Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 2013-Ding Quan 03 August 2013 1 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Contents I、Important Notice, Contents and Definition ...............................................................................3 II、Brief Introduction for the Company .......................................................................................5 III、Summary of Accounting Datas and Financial Indicators ....................................................7 IV、Board of Directors’ Report .....................................................................................................9 V、Major Issues .............................................................................................................................20 VI、Changes in Shares and the Shareholders’ Situation ...........................................................28 VII、Situation for Directors, Supervisors, Senior Management ..............................................31 VIII、Financial Report .................................................................................................................33 IX、Reference Documents ............................................................................................................136 2 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report I. Important Notice, Contents and Definition The Board of Directors , the Board of Supervisors , directors, supervisors & senior management 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 unfaithful facts, significant omissions or misleading statements. No director, supervisor or senior manager declares to have dissidence for the semi-annual report. All directors have personally attended the Board of Directors’ meeting for the semi-annual report. The Company has no plan to distribute cash dividends and bonus; capital reserve will not be transferred to equity. Mr. Sun Liqiang (Chairman of the Company), Mr. Leng Bin (Chief Financial Officer) and Mr. Jiang Jianxun (Financial Manager) assure the truthfulness, accuracy and completeness of the financial report in the semi-annual report. This report is worked out in bilingual version in two sets: Chinese and English, in case of understanding discrepancy, the original version in Chinese shall prevail. 3 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Definition Definition Item Refers to Definition Content Company/The Company Refers to Yantai Changyu Pioneer Wine Co. Ltd. Changyu Group/Controlling Refers to Yantai Changyu Group Co. Ltd. shareholder CSRC Refers to China Securities Regulatory Commission SSE Refers to Shenzhen Stock Exchange CNY Refers to Chinese Yuan 4 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report II、BriefIntroductionfortheCompany 1. Company’s information Abbreviation of the Shares: Changyu A、Changyu B Code number of the Shares 000869、200869 Abbreviation of the Shares - after alteration (if have) Place of listing of the Shares Shenzhen Stock Exchange Legal Name in Chinese 烟台张裕葡萄酿酒股份有限公司 Abbreviation of Chinese name 张裕 Legal Name in English YANTAI CHANGYU PIONEER WINE COMPANY LIMITED Abbreviation of English name CHANGYU Legal Representative Mr. Sun Liqiang 2. Contact person and information Secretary to the Board of Authorized Representative of the Directors Securities Affairs Name Mr. Qu Weimin Mr. Li Tingguo Address 56 Dama Road, Yantai, Shandong, China 56 Dama Road, Yantai, Shandong, China Tel 0086-535-6633658 0086-535-6633656 Fax 0086-535-6633639 0086-535-6633639 E-mail quwm@changyu.com.cn stock@changyu.com.cn 3. Other information 1)、The Company’s contact information Whether there is any change for the Company’s registered address, office address, post code, website and e-mail address during the report period. □Available V Not available There is no any change for the Company’s office address, post code, website and e-mail address during the report period, please see 2012 annual report for more details. 5 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 2)、Information disclosure and filing Location Whether there is any change for the information disclosure and filling location during the report period. □Available V Not available There is no any change for the newspapers in which the Company’s information is disclosed, website assigned by CSRC to carry the semi-annual report and the filing location during the report period, please see 2012 annual report for more details. 3)、Registration changes Whether there is any change for the registration during the report period. □Available V Not available There is no any change for the company’s registration date & place, business License No., tax registration No. and organization code during the report period, please see 2012 annual report for more details. 4)、Other documents Whether there is any change for the other documents during the report period. □Available V Not available 6 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report III、 SummaryofAccountingDatasandFinancialIndicators 1. Key accounting data and financial indicators Whether the Company makes retroactive adjustments or restates the accounting data of previous fiscal years because of changes of accounting policy and/or accounting errors. □Yes V No More or less than In the same period of last Item In the report period the same period of last year year(%) Business revenue (CNY) 2,539,378,234 3,012,584,089 -15.71% Net profit attributed to the shareholders of 740,574,221 921,143,478 -19.60% the listed company (CNY) Net profit attributed to the shareholders of the listed company after deducting the 736,714,423 916,058,717 -19.58% irregular profit and loss (CNY) Net cash flows from the operating 409,158,489 584,471,340 -30.00% activities (CNY) Basic earnings (CNY) per share 1.08 1.34 -19.40% Diluted earnings (CNY) per share 1.08 1.34 -19.40% Return on net assets (%) 11.79% 16.83% -5.04% At the end of the report More or less than At the end of last year period the end of last year Total assets (CNY) 8,249,719,263 8,123,134,580 1.56% Net Assets attributed to the shareholders of 6,653,678,399 5,913,104,178 12.52% the listed company (CNY) 2. Accounting datas difference between domestic and foreign accounting standards 1)、Difference in net profit and net asset disclosed in the financial report under the PRC accounting standards and international accounting standards. Unit: CNY Net profit attributed to the shareholders of the Net asset attributed to the shareholders of the listed company listed company Amount at the Amount in the report Amount at the end of Amount in the last period beginning of the report period the report period period 7 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Under PRC accounting 740,574,221 921,143,478 6,653,678,399 5,913,104,178 standards Item and amount adjusted according to the international accounting standards Under international 740,574,221 921,143,478 6,653,678,399 5,913,104,178 accounting standards 2)、Difference explanation for the accounting datas between PRC accounting standards and foreign accounting standards. There is no difference for the accounting datas under PRC accounting standards and international accounting standards. 3. Details of irregular profit and loss Unit: CNY Item Amount Explaination Gain on disposal of non-current assets, including the reversal of -390,591 - accrued impairment provision Tax refund or exemption that is either non-recurring or without 0 - proper approval Government grants credited in profit and loss (except for those recurring government grants that are closely related to the entity's 4,388,393 - operation, in line with related regulations and have proper basis of calculation) Other non-operating expense and income 538,273 - Less: Income tax effect 676,277 - Total 3,859,798 - The reasons shall be made clear and definitely as to the non-recurring profit and loss that the Company has defined by virtue of the Explanatory Announcement on Public Company’s Information Disclosure No.1 - Non-recurring Profit and Loss and as to regarding the non-recurring profit and loss as recurrent profit and loss as specified in the Explanatory Announcement on Public Company’s Information Disclosure No.1 - Non-recurring Profit and Loss. □Available V Not available 8 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report IV、 BoardofDirectors’Report 1. Summarization During the report period, the cumulative effects of slowdown of domestic economic growth and overwhelming flow of foreign wine into the Chinese market in the previous years as well as the worse competition in the domestic wine sector brought about strong pressure on the Company’s products distribution. Facing quite a lot of external disadvantages, the Company consistently aimed at the market, greatly promoted management innovation, timely adjusted the marketing tactics, perfected the marketing channels and optimized the product structure so that the Company’s operating result didn’t fluctuate obviously. 2. Analysis to main business 1)、 Summarization During the report period, the Company realized operating income CNY2,539.38 million, decreased 15.71% comparing with the same period of last year, in which the sales revenue of wine is CNY1945.8 million, decreased 19.9% comparing with the same period of last year, the sales revenue of brandy is CNY490.04 million, increased 0.98% comparing with the same period of last year, the sales revenue of sparkling wine is CNY 20.16 million, increased 4.64% comparing with the same period of last year. 2)、Period comparison of main financial datas Unit: CNY In the same period of last In the report period More or less (%) Reason for changes year Operating revenue The decrease of sales revenue for the high-end 2,539,378,234 3,012,584,089 -15.71% wine, comparing with the same period of last year. Operating cost The changes of sales products structure, the proportion of high-end products declining, the 759,692,089 727,833,473 4.38% proportion of low grade products increasing, the price of raw material increasing Sales expense According to the market 584,280,630 821,144,459 -28.85% situation, appropriately 9 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report compressing marketing investment Management expense The declining of staff’s salary, office expense and 104,896,929 109,340,306 -4.06% repairing expense, comparing with the same period of last year Interest income declining due to the decreasing of Financial expense -13,607,053 -16,206,681 16.04% bank deposits, comparing with the same period of last year Decreasing of net profit, Income tax expense 244,475,516 306,145,488 -20.14% comparing with the same period of last year Increasing of expenditure of R&D investment, R&D investment 5,342,521 4,862,412 9.87% comparing with the same period of last year Net amount of cash flow Decreasing of distribution products, generated in operating cash received from labor 409,158,489 584,471,340 -30% activities service, comparing with the same period of last year. Net amount of cash flow Mainly the big growth of fixed deposit over 3 generated in investment -502,430,760 50,588,602 -1,093.17% months, comparing with activities the same period of last year Net amount of cash flow Mainly because of the implementation of profit generated in 0 -801,465,600 100% distribution at the same capital-raising activities period of last year, but there are no profit Cash and cash distribution in the report -93,272,271 -166,405,658 43.95% equivalents period. 3)、 Whether there is any great change for the Company’s profit structure or profit source during the report period □Available V Not available 10 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report During the report there is no great change for the Company’s profit structure or profit source. 4)、 Whether there is any future development and planning disclosed in the public Company’s shares prospectus, collecting prospectus and asset restructing report during the report period. □Available V Not available The Company does not disclose any future development and planning in the public Company’s shares prospectus, collecting prospectus and asset restructing report during the report period. 5)、 The company has reviewed the progress of its disclosed operation plan during the report period During the report period, the Company mainly fulfilled the following tasks: Firstly, further perfected the marketing system, duly adjusted the product structure and did its best to promote overall development of all sorts of wine. Facing the constantly changing market environments, the Company, while adjusting and perfecting the existing traditional distribution channels in hotels, supermarkets and so on, made great efforts in developing new marketing systems such as e-business, group purchase outlets and Changyu Pioneer Chateau franchised stores in order to tap new market growth points, which made the Company’s marketing network further bettered. To adapt itself to market changes, the Company properly reduced the product quantity and paid more attention to the sales of ordinary dry red wine, brandy and imported wine, which generated a satisfactory result. The Company made all necessary preparations for launch of the products from three western chateaus, tried to offer the products to consumers in this year and to form a considerable market size. Secondly, further lowered production cost and marketing expense by mean of internal control and marketing innovation. The Company strengthened management and control of bulk, packings, salaries, fuel and power expense, production loss, capital use expense, adverting expense, warehousing expense, transport expense, etc., actualized the centralized purchase of raw materials and packing materials in the whole Company, further simplified product packing, did all it can to save energy and lower consumption, which effectively reduced the production costs for part of products and avoid the great growth of total production costs. The Company further optimized the advertising channels and time points, amended the advertisement contents, increased the capital efficiency and reduced the advertising expense, which produced better marketing effect. Thirdly, ensured steady progress of investment projects, optimized the production structure, enlarged production capacity and upgraded management level. In the light of 2013 capital expenditure plan, the Company made a good mastery of the progress of all investment projects according to the schedule and curbed the input within the scope of the budget, accelerated the progress of SAP Project and tried to complete the first-phase engineering of it in this year in order to improve the Company’s management level and control ability by means of modern information technology. Fourthly, standardized the vineyard management, continuously improved grape quality and reduced the cost of raw materials. The Company carried out a work of winemakers’ followup and management of 11 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report vineyards and ensured the winemakers to control and track quality during the whole course from grapes to bulk, which guaranteed continuous improvement of product quality. The Company took the lead in Yantai in mechanized farming in its self-run chateau-owned vineyards, supported, encouraged and asked the contract-based vineyards to implement and popularize the mechanized farming in order to further lower grape-planting cost, improve grape quality and increase planting earnings. 3. Structure of main businesses Unit: CNY Increase or Increase or Increase or decrease of decrease of decrease of gross Operating operating revenue operating cost Operating cost Gross profit (%) profit over the revenue over the same over the same same period of last period of last year period of last year year (%) (%) Sector Wine and alcoholic 2,534,398,427 757,917,093 70.09% -15.56% 4.99% -5.86% beverages Product Wine 1,945,801,619 529,717,257 72.78% -19.9% 3.86% -6.23% Brandy 490,043,845 169,002,377 65.51% 0.98% -4.43% 1.95% Sparkling wine 20,164,376 12,640,620 37.31% 4.64% 38.97% -15.49% Other 78,388,587 46,556,839 40.61% 16.08% 79.5% -20.98% Region Eastern Region 2,159,560,900 637,711,442 70.47% -15.33% 7.01% -6.16% Middle Region 254,707,042 83,143,505 67.36% -17.13% -2.23% -4.97% Western Region 120,130,485 37,062,146 69.15% -16.27% -9.29% -2.37% 12 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 4. Analysis to core competitiveness Compared with the participants in the arena of the Chinese wine sector, we believe that the Company is provided with the following advantages: Firstly, the Company has been enjoying a well-known wine brand since 120-odd years, both “Changyu” and “Jiebaina” are Chinese famous trademarks that have strong influence and good reputation. Secondly, the Company has set up a nationwide marketing network, formed a “three-level” marketing network system mainly composed of the Company’s salesmen and dealers, possessed the strong marketing ability and market exploitation ability. Thirdly, the Company has already had strong research strength and a product R&D system, owned a one and only “State-level Wine R&D Center”, made mastery of advanced winemaking technology and production processes, been powerful enough in product innovation and established a perfect quality control system. Fourthly, the Company is in possession of a lot of grape-growing bases to meet its future development, having developed a great deal of vineyards in the most suitable areas for wine grape growing such as in Shandong, Ningxia, Xinjiang, Liaoning, Hebei and Sha’anxi, whose scales and structures have generally met the Company’s needs for development. Fifthly, the Company has a great variety of products composed of all grades, its wine and brandy of over 100 sorts can meet different consumers’ demands. The Company has taken the lead in the domestic wine sector through rapid development in the past 10-odd years and has possessed comparative superiority in the future competition. All in all, the Company has built up a strong core competitive edge and obtained and maintained a relatively dominant position in the long-term market competition. 5. Analysis to investments 1)、Equity investment ① Investment situation Investment Situation Investment amount during the report period Investment amount during the same period of last year More or less (%) (CNY’0000) (CNY’0000) 10,874 12,506 -13.05% Invested company situation The rights and interest proportion of the listed Company Name Main Business company in the invested company (%) Yantai Changyu Tinlot Chateau Co. Ltd. Pre-packaged foods 100% 13 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report XinJiang Changyu Baron Balboa Chateau Co. Ltd. Production and distribution of wine (bulk wine) 100% Production and distribution of wine, distilled spirits, Ningxia Changyu Moser XV Chateau Co. Ltd. healthy liquor, non-alcohol beverage and the package 100% material; travel and conference service, catering service. Sha'anxi Changyu Reina Chateau Co. Ltd. Production of grape, processing of wine, tourism 100% ② Situation for holding equity of financial enterprises During the report period, the company did not hold any equity of financial enterprises. ③ Situation for security investment During the report period, there were no security investments happening previously and continuing to the report period. Explanation for holding the equity of other listed companies □Available V Not available 2)、Trust management, derivatives investment and entrusted loans During the report period, the Company did not have any trust management and entrusted loans, and also did not make any derivatives investment. 3)、Use of raised capital In the past three years, the Company did not raise capital through issuing stocks or bonds, also there were no raised capital continuing to the report period. The Company made a public offering of 32 million A Shares for capital increase in October of 2000, and received net proceeds of CNY 613.46 million. By end of report period, the Company actually invested all proceeds in same projects as disclosed in the Prospectus, and there was no any change on investment project. Except those projects for improvement of intermediate procedures on production and sales which were difficult to rationally confirm the benefit, other productive projects all made good benefits. 4)、Analysis to the major subsidiaries and joint stock companies Information about the major subsidiaries and joint stock companies Unit: CNY Main Company Company Registered Business Operating Industry products or Total assets Net asset Net profit name type capital revenue profit services Yantai To research, 265,332,762.18 81,907,859.24 56,611,692.80 3,959,857.14 2,963,905.44 Changyu- Wine and produce and Castel Wine alcoholic USD 5 Subsidiary sell wine Chateau Co. beverages million LTD. and industry sparkling 14 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report wine as well as the tourism service Langfang Wine and 63,016,566.89 47,559,878.20 34,874,644.95 973,619.52 733,473.85 Castel- To produce USD Joint stock alcoholic Changyu and sell company beverages 6,108,818 Wine Co. wine LTD. industry Yantai Subsidiary To produce 68,885,442.55 49,263,990.01 40,252,431.22 4,215,064.24 3,161,324.47 Kylin Packaging and sell CNY 15.41 Packaging Co. LTD. industry packaging million material Chateau Subsidiary Wine and To research, 204,676,297.11 140,963,909.23 62,910,239.99 -11,483,340.06 -9,744,716.46 Changyu alcoholic produce and CNY 110 AFIP Global beverages sell brandy million industry and wine Chateau Subsidiary Wine and 79,779,956.32 37,883,419.23 21,122,957.28 -530,022.11 -227,376.21 Liaoning alcoholic To produce CNY 26.30 Changyu Ice Wine beverages ice wine million Co., Ltd. industry Xinjiang Subsidiary To plant 185,557,354.27 160,928,644.80 11,249,990.62 -1,242,484.02 -1,333,348.99 Tianzhu Wine and grape, Winery Co., alcoholic produce and CNY 75 Ltd. sell grape beverages million juice, bulk industry wine and fruit wine 5)、Important projects financed with non-raised capital Unit: CNY’0000 Actual Total Investment investment until Project Project Name Project benefits Investment in the year the end of the progress report period Construction of Tinlot Chateau 15,240 1,366 9,166 65% 0 Facilities have been completed and put Construction of Changyu Reina Chateau into production, a 31,074 5,366 30,866 97% Sha'anxi small amount of products have been in test marketing. Construction of Chateau Moser XV Facilities have been 24,415 1,697 24,697 97% Ningxia completed and put 15 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report into production, a small amount of products have been in test marketing. Facilities have been completed and put Construction of Changyu Baron Balboa into production, a 23,343 2,445 26,435 97% Chateau XinJiang small amount of products have been in test marketing. Construction of Changyu International Wine 65,331 18,590 22,190 33% 0 City blending and cooling Center Construction of Changyu International Wine 46,736 2,400 4,000 8% 0 City Bottling Center Construction of Changyu International 12,095 1,445 2,545 20% 0 Wine City Logistics Center Construction of Changyu Vine and 20,000 108 108 0.5% 0 Wine Research Institute Construction of Treasure Wine Chateau 14,545 1,048 1,393 10% 0 Construction of Vineyards 9,140 2,429 3,337 35% 0 Investment in landscaping 5,000 403 403 8% 0 Construction of Koyac Brandy Chateau 16,530 987 987 6% 0 Procurement of Oak Barrels 5,000 0 0 0% 0 Construction of Changyu Laizhou Zhuqiao 6,550 3,251 3,251 50% 0 Vineyard Total 294,999 41,535 129,378 -- -- Inquiry date in the designated website disclosed in the 19th April 2013 temporary announcement Resolution announcement for 14th meeting of the 5th session board Inquiry index in the designated website disclosed in the of directors temporary announcement (http://www.cninfo.com.cn/finalpage/2013-04-19/62385216.PDF) 6. Forecast for the operation achievements from January to September of 2013 Caution and explanation for the prediction that the cumulative net profit from the beginning of the year to the end of next report period could be in a loss or there will be in a great change comparing with the same period of last year. □Available V Not available 16 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 7. Explanation from the board of directors and the board of supervisors for the “Non-standard Audit Report” issued by the accountant firm The financial report of the semi-annual report is not audited by the accountant firm. 8. Explanation from the board of directors for the “Non-standard Audit Report” of last year The financial report of last year’s annual report has been audited by Ernst & Young, and received a standard and unqualified audit report. 9. Implementation of profit distribution during the report period The implementation or adjustment for the profit distribution policies during the report period, especially the cash dividend plan and the scheme of increasing equity with capital reserve. V Available □Not available On July 3, 2013, the Company disclosed the Announcement of Dividend Distribution for the year 2012, according to which the Company would take the total capital stock 685,464,000 shares at that time as a cardinal number to distribute CNY 11 in cash for per 10 shares to all stockholders (tax included. After deduction of taxes, as to Stock A, QFII, RQFII as well as the individuals holding the restricted reform-related shares and the restricted new shares and the investment fund holders would enjoy CNY 9.9 per 10 shares. The differential dividend tax rates would be adopted for the individuals holding the non-restricted reform-related shares, the non-restricted new shares and the unlimited shares and the investment fund holders, CNY 10.45 for per 10 shares in advance and afterwards depending on the investors’ reduction of shares, making up the difference according to the actual shares held on the equity registration day. As to the non-resident enterprises other than QFII and RQFII, the Company would neither withhold nor pay the income tax on their behalf but the taxpayers should pay the tax in the place where the income is received. As to Stock B, the non-resident enterprises would enjoy cash dividend CNY 9.9 for per 10 shares. The differential dividend tax rates would be adopted for the inland (overseas) individual stockholders, CNY 10.45 for per 10 shares in advance and afterwards depending on the investors’ reduction of shares, making up the difference according to the actual shares held on the equity registration day.) The share registration day of A Stock was on July 10, 2013 and the ex-dividend day was on July 11, 2013. The last trading day of B Stock was on July 10, 2013, the share registration day was on July 15, 2013 and the ex-dividend day was on July 11, 2013. The cash dividend for Stock A holders that the company entrusted China Securities Depository and Clearing Corporation Limited Shenzhen Company to distribute was directly transferred to their accounts via securities service company (or other depository department) on July 11, 2013. The cash dividend for Stock B holders was directly transferred to their accounts via securities service company or other depository department on July 15, 2013. The cash dividend enjoyed by Yantai Changyu Group 17 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Co., Ltd. was directly paid by the Company at the same time. 10. Preliminary schemes of profit dividend and increasing equity with capital reserve during the report period Number of shares as stock dividends for every ten 0 shares (share) Number in cash as dividends for every ten shares 0.00 (CNY) (including tax) Number of increasing equity for every ten 0 shares(share) Equity base of preliminary scheme (share) 685,464,000 Amount of cash dividend (CNY) (including tax) 0.00 Distributable profit (CNY) 0.00 Detailed explanations of preliminary schemes of profit dividend or increasing equity with capital reserve Preliminary schemes of profit dividend and increasing equity with capital reserve in the first half-year of 2013: The Company plans not to distribute cash dividend, not to send bonus and not to increase equity with capital reserve. 11. the Company’s Receptions, Studies and Visits Type of Main discussed Reception Reception Reception time reception Reception object contents and the place way object information provided current business Meeting Luo Peng’ai from Yinhua fund management operation 2013.01.16 room of the Field survey Institution Co., Ltd, Tang Zhi from Huatai securities Co., situation and Company Ltd other issues current business Meeting Lin Shanshan from CICC( Hongkong operation 2013.01.17 room of the Field survey Institution Securities), Chen Xihua from First state situation and Company investment (Hong Kong) Co., LTD other issues current business Meeting operation 2013.01.18 room of the Field survey Institution Marshall Wace LLP Fehim Can Sever situation and Company other issues Zhang Yong from China Asset Management current business Meeting Co.,Ltd. Zhang Zhimin From Ping’an assets operation 2013.03.06 room of the Field survey Institution management Co., Ltd. Sui Wei from Haitong situation and Company Securities Company Limited other issues 18 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Gu Quan and Sun Xiaoning from Singapore current business Meeting government investment consulting (Beijing) operation 2013.03.14 room of the Field survey Institution Co., Ltd. Wu Xiaolin from Swiss Bank situation and Company Corporation. other issues Li Xuan from CLSA Asia-Pacific Markets, Yu Chunsheng,Morgan Stanley, Ding Jing from Choi tong securities Co., Ltd. Zhang current business Meeting Yanzhen,Wen Hongwei from operation 2013.05.15 room of the Field survey Institution CITIC Securities Co., Ltd, Zhu Quan from situation and Company Mingji international investment company, other issues Tang Jianhua from Shenzhen yihengsheng property management Co., Ltd. 19 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report V、MajorIssues 1. Corporate Governance 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” , “Guidelines on Corporate Governance of Listed Companies”, and also other laws and rules , constantly improved its legal entity structure, legally conducted its activities. Currently, the Company’s corporate governance is in compliance with the Company Law and the relevant provisions of China Securities Regulatory Commission 2. Material litigation and arbitration □ available √not available There are no material litigation and arbitration during the report period. 3. Media’s doubts □ available √not available There are no common doubts issued by Media during the report period. 4. Bankruptcy reorganization There are no related issues of bankruptcy reorganization happened during the report period and until the report period. 5. Transaction in Assets 1)、Acquisition of assets There is no acquisition of assets during the report period and until the report period. 2)、 Assets for sale There are no assets for sale during the report period and until the report period. 3)、Business merger There are no business merger happened in the report period and until the report period. 6. Implementations and influences of Company’s equity incentive There are no implementations of Company’s equity incentive, and there are no previously implementations of Company’s equity incentive until the report period. 20 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 7. Important related transactions 1)、Related transactions in relation to routine operations Market Pricing Amount of Settlement price of Content of Price of Proportion in the Type of related principle of related method of securabl Date of Related party Interrelationship related related same kind of Disclosure index transaction related transaction related e same disclosure transaction transaction transaction (%) transaction (CNY ‘0000) transaction transacti on Yantai Changyu Tour Under the same Purchasing Purchasing On the base of Agreement 9.17 0.01% Cash — 2013.04.19 Jvlang Consult commodities liquor products’ market price, price website(http://www.c Company Parent Co. derivatives negotiated ninfo.com.cn/finalpag pricing e/2013-04-19/623852 07.PDF) Yantai Changyu Under the same Purchasing Purchasing On the base of Agreement 0.05 0% Cash — 2013.04.19 Window of Wine Parent Co. commodities liquor products’ market price, price City Co. derivatives negotiated pricing Yantai Shenma Under the same Purchasing Purchasing On the base of Agreement 11,479.63 15.11% Cash — 2013.04.19 Packaging Co. Parent Co. commodities packing market price, price materials negotiated pricing 21 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Yantai Zhongya Under the same Purchasing Purchasing On the base of Agreement 568.52 0.75% Cash — 2013.04.19 Pharmaceutical Tonic Parent Co. commodities liquor products market price, price Wine Co., Ltd. negotiated pricing Yantai Changyu Tour Under the same Selling Selling liquor On the base of Agreement 157.33 0.06% Cash — 2013.04.19 Company Parent Co. commodities products market price, price negotiated pricing Yantai Changyu Under the same Selling Selling liquor On the base of Agreement 229.29 0.09% Cash — 2013.04.19 Window of Wine Parent Co. commodities products market price, price City Co. negotiated pricing Yantai Zhongya Under the same Selling Selling liquor On the base of Agreement 72.58 0.03% Cash — 2013.04.19 Pharmaceutical Tonic Parent Co. commodities products market price, price Wine Co., Ltd. negotiated pricing Yantai Changyu Parent Co. Leased assets Leasing storage On the base of Agreement 292.90 0.14% Cash — 2013.04.19 Group Co. Ltd. and housing market price, price negotiated 22 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report pricing Yantai Changyu Parent Co. Intangible assets Permission to On the base of Agreement 4,649.24 100% Cash — 2013.04.19 Group Co. Ltd. licensed use use the market price, price trademark negotiated pricing Yantai Changyu Parent Co. Intangible assets Permission to On the base of Agreement 2.50 100% Cash — 2013.04.19 Group Co. Ltd. licensed use use patents market price, price negotiated pricing Total 17,461.21 — The details of the large sales returns No The total amount of the transaction will be expected according to its No category and its actual performance during the report period The reasons of big differences between the transaction price and the market No reference price 2)、 Related transactions in asset procurement and sale There were no related transactions in asset procurement and sale during the report period. 3)、Important related transactions in joint external investment There were no important related transactions in joint external investment during the report period. 4)、Record of related credits and liabilities 23 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Whether there is a record of non-operating related credits and liabilities. □ Yes √ No Balance at the Amount occurred Balance at the Type of credits and Use of non-operating beginning of the Related party Interrelationship Cause of existence during this period end of the period liabilities fund or not period (CNY (CNY ‘0000) (CNY ‘0000) ‘0000) Credits receivable to Selling liquor products No 31.12 -28.25 2.87 Yantai Changyu Tour Co. Under the same Parent Co. related party Yantai Changyu Window of Wine City Co. Under the same Parent Co. Credits receivable to Selling liquor products No 0 7.92 7.92 related party Yantai Zhongya Pharmaceutical Tonic Wine Under the same Parent Co. Credits receivable to Providing service No. 182.04 81.24 263.28 Co., Ltd related party Yantai Changyu Group Co. Ltd. Parent Co. Credits receivable to Leasing storage and housing No 0 245.40 245.40 related party Yantai Shenma Packaging Co. Under the same Parent Co. Liabilities payable to Purchasing packing No 4,336.61 -1779.80 2556.81 related party materials Yantai Zhongya Pharmaceutical Tonic Wine Under the same Parent Co. Liabilities payable to Purchasing liquor products No 797.22 73.49 870.71 Co., Ltd. related party Yantai Changyu Group Co. Ltd. Parent Co. Liabilities payable to Permission to use trademark No 9,994.36 -5345.12 4649.24 related party and patents Influence of the related credits and At the end of the period, The related credits account for 0.06% in the Company’s total assets and 0.2% in the Company’s operation revenue, the related liabilities liabilities on the Company’s operating account for 0.98% in the Company’s total liabilities and 3.81% in the Company’s operation revenue, the related credits and liabilities produce a minor influence on the results and financial condition. Company’s operating results and financial condition. 5)、Other important related transactions There are no other important related transactions in the report period. 24 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 8. Major and important contracts and execution results 1)、Trusteeship, contract and leasehold issues ① Trusteeship situation Trusteeship situation explanation There are no trusteeships happened during the report period or previously happened until the report period Project in gains and losses for the Company to achieve more than 10% of the total profit in the report period. □ available √ not available ② Contract situation Contract situation explanation During the report period, the contract for the operation of the Company, please see the part of “ 1) Subsidiary” in the 6. consolidation scope of consolidated financial statements which is in the report’s financial report. Project in gains and losses for the Company to achieve more than 10% of the total profit during the report period. □ available √ not available ③ Leasehold situation On 1st January 2012, the Company renewed the “space lease agreement” with the controlling shareholder Changyu Group, the Company leased the space with 57749.77 square meters located at 174 Shihuiyao Road, Zhifu District,Yantai City and the space with 3038 square meters located at 56 Dama Road, Zhifu District, Yantai City, which are all under the name of controlling shareholder. The rent of the above spaces per year is CNY 5.858 million with a period of 5 years from 1st January 2012 to 31st December 2016. Project in gains and losses for the Company to achieve more than 10% of the total profit during the report period. □ available √ not available 2)、Guarantee situation There are no guarantees to any organization and personnel before and during the report period. The detailed explanation of assuming complex method’s guarantee There is no assuming complex method’s guarantee. 3)、 Other important contracts There are no other important contracts which need to be disclosed by the Company during the report period. 4) Other substantial transaction Other important transaction please sees in the notes to the financial statements of the report’s financial report. 25 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 9. The commitments of the Company or shareholders of the Company holding more than 5% during the report period or until the report period Commit Commitment Commitment Commitments Commitment content ment Implementation Party time period has been Commitments at share reform - - 2006.03.11 3 years fulfilled Commitments made in acquisition - - - - report or equity changes report Commitments at asset restructuring - - - - According to "Trademark License Contract", the Company will pay trademark royalty for the "Changyu"products of Yantai Changyu Commitments at the initial public Yantai Changyu In-process Group Co., Ltd every year, Yantai Changyu 1997.05.18 Forever offering or refinancing Group Co., Ltd performed Group Co., Ltd will use trademark to advertise Changyu trademarks and the Contract products. Yantai Changyu Has been Intra-industry competition 1997.05.18 Forever Group Co, Ltd performed Commitments made to the minority - - - - shareholders of the Company Commitment under timely Yes implementation or not Specific reasons of not completing the implementation and the next No step 10. The appointment and dismissal of certified public accountants Adopted by the deliberation of the 2012 Shareholders’ Meeting, the Company will appoint Deloitte HuaYong certified public accountants CO., LTD (Special General Partnership) to audit the Company’s 2013 financial report and the Company’s 2013 internal control. 11. Punishment and rectification The Company and its directors, supervisors, senior managers, shareholders are not punished by supervision department and claimed for rectification during the report period. Explanation of rectification □ available √ not available 26 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 12. Explanation for other significant matters There are no other significant matters during the report period. 27 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report VI、ChangesinSharesandtheShareholders’Situation 1. Changes in shares Amount before this change Change (+, -) Amount after this change Transfer Percentage Allot Distribut other capital Sub Percentage Amount new e bonus others Amount % to share total % share share capital 2、Unrestricted shares 685,464,000 100% 685,464,000 100% (1)、A shares 453,460,800 66.15% 453,460,800 66.15% (2)、B shares 232,003,200 33.85% 232,003,200 33.85% 3、Total shares 685,464,000 100% 685,464,000 100% Cause of share change □ available √ not available Approval of stock change □ available √ not available Transfer of changed shares □ available √ not available The influence of stock change on the financial indicators such as basic earnings per share, diluted earnings per share of the latest year and the latest period, net asset per share belonging to the Company’s common stock holders, etc.. □available √not available Other contents which the Company thinks necessarily or securities regulatory departments claim to disclose. □available √not available Changes situation in the Company’s total shares, structure of shareholders, the Company’s assets and liabilities □available √not available 28 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 2. The number of shareholders of the Company and the shareholdings Unit: share Total shareholders in the report period 47,385, it consists of 36,242 with A shareholders and 11,143 with B shareholders Shareholders holding more than 5% Number Pledged or frozen Shares held Changes Character of Number of Percenta until the of during the Name of Shareholders ge end of the restricte unrestricted Amou shareholder report Share status (%) report d shares s nt period period shares Domestic non-state-o YANTAI CHANGYU GROUP CO. LTD. 50.4% 345,473,856 0 345,473,856 - 0 wned legal person Foreign GAOLING FUND,L.P. 3.53% 24,176,997 -102,734 24,176,997 0 shareholder GOVERNMENT OF SINGAPORE INV. Foreign 2.68% 18,337,899 1,535,241 18,337,899 0 CORP.- A/C "C" shareholder BBH BOS S/A FIDELITY FD - CHINA Foreign 2.35% 16,106,326 982,850 16,106,326 0 FOCUS FD shareholder HTHK/CMG FSGUFP-CMG FIRST Foreign 2.11% 14,487,775 -9,243,369 14,487,775 0 STATE CHINA GROWTH FD shareholder GSIC A/C MONETARY AUTHORITY OF Foreign shareholder 0.87% 5,957,159 395,712 5,957,159 0 SINGAPORE HTHK-MANULIFE CHINA VALUE Foreign 0.79% 5,408,635 867,870 5,408,635 0 FUND shareholder BBH A/C VANGUARD EMERGING Foreign 0.73% 4,980,066 4,116,349 4,980,066 0 MARKETS STOCK INDEX FUND shareholder Foreign VALUE PARTNERS CLASSIC FUND 0.71% 4,847,339 -781,465 4,847,339 0 shareholder Foreign UBS (LUXEMBOURG) S.A. 0.58% 3,977,599 -1,025,400 3,977,599 0 shareholder Strategic investors or legal result of the placement of No strategic investors or legal result of the placement of new shares to become a new shares to become a top 10 shareholders top 10 shareholders. Among the top 10 shareholders, Yantai Changyu Group Company Limited has no The explanation for the associated relationship and associated relationship or accordant action relationship with the other 9 listed accordant action of the top 10 shareholders shareholders, and the relationship among the other shareholders is unknown. The top 10 shareholders with unrestricted shares Name of Shareholders Number of Type of share 29 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report unrestricted shares held until Type of share Amount the end of the year YANTAI CHANGYU GROUP CO., LTD. 345,473,856 A share 345,473,856 GAOLING FUND,L.P. 24,176,997 B share 24,176,997 GOVERNMENT OF SINGAPORE INV. CORP.- A/C "C" 18,337,899 B share 18,337,899 BBH BOS S/A FIDELITY FD - CHINA FOCUS FD 16,106,326 B share 16,106,326 HTHK/CMG FSGUFP-CMG FIRST STATE CHINA GROWTH FD 14,487,775 B share 14,487,775 GSIC A/C MONETARY AUTHORITY OF SINGAPORE 5,957,159 B share 5,957,159 HTHK-MANULIFE CHINA VALUE FUND 5,408,635 B share 5,408,635 BBH A/C VANGUARD EMERGING MARKETS STOCK INDEX FUND 4,980,066 B share 4,980,066 VALUE PARTNERS CLASSIC FUND 4,847,339 B share 4,847,339 UBS (LUXEMBOURG) S.A. 3,977,599 B share 3,977,599 Among the top 10 shareholders with unrestricted The explanation for the associated relationship and accordant action of the top 10 shares, Yantai Changyu Group Company Limited has shareholders with unrestricted shares, the the associated relationship and accordant no associated relationship or accordant action action between the top 10 shareholders with unrestricted shares and the top 10 relationship with the other 9 listed shareholders, and shareholders the relationship among the other shareholders is unknown. Explanation for the shareholders who involved in financing activities and stock Shareholders holding more than 5% is not involved in trading business financing activities and stock trading business. Whether or not to be agreed to buy back trading by Company shareholders during the report period □ Yes √ No 3. Controlling shareholder or changes of the actual controllers situation Changes of the controlling shareholder during the report period □ available √ not available Changes of the actual controllers during the report period □ available √ not available 30 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report VII、SituationforDirectors,Supervisors,SeniorManagement 1. Changes in shareholdings of directors, supervisors and senior management □ available √ not available There are no changes in shareholdings of directors, supervisors and senior management during the report period, details see 2012 annual report 2. Dimission and dismissing of Company's directors, supervisors and senior management Name Post Type Date Reason Chairman to the Board of Re-appointment after the 5th Sun Liqiang Appointment 2013.05.15 Directors session Board of Directors Zhou Hongjiang Vice-chairman to the Re-appointment after the5th Board of Directors and Appointment 2013.05.15 session Board of Directors general manager Leng Bin Director and vice-general Re-appointment after the 5th manager Appointment 2013.05.15 session Board of Directors Qu Weimin Director, Vice-general Re-appointment after the 5th manager and Secretary to Appointment 2013.05.15 session Board of Directors the Board of Directors Chen Jizong Director Re-appointment after the 5th Appointment 2013.05.15 session Board of Directors Augusto Reina Director Re-appointment after the 5th Appointment 2013.05.15 session Board of Directors Aldino Marzorati Director Re-appointment after the 5th Appointment 2013.05.15 session Board of Directors Antonio Appignani Director Re-appointment after the 5th Appointment 2013.05.15 session Board of Directors Jean Paul Pinard Director Re-appointment after the 5th Appointment 2013.05.15 session Board of Directors Independent Director The term of Re-appointment arriving to the Geng Zhaolin office has 2013.05.15 maximum time within the fixed expired time Independent Director Re-appointment after the 5th Xiao Wei Appointment 2013.05.15 session Board of Directors Independent Director The term of Re-appointment arriving to the Wang Zhuquan office has 2013.05.15 maximum time within the fixed expired time 31 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Independent Director Re-appointment after the 5th Wang Shigang Appointment 2013.05.15 session Board of Directors The term of Chairman for the Board of Normal Retirement after the 4th Fu Mingzhi appointment 2013.05.15 Supervisors session Board of Supervisors has expired Supervisor The term of Normal Retirement after the 4th Zhang Hongxia appointment 2013.05.15 session Board of Supervisors has expired Supervisor The term of Work changes after the 4th session Jiang Jinqiang appointment 2013.05.15 Board of Supervisors has expired Chairman for the Board of Re-election after the 4th session Kong Qingkun Appointment 2013.05.15 Supervisors Board of Supervisors Supervisor Re-election after the 4th session Guo Ying Appointment 2013.05.15 Board of Supervisors Supervisor Re-election after the 4th session Zhang Lanlan Be elected 2013.05.15 Board of Supervisors 32 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report VIIIFinancialReport 1. Audit report Whether the biannual report has been audited □ Yes √ No 2. Financial statement The unit in the statement of the financial annotations is RMB yuan. 2.1 Consolidated balance sheet Compiling unit: Yantai Changyu Pioneer Wine Co., Ltd. Unit: Yuan Item Note Ending balance Beginning balance Current assets Cash and bank 7.1 2,227,183,337 2,227,470,828 Settlement provisions Lending Trading financial assets Bills receivable 7.2 163,517,664 92,635,701 Trade receivables 7.4 119,197,728 135,217,384 Advances to suppliers 7.6 47,574,385 44,294,482 Premium receivable Reinsurance accounts receivable Receivable reserves for reinsurance contract Interest receivable 7.3 10,735,669 7,215,854 Dividends receivable Other receivables 7.5 39,733,336 28,462,945 Buy-in/sell-out financial assets Inventories 7.7 2,010,473,538 2,268,621,441 Non-current asset expire in a year Other current assets Total current assets 4,618,415,657 4,803,918,635 Non-current assets 33 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Item Note Ending balance Beginning balance Offering loans and imprest Available for sale financial assets Held-to-maturity investment Long-term receivables Long-term equity investments 7.8 5,000,000 5,000,000 Investment real estate Property, plant and equipment 7.9 1,844,993,698 1,823,983,721 Construction in progress 7.10 1,123,056,806 832,828,689 Construction materials Fixed assets disposal Biological assets 7.11 59,079,079 39,681,580 Oil and gas assets Intangible assets 7.12 284,537,130 278,293,922 Development expenditure Goodwill Long-term prepaid expense 7.13 161,328,979 160,871,860 Deferred tax assets 7.14 125,339,736 150,376,138 Other non-current assets 7.16 27,965,178 28,180,035 Total non-current assets 3,631,300,606 3,319,215,945 Total assets 8,249,716,263 8,123,134,580 Current liabilities Short-term loan Borrowings from the Central Bank Customer and interbank deposits Borrowing funds Trading of financial liabilities Bills payable Trade payables 7.17 252,896,316 324,881,168 Advances from customers 7.18 279,624,914 450,172,253 Sales/buyback financial assets Payable handling fees and commission Employee benefits 7.19 89,660,021 140,484,927 Taxes payable 7.20 169,196,578 444,084,576 34 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Item Note Ending balance Beginning balance Interest payable Dividends payable Other payables 7.21 486,067,359 470,650,111 Dividend payable for reinsurance Reserves for insurance contracts Acting trading securities Acting underwriting securities Non-current liability expire in a year 7.22 95,102,268 150,945,000 Other current liabilities 7.23 7,572,480 8,090,382 Total current liabilities 1,380,119,936 1,989,308,417 Non-current liabilities Long-term borrowings Bonds payable Long-term accounts payable Special accounts payable Estimated liabilities Deferred tax liabilities 7.14 5,336,115 5,336,115 Other non-current liabilities 7.24 64,200,804 69,004,861 Total non-current liabilities 69,536,919 74,340,976 Total liabilities 1,449,656,855 2,063,649,393 Owner’s equity (or shareholders’ equity) Paid-in capital (or capital stock) 7.25 685,464,000 685,464,000 Capital surplus 7.26 562,139,042 562,139,042 Minus: treasury stock Special reserves Surplus reserve 7.27 342,732,000 342,732,000 General risk preparation Retained earnings 7.28 5,063,343,357 4,322,769,136 Converted difference in foreign currency statements Total owner’s equity attributable to the parent company 6,653,678,399 5,913,104,178 Minority interests 146,381,009 146,381,009 Total owner’s equities (or shareholders’ equities) 6,800,059,408 6,059,485,187 Total liabilities and owner’s equities (or shareholders’ equities) 8,249,716,263 8,123,134,580 35 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report The legal representative: Sun Liqiang Accounting Supervisor: Leng Bin Accounting Department Manager: Jiang Jianxun 2.2 Balance sheet of the parent company Compiling unit: Yantai Changyu Pioneer Wine Co., Ltd. Unit: Yuan Item Note Ending balance Beginning balance Current assets Cash and bank 1,579,323,943 1,090,260,851 Trading financial assets Bills receivable 83,577,151 1,450,000 Trade receivables 15.1 2,140,874 710,080 Advances to suppliers 40,333,813 26,131,908 Interest receivable 10,735,669 7,215,854 Dividends receivable 961,075,226 993,614,383 Other receivables 15.2 2,305,315,256 2,194,219,753 Inventories 783,203,823 893,442,758 Non-current asset expire in a year Other current assets Total current assets 5,765,705,755 5,207,045,587 Non-current assets Available for sale financial assets Held-to-maturity investment Long-term receivables Long-term equity investments 15.3 1,010,192,893 1,006,492,893 Investment real estate Property, plant and equipment 360,604,567 354,789,743 Construction in progress 32,453,088 24,640,660 Construction materials Fixed assets disposal Biological assets 33,134,022 16,866,437 Oil and gas assets Intangible assets 80,391,367 81,512,908 Development expenditure Goodwill 36 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Item Note Ending balance Beginning balance Long-term prepaid expense Deferred tax assets 13,707,581 19,517,202 Other non-current assets 2,338,229 2,502,630 Total non-current assets 1,532,821,747 1,506,322,473 Total assets 7,298,527,502 6,713,368,060 Current liabilities Short-term loan Trading of financial liabilities Bills payable Trade payables 140,763,875 164,815,117 Advances from customers Employee benefits 65,164,147 80,144,533 Taxes payable -13,525,325 17,995,089 Interest payable Dividends payable Other payables 2,060,170,314 1,432,464,297 Non-current liability expire in a year Other current liabilities 1,821,114 1,856,337 Total current liabilities 2,254,394,125 1,697,275,373 Non-current liabilities Long-term borrowings Bonds payable Long-term accounts payable Special accounts payable Estimated liabilities Deferred tax liabilities Other non-current liabilities 19,041,530 19,905,019 Total non-current liabilities 19,041,530 19,905,019 Total liabilities 2,273,435,655 1,717,180,392 Owner’s equity (or shareholders’ equity) Paid-in capital (or capital stock) 685,464,000 685,464,000 Capital surplus 557,222,454 557,222,454 Minus: treasury stock 37 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Item Note Ending balance Beginning balance Appropriative reserve Surplus reserve 342,732,000 342,732,000 General risk preparation Retained earnings 3,439,673,393 3,410,769,214 Converted difference in foreign currency statements Total owner’s equities (or shareholders’ equities) 5,025,091,847 4,996,187,668 Total liabilities and owner’s equities (or shareholders’ equities) 7,298,527,502 6,713,368,060 The legal representative: Sun Liqiang Accounting Supervisor: Leng Bin Accounting Department Manager: Jiang Jianxun 2.3 Consolidated profit statement Compiling unit: Yantai Changyu Pioneer Wine Co., Ltd. Unit: Yuan Item Note Sum of current period Sum of prior period 1. Revenue 2,539,378,234 3,012,584,089 Including: Operating income 7.29 2,539,378,234 3,012,584,089 Interest income Earned premium Handling fees and commission income 2. Total cost of sales 1,558,864,572 1,791,795,774 Including: Cost of sales 7.29 759,692,089 727,833,473 Interest expenditure Handling fees and commission expenditure Premium rebate Net amount of indemnity expenditure Net amount of insurance contract reserve fund withdrawal Policy bonus payment Amortized reinsurance expenditures Taxes and surcharges 7.30 123,601,977 150,023,860 Selling expenses 7.31 584,280,630 821,144,459 Administrative expenses 7.32 104,896,929 109,340,306 Financial expenses 7.33 -13,607,053 -16,206,681 38 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Item Note Sum of current period Sum of prior period Loss for impairment of assets 7.34 -339,642 Plus: fair value charge profit (loss is listed with "-") Investment profit (loss is listed with "-") 7.31 Including: investment profit for joint-run business and joint venture Exchange income (loss is listed with "-") 3. Operating profit (loss is listed with "-") 980,513,662 1,220,788,315 Plus: Non-operating income 7.35 5,675,494 8,833,562 Minus: Non-operating expenses 7.36 1,139,419 2,332,911 Including: losses on disposal of 392,956 2,049,999 non-current assets 4. Total profits (total loss is listed with "-") 985,049,737 1,227,288,966 Minus: Income taxes 7.37 244,475,516 306,145,488 5. Net profit (net loss is listed with "-") 740,574,221 921,143,478 Including: Realized net profit of the consolidated party before consolidation Attributable to equity holders of the company 740,574,221 921,143,478 Minority interests 6. Earnings per share -- -- (1) Basic earnings per share 7.38 1.08 1.34 (2) Diluted earnings per share 7.38 1.08 1.34 7. Other Comprehensive Income 8. Comprehensive Income 740,574,221 921,143,478 (1) Attributable to equity holders of the company 740,574,221 921,143,478 (2) Attributable to minority interests The legal representative: Sun Liqiang Accounting Supervisor: Leng Bin Accounting Department Manager: Jiang Jianxun 2.4 Profit statement of the parent company Compiling unit: Yantai Changyu Pioneer Wine Co., Ltd. Unit: Yuan Item Note Sum of current period Sum of prior period 1. Revenue 15.4 715,083,136 771,858,410 Minus: Cost of sales 15.4 585,109,268 630,970,052 39 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Item Note Sum of current period Sum of prior period Taxes and surcharges 61,432,785 71,505,753 Selling expenses Administrative expenses 59,247,136 65,432,098 Financial expenses -13,193,582 -17,393,242 Loss for impairment of assets -339,642 Plus: fair value charge profit (loss is listed with "-") Investment profit ((loss is listed with "-") 15.5 11,140,442 12,000,000 Including: investment profit for joint-run business and joint venture 2. Operating profit (loss is listed with "-") 33,627,971 33,683,390 Plus: Non-operating income 1,104,393 985,550 Minus: Non-operating expenses 86,189 2,075,335 Including: losses on disposal of non-current assets 2,480 2,040,174 3. Total profits (total loss is listed with "-") 34,646,175 32,593,605 Minus: Income tax 5,741,996 3,073,962 4. Net profit (net loss is listed with "-") 28,904,179 29,519,643 5. Earnings per share -- -- (1) Basic earnings per share 0.04 0.04 (2) Diluted earnings per share 0.04 0.04 6. Comprehensive Income 7. Total comprehensive Income 28,904,179 29,519,643 The legal representative: Sun Liqiang Accounting Supervisor: Leng Bin Accounting Department Manager: Jiang Jianxun 2.5 Consolidated statement of cash flow Compiling unit: Yantai Changyu Pioneer Wine Co., Ltd. Unit: Yuan Item Sum of current period Sum of prior period 1. Cash flows from operating activities: Cash received from sales of goods and rending of services 2,594,618,747 3,376,086,666 Net increase in customer and interbank deposits Net increase in borrowings from central bank Net increase in borrowings from other financial institutions Cash received from receiving insurance premium of original 40 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Item Sum of current period Sum of prior period insurance contract Net cash received from reinsurance business Net increase in policy holder deposits and investment funds Net increase in dealing with trading financial assets Cash received from collecting interest, handling fees and commission Net increase in borrowings Net increase in repurchasement business funds Tax refund received 17,998,725 24,650,249 Other cash received related to operating activities 45,571,455 42,554,630 Subtotal of cash flows of operating activities 2,658,188,927 3,443,291,545 Cash paid for goods and services 593,465,656 767,117,458 Net increase in customer loans and advances Net increase in deposits in central bank and interbank deposits Cash paid to original insurance contract payments Cash paid to interest, handling fees and commission Cash paid to policy bonus Cash paid to and on behalf of employees 224,792,482 220,843,252 Cash paid for taxes and expenses 979,129,937 1,221,867,315 Other cash paid related to operating activities 451,642,363 648,992,180 Sub-total of cash outflows of operating activities 2,249,030,438 2,858,820,205 Net cash flow from operating activities 409,158,489 584,471,340 2. Cash flow from investing activities: Cash received from return of investment Fixed deposit with the term of over 3 months 457,524,719 342,320,001 Cash received from obtaining investment profit 7,651,150 18,269,624 Cash received from disposal of fixed assets, intangible assets 4,000 152,026 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 465,179,869 360,741,651 Cash paid to acquire fixed assets, intangible assets and other 417,217,901 310,153,049 long-term assets 41 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Item Sum of current period Sum of prior period Cash for investment Cash paid to buy fixed deposit with the term of over 3 months 550,392,728 Net increase in hypothecated loan Net cash paid to acquire branch and other business unit Other cash paid related to investment activities Subtotal of cash outflows of investment activities 967,610,629 310,153,049 Net cash flow from investing activities -502,430,760 50,588,602 3. Cash flow from financing activities Cash received from acquiring investment Including: cash received from acquiring minority shareholders investment by branch Cash received from acquiring loans Cash received from issuing bonds Other cash received related to financing activities Subtotal cash flows of financing activities Cash paid to pay debts Cash paid to distribute dividend, profit or pay interest 801,465,600 Including: dividend and profit paid to minority shareholders by branch Other cash paid related to financing activities Subtotal of cash outflows of financing activities 801,465,600 Net cash flow from financing activities -801,465,600 4. Influences of exchange rate fluctuation on cash and cash equivalents 5. Net Increase in cash and cash equivalents -93,272,271 -166,405,658 Plus: balance at the beginning of the period of cash and cash 1,562,294,026 1,256,517,873 equivalents 6. Balance at the end of the period of cash and cash 1,469,021,755 1,090,112,215 equivalents The legal representative: Sun Liqiang Accounting Supervisor: Leng Bin Accounting Department Manager: Jiang Jianxun 42 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 2.6 Statement of cash flow of the parent company Compiling unit: Yantai Changyu Pioneer Wine Co., Ltd. Unit: Yuan Item Sum of current period Sum of prior period 1. Cash flows from operating activities: Cash received from sales of goods and rending of services 653,588,149 839,447,070 Tax refund received 6,272,432 7,642,578 Other cash received related to operating activities 393,008,207 25,626,302 Subtotal of cash flows of operating activities 1,052,868,788 872,715,950 Cash paid for goods and services 310,853,962 583,262,290 Cash paid to and on behalf of employees 61,492,292 83,043,588 Cash paid for taxes and expenses 174,337,248 202,948,803 Other cash paid related to operating activities 27,978,590 533,878,093 Sub-total of cash outflows of operating activities 574,662,092 1,403,132,774 Net cash flow from operating activities 478,206,696 -530,416,824 2. Cash flow from investing activities: Cash received from return of investment Fixed deposit with the term of over 3 months 457,524,719 342,320,001 Cash received from obtaining investment profit 51,330,749 1,042,319,919 Net cash received from disposal of fixed assets, intangible 4,000 55,925 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 508,859,468 1,384,695,845 Cash paid to acquire fixed assets, intangible assets and other 36,895,124 32,701,210 long-term assets Cash for investment 3,700,000 4,424,000 Cash paid to buy fixed deposit with the term of over 3 months 538,392,728 Net cash paid to acquire branch and other business unit Other cash paid related to investment activities Subtotal of cash outflows of investment activities 578,987,852 37,125,210 Net cash flow from investing activities -70,128,384 1,347,570,635 3. Cash flow from financing activities Cash received from acquiring investment 43 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Item Sum of current period Sum of prior period Cash received from acquiring loans Cash received from issuing bonds Other cash received related to financing activities Subtotal cash flows of financing activities Cash paid to pay debts Cash paid to distribute dividend, profit or pay interest 801,465,600 Other cash paid related to financing activities Subtotal of cash outflows of financing activities 801,465,600 Net cash flow from financing activities -801,465,600 4. Influences of exchange rate fluctuation on cash and cash equivalents 5. Net Increase in cash and cash equivalents 408,078,312 15,688,211 Plus: balance at the beginning of the period of cash and cash 425,084,049 296,735,240 equivalents 6. Balance at the end of the period of cash and cash 833,162,361 312,423,451 equivalents The legal representative: Sun Liqiang Accounting Supervisor: Leng Bin Accounting Department Manager: Jiang Jianxun 44 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 2.7 Consolidated owner’s equity changing list Unit: Yuan Sum of current period Shareholders’ equity of parent company Item Minus: Minority Total Paid-in capital Capital Special Surplus General risk Undistributed Treasury Others stockholders’ shareholders’ (or capital stock) reserves reserves reserves preparation profits stock equity equity 1. Balance at the end of last 685,464,000 562,139,042 342,732,000 4,322,769,136 146,381,009 6,059,485,187 year Plus: Accounting policies changing Previous error correction Others 2. Balance at the beginning of 685,464,000 562,139,042 342,732,000 4,322,769,136 146,381,009 6,059,485,187 this year 3. Increasing or reducing amount of this year (reducing 740,574,221 740,574,221 amount is listed with "-") 3.1 Net profits 740,574,221 740,574,221 3.2 Other Comprehensive Income Subtotal of above 3.1 and 3.2 740,574,221 740,574,221 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 3.4.1 Drew surplus reserves 45 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Sum of current period Shareholders’ equity of parent company Item Minus: Minority Total Paid-in capital Capital Special Surplus General risk Undistributed Treasury Others stockholders’ shareholders’ (or capital stock) reserves reserves reserves preparation profits stock equity equity 3.4.2 Drew general risk preparation 3.4.3 Distribution to owners (or shareholders) 3.4.4 Others 3.5 Internal transfer of owners' equity 3.5.1 Capital reserves transferred and increased capital (or capital stock) 3.5.2 Surplus reserves transferred and increased capital (or capital stock) 3.5.3 Surplus reserves covering deficit 3.5.4 Others 3.6 Special reserves 3.6.1 Withdrawal of this period 3.6.2 Usage of this period 3.7 Others 4. Banlance at the end of this 685,464,000 562,139,042 342,732,000 5,063,343,357 146,381,009 6,800,059,408 period Unit: Yuan Item Sum of current period Shareholders’ equity of parent company Minority Total 46 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Minus: Paid-in capital Capital Special Surplus General risk Undistributed Treasury Others (or capital stock) reserves reserves reserves preparation profits stock 1. Balance at the end of last 527,280,000 562,139,042 295,942,630 3,628,279,989 136,318,487 5,149,960,148 year Plus: Accounting policies changing Previous error correction Others 2. Balance at the beginning of 527,280,000 562,139,042 295,942,630 3,628,279,989 136,318,487 5,149,960,148 this year 3. Increasing or reducing amount of this year (reducing 158,184,000 46,789,370 694,489,147 10,062,522 909,525,039 amount is listed with "-") 3.1 Net profits 1,700,928,117 1,700,928,117 3.2 Other Comprehensive Income Subtotal of above 3.1 and 3.2 1,700,928,117 1,700,928,117 3.3 Owners' invested and 10,062,522 10,062,522 reduced capital 3.3.1 Owners' invested capital 10,062,522 10,062,522 3.3.2 Amount of shares paid and reckoned in owners' equity 3.3.3 Others 3.4 Profit distribution 46,789,370 -848,254,970 -801,465,600 3.4.1 Drew surplus reserves 46,789,370 -46,789,370 3.4.2 Drew general risk preparation 3.4.3 Distribution to owners -801,465,600 -801,465,600 (or shareholders) 3.4.4 Others 3.5 Internal transfer of 158,184,000 -158,184,000 47 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Sum of current period Shareholders’ equity of parent company Item Minus: Minority Total Paid-in capital Capital Special Surplus General risk Undistributed Treasury Others stockholders’ shareholders’ (or capital stock) reserves reserves reserves preparation profits stock equity equity owners' equity 3.5.1 Capital reserves transferred and increased capital (or capital stock) 3.5.2 Surplus reserves transferred and increased capital (or capital stock) 3.5.3 Surplus reserves covering deficit 3.5.4 Others 158,184,000 -158,184,000 3.6 Special reserves 3.6.1 Withdrawal of this period 3.6.2 Usage of this period 3.7 Others 4. Banlance at the end of this 685,464,000 562,139,042 342,732,000 4,322,769,136 146,381,009 6,059,485,187 period 2.8 Owner’s equity changing list of the parent company Unit: Yuan Sum of current period Item Minus: Paid-in capital (or Capital Special Surplus General risk Undistributed Total owner’s Treasury capital stock) reserves reserves reserves preparation profits equity stock 1. Balance at the end of last year 685,464,000 557,222,454 342,732,000 3,410,769,214 4,996,187,668 Plus: Accounting policies changing 48 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Previous error correction Others 2. Balance at the beginning of this year 685,464,000 557,222,454 342,732,000 3,410,769,214 4,996,187,668 3. Increasing or reducing amount of this 28,904,179 28,904,179 period (reducing amount is listed with "-") 3.1 Net profits 28,904,179 28,904,179 3.2 Other Comprehensive Income Subtotal of above 3.1 and 3.2 28,904,179 28,904,179 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 3.4.1 Drew surplus reserves 3.4.2 Drew general risk preparation 3.4.3 Distribution to owners (or shareholders) 3.4.4 Others 3.5 Internal transfer of owners' equity 3.5.1 Capital reserves transferred and increased capital (or capital stock) 3.5.2 Surplus reserves transferred and increased capital (or capital stock) 3.5.3 Surplus reserves covering deficit 3.5.4 Others 3.6 Special reserves 3.6.1 Withdrawal of this period 3.6.2 Usage of this period 3.7 Others 4. Banlance at the end of this period 685,464,000 557,222,454 342,732,000 3,439,673,393 5,025,091,847 49 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Unit: Yuan Sum of prior period Item Minus: Paid-in capital (or capital Capital Special Surplus General risk Undistributed Total owner’s Treasury stock) reserves reserves reserves preparation profits equity stock 1. Balance at the end of last year 527,280,000 557,222,454 295,942,630 3,286,312,378 4,666,757,462 Plus: Accounting policies changing Previous error correction Others 2. Balance at the beginning of this year 527,280,000 557,222,454 295,942,630 3,286,312,378 4,666,757,462 3. Increasing or reducing amount of this period (reducing amount is listed with 158,184,000 46,789,370 124,456,836 329,430,206 "-") 3.1 Net profits 1,130,895,806 1,130,895,806 3.2 Other Comprehensive Income Subtotal of above 3.1 and 3.2 1,130,895,806 1,130,895,806 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 46,789,370 -848,254,970 -801,465,600 3.4.1 Drew surplus reserves 46,789,370 -46,789,370 3.4.2 Drew general risk preparation 3.4.3 Distribution to owners (or -801,465,600 -801,465,600 shareholders) 3.4.4 Others 3.5 Internal transfer of owners' equity 158,184,000 -158,184,000 3.5.1 Capital reserves transferred and increased capital (or capital stock) 3.5.2 Surplus reserves transferred and 50 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report increased capital (or capital stock) 3.5.3 Surplus reserves covering deficit 3.5.4 Others 158,184,000 -158,184,000 3.6 Special reserves 3.6.1 Withdrawal of this period 3.6.2 Usage of this period 3.7 Others 4. Banlance at the end of this period 685,464,000 557,222,454 342,732,000 3,410,769,214 4,996,187,668 51 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 3. Basic information of this company 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 and champagne. Pursuant to the approval from the Government of Shandong Province (Luzheng [1997]119), the Company was reorganized as a joint stock limited company on April 10, 1997. On September 23, 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 September 18, 1997, the Company obtained the business license with the registered number No. 26718011-9. In October 2000, the Company was approved by CSRC Zheng Jian Zi [2000] No.148 to issue 32,000,000 domestically listed Common Shares (“A Shares”). The A shares were listed on Shenzhen Stock Exchange on October 26, 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%. In June 2012, the Company gave additional 3 shares per 10 shares to all shareholders on the base number of total equity of 527,280,000 on December 31, 2011, totally increased capital stock of 158,184,000 shares. By December 31, 2012, the Company issued capital stock totally of 685,464,000 shares accumulatively. The holding company of the Group is Changyu Group Company, which was ultimately controlled by Yantai SASAC, ILLVA Saronno Investment Italy, International Finance Corporation and Yaitai Yuhua Investment and Development Company Limited. 4. Main accounting policies, accounting estimates and previous error 4.1 Basis of preparation of financial statement These financial statements have been prepared in accordance with Chinese Accounting Standards---Basic Standards (“CAS”) published by Ministry of Finance in February 2006 and 38 detailed accounting standards, guidelines, interpretations and other regulations (generally called “Chinese Accounting Standards”). The financial statements are prepared on a going concern basis. 52 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 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. 4.2 Statement on compliance with CAS The financial statements fulfill the requirement of CAS and give a true and fair view of the financial position of the Company and of the Group as at June 30, 2013, and of the operating results and cash flows for January-June 2013. 4.3 Accounting year The accounting year of the Group is from January 1 to December 31. 4.4 Reporting currency The Group reporting and presentation currency is the Renminbi (“RMB”). Unless otherwise stated, the unit of the currency is Yuan. 4.5 Accounting treatment method for business combination under common control and non-common control 4.5.1 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 the 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 acquiree. The assets and liabilities obtained by the acquirer shall be measured on the basis of the 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 acquired by the acquirer and the carrying amount of the consideration paid by it (or the total par value of the shares issued), the balance of stock premium in capital surplus and transfer-in capital surplus under original policies shall be adjusted. If the amount is not sufficient to offset the value of the net assets acquired, retained earnings shall be adjusted. 53 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 4.5.2 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 ultimately controlled by the different party or same parties before and after the business combination. The combining entity that obtains control of the 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 acquiree. Under business combination under non-common control, the acquiree may recognize the fair value of assets, liabilities and contingent liabilities. When the sum of the fair value of paid combination consideration (or the fair value of issued equity securities) and the fair value of acquiree’s equity held before the acquisition date is larger than acquiree recognizable net assets fair value acquired in combination, the difference should be recognized as goodwill, which shall be subsequently measured by subtracting accumulative depreciation loss from cost. If the sum of the fair value of paid combination consideration (or the fair value of issued equity securities) and the fair value of acquiree’s equity held before the acquisition date is smaller than acquiree recognizable net assets fair value acquired in combination, the fair value of each recognizable assets, liabilities and contingent liabilities of acquiree and the measurement of the fair value of paid combination consideration (or the fair value of issued equity securities) and the fair value of acquiree’s equity held before the acquisition date shall be rechecked firstly. After rechecking, if the sum of the fair value of paid combination consideration (or the fair value of issued equity securities) and the fair value of acquiree’s equity held before the acquisition date is still smaller than acquiree recognizable net assets fair value acquired in combination, the difference shall be counted into current profits and losses. 4.6 Compiling methods of consolidated financial statements 4.6.1 Compiling methods of 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 June 30, 2013. Subsidiary refers to the enterprise or main body controlled by this company. Accounting policies adopted by the subsidiaries are in consistency with the policies adopted by the Company. All intercompany balances, transactions, unrealized profits and losses and dividends within the Group are eliminated in full on consolidation. When losses of current period borne by minority shareholders of a subsidiary exceed the shares of minority shareholders in the shareholders’ equity of such subsidiary at the period beginning, the 54 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report balance shall be used to reduce the minority shareholders’ equity. Any changes of minority shareholders’ equity that do not result loss of control is accounted for as equity transaction. For the subsidiaries acquired through business combination under non-common control, their operating result and cash flow shall be included in the Group from the date the parent company obtains the control. In preparation of the consolidated financial statements, the financial statements of the subsidiary shall be adjusted on the basis of the fair value of the identifiable assets and liabilities and contingent liabilities determined on the acquisition date. For the subsidiaries acquired through business combination under common control, their operating result and cash flow shall be included in the opening balances of the Group in the acquisition period. When compiling comparison consolidated financial statement, related items of previous financial statement shall be adjusted. It shall be deemed that the reported main body formed by consolidation exists after the final controlling party begins to control. 4.7 Recognition standards of cash and cash equivalents Cash comprises cash on hand and demand deposit of this Group. Cash equivalents refers to short term highly liquid investments which are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. 4.8 Foreign currency transactions and foreign currency statement translating 4.8.1 Foreign currency transactions For any foreign currency transactions, the foreign currency amount shall be translated to booking standard money. During the initial recognition of foreign currency transactions, the foreign currency amount shall be translated to booking standard money by adopting the spot exchange rate on the date that the transaction occurs. On the balance sheet date, monetary items denominated in foreign currencies are retranslated by the spot exchange rate on the balance sheet date. All settlements and translating differences of monetary items are taken to the income statement of current period with the exception of differences on specified foreign currency borrowings related to the assets in accordance with the capitalisation conditions which shall be dealed with according to the priciples of borrowing capitalisation. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the spot exchange rate on the date that the transaction occurs, and the amount of booking standard money shall not be changed. Non-monetary items measured at fair value in a foreign currency are translated using the spot exchange rate on the date when the fair value is determined, and the accrued difference is accounted into income statement of current period or other comprehensive income according to the nature of non-monetary items. Foreign currency cash flows are translated using the spot exchange rate prevailing on the date that the cash flows occur. The effect of exchange rate changes on cash is separately presented as an adjustment item in the cash flow statement. 55 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 4.9 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. 4.9.1 Classification of financial assets Financial assets are classified into the following categories when they are initially recognized, including financial assets at fair value through profits or losses, held to maturity investments, loans and receivables, financial assets available for sale, and derivative instrument appointed as effective hedging instrument. The classification of financial assets is confirmed while initial recognition. Financial liabilities are classified into the following categories when they are initially recognized, including financial liabilities at fair value through profits or losses, other financial liabilities, and derivative instrument appointed as effective hedging instrument. The classification of financial liabilities is confirmed while initial recognition. 4.9.2 Recognition reference and measurement methods of financial instruments Financial assets of this Group are 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. The subsequent measurement of financial assets depends on the 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, except for the derivative instrument being appointed as effective arbitrage tool, derivative instrument that belongs to financial assurance contract and derivative instrument that links with equity tools with no quoted market price in an active market and the fair value cannot be reliably measured and be settled by delivering such equity tool. Theses financial assets are subsequently measured at fair value, and all the realized and unrealized profits and losses are 56 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report included in profits and losses of the current period. The dividends and interest income related to financial assets at fair value through profits and losses are included in profits and losses of the current period. 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 through the amortization or impaired, as well as finally recognized. 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 through the amortization process or impaired. 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. For financial liabilities at fair value through profits and losses of this Group, 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. The subsequent measurement of financial liabilities depends on the classification: Financial liabilities at fair value through profits and losses 57 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Financial liabilities at fair value 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, except for the derivative instrument being appointed as effective arbitrage tool, derivative instrument that belongs to financial assurance contract and derivative instrument that links with equity tools with no quoted market price in an active market and the fair value cannot be reliably measured and be settled by delivering such equity tool. 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. 4.9.3 Recognition reference and measurement methods for 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 derecognised and the assets and liabilities are recognized accordingly; if the Group did not waive the control of 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. 4.9.4 Conditions for terminated recognition of financial liabilities If the following conditions are met, the recognition of financial asset shall be terminated (or part of financial asset, or part of a group of similar financial assets): (i) If the right for collecting the cash flow of the said financial asset is terminated; or 58 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report (ii) If the right for collecting the cash flow of the said financial asset is transferred, or the obligation of paying all the collected cash flow to the third party is borne under “handling over” agreement and (a) almost all the risks and rewards on financial asset ownership are transferred actually, or (b) although the risks and rewards on financial asset ownership aren’t transferred actually or maintained, the control to such financial asset has been given up. A financial liability is finally recognized 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 final recognition 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. 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. 4.9.5 Recognition methods of fair value of financial assets and financial liabilities 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. 4.9.6 Impairment test method and method for accruing impairment provision of financial assets (excluding accounts receivable) 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. Financial 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 (namely, the 59 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report effective interest rate calculated and determined for initial recognition) after taking into account of the collateral over these balances. As for floating interest rate, the current effective interest rate regulated in the contract shall be adopted as the discount rate for calculating the present value of future cash flow. 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. 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 cumulative 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 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 directly recognized in other 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 will not be reversed. 60 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 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. 4.10 Recognition standards and accrual methods for bad account provision of accounts receivable 4.10.1 Bad account provision of individually significant accounts receivable On the balance sheet date, this Group carried out impairment Judgement reference or amount standard for individually significant provision assessment independently on the individual amount accounts with book balance over RMB 3,000,000 yuan among the accounts receivable and other receivables. If there is objective evidence that an impairment has been Accruing method for individually significant accounts accrued for incurred, the impairment losses are recognized according to bad account provision individually the difference between the present value of future cash flow and the book value, and impairment provision is accrued. 4.10.2 Individually insignificant accounts receivable accrued for bad account provision individually If there is objective evidence that this Group can’t call back the accounts according to original articles, the individually Reasons for accruing for bad account provision individually insignificant accounts receivable can be accrued for bad account provision individually. The impairment losses are recognized according to the Methods for accruing bad account provision difference between the present value of future cash flow and the book value, and impairment provision is accrued. 4.11 Inventories 4.11.1 Classification of inventories Inventories comprises raw materials, goods in process, commodity stocks. The inventories are initially measured in cost. The cost of inventory consists of purchase costs, processing costs and other costs. 61 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report The agricultural products after the harvest are handled in accordance with the CAS 1- Inventories. 4.11.2 Pricing method for sending out inventories Pricing method: Weighted average method 4.11.3 Recognition reference of the net realisable value of inventories and the method for accruing inventory depreciation provision Inventories are stated at the lower of cost and net realisable value at the balance sheet date. If the cost of inventories is higher than the net realizable value, the provision for the loss on decline in value of inventories are made and be recognized in income statement. If the factors causing any impairment of the inventories have disappeared, the amount of impairment are resumed and be reversed from the provision for the loss on decline in value of inventories that has been made. The reversed amount is recognised in the income statement of current year. The net realisable value is determined based on the estimated selling prices less any estimated costs to be incurred to disposal. The inventory provision for finished goods are assessed on the ground of each item of inventories, and that for raw materials are made on the ground of the categories of inventories. Inventories that are relevant to products produced and sold in the same region, have the same or similar end use or purpose and difficult to be measured separately from other items shall be accrued for inventory depreciation provision. 4.11.4 Inventory system for the inventories Inventory system: Perpetual inventory system 4.11.5 Amortization method of low-priced and easily-worn articles and packages Amortization method of low-priced and easily-worn articles: One-off amortization method Amortization method of packages: One-off amortization method 4.12 Long-term equity investments 4.12.1 Recognition of initial investment cost Long-term equity investments comprise investments in subsidiaries, investments in joint ventures, investments in associates and rights and interests investment that has no controls, has no joint control or significant influence to the invested entity, has no quoted market price in an active market and the fair value cannot be reliably measured. Long-term equity investments are initially measured at initial investment cost. For long-term equity investments acquired from business combination under common control, the initial investment cost is 62 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report recorded at the book value of the owner’s equity of the acquiree acquired. For long-term equity investments acquired from business combination under non-common control, the initial investment cost is recorded at combination cost (where the business combination under non-common control is realized by steps through multiple transactions, the sum of the book value of the acquiree’s equity investment held before the acquisition date and the newly increased investment cost on the acquisition date shall be regarded as initial investment cost). Combination cost includes the sum of the assets paid by the acquirer, accrued or assumed liabilities, and the fair value of issued equity securities.As for long-term equity investments acquired from methods other than business combination, the initial investment cost is recorded at cash paid plus any direct expense, tax or other necessary 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. 4.12.2 Subsequent measurement and recognition of loss and profit Long-term equity investments by which Group has no controls, has no joint control or significant influence to invested entities, has no quoted market price in an active market and the fair value cannot be reliably measured are measured on cost method basis. Long-term equity investments by which the company has control to the invested entities shall be measured on cost method basis in separate financial statement of this company. The invested entities over which the Group has joint control or significant influence are measured on equity method basis. When cost method is adopted, the long-term equity investments are measured at the initial investment cost, except that the initial investment cost contains declared and unissued cash dividend or profit. The dividends or profits declared to distribute by the invested entity are recognized as the current investment income. Impairment is assessed according to relevant policies. Excess of the initial cost of investment over the Group’s interest in the fair value of the identifiable net assets of the invested entity should be included in the initial cost of long-term equity investment; Excess of the Group’s interest in the fair value of identifiable net assets of the invested entities over the initial cost of investment should be recognized in income statement. The Group will recognize the investment profits or losses and adjust the book value of the long-term equity investment in accordance with the attributable share of the net profits or losses of the invested entity on equity method basis. The attributable share of the net profits and losses of the invested entity should be recognised on the ground of the fair value of all identifiable assets in accordance with the accounting policy and accounting period of the Group (recognized in full if the internal transaction loss belongs to assets impairment loss), and the inter-company transactions between the associate and joint ventures attributable to the Group on the ground of the interest in invested entities should be eliminated after making adjustments on the net profits of the invested entities. For the investment in associate and joint ventures before the first-time adoption date, the debit balance of the investments, 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 63 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report invested entity should be recognized until the book value of the long-term equity investment and other long-term rights and interests which substantially form 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 when disposing of the long-term equity investment. While dealing with long-term equity investment on equity method basis, the part that is accrued into shareholder’s rights and interests shall be transferred into current profits and losses according to relevant proportion. 4.12.3 Reference for recognizing common control and significant influence on invested unit Control refers to the right of deciding the financial and operating policies of an enterprise, and getting interests from the operating activities of such enterprise. Joint control refers to the mutual control to a certain economic activity according to contract agreement and exists only when the investing parties who need to share the control power agree unanimously for making important financial and operating decisions related to such economic activity. Significant influence refers to the right to take part in decision making of financial and operating policies of an enterprise, but can’t control the formulation of such policies independently or with other parties. 4.12.4 Impairment test method and method for accruing impairment provision On each balance sheet date, the Group made assessment on whether or not there is any indication of potential impairment of long-term equity investment. If there is any evidence that indicates the possibility of asset impairment, the recoverable amount of the asset is estimated. If the recoverable amount of the asset is lower than the book value, asset impairment provision shall be accrued according to the difference and charged to the income statement in the period. After the impairment loss of long-term equity investment has been recognized, it won’t be reversed in future accounting periods. 4.13 Fixed assets 4.13.1 Recognition conditions of fixed assets Fixed assets can only be confirmed that the economic benefits relating to the fixed assets are likely to flow into the Group, and the cost of the fixed assets can be measured reliably. If the subsequent expenses related to the fixed asset meet the confirmation conditions, they shall be included in the cost of fixed asset; the book value of the substituted part shall be terminated, otherwise, they shall be included in the current profits and losses. Fixed assets are initially measured at its cost. The cost of purchased fixed assets includes the purchase price, relevant taxes, freight, loading and unloading fees, professional service fees and other expenditures attributed to the fixed assets before they have been put 64 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report into operation. 4.13.2 Depreciation methods of kinds of fixed assets Depreciation is calculated on the fixed year average method basis. The estimated useful life, residual value and annual depreciation rate are as follows: Estimated useful life Estimated residual value 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% If the components of fixed assets have different useful lives or provide economic benefits to the Group in different patterns, different depreciation rates should be used. The Group reviewed the useful life, expected net salvage value, and the depreciation method of the fixed assets at least at the end of each year, and made adjustment on if necessary. 4.13.3 Impairment test method and method for accruing impairment provision of fixed assets On each balance sheet date, the Group made assessment on whether or not there is any indication of potential impairment of fixed assets. If there is any evidence that indicates the possibility of asset impairment, the recoverable amount of the asset is estimated. 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 on the ground of 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. After a loss of asset impairment has been recognized, it is not be reversed in future accounting periods. 4.14 Construction in progress 4.14.1 Classification of construction in progress Construction in progress are measured on actual construction costs, including the direct costs of construction, capitalised borrowing costs during the period of construction and other expenditures. 65 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 4.14.2 Reclassification standard and time of construction in progress to fixed assets Construction in progress is reclassified to the fixed assets when completed and ready for use. 4.14.3 Impairment test method and method for accruing impairment provision of construction in progress On each balance sheet date, the Group made assessment on whether or not there is any indication of potential impairment of construction in progress. If there is any evidence that indicates the possibility of asset impairment, the recoverable amount of the asset is estimated. 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 on the ground of 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. After a loss of asset impairment has been recognized, it is not be reversed in future accounting periods. 4.15 Borrowing costs 4.15.1 Recognition principles of borrowing costs capitalization 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 the fixed asset, investment real estate and inventory 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. 4.15.2 Capitalization period of borrowing costs 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 66 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report should be recognized in income statement. 4.15.3 Interruption period of capitalization 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. 4.15.4 Calculation method of capitalization amount of borrowing costs 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. 4.16 Biological assets The biological assets of the Group are vines. No biological asset may be recognized unless it satisfies the following conditions simultaneously: (i) The Group possesses or controls this biological asset due to past transaction or event, (ii) The economic benefits or services potential related to this biological asset is likely to flow into the Group, and (iii) The cost of this biological asset can be measured reliably. Biological assets comprise consumptive biological assets, productive biological assets, and public welfare biological assets. Biological assets are initially measured at its cost. The Group made deprecation for whose expected production and business purpose has been realized, and recorded as costs of relevant assets or expenses to the income statement of the current year. The depreciation method of productive biological asset is yearly average method. The useful life, expected net residual value and annual depreciation rate are as follows: 67 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Category Estimated useful life Estimated residual value Annual depreciation rate Vines 20 years 5% Consumptive biological assets and productive biological assets are examined as 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, provision should be made on the basis of the difference between the realizable net value or the recoverable amount and the book value and be recorded in the income statement of the current period. If the factors which cause any impairment of a consumptive biological asset have disappeared, the amount of impairment are resumed and reversed limited to the provision which has been made. The reversed amounts are recoginised in the income statement of the current period. After accrual, productive biological assets depreciation preparation shouldn’t be reversed. No provision should be made for public welfare biological assets. The Group reviewed the useful life, expected net salvage value, and the depreciation method of the productive biological assets at the end of each year. The costs of productive biological assets at the time of harvest are calculated by the total of materials expenses, labor fee and allocated overheads, and transferred to costs of agriculture products based on weighted average method. The costs of agriculture products before the harvest of productive biological asset are measured based on CAS 1- Inventories. At the time of sale, loss, death, damage or destroy of a biological asset, the balance after deducting the carrying amount and the relevant taxes from the disposal income are recognised in the income statement of the current period. 4.17 Intangible assets 4.17.1 Pricing method of intangible assets Intangible assets would only be recognized when it can bring economic benefits to the group and its cost could be reliably measured. The opening balance of such intangible assets is measured at its cost. For those intangible assets that acquired by merger and acquisition and its fair value could be reliably measured, their book value would be measured by its fair value. 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. 68 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Intangible assets with finite lives are amortized over the useful life on the straight line basis. The useful life and amortization method for an intangible asset with a finite useful life are reevaluated at the end of each year and regulated if necessary. Intangible assets with indefinite lives are assessed for impairment every year whenever there is an indication that the intangible asset may be impaired. This kind of intangible assets won’t be amortized and the useful live shall be rechecked at the end of each fiscal year. If there is evidence that the useful lives of the intangible assets are finite, accounting treatment shall be carried out according to the policies for intangible assets with finite lives. The land use rights obtained by this group are recorded as intangible assets. For self-constructed buildings, the land use rights and plants are recorded as intangible assets and Fixed assets respectively. Purchased buildings are allocated between land use rights and buildings based on actual payments, and are totally recorded as fixed assets when it is difficult to allocate. 4.17.2 Estimation of useful life of intangible assets with finite lives Item Predicted useful life Reference Land use right 50 years Useful life of land Software use right 5 years Predicted period of bringing economic benefits 4.17.3 Judgement reference of intangible assets with indefinite lives If the periods during which it can bring economic benefits to the Group cannot be reliably determined, the intangible assets are classified as intangible assets with indefinite useful life. However, the Group doesn’t have this kind of intangible assets. 4.17.4 Accruing of impairment provision of intangible assets 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 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 test at the end of 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 69 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report determined for the cash-generating unit to which the asset belongs. Cash generating unit is determined on the ground of 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 test, 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. When conducting impairment test 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 enterprise first carries out impairment test 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 test 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. 4.18 Amortization methods of long-term prepaid expenses Long term prepaid expenses are mortized over the useful economic life on a straight line basis. Amortization period: Land requisition fee 50 years Land lease prepayment 50 years Greening fee 5 years Others 50 years 70 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 4.19 Estimated liabilities 4.19.1 Recognition standards of estimated liabilities Besides the contingent consideration or liabilities through merger and acquisition, 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 estimate can be made of the amount of the obligation. 4.19.2 Measurement methods of estimated liabilities The estimated 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. 4.20 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, except for those without fair value according to the received or receivable contract or agreement price.The contract or agreement price is collected by the way of deferral. Revenue with financing nature 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 71 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 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 effective interest rate. 4.21 Government grants 4.21.1 Type 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 include grants related with assets and grants related with income. Government grants are recognized where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. 4.21.2 Accounting treatment method 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 acquired 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. Those to be used as compensation for future expenses or losses are recognized as deferred income and are be recorded in the profit and loss account for the period where the relevant expenses are recognized; or Those to be used as compensation for relevant expenses or losses already incurred are recorded directly in the profit and loss account for the current period. Grant which measured at nominal amount, should be recorded in income statement. 4.22 Deferred income tax assets and deferred income tax liabilities Income tax comprises current and deferred tax. Income tax is recognized in the income statement, or in equity if it relates to goodwill generated from merger or affairs causing recognition to equity. 72 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Current income tax liabilities or assets for the current and prior periods of this group are measured according to the income tax amount to be paid or returned that calculated as the regulation of tax law. Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities or items not recognized as assets or liabilities but can be measure at tax bases and their carrying amounts. 4.22.1 Reference for recognizing deferred income tax assets 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. 4.22.1 Reference for recognizing deferred income tax liabilities 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 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. 73 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. 4.23 Operating leases and financial leases 4.23.1 Accounting treatment of operating leases Leases that transfer substantially all the rewards and risks of ownership of assets to the Group, are accounted for as finance leases, otherwise are accounted for as operating leases. As a lessee to operate leasing business Rental expenses under the operating leases are credited to related costs of the assets or the income statement on the straight-line basis over the lease terms. Contingent rentals are recorded in income statement of the current period upon actual accrual. 4.24 Changes in main accounting policies and accounting estimates 4.24.1 Changes in accounting policies Nil 4.24.2 Changes in accounting estimates Nil 4.25 Correction of previous accounting errors 4.25.1 Retrospective restatement method Nil 4.25.2 Future application method Nil 4.26 Other main accounting policies, accounting estimates and compiling method of financial statement Employee benefits Employee benefits refer to all kinds of remunerations and other relevant reimbursements made by enterprises to their employees in exchange for services of employees. During accounting periods wherein an employee renders services to an enterprise, the Group recognized the benefits payable as a 74 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report liability. The benefits payable which will be matured over 1 year are discounted when it is material. Pensions, medical insurance, unemployment insurance, other social insurance and housing fund are recorded as cost of relevant assets or expenses for the current 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 period from the employee’s termination of service and the normal retirement of these staffs are recognized as employee benefits payable when meeting the above said retirement benefits recognition requirements, and recognized to income statement of the current period. 5 Taxes 5.1 Main taxes and tax rate of the Company Taxes Tax basis Tax rate VAT is levied at 17% on the invoiced amount after deduction of eligible Value added tax 17% input VAT. The consumption tax of the products of the Group, partial brandy, is levied at quantity and price of gross turnover, namely levied at 20% on Consumption tax 10%-20% taxable revenue and RMB 1,000 yuan per ton. For all other products, the consumption tax is levied at 10% on taxable revenue. Business tax The Group is subject to a business tax of 5% on its taxable revenue. 5% City development tax Levied at 7% of total business tax payment. 7% The Group is subject to a enterprise income tax rate of 25% on its taxable Enterprise income tax 25% income. 5.2 Tax incentives and relative permit Ningxia Changyu Grape Growing Co., Ltd., a subsidiary of the Company, whose principal activity is grape growing, is incorporated in Yongning County, Ningxia Hui Autonomous Region. According to clause 27 of PRC Enterprise Income Tax and clause 86 of PRC Enterprise Income Tax Measures for Implementation, the company enjoys an exemption of enterprise income tax. The subsidiary of the Company Xinjiang Tianzhu Wine Co., Ltd. is an enterprise engaged in the production and sales of bulk wine incorporated in Shihezi City, Xinjiang Uygur Autonomous Region. In accordance with 75 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report relevant regulations of Notice concerning Issuing Circular on Preferential Business Income Tax Polices for Newly Established Enterprises in Underprivileged Areas of Xinjiang (Provisional) (Cai Shui [2011] No. 60), and Notice of Financial & Tax Policies to Improve the Development of Agricultural Product Manufacturing Industry (Xin Zheng Fa [2010] No. 105), the company enjoys preferential business income tax policies. From the year, the company got the first operating revenue, from 2012 to 2015, the company shall be exempted from local enterprise income tax based on the preferential policy of enterprise income tax rate at 15%. The applicable tax rate in this year is 9%. The subsidiary of the Company Xinjiang Changyu Baron Balboa Chateau Co., Ltd. is an enterprise engaged in the production and sales of bulk wine incorporated in Shihezi City, Xinjiang Uygur Autonomous Region. In accordance with relevant regulations of Notice concerning Issuing Circular on Preferential Business Income Tax Polices for Newly Established Enterprises in Underprivileged Areas of Xinjiang (Provisional) (Cai Shui [2011] No. 60), and Notice of Financial & Tax Policies to Improve the Development of Agricultural Product Manufacturing Industry (Xin Zheng Fa [2010] No. 105), the company enjoys preferential business income tax policies. From the year, the company got the first operating revenue, from 2011 to 2015, the company shall be exempted from local enterprise income tax based on the preferential policy of enterprise income tax rate at 15%. The applicable tax rate in this year is 9%. 76 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 6 Business combination & consolidated financial statements 6.1 Particulars of the subsidiaries 6.1.1 Subsidiaries acquired by establishment or investment Unit: Yuan Balance after the owner’s Amount for equity in the parent company Other balance counteracting Actual Whether to counteracts the losses of included into Proportion Proportion Interests of minority Type of the Registered investment at consolidate minority shareholders in this Name of the subsidiary Registered place Business nature Business scope the net in shares of voting minority shareholders’ subsidiary capital the end of financial term higher than their investment to (%) power (%) shareholders profits/losses in the term statements owner’s equity in the the subsidiary interests of minority subsidiaries at the beginning shareholders of year Yantai Changyu Pioneer Vehicular Yantai City, Wholly-owned Transport Co., Ltd. Shandong Province, Transportation 300,000 Vehicle transportation service 300,000 100% 100% Yes subsidiary (“Vehicular China Transportation”) Beijing Changyu Sales Wholly-owned and Distribution Co., Beijing City, China Sales 1,000,000 Sales of wine 1,000,000 100% 100% Yes subsidiary Ltd. (“Beijing Sales”) Yantai Kylin Packaging Yantai City, Wholly-owned Production of packaging Co., Ltd. (“Kylin Shandong Province, Manufacturing 15,410,000 23,176,063 100% 100% Yes subsidiary materials Packaging”) (b) China 77 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Balance after the owner’s Amount for equity in the parent company Other balance counteracting Actual Whether to counteracts the losses of included into Proportion Proportion Interests of minority Type of the Registered investment at consolidate minority shareholders in this Name of the subsidiary Registered place Business nature Business scope the net in shares of voting minority shareholders’ subsidiary capital the end of financial term higher than their investment to (%) power (%) shareholders profits/losses in the term statements owner’s equity in the the subsidiary interests of minority subsidiaries at the beginning shareholders of year Yantai Changyu-Castel Yantai City, Wine Chateau Co., Ltd. Holding USD Shandong Province, Manufacturing Production and sales of wine 28,968,100 70% 100% Yes 12,365,016 (“Changyu Chateau”) subsidiary 5,000,000 China (c) Changyu (Jingyang) Jingyang County, Wholly-owned Pioneer Wine Co., Shaanxi Province, Manufacturing 1,000,000 Production and sales of wine 1,000,000 100% 100% Yes subsidiary Ltd. (“Jingyang Wine”) China Yantai Changyu Yantai City, Wholly-owned Pioneer Wine Sales Co., Shandong Province, Sales 8,000,000 Sales of wine 8,000,000 100% 100% Yes subsidiary Ltd. (“Sales Company”) China Langfang Development Zone Castel-Changyu Holding Langfang City, Hebei USD Manufacturing Production and sales of wine 19,835,730 49% 100% Yes 22,702,522 Wine Co., Ltd. subsidiary Province, China 6,108,818 (“Langfang Castel”) (d) Changyu (Jingyang) Jingyang County, Pioneer Wine Sales Wholly-owned Shaanxi Province, Sales 1,000,000 Sales of wine 1,000,000 100% 100% Yes Co., Ltd. (“Jingyang subsidiary China Sales”) Langfang Changyu Wholly-owned Langfang City, Hebei Sales 1,000,000 Sales of wine 1,000,000 100% 100% Yes 78 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Balance after the owner’s Amount for equity in the parent company Other balance counteracting Actual Whether to counteracts the losses of included into Proportion Proportion Interests of minority Type of the Registered investment at consolidate minority shareholders in this Name of the subsidiary Registered place Business nature Business scope the net in shares of voting minority shareholders’ subsidiary capital the end of financial term higher than their investment to (%) power (%) shareholders profits/losses in the term statements owner’s equity in the the subsidiary interests of minority subsidiaries at the beginning shareholders of year Pioneer Wine Sales Co., subsidiary Province, China Ltd. (“Langfang Sales”). Shanghai Changyu Sales and Distribution Wholly-owned Shanghai City, China Sales 1,000,000 Sales of wine 1,000,000 100% 100% Yes Co., Ltd. (“Shanghai subsidiary Sales”) Beijing Changyu AFIP Holding Wine Chateau Co., Ltd. Beijing City, China Manufacturing 110,000,000 Production and sales of wine 77,000,000 70% 100% Yes 35,293,868 subsidiary (“Beijing Chateau”) (e) Yantai Changyu Wine Yantai City, Wholly-owned Sales Co., Ltd. ( “Wine Shandong Province, Sales 5,000,000 Sales of wine 5,000,000 100% 100% Yes subsidiary Sales”) China Yantai Changyu Yantai City, Pioneer International Wholly-owned Import and export of goods and Shandong Province, Sales 5,000,000 5,000,000 100% 100% Yes Co., Ltd. (“Pioneer subsidiary technologies China International”) Hangzhou Changyu Hangzhou City, Wholly-owned Wholesale and retail of Wine Sales Co., Ltd. Zhejiang Province, Sales 500,000 500,000 100% 100% Yes subsidiary stereotypes packaging food (“Hangzhou Changyu”) China 79 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Balance after the owner’s Amount for equity in the parent company Other balance counteracting Actual Whether to counteracts the losses of included into Proportion Proportion Interests of minority Type of the Registered investment at consolidate minority shareholders in this Name of the subsidiary Registered place Business nature Business scope the net in shares of voting minority shareholders’ subsidiary capital the end of financial term higher than their investment to (%) power (%) shareholders profits/losses in the term statements owner’s equity in the the subsidiary interests of minority subsidiaries at the beginning shareholders of year Ningxia Changyu Yinchuan City, Grape Growing Co., Wholly-owned Ningxia Hui Planting and purchase of Planting 1,000,000 1,000,000 100% 100% Yes Ltd. (“Ningxia subsidiary Autonomous Region, grape Growing”) China Huanren Changyu Huanren Manchu National Wine Sales Wholly-owned Autonomous County, Sales 2,000,000 Wholesale and retail of wine 2,000,000 100% 100% Yes Co., Ltd. (“National subsidiary Liaoning Province, Wines”) China Liaoning Changyu Ice Holding Benxi City, Liaoning Production and sales of ice Wine Chateau Co., Ltd. Manufacturing 26,300,000 13,413,000 51% 100% Yes 16,959,292 wine subsidiary Province, China (“Ice Chateau”) (f) Yantai Development Yantai City, Zone Changyu TradingWholly-owned Shandong Province, Sales 5,000,000 Wholesale and retail of wine 5,000,000 100% 100% Yes Co., Ltd. (“Development subsidiary Zone Trading”) China Shenzhen Changyu Wine Marketing Ltd. Wholly-owned Futian District, Sales 500,000 Wholesale and retail of wine 500,000 100% 100% Yes (“Shenzhen subsidiary Shenzhen City, China Marketing”) Yantai Fushan District Wholly-owned Yantai City, Sales 5,000,000 Wholesale and retail of wine 5,000,000 100% 100% Yes Changyu Trading Co., subsidiary Shandong Province, 80 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Balance after the owner’s Amount for equity in the parent company Other balance counteracting Actual Whether to counteracts the losses of included into Proportion Proportion Interests of minority Type of the Registered investment at consolidate minority shareholders in this Name of the subsidiary Registered place Business nature Business scope the net in shares of voting minority shareholders’ subsidiary capital the end of financial term higher than their investment to (%) power (%) shareholders profits/losses in the term statements owner’s equity in the the subsidiary interests of minority subsidiaries at the beginning shareholders of year Ltd. (“Fushan Trading”) China Beijing AFIP Meeting Meeting service, food, Wholly-owned Miyun District, Center (“Meeting Service 500,000 accommodation, tourism and 500,000 100% 100% Yes subsidiary Beijing City, China Center”) (g) sales of souvenir Tourism and culture Beijing AFIP Tourism Holding Miyun District, communication, development and Culture Company Tourism 500,000 350,000 70% 100% Yes 2,966,399 subsidiary Beijing City, China of tourist resources and (“AFIP Tourism”) (h) meeting service Production and sales of wine, Ningxia Changyu Yinchuan Economic Wholly-owned packaging materials and Pioneer Wine Co., Ltd. and Technological Manufacturing 1,000,000 1,000,000 100% 100% Yes subsidiary planting, processing and (“Ningxia Wine”) Development Zone purchase of grape Yantai Changyu Tinlot Wholly-owned Wholesale and Chateau Co., Ltd. YEDA 80,000,000 Pre-packaged food 80,000,000 100% 100% Yes subsidiary retail (“Tinlot Chateau”) Qingtongxia City, Qing Tong Xia Changyu Wholly-owned Ningxia Hui Wholesale and retail of wine Wine Marketing Ltd. Sales 500,000 500,000 100% 100% Yes (“Qing Tong Xia Sales) subsidiary Autonomous Region, and business agency China 81 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Balance after the owner’s Amount for equity in the parent company Other balance counteracting Actual Whether to counteracts the losses of included into Proportion Proportion Interests of minority Type of the Registered investment at consolidate minority shareholders in this Name of the subsidiary Registered place Business nature Business scope the net in shares of voting minority shareholders’ subsidiary capital the end of financial term higher than their investment to (%) power (%) shareholders profits/losses in the term statements owner’s equity in the the subsidiary interests of minority subsidiaries at the beginning shareholders of year Xinjiang Changyu Shihezi City, Baron Balboa Chateau Wholly-owned Xinjiang Uygur Production and sales of wine Manufacturing 150,000,000 150,000,000 100% 100% Yes Co., Ltd. (“Shihezi subsidiary Autonomous Region, (bulk wine) Chateau”) China Yinchuan Economic Production, processing and and Technological sales of wine, distilled wine, Ningxia Changyu Ross Wholly-owned Development Zone, fruit wine, non-alcohol 15th Chateau Co., Ltd. Manufacturing 2,000,000 2,000,000 100% 100% Yes subsidiary Ningxia Hui beverage and packaging (“Ningxia Chateau”) Autonomous Region, materials, tourism, meeting China reception and catering service Shaanxi Changyu Ruina Xianyang City, Planting of grape, processing Wholly-owned Chateau Co., Ltd. Shaanxi Province, Manufacturing 20,000,000 of wine, tourism and 20,000,000 100% 100% Yes subsidiary (“Chang’an Chateau”) China sightseeing Yantai Changyu Wine Yantai City, Manufacturing of brandy, Research and Wholly-owned Shandong Province, Manufacturing 500,000,000 wine and sparkling wine and 500,000,000 100% 100% Yes Development Co., Ltd. subsidiary China preparation of sales project (Development Centre) Changyu (Huanren) Wholly-owned Beidianzi Town, Preparation for Preparation for wine-making 5,000,000 5,000,000 100% 100% Yes Wine Co., Ltd. subsidiary Huanren Manchu wine-making project 82 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Balance after the owner’s Amount for equity in the parent company Other balance counteracting Actual Whether to counteracts the losses of included into Proportion Proportion Interests of minority Type of the Registered investment at consolidate minority shareholders in this Name of the subsidiary Registered place Business nature Business scope the net in shares of voting minority shareholders’ subsidiary capital the end of financial term higher than their investment to (%) power (%) shareholders profits/losses in the term statements owner’s equity in the the subsidiary interests of minority subsidiaries at the beginning shareholders of year (“Huanren Wine”) Autonomous County project Shihezi City, Xinjiang Changyu Wine Wholly-owned Xinjiang Uygur Wholesale of pre-packaged Sales Co., Ltd. Sales 10,000,000 10,000,000 100% 100% Yes subsidiary Autonomous Region, food (“Xinjiang Sales”) China Shihezi City, Xinjiang Changyu Wine Wholly-owned Xinjiang Uygur Manufacturing of wine and Co., Ltd. (“Xinjiang Manufacturing 10,000,000 10,000,000 100% 100% Yes subsidiary Autonomous Region, fruit wine (bulk wine) Wine”) China Planting of fruit, flowers and Beijing Changyu AFIP oil crops; poultry raising; Eco-agriculture Wholly-owned Miyun County, sales of fresh fruit, rough Development Co., Ltd. Planting 1,000,000 1,000,000 100% 100% Yes subsidiary Beijing City dried fruit and nut; tourism (“Agricultural resource development; and Development”) technology consultation Ningxia Changyu Yinchuan City, Wholly-owned Wholesale and retail of Trading Co., Ltd. Ningxia Hui Sales 1,000,000 1,000,000 100% 100% Yes subsidiary pre-packaged food (“Ningxia Trading”) Autonomous Region Shaanxi Changyu Ruina Wholly-owned Xianyang City, Production and sales of wine; Sales 3,000,000 3,000,000 100% 100% Yes Wine Sales Co., Ltd. subsidiary Shaanxi Province and development of 83 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Balance after the owner’s Amount for equity in the parent company Other balance counteracting Actual Whether to counteracts the losses of included into Proportion Proportion Interests of minority Type of the Registered investment at consolidate minority shareholders in this Name of the subsidiary Registered place Business nature Business scope the net in shares of voting minority shareholders’ subsidiary capital the end of financial term higher than their investment to (%) power (%) shareholders profits/losses in the term statements owner’s equity in the the subsidiary interests of minority subsidiaries at the beginning shareholders of year (“Shaanxi Sales”) agricultural tourism attractions Penglai Changyu Wine Wholly-owned Penglai City, Sales Co., Ltd. Sales 5,000,000 Wholesale and retail of wine 5,000,000 100% 100% Yes subsidiary Shandong Province (“Penglai Wine”) 84 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Notes: (b) Kylin Packaging is a Sino-foreign joint venture founded on September 29, 1999 by the Company and a foreign investor. On July 4, 2011, the Company signed the Equity Transfer Agreement with the foreign investor of Kylin Packaging, holding 50% of Kylin’s shares with RMB 15,392,250 yuan as consideration. By August 23, 2011, the Company has completed the capital contribution pursuant to the Equity Transfer Contract, and Kylin has become a subsidiary wholly owned by the Company. On December 31, 2012, the change formalities of relevant business and taxation registration were completed. (c) Changyu Chateau is a Sino-foreign joint venture established by the Company and a foreign investor. Pursuant to an operation contract renewed by the Company and Changyu Chateau on December 16, 2012, the Company is entrusted to manage Changyu Chateau by paying contracting fees and therefore has the full power to control its strategic operating, investing and financing policies. The operation agreement will terminate on December 31, 2022. (d) Langfang Castel is a Sino-foreign joint venture established by the Company and a foreign investor. Pursuant to the agreement renewed by the Company and Langfang Castel on December 16, 2012, the Company is entrusted to manage Langfang Castel by paying contracting fees 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. The operation agreement will terminate on December 31, 2022. (e) Beijing Chateau is a limited liability company established by the Company and a domestic investor. Pursuant to an operation contract signed by the Company and Beijing Chateau, the Company is entrusted to manage Beijing Chateau by paying contracting fees and therefore has the full power to control its strategic operating, investing and financing policies. The operation agreement will terminate on September 2, 2019. (f) 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 by paying contracting fees and therefore has the full power to control its strategic operating, investing and financing policies. The operation agreement will terminate at December 31, 2016 (g) Conference Center is a subsidiary of Beijing Chateau. Pursuant to an operation contract signed by the Company and Beijing Chateau, the Company is entrusted to manage Changyu Chateau by paying contracting fees and therefore has the full power to control its strategic operating, investing and financing policies. The operation agreement will terminate on September 2, 2019. (h) AFIP Tourism is a limited liability company established by the Company and a domestic investor. Pursuant to an operation contract signed by the Company and AFIP, the Company is entrusted to manage AFIP by paying contracting fees and therefore has the full power to control its strategic 85 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report operating, investing and financing policies. The operation contract will terminate on September 2, 2019. 6.1.2 Subsidiary acquired from a business combination under non-common control Unit: Yuan Balance after the owner’s equity in the parent Amount for company Other counteracti counteracts balance Whether ng minority the losses Actual included Proportio to shareholder of minority Name of Type of Proportio Interests of investme into the n of consolida s’ shareholde the the Registered Business Registere Business n in minority nt at the net voting te profits/losse rs in this subsidiar subsidiar place nature d capital scope shares shareholde end of investme power financial s in the term y y (%) rs term nt to the (%) statement interests of higher than subsidiar s minority their y shareholder owner’s s equity in the subsidiarie s at the beginning of year Xinjiang Shihezi Tianzhu City, Wine Holding Productio Xinjiang Co., Ltd. subsidiar Manufacturi 75,000,00 n and 60,000,00 Uygur 60% 100% Yes 56,093,912 (“Xinjian y ng 0 sales of 0 Autonomo g wine us Region, Tianzhu” China ) (a) Note: (a) Xinjiang Tianzhu is a subsidiary of the Company by merger and acquisition on August 31, 2009, whose 60% of the shares are held by the Company. Pursuant to an operation contract signed by the Company and Xinjiang Tianzhu, the Company is entrusted to manage Xinjiang Chateau by paying contracting fees and therefore has the full power to control its strategic operating, investing and financing policies. The operation agreement will terminate on December 31, 2018. 86 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 6.2 Changes in the scope of consolidated financial statements The scope of consolidated financial statements isn’t changed. 7 Notes to consolidated financial statements 7.1 Monetary fund Unit: Yuan Ending sum Beginning sum Item Convers Conversion Foreign currency RMB Foreign currency RMB ion rate rate Cash on hand: -- -- 60,073 -- -- 48,894 RMB -- -- 60,073 -- -- 48,894 Cash in bank: -- -- 2,227,123,264 -- -- 2,227,421,934 RMB -- -- 2,227,123,264 -- -- 2,227,421,934 Other monetary funds: -- -- -- -- RMB -- -- -- -- Total -- -- 2,227,183,337 -- -- 2,227,470,828 As at June 30, 2013, the monetary fund with restricted ownership of the Group is RMB 2,768,854 yuan, which is the company’s housing fund (December 31, 2012: RMB 2,652,083 yuan). As at June 30, 2013, the Group has no monetary fund that is deposited beyond the boundaries (December 31, 2012:Nil). The interest income of bank current deposit shall be calculated according to the interest rate of current deposit. The maturity terms of short-term time deposit range from 3 months to 1 year, which shall be determined according to the cash demand of the Group. The interest income shall be calculated according to the interest rate of time deposit. The balance of time deposits over three months as at 30 June 2013 of the Group is RMB 755,392,728 yuan (December 31, 2012: RMB 662,524,719 yuan), with maturity terms ranging from 3 months to 1 year, and the interest rates ranging from 3.05%-3.3%. 87 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 7.2 Bills receivable 7.2.1 Classification of bills receivable Unit: Yuan Type Ending sum Beginning sum Bank acceptance bill 163,517,664 92,635,701 Total 163,517,664 92,635,701 7.2.2 Pledged bills receivable at the term end Nil 7.2.3 Bills receivable reclassified as accounts receivable due to the default of drawer Nil 7.2.4 Bills receivable endorsed to the third parties but not yet matured by the Company at the term end are as follows: Unit: Yuan Drawer Issuing date Maturity date Amount Remark Jinan Luye Trading Co., Ltd. February 5, 2013 August 4, 2013 2,700,000 Jinan Zeya Chateau Co., Ltd. February 5, 2013 August 5, 2013 1,270,000 Yantai Changyu Glass Factory February 25, 2013 July 25, 2013 880,000 Shandong Xinxing Group Co., Ltd. February 4, 2013 August 4, 2013 660,000 Jinan Huangjia Wine Industry Co., January 31, 2013 July 31, 2013 620,000 Ltd. Total -- -- 6,130,000 -- 7.3 Interest receivable 7.3.1 Interest receivable Unit: Yuan Item Beginning sum Increase Decrease Ending sum Bank fixed deposits 7,215,854 11,796,128 8,276,313 10,735,669 interest Total 7,215,854 11,796,128 8,276,313 10,735,669 88 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 7.3.2 As at June 30, 2013, there is no overdue interest. 7.4 Trade receivable 7.4.1 Trade receivable disclosed by type Unit: Yuan Ending sum Beginning sum Book balance Bad debt provision Book balance Bad debt provision Type Amount Proportion Amount Proportion Amount Proportion Amount Proportion (%) (%) (%) (%) Trade receivable of significant single amount 54,910,060 46.07% 73,711,433 54.51% and single accrued bad debt provision Trade receivable of insignificant single 64,287,668 53.93% 61,505,951 45.49% amount and single accrued bad debt provision Total 119,197,728 -- -- 135,217,384 -- -- The credit term of account receivable is normally one month. Major customers can be granted a credit term up to three months. The trade receivable balances are interest free. The age of the trade receivable is within 1 year. As at June 30, 2013, there is no bad debt provision for trade receivable in this Group (December 31, 2012: Nil). 7.4.2 Trade receivable transferred back or received in this term Nil 7.4.3 Trade receivable actually cancelled after verification in this term Nil 7.4.4 Trade receivable due from shareholders with voting rights of 5% (including 5%) or above in this term Nil 7.4.5 Top 5 units of trade receivable Unit: Yuan Relationship with the Percentage of total trade Unit Amount Period Company receivable (%) Nonggongshang Supermarket (Group) Third party Within 1 year Co., Ltd. 14,102,447 11.83% Beijing Wumei Third party Within 1 year Commercial Group Co., 8,325,993 6.99% 89 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Ltd. Lianhua Supermarket Third party Within 1 year Holdings Co. Ltd. 8,044,911 6.75% Jiangsu Hengxing Wine Third party Within 1 year Co., Ltd. 7,526,288 6.31% Shanghai Lianjia Third party Within 1 year Supermarket Co., Ltd. 7,255,800 6.09% Total -- 45,255,439 -- 37.97% 7.4.6 Trade receivable from related parties Unit: Yuan Percentage of total trade Unit Relationship with the Company Amount receivable (%) Yantai Zhongya Under the control of the same Pharmaceutical Tonic Wine parent company Co., Ltd 2,632,780 2.21% Yantai Changyu Travelling Under the control of the same 28,730 0.02% Co., Ltd. parent company Yantai Changyu International Under the control of the same Window of the Wine City 79,240 0.07% parent company Company Limited Total -- 2,740,750 2.30% 7.4.7 Trade receivable terminating confirmation Nil 7.5 Other trade receivable 7.5.1 Other trade receivable disclosed by type Ending sum Beginning sum Book balance Bad debt provision Book balance Bad debt provision Type Amount Proportion Amount Proportion Amount Proportion Amount Proportion (%) (%) (%) (%) Other trade receivable of significant single amount 11,120,6 11,120,600 21.87% 11,120,600 100% 11,120,600 28.1% 100% and single accrued bad 00 debt provision Other trade receivable of insignificant single amount and single accrued bad debt provision Undue value not 39,733,336 78.13% 28,462,945 71.9% decreased 11,120,6 Total 50,853,936 -- 11,120,600 -- 39,583,545 -- -- 00 Other trade receivable of significant single amount and single accrued bad debt provision at the end of term: Unit: Yuan 90 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Other trade receivable Book balance Bad debt Accrued proportion (%) Reason Tiantong Securities Co., This company is in 8,000,000 8,000,000 100% Ltd. bankruptcy liquidation. The accounting age is Jingyang County Finance over three years and 3,120,600 3,120,600 100% Bureau there is little possibility to take it back. Total 11,120,600 11,120,600 -- -- 7.5.2 Other trade receivable transferred back or received in this term Nil 7.5.3 Other trade receivable actually cancelled after verification in this term Nil 7.5.4 Other trade receivable due from shareholders with voting rights of 5% (including 5%) or above in this term Unit: Yuan Ending sum Beginning sum Unit Accrued amount for Accrued amount for Book balance Book balance bad debt bad debt Yantai Changyu Group Co., Ltd. 2,454,000 Total 2,454,000 7.5.5 Nature or content of other trade receivable of significant amount Unit: Yuan Percentage of total other trade Unit Amount Nature or content of fund receivable (%) Tiantong Securities Co., Ltd. 8,000,000 Investment fund 15.73% YEDA Construction Industry 5,000,000 Guarantee fund 9.83% Association Jingyang County Finance 3,120,600 Seedling tree fund 6.14% Bureau Yantai Changyu Group Co., 2,454,000 Rental prepaid, etc. 4.83% Ltd. Longkou Land Bureau 1,500,000 Guarantee fund 2.95% Total 20,074,600 -- 39.48% 7.5.6 Top 5 units of other trade receivable Unit: Yuan Relationship with the Percentage of total other Unit Amount Period Company trade receivable (%) 91 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Tiantong Securities Co., Third party 8,000,000 More than 3 years 15.73% Ltd. YEDA Construction Third party 5,000,000 Within 1 year 9.83% Industry Association Jingyang County Finance Third party 3,120,600 More than 3 years 6.14% Bureau Yantai Changyu Group Parent company 2,454,000 Within 1 year 4.83% Co., Ltd. Longkou Land Bureau Third party 1,500,000 Within 1 year 2.95% Total 20,074,600 -- 39.48% 7.5.7 Other trade receivable from related parties Nil 7.5.8 Other trade receivable terminating confirmation Nil 7.6 Advanced payment 7.6.1 Advanced payment listed by age Unit: Yuan Ending sum Beginning sum Age Amount Proportion (%) Amount Proportion (%) Within 1 year 47,574,385 100% 44,294,482 100% 1-2 years 2-3 years More than 3 years Total 47,574,385 -- 44,294,482 -- 7.6.2 Top 5 units of advanced payment Unit: Yuan Relationship with Unit Amount Time Reason for unsettlement the Company Shandong Yantai Wine Co., Ltd. Third party 26,260,575 April 27, 2013 Failure to receive goods Liquan Branch Xinjiang Tianyu Winery Pioneer Co., Third party 4,809,365 January 23, 2013 Failure to receive goods Ltd. Xinjiang Yuyuan wine Co., Ltd Third party 3,929,728 January 24, 2013 Failure to receive goods Qingdao Customs Third party 1,099,398 June 25, 2013 Failure to receive goods Yantai Customs Third party 785,523 June 21,2013 Failure to receive goods Total -- 36,884,589 -- -- 92 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 7.6.3 Advanced payment due from shareholders with voting rights of 5% (including 5%) or above in this term Nil 7.7 Inventories 7.7.1 Inventory classification Unit: Yuan Ending sum Beginning sum Item Depreciation Depreciation Book balance Book value Book balance Book value provision provision Raw materials 56,363,282 56,363,282 61,041,026 61,041,026 Goods in process 1,110,523,605 1,110,523,605 1,170,977,693 1,170,977,693 Commodity stocks 858,965,232 15,378,581 843,586,651 1,051,981,303 15,378,581 1,036,602,722 Turnover materials Consumptive biological assets Total 2,025,852,119 15,378,581 2,010,473,538 2,284,000,022 15,378,581 2,268,621,441 7.7.2 Inventory depreciation provision Unit: Yuan Book balance at the Decrease Book balance at the Inventory type Accrual beginning of term Reversal Write off end of term Raw materials Goods in process Commodity stocks 15,378,581 15,378,581 Turnover materials Consumptive biological assets Total 15,378,581 15,378,581 7.7.3 Inventory depreciation provision Reason for reversal of inventory Proportion of the reversed Basis of accrued inventory Item depreciation provision in this amount in this term in the end depreciation provision term balance of this inventory (%) Raw materials Predicted daily damage rate of Goods in process goods in process Commodity stocks Turnover materials Consumptive biological assets As at June 30, 2013, the book value of the inventories with restricted ownership of the Group is RMB 20,688,000 yuan (December 31, 2012: RMB 25,726,686 yuan), which is the trust scheme for 93 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report the Group to transfer the corresponding usufruct to Shandong International Trust Corporation. Refer to Financial and Accounting Reports 7.22. There is no reversal of inventory impairment provision during Jan.-Jun. 2013 and 2012. 94 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 7.8 Long-term equity investment 7.8.1 Particulars of long-term equity investment Unit: Yuan Explanation for difference between the Proportion of Proportion of proportion of Accrued shareholding in voting power in Impairment Cash Invest to Calculation method Beginning balance Change End balance shareholding and depreciation Investment cost the invested unit the invested unit provision dividend proportion of voting provision (%) (%) power in the invested unit Yantai Dingtao Construction Development Co., Ltd. Cost method 10,000,000 10,000,000 10,000,000 18% 18% 5,000,000 (“Yantai Dingtao”) Total -- 10,000,000 10,000,000 10,000,000 -- -- -- 5,000,000 7.8.2 Restrictions of ability to transfer capitals to the invested company Nil 95 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 7.9 Fixed assets 7.9.1 Particulars of fixed assets Unit: Yuan Book balance at the beginning of Book balance at the end of Item Increase Decrease term term 1. Total original book value 2,509,787,821 83,334,671 1,425,516 2,591,696,976 Including: buildings 1,376,818,737 15,554,742 349,666 1,392,023,813 Machineries and equipment 1,110,690,952 54,225,182 474,940 1,164,441,194 Motor vehicles 22,278,132 13,554,747 600,910 35,231,969 Book balance at the beginning of Book balance at the end of -- Increase Accrual Decrease term term 2. Total accumulated depreciation: 685,804,100 61,909,645 1,010,467 746,703,278 Including: buildings 184,409,573 18,762,456 203,172,029 Machineries and equipment 484,127,864 42,074,265 434,629 525,767,500 Motor vehicles 17,266,663 1,072,924 575,838 17,763,749 Book balance at the beginning of Book balance at the end of -- -- term term 3. Total net book value of fixed 1,823,983,721 -- 1,844,993,698 assets Including: buildings 1,192,409,164 -- 1,188,851,784 Machineries and equipments 626,563,088 -- 638,673,694 Motor vehicles 5,011,469 -- 17,468,220 -- 4. Total impairment provision -- Including: buildings -- Machineries and equipment -- Motor vehicles -- 96 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report -- 5. Total book value of fixed assets 1,823,983,721 -- 1,844,993,698 Including: buildings 1,192,409,164 -- 1,188,851,784 Machineries and equipment 626,563,088 -- 638,673,694 Motor vehicles 5,011,469 -- 17,468,220 -- The depreciation amount of this term is RMB 61,909,645 yuan and the original value of the fixed assets transferred from goods in process is RMB 50,708,363 yuan. 7.9.2 Temporarily idle fixed assets Nil 7.9.3 Fixed assets under finance leases Nil 7.9.4 Fixed assets under operating lease Nil 7.9.5 Fixed assets for sale at the end of term Nil 7.9.6 Fixed assets without property certificates Reason for not receiving property Item Time to get the property certificate certificate Fermentation Centre Office Tower, Waiting for completion report Laboratory Building and Workshop Xinjiang Tianzhu Fermentation and Waiting for completion report Storage Workshop Kylin Packaging Finish Goods Warehouse Waiting for completion report and Workshop Ice Wine Chateau Office Building and Waiting for completion report Packing Workshop 97 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Property ownership certificate under Beijing Chateau European Town transaction Property ownership certificate under Beijing Chateau Office Town transaction Beijing Chateau Main Building, Reception Property ownership certificate under Building and Service Building transaction Office of Sales Company Provincial Property ownership certificate under Sub-office transaction Changyu (Jingyang) Vintage Workshop Waiting for completion report Xinjiang Shihezi Chateau Main Building Waiting for completion report and Workshop 7.10 Construction in progress 7.10.1 Construction in progress Unit: Yuan Ending sum Beginning sum Item Impairment Impairment Book balance Book value Book balance Book value provision provision West Mountain Factory Construction Project 6,651,692 6,651,692 5,791,292 5,791,292 Wine Factory West Mountain Cellar Expanding Project 25,724,586 25,724,586 18,552,775 18,552,775 Champagne Factory Low-alcohol Reconstruction Project with Production Capacity of 20,000 Tons 261,663 261,663 Fermentation Centre Machinery Reconstruction Project 76,810 76,810 34,930 34,930 Xinjiang Tianzhu Workshop Reconstruction Project 1,504,059 1,504,059 4,479,084 4,479,084 Yantai Chateau MuziguoVineyard Project 7,320,000 7,320,000 3,300,000 3,300,000 Beijing Chateau Continued Project 5,370,127 5,370,127 11,731 11,731 Sales Company Building Project 67,781,414 67,781,414 62,842,601 62,842,601 Langfang Castel Workshop Reconstruction Project 12,480,312 12,480,312 7,633,319 7,633,319 Jingyang Ferment Workshop Reconstruction Project 158,569 158,569 Ningxia United Brewing Workshop Project 1,464,202 1,464,202 1,556,490 1,556,490 98 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Shihezi Chateau Construction Project 158,137,401 158,137,401 156,451,724 156,451,724 Ningxia Chateau Construction Project 45,536,206 45,536,206 41,367,789 41,367,789 Xianyang Chateau Construction Project 336,576,997 336,576,997 261,525,502 261,525,502 R&D Center Construction Project 340,420,327 340,420,327 169,912,227 169,912,227 Tinlot Chateau Construction Project 103,856,930 103,856,930 91,790,388 91,790,388 Huanren Brewing Workshop Construction Project 9,997,174 9,997,174 7,317,174 7,317,174 Total 1,123,056,806 1,123,056,806 832,828,689 832,828,689 99 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 7.10.2 Changes of major construction in progress Unit: Yuan Including: Transferred Accumulative Capitalization Proportion capitalization Beginning Other Construction capitalization ratio of interest Capital Item Budget Increase to fixed decrease of project amount of Ending sum sum progress amount of in this term source assets input in interest in this interest (%) budget (%) term West Mountain Factory Construction 63,000,000 5,791,292 860,400 100.97% Self-financing 6,651,692 Project Wine Factory West Mountain Cellar 32,000,000 18,552,775 10,459,885 3,288,074 94.09% Self-financing 25,724,586 Expanding Project Champagne Factory Low-alcohol Reconstruction Project with 59,850,000 261,663 261,663 100.00% Self-financing Production Capacity of 20,000 Tons Fermentation Centre Machinery Reconstruction 5,000,000 34,930 41,880 93.74% Self-financing 76,810 Project Xinjiang Tianzhu Workshop Reconstruction 37,570,000 4,479,084 1,900,611 4,875,636 115.96% Self-financing 1,504,059 Project Yantai Chateau MuziguoVineyard 30,000,000 3,300,000 4,020,000 24.4% Self-financing 7,320,000 Project Beijing Chateau Continued Project 548,250,000 11,731 9,821,343 4,462,947 89.39% Self-financing 5,370,127 Sales Company Building Project 106,350,000 62,842,601 4,938,813 117.44% Self-financing 67,781,414 Langfang Castel Workshop Reconstruction 19,727,000 7,633,319 4,846,993 63.27% Self-financing 12,480,312 Project Jingyang Ferment Workshop Reconstruction 26,000,000 158,569 72.71% Self-financing 158,569 Project 100 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Including: Transferred Accumulative Capitalization Proportion capitalization Beginning Other Construction capitalization ratio of interest Capital Item Budget sum Increase to fixed decrease of project progress amount of amount of in this term source Ending sum assets input in interest in this interest (%) budget (%) term Ningxia United Brewing Workshop 58,700,000 1,556,490 187,028 279,316 98.02% Self-financing 1,464,202 Project Shihezi Chateau Construction Project 540,000,000 156,451,724 22,732,450 21,046,773 91.11% Self-financing 158,137,401 Ningxia Chateau Construction Project 244,150,000 41,367,789 20,662,371 16,493,954 109.16% Self-financing 45,536,206 Xianyang Chateau Construction Project 310,740,000 261,525,502 75,051,495 108.75% Self-financing 336,576,997 R&D Center Construction Project 1,693,970,000 169,912,227 170,508,100 20.07% Self-financing 340,420,327 Tinlot Chateau Construction Project 152,400,000 91,790,388 12,066,542 68.12% Self-financing 103,856,930 Huanren Brewing Workshop 15,000,000 7,317,174 2,680,000 66.67% Self-financing 9,997,174 Construction Project Total 3,942,707,000 832,828,689 340,936,480 50,708,363 -- -- -- -- 1,123,056,806 101 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 7.10.3 Impairment provision for construction in progress As at June 30, 2013, there is no indication for impairment in construction in process of the Group, so no provision is made (December 31, 2012: Nil). 7.11 Productive biological assets 7.11.1 Calculating by cost Unit: Yuan Book balance at the Book balance at the end Item Increase Decrease beginning of term of term 1. Plantation Grape Seedling 39,681,580 19,795,268 397,769 59,079,079 2. Stock raising 3. Forestry 4. Fishery Total 39,681,580 19,795,268 397,769 59,079,079 As at June 30, 2013, no ownership of the biological asset is restricted (December 31, 2012: Nil). The productive biological assets of the Group 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. As at June 30, 2013, there is no indication that biological assets may be impaired, and no provision is made (December 31 2012: Nil). 7.11.2 Calculating by fair value Nil 7.12 Intangible assets 7.12.1 Particulars of intangible assets Unit: Yuan Book balance at the Book balance at the end Item Increase Decrease beginning of term of term 1. Total original book 303,490,962 9,183,238 312,674,200 value Land use right 299,710,962 166,400 299,877,362 102 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Book balance at the Book balance at the end Item Increase Decrease beginning of term of term Software use right 3,780,000 9,016,838 12,796,838 2. Total accumulated 25,197,040 2,940,030 28,137,070 amortization Land use right 21,717,040 2,901,290 24,618,330 Software use right 3,480,000 38,740 3,518,740 3. Total net book value of 278,293,922 6,243,208 284,537,130 intangible assets Land use right 277,993,922 -2,734,890 275,259,032 Software use right 300,000 8,978,098 9,278,098 4. Total depreciation provision Land use right Software use right Total book value of 278,293,922 6,243,208 284,537,130 intangible assets Land use right 277,993,922 -2,734,890 275,259,032 Software use right 300,000 8,978,098 9,278,098 The amortization amount in this term is RMB 2,940,030 yuan. As at June 30, 2013, there are no restricted intangible assets (December 31, 2012: Nil). 7.13 Long term prepaid expenses Unit: Yuan Reason for other Item Beginning sum Increase Amortization Other decrease Ending sum decrease Land lease fees 63,541,467 268,838 656,585 63,153,720 Land-use fees 50,849,948 2,200,000 530,804 52,519,144 Afforestation fees 44,747,706 4,958,538 5,762,035 43,944,209 Other 1,732,739 20,833 1,711,906 Total 160,871,860 7,427,376 6,970,257 161,328,979 -- 7.14 Deferred tax assets and liabilities 7.14.1 Deferred tax assets and liabilities aren’t presented in net amounts after setoff. Confirmed deferred tax assets and liabilities Unit: Yuan Item Ending sum Beginning sum Deferred tax assets: Asset impairment provision 7,874,795 7,874,795 Organization cost Deductible loss 14,503,979 10,064,437 Unrealized profits from inter-company 82,591,754 98,817,513 transactions 103 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Item Ending sum Beginning sum Unpaid bonus 8,594,904 20,873,113 Early retirement benefit 5,595,469 6,178,176 Deferred income 6,178,835 6,568,104 Subtotal 125,339,736 150,376,138 Deferred tax liabilities: Appraisement of trading financial instruments and derivative financial instruments Change of fair value of financial assets for sale included in the capital reserve Value Change Fair value adjustment in business combination 5,336,115 5,336,115 under non-common control Subtotal 5,336,115 5,336,115 Unconfirmed deferred tax assets Unit: Yuan Item Ending sum Beginning sum Deductible temporary difference Deductible loss 20,505,913 20,505,913 Total 20,505,913 20,505,913 Deductible losses not confirmed for deferred tax assets will expire in: Unit: Yuan Year Ending sum Beginning sum Remark 2012 2013 64,997 64,997 2014 19,077,494 19,077,494 2016 1,363,422 1,363,422 2017 Total 20,505,913 20,505,913 -- Taxable differences and deductible differences Unit: Yuan Temporary difference Item At the end of term At the beginning of term Taxable difference 104 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Temporary difference Item At the end of term At the beginning of term Fair value adjustment in business combination under non-common control 21,344,460 21,344,460 Subtotal 21,344,460 21,344,460 Deductible difference Unrealized profits from inter-company transactions 395,270,055 330,367,020 Unpaid bonus 34,379,616 83,492,454 Early retirement benefit 22,381,875 24,712,704 Provision for impairment 31,499,181 31,499,181 Deductible loss 58,015,915 40,257,750 Deferred income 38,900,706 40,465,889 Subtotal 515,544,313 615,698,033 7.15 Provision for impairment of assets Unit: Yuan Book balance at the Decrease Book balance at Item Increase beginning of term Reversal Write off the end of term 1. Bad debt provision 11,120,600 11,120,600 2. Inventory impairment provision 15,378,581 15,378,581 3. Provision for impairment of financial assets for sale 4. Provision for impairment of held-to-maturity investment 5. Provision for impairment of long-term equity investment 5,000,000 5,000,000 6. Provision for impairment of investment real estate 7. Provision for impairment of fixed assets 8. Provision for impairment of project materials 9. Provision for impairment of construction in process 10. Provision for impairment of productive biological assets Including: Provision for impairment of mature productive biological assets 11. Provision for impairment of oil-and-gas assets 12. Provision for impairment of intangible assets 105 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 13. Provision for impairment of business reputation 14. Other Total 31,499,181 31,499,181 7.16 Other non-current assets Unit: Yuan Item Ending sum Beginning sum Unconfirmed financing expenses 3,066,276 3,281,133 Receivable but uncollected biological assets 21,370,902 21,370,902 transfer expenses Land-transferring fees paid in advance 3,528,000 3,528,000 Total 27,965,178 28,180,035 7.17 Trade payable 7.17.1 Particulars of trade payable Unit: Yuan Item Ending sum Beginning sum Purchase goods and accept services 252,896,316 324,881,168 Total 252,896,316 324,881,168 7.17.2 Trade payable due from shareholders with voting rights of 5% (including 5%) or above in this term Nil 7.17.3 Payables of significant amount aged more than one year As at June 30, 2013, the Group has no significant outstanding balances aged more than one year (December 31, 2012: Nil). 7.18 Advances from customers 7.18.1 Particulars of advances from customers Unit: Yuan Item Ending sum Beginning sum Advances from customers for selling goods 279,624,914 450,172,253 Total 279,624,914 450,172,253 106 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 7.18.2 Advances from customers due from shareholders with voting rights of 5% (including 5%) or above in this term Nil 7.18.3 Advances from customers of significant amount aged more than one year As at June 30, 2013, the Group has no advances from customers of significant amount aged more than one year (December 31, 2012: Nil). 7.19 Employee benefits payable Unit: Yuan Book balance at the Book balance at the end Item Increase Decrease beginning of term of term 1. Salaries and bonus 87,598,216 152,443,376 203,506,761 36,534,831 2. Staff benefit 3,433,416 3,433,416 3. Staff welfare 262,293 17,363,474 15,902,187 1,723,580 Medical insurance 57,516 3,958,095 3,624,688 390,923 Pension 202,487 11,903,577 10,956,379 1,149,685 Unemployment insurance 2,148 710,454 617,303 95,299 Injury insurance 142 448,803 403,021 45,924 Maternity insurance 342,545 300,796 41,749 4. Housing fund 294,914 3,646,030 3,251,751 689,193 5. Dismiss welfare 27,993,831 1,651,405 4,238,620 25,406,616 6. Other 24,335,673 2,731,871 1,761,743 25,305,801 Union fee and education fee 2,018,390 2,728,271 1,758,143 2,988,518 Subsidy and allowance of employees 22,317,283 3,600 3,600 22,317,283 Total 140,484,927 181,269,572 232,094,478 89,660,021 There is no amount in arrears in the employee compensation payable. The union fee and education fee is RMB 1,758,143 yuan. Three is no non-monetary welfare. The compensation for release of employees is RMB 4,238,620 yuan. 7.20 Tax payable Item Ending sum Beginning sum Value added tax -51,710,075 -21,005,478 Consumption tax 4,089,385 33,478,543 Business tax 511,267 1,041,384 Corporation income tax 201,300,593 405,075,954 Individual income tax 7,689,488 6,091,205 City construction tax 2,295,470 8,872,888 107 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Urban land use tax 912,621 1,180,572 Property tax 2,206,764 1,904,752 Other 1,901,065 7,444,756 Total 169,196,578 444,084,576 7.21 Other payables 7.21.1 Particulars of other payables Unit: Yuan Item Ending sum Beginning sum Advertising expenses payable 91,486,688 20,434,958 Distributors deposit payable 207,812,559 210,775,654 Payables for equipment purchases, construction 46,365,467 51,846,156 costs and transportation charges Payable for trademark usage of the Group 46,492,373 99,943,588 Payables for deposit of supplies 5,596,671 2,370,702 Other 88,313,601 85,279,053 Total 486,067,359 470,650,111 7.21.2 Other payable due from shareholders with voting rights of 5% (including 5%) or above in this term is as follows: Unit: Yuan Unit Ending sum Beginning sum Yantai Changyu Group Co., Ltd. 46,492,373 99,943,588 Total 46,492,373 99,943,588 7.21.3 Other payables of significant amount aged more than one year Other payables of significant amount aged more than one year is distributor’s deposit with amount of RMB 129,481,263 yuan, which isn’t paid after the preparation of the balance sheet. 7.22 Non-current liability mature within 1 year 7.22.1 Particulars of non-current liability mature within 1 year Unit: Yuan Item Ending sum Beginning sum Long-term loan mature within 1 year Bond payable mature within 1 year Long-term account payable mature within 1 year 95,102,268 150,945,000 108 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Total 95,102,268 150,945,000 7.22.2 Long-term payable mature within 1 year Unit: Yuan Borrowing Borrower Period Beginning sum Interest rate (%) Accrued interest End balance requirement Shandong October International 2012-November 90,000,000 8.5% 5,102,268 95,102,268 Trust Corporation 2013 Pursuant to “Shandong Trust-Chateau Changyu AFIP Usufruct Transfer Contract of 2011 Tinlot Cabernet Sauvignon Dry Red Wine” signed between the Company and Shandong International Trust Corporation in October 2012, the Company transfers a special wine usufruct to the special fund set by Shandong International Trust Corporation for RMB 90,000,000 yuan. The annual interest rate is 8.5%, which will terminate in November 2013. 7.23 Other current liability Unit: Yuan Item Book balance at the end of term Book balance at the beginning of term Deferred income 7,572,480 8,090,382 Total 7,572,480 8,090,382 The deferred incomes are as follows: Deferred income Book balance at the end of term Book balance at the beginning of term Government allowance related to the assets Fund supporting major construction projects 2,408,472 2,404,874 Special fund for the development of emerging 2,404,308 2,300,808 industries and key industries Other 2,759,700 3,384,700 Subtotal 7,572,480 8,090,382 7.24 Other non-current liability Unit: Yuan Item Book balance at the end of term Book balance at the beginning of term Employee compensation payable 6,692,434 7,856,000 Deferred income 57,508,370 61,148,861 Total 64,200,804 69,004,861 7.24.1 As at June 30, 2013, the employee compensation payable is the bonus for excess profits and the guarantee fund for working responsibility accrued on the basis of the operating income of 2011, which will pay from 2014 to 2015. 109 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 7.24.2 The deferred incomes are as follows: Item Book balance at the end of term Book balance at the beginning of term Government allowance related to the assets Fund supporting major construction projects 20,713,016 20,148,990 Special fund for the development of emerging 17,882,604 20,707,271 industries and key industries Other 18,912,750 20,292,600 Subtotal 57,508,370 61,148,861 7.25 Share capital Unit: Yuan Increase or decrease (+,-) Share Beginning sum transferred Ending sum Issue new Allocate shares from Other Subtotal shares accumulation fund Total shares 685,464,000 685,464,000 7.26 Capital surplus Unit: Yuan Item Beginning sum Increase Decrease Ending sum Capital premium (Share capital 557,222,454 557,222,454 premium) Other capital surplus 4,916,588 4,916,588 Total 562,139,042 562,139,042 7.27 Surplus reserve Unit: Yuan Item Beginning sum Increase Decrease Ending sum Legal surplus 342,732,000 342,732,000 Free surplus Reserve fund Enterprise expansion fund Other Total 342,732,000 342,732,000 In accordance with the Company Law of the People's Republic of China and the Articles of Association of the Company, the Company is required to appropriate 10% of the net profit to the statutory surplus reserve until the accumulated balance of the statutory surplus reserve reaches 50% of the registered share capital. 110 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report The Company can appropriate discretionary surplus reserve after appropriation of the statutory surplus reserve. Discretionary surplus reserve can be utilized to offset the deficit or increase the share capital after approval. 7.28 Retained profits Unit: Yuan Item Amount Drawing or distribution percentage Retained profits at the end of last year before 4,322,769,136 -- adjustment Total retained profits at the beginning of the year before adjustment (increase listed -- with+ , and decrease listed with -) Retained profits at the beginning of the year after 4,322,769,136 -- adjustment Plus: Net profit for owner of 740,574,221 -- the parent company Minus: Drawn legal surplus Drawn free surplus Drawn common risk provision Common dividend payable Common dividend transferred to share capital Retained profits at the end 5,063,343,357 -- of term As approved by the Shareholders’ Meeting of the Company, based on the issued share capital of 685,464,000 shares in 2012, the Company allocates RMB 11 yuan in cash (including tax) for every 10 shares to all shareholders with total cash dividends of RMB 754,010,400 yuan. 7.29 Operating income and costs 7.29.1 Operating income and costs Unit: Yuan Item Amount incurred in this term Amount incurred in last term Major operating income 2,534,398,427 3,001,455,707 Other operating income 4,979,807 11,128,382 Operating cost 759,692,089 727,833,473 111 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 7.29.2 Major business (products) Unit: Yuan Amount incurred in this term Amount incurred in last term Item Operating income Operating cost Operating income Operating cost Wine 1,945,801,619 529,717,257 2,429,357,282 510,014,889 Brandy 490,043,845 169,002,377 485,298,545 176,830,549 Champagne 20,164,376 12,640,620 19,269,509 9,096,072 Other 78,388,587 46,556,839 67,530,371 25,936,268 Total 2,534,398,427 757,917,093 3,001,455,707 721,877,778 7.29.3 Operating income of top 5 clients of the Company Unit: Yuan Proportion of total operating income of the Client Major operating income Company (%) Lianhua Supermarket Holdings Co., Ltd. 17,009,675 0.67% Nonggongshang Supermarket (Group) Co., Ltd. 13,904,078 0.55% Shanghai Lianjia Supermarket Co., Ltd. 9,493,182 0.37% Shanghai Jingpu Food Co., Ltd. 6,581,921 0.26% Jiangsu Hengxing Wine Co., Ltd. 5,891,459 0.23% Total 52,880,315 2.08% 7.30 Taxes and surcharges Unit: Yuan Amount incurred in this Amount incurred in last Item Charging standard term term Partial brandy is levied at quantity and price of gross turnover. For all other Consumption tax 73,055,560 89,603,762 products, the consumption tax is levied at 10% on taxable revenue. Business Tax 1,314,203 2,273,845 Charged at 5% of the turnover Charges at 7% of the turnover tax City construction tax 25,752,918 30,493,854 payable Charged at 3% (5%) of the turnover tax Education fee and surcharges 19,325,329 22,900,088 payable Resource tax Other 4,153,967 4,752,311 Total 123,601,977 150,023,860 -- 7.31 Selling expenses Unit: Yuan Item Amount incurred in this term Amount incurred in last term Advertising expenses 343,122,722 519,496,581 112 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Transportation & handling expenses 56,723,169 68,453,425 Trademark usage expenses 46,492,373 55,719,625 Storage expenses 16,924,301 15,062,387 Employee compensation 83,505,523 83,966,496 Travel expenses 9,860,937 10,794,108 Other 27,651,605 67,651,837 Total 584,280,630 821,144,459 7.32 Administrative expenses Unit: Yuan Item Amount incurred in this term Amount incurred in last term Employee compensation 40,198,248 43,462,695 Rental expenses 3,010,207 3,437,208 Depreciation expenses 12,105,187 12,300,186 Amortization expenses 3,337,799 4,360,942 Office expenses 5,987,623 7,702,429 Travel expenses 2,850,278 2,298,757 Business entertainment expenses 1,619,740 2,081,018 Building tax, stamp duty & other taxes 6,017,845 5,535,569 Repair expenses 4,831,854 5,941,455 Contracting expenses 6,401,260 6,299,379 Other 18,536,888 15,920,668 Total 104,896,929 109,340,306 7.33 Financial expenses Unit: Yuan Item Amount incurred in this term Amount incurred in last term Interest expenditure 6,802,656 5,715,682 Interest income -18,651,366 -26,280,794 Bank charges 1,401,353 1,854,996 Exchange loss -3,159,696 2,503,435 Total -13,607,053 -16,206,681 7.34 Losses for impairment of assets Unit: Yuan Item Amount incurred in this term Amount incurred in last term 1. Losses for bad debts -339,642 2. Losses for impairment of inventories 3. Losses for impairment of financial assets for sale 4. Losses for impairment of held-to-mature investment 113 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 5. Losses for impairment of long-term equity investment 6. Losses for impairment of investment real estate 7. Losses for impairment of fixed assets 8. Losses for impairment of project materials 9. Losses for impairment of construction in progress 10. Losses for impairment of productive biological assets 11. Losses for impairment of oil-and-gas assets 12. Losses for impairment of intangible assets 13. Losses for impairment of business reputation 14. Other Total , -339,642 7.35 Non-operation income 7.35.1 Particulars of non-operative income Unit: Yuan Amount incurred in Amount incurred in Amount incurred in the current Item this term last term non-recurring profits/losses Total gains on disposal of non-current 2,365 267,509 assets Including: Gains on disposal of plant 2,365 267,509 property and equipment Gains on disposal of intangible assets Gains on debt recombination Gains on exchange of non-monetary assets Grains on donations Government allowance 4,388,393 6,366,089 Other 1,284,736 2,199,964 Total 5,675,494 8,833,562 7.35.2 Government allowance Unit: Yuan Item Amount incurred in this term Amount incurred in last term Remark Funds to support major projects 2,728,236 2,007,004 Funds to support small and Medium-sized 352,210 439,850 Enterprises Tax refund 0 3,265,733 Other 1,307,947 653,502 Total 4,388,393 6,366,089 -- 7.36 Non-operation expenses Unit: Yuan 114 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Amount incurred in this Amount incurred in last Amount incurred in the current non-recurring Item profits/losses term term Total loss on disposal of 392,956 2,049,999 non-current assets Including: Loss on disposal of 392,956 2,049,999 fixed assets Loss on disposal of intangible assets Loss on debt recombination Loss on exchange of non-monetary assets Donation 20,000 210,000 Other 726,463 72,912 Total 1,139,419 2,332,911 7.37 Income tax Unit: Yuan Item Amount incurred in this term Amount incurred in last term Current income tax calculated in accordance with the tax law 219,439,114 270,610,762 and relevant regulations Adjusted deferred income tax 25,036,402 35,534,726 Total 244,475,516 306,145,488 7.38 Computational process based on basic EPS and diluted EPS Item Amount incurred in this term Amount incurred in last term Earnings Consolidated profit attributable to ordinary equity shareholders of the 740,574,221 921,143,478 Company Shares Weighted average number of ordinary shares issued 685,464,000 685,464,000 Basic earnings per share 1.08 1.34 Diluted earnings per share 1.08 1.34 7.39 Notes to cash flow statement 7.39.1 Cash received relating to other operating activities Unit: Yuan Item Amount Government allowance 1,677,906 Earnest money 20,565,076 Interest income 10,474,259 Other 12,854,214 115 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Total 45,571,455 7.39.2 Cash paid relating to other operating activities Unit: Yuan Item Amount Selling expenses 343,651,119 Administrative expenses 43,791,909 Payment for maturity of wine in Zhonghai Trust Co., Ltd. 59,667,732 Other 4,531,603 Total 451,642,363 7.40 Supplementary information to cash flow statement 7.40.1 Supplementary information to cash flow statement Unit: Yuan Supplementary materials Amount incurred in this term Amount incurred in last term 1. Cash flows from operating activities calculated by adjusting the net profit: -- -- Net profit 740,574,221 921,143,478 Plus: Provision for impairment of assets -339,642 Depreciation of fixed assets, oil-and-gas assets and productive biological assets 62,307,414 63,005,128 Intangible assets amortization 2,940,030 3,344,042 Amortization of long term prepaid expenses 6,970,257 5,297,082 Losses on disposal of fixed assets, intangible assets and other long-term assets (profit listed with “-”) 390,591 -225,844 Losses on retirement of fixed assets (profit listed with “-”) 2,008,334 Losses on fair value change (profit listed with “-”) Financial costs (profit listed with “-”) -11,170,965 -20,462,083 Investment losses (profit listed with “-”) Decrease in deferred income tax assets (increase listed with “-”) 25,036,402 35,534,726 Increase of deferred income tax liabilities (decrease listed with “-”) Decrease in inventories (increase listed with “-”) 258,147,903 120,554,286 Decrease in operating receivables (increase listed with “-”) -69,412,601 -117,038,790 Increase in operating payable (decrease listed with “-”) -606,624,763 -428,349,377 Other Net cash flows from operating activities 409,158,489 584,471,340 2. Significant investment and financing activities not involving cash deposit and withdrawal: -- -- Debt transferred into assets Convertible corporate bond mature within 1 year Fixed assets under financing lease 116 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Supplementary materials Amount incurred in this term Amount incurred in last term 3. Changes of cash and cash equivalent: -- -- Ending balance of cash 1,469,021,755 1,090,112,215 Minus: Opening balance of cash 1,562,294,026 1,256,517,873 Plus: Ending balance of cash equivalent Minus: Opening balance of cash equivalent Net increase amount of cash and cash equivalent -93,272,271 -166,405,658 7.40.2 Cash and cash equivalents Unit: Yuan Item Amount incurred in this term Amount incurred in last term 1. Cash 1,469,021,755 1,562,294,026 Including: Cash on hand 60,073 48,894 Bank deposits on demand 1,468,961,682 1,562,245,132 Other monetary capital on demand Due from central bank available for payment Due from the industry Inter-bank lending 2. Cash equivalents Including: Bond investment mature within three months 3. Balance of cash and cash equivalents at the end of term 1,469,021,755 1,562,294,026 8. Accounting treatment of asset securitization Nil 9. Related parties and related transactions 9.1 Particulars of the parent company of the Company Unit: Yuan Proportion of Proportion shareholding of voting Final Name of of the parent powers of Association Type of Registered Legal Business Registered controlling Organization parent company in the parent relationship enterprise place representative nature capital parties of the code company this company enterprise enterprise in this (%) enterprise (%) Jointly controlled by four parties: State-owned Assets Yantai Supervision Joint Changyu Controlling Yantai stock Sun Liqiang Manufacturing 50,000,000 50.4% 50.4% and 265 645 824 Group Co., shareholder City Administration company Ltd. Commission of Yantai Municipal Government, ILLVA Saronno 117 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Investment Italy, International Finance Corporation and Yantai Yuhua Investment & Development Co., Ltd. From January to June 2013, there was no fluctuation in registered capital of the parent company and its share of equity interest and share of voting rights. 9.2 Particulars of the subsidiaries Unit: Yuan Type of Proportion of Proportion of Type of Registered Legal Registered Organization Name of the subsidiary the Business nature shareholding voting enterprise place representative capital code subsidiary (%) powers (%) Yantai Changyu Pioneer Yantai City, Holding Limited Zhang Lixian Transportation Vehicular Transport Co., Shandong 300,000 100% 100% 165 031 729 Ltd. subsidiary company Province, China Beijing Changyu Sales and Holding Limited Beijing City, Sun Jian Sales 1,000,000 100% 100% 634 377 029 Distribution Co., Ltd. subsidiary company China Yantai City, Yantai Kylin Packaging Holding Limited Shandong Yang Ming Manufacturing 15,410,000 100% 100% 863 052 455 Co., Ltd. subsidiary company Province, China Yantai City, Yantai Changyu-Castel Holding Sino-foreign Sun Liqiang USD Shandong Manufacturing 70% 100% 730 682 613 Wine Chateau Co., Ltd. subsidiary joint venture 5,000,000 Province, China Jingyang Changyu (Jingyang) Holding Limited County, Shaanxi Wei Binsheng Manufacturing 1,000,000 100% 100% 732 663 643 Pioneer Wine Co., Ltd. subsidiary company Province, China Yantai City, Yantai Changyu Pioneer Holding Limited Shandong Jiang Hua Sales 8,000,000 100% 100% 746 576 380 Wine Sales Co., Ltd. subsidiary company Province, China Langfang Development Langfang City, Holding Sino-foreign USD Zone Castel-Changyu Hebei Province, Alan. Castel Manufacturing 49% 100% 735 624 56X Wine Co., Ltd. subsidiary joint venture 6,108,818 China Changyu (Jingyang) Jingyang Holding Limited Pioneer Wine Sales Co., County, Shaanxi Wei Binsheng Sales 1,000,000 100% 100% 735 379 154 Ltd. subsidiary company Province, China Langfang Langfang Changyu Holding Limited Changyu Pioneer Pioneer Wine Sales Liu Wanqiang Sales 1,000,000 100% 100% 737 388 150 Co.,Ltd. subsidiary company Wine Sales Co.,Ltd. Shanghai Changyu Sales Holding Limited Shanghai city, Zhou Sales 1,000,000 100% 100% 749 571 075 and Distribution Co., Ltd. subsidiary company China Hongjiang Beijing Changyu AFIP Holding Limited Beijing city, Sun Liqiang Manufacturing 110,000,000 70% 100% 780 953 469 Wine Chateau Co., Ltd. subsidiary company China Yantai City, Yantai Changyu Wine Holding Limited Shandong Jiang Hua Sales 5,000,000 100% 100% 783 487 627 Sales Co., Ltd. subsidiary company Province, China Yantai City, Yantai Changyu Pioneer Holding Limited Zhou Shandong Sales 5,000,000 100% 100% 780 766 161 International Co., Ltd. subsidiary company Hongjiang Province, China Hangzhou City, Hangzhou Changyu Wine Holding Limited Jiang Hua Zhejiang Sales 500,000 100% 100% 788 283 631 Sales Co., Ltd. subsidiary company Province, China Yinchuan City, Ningxia Changyu Holding Limited Ningxia Hui Shao Planting 1,000,000 100% 100% 788 200 410 Grape-Growing Co., Ltd. subsidiary company Autonomous Chunsheng Region, China Huanren Changyu Holding Limited Huanren Leng Bin Sales 2,000,000 100% 100% 794 822 179 National Wine Sales Co., subsidiary company Manchu 118 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Type of Proportion of Proportion of Type of Registered Legal Registered Organization Name of the subsidiary the Business nature shareholding voting enterprise place representative capital code subsidiary (%) powers (%) Ltd. Autonomous County, Liaoning Province, China Benxi City, Liaoning Changyu Ice Holding Sino-foreign Zhou Liaoning Manufacturing 26,300,000 51% 100% 747 128 301 Wine Chateau Co., Ltd. subsidiary joint venture Hongjiang Province, China Yantai City, Yantai Development Zone Holding Limited Zhou Shandong Sales 5,000,000 100% 100% 796 183 411 Changyu Trade Co., Ltd. subsidiary company Hongjiang Province, China Futian District, Shenzhen Changyu Wine Holding Limited Shenzhen City, Lin Pu Sales 500,000 100% 100% 664 195 20X Marketing Ltd. subsidiary company China Yantai Fushan District Yantai City, Holding Limited Zhou Changyu Trading Co., Shandong Sales 5,000,000 100% 100% 660 176 044 subsidiary company Hongjiang Ltd. Province, China Miyun District, Beijing AFIP Meeting Holding Limited Sun Hongbo Beijing City, Service 500,000 100% 100% 669 926 112 Center subsidiary company China Miyun District, Beijing AFIP Tourism and Holding Limited Liu Shilu Beijing City, Tourism 500,000 70% 100% 676 627 372 Culture Company subsidiary company China Yinchuan Economic and Ningxia Changyu Holding Limited Li Jiming Technological Manufacturing 1,000,000 100% 100% 670 408 275 Pioneer Wine Co., Ltd. subsidiary company Development Zone Yantai Changyu Tinlot Holding Limited Wholesale and YEDA Liu quan 80,000,000 100% 100% 683 222 859 Chateau Co., Ltd. subsidiary company retail Qingtongxia City, Ningxia Qing Tong Xia Changyu Holding Limited Hui Liu Yuquan Sales 500,000 100% 100% 694 334 151 Wine Marketing Ltd. subsidiary company Autonomous Region, China Shihezi City, Xinjiang Changyu Baron Holding Limited Xinjiang Uygur Sun Liqiang Manufacturing 150,000,000 100% 100% 552 414 949 Balboa Chateau Co., Ltd. subsidiary company Autonomous Region, China Yinchuan Economic and Technological Ningxia Changyu Ross Holding Limited Development Zhou Manufacturing 2,000,000 100% 100% 694 349 740 15th Chateau Co., Ltd. subsidiary company Zone, Ningxia Hongjiang Hui Autonomous Region, China Xianyang City, Shaanxi Changyu Ruina Holding Limited Sun Liqiang Shanxi Manufacturing 20,000,000 100% 100% 552 180 142 Chateau Co., Ltd. subsidiary company Province, China Yantai Changyu Wine Yantai City, Holding Limited Sun Liqiang Research and Shandong Manufacturing 500,000,000 100% 100% 555 235 76X Development Co., Ltd. subsidiary company Province, China Beidianzi Town, Huanren Preparation for Changyu (Huanren) Holding Limited Zhou Manchu wine-making 5,000,000 100% 100% 587 310 365 Wine Co., Ltd. subsidiary company Hongjiang project Autonomous County Shihezi City, Xinjiang Changyu Wine Holding Limited Xinjiang Uygur Lin Pu Sales 10,000,000 100% 100% 580 208 296 Sales Co., Ltd. subsidiary company Autonomous Region, China Shihezi City, Xinjiang Changyu Wine Holding Limited Xinjiang Uygur Lin Pu Manufacturing 10,000,000 100% 100% 580 222 610 Co., Ltd. subsidiary company Autonomous Region, China Beijing Changyu AFIP Limited Miyun County, Sun Hongbo Holding Planting 1,000,000 100% 100% 585 851 395 Eco-agriculture company Beijing City, 119 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Type of Proportion of Proportion of Type of Registered Legal Registered Organization Name of the subsidiary the Business nature shareholding voting enterprise place representative capital code subsidiary (%) powers (%) Development Co., Ltd. subsidiary China Yinchuan City, Ningxia Changyu Holding Limited Ningxia Hui Zhou Sales 1,000,000 100% 100% 054 609 428 Trading Co., Ltd. subsidiary company Autonomous Hongjiang Region, China Shaanxi Changyu Xianyang City, Holding Limited Sun Liqiang Ruina Wine Sales Co., Shanxi Sales 3,000,000 100% 100% 056 906 215 subsidiary company Ltd. Province, China Penglai City, Penglai Changyu Wine Holding Limited Leng Bin Shandong Sales 5,000,000 100% 100% 053 429 070 Sales Co., Ltd. subsidiary company Province, China Penglai City, Penglai Changyu Wine Holding Limited Leng Bin Shandong Sales 5,000,000 100% 100% 053 429 070 Sales Co., Ltd. subsidiary company Province, China Shihezi City, Xinjiang Uygur Xinjiang Tianzhu Winery Holding Limited Zhou Autonomous Manufacturing 75,000,000 60% 100% 787 604 261 Co., Ltd subsidiary company Region, China Hongjiang 9.3 Other related parties of the Company Name of other related parties Relationship with the Company Organization code Company controlled by the same parent Yantai Changyu Travelling Co., Ltd. 258 258 654 company Yantai Changyu International Window of Company controlled by the same parent 672 208 146 the Wine City Company Limited company Company controlled by the same parent Yantai Shenma Packaging Co., Ltd. 553 393 350 company Yantai Zhongya Pharmaceutical Tonic Company controlled by the same parent 726 203 923 Wine Co., Ltd. company 9.4 Transactions with related parties 9.4.1 List of purchasing goods and receiving services form related parties Unit: Yuan Amount incurred in this term Amount incurred in last term Method of procedure of Percentage in Related parties Transactions pricing of the similar Percentage in similar transactions Amount Amount transaction transaction amount (%) amount (%) Yantai Changyu Purchasing Negotiated price 91,691 0.01% 43,846 0.01% Travelling Co., Ltd. goods Yantai Changyu International Window Purchasing Negotiated price 506 0% 309,179 0.04% of the Wine City goods Company Limited Yantai Shenma Purchasing Negotiated price 114,796,337 15.11% 89,945,256 12.36% Packaging Co., Ltd. goods Yantai Zhongya Purchasing Pharmaceutical Tonic Negotiated price 5,685,223 0.75% 4,422,510 0.61% goods Wine Co., Ltd. 120 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report List of selling goods and providing services to related parties Unit: Yuan Amount incurred in this term Amount incurred in last term Method of procedure Related parties Transactions of pricing of the Percentage in Percentage in transactions Amount similar transaction Amount similar transaction amount (%) amount (%) Yantai Changyu Travelling Selling Negotiated price 1,573,313 0.06% 2,037,510 0.07% Co., Ltd. goods Yantai Changyu International Selling Window of the Wine City Negotiated price 2,292,885 0.09% 1,721,306 0.06% goods Company Limited Yantai Zhongya Selling Pharmaceutical Tonic Wine Negotiated price 725,827 0.03% 23,981,072 0.80% goods Co., Ltd. 9.4.2 Related trusteeship/contracting Nil 9.4.3 Related lease Leasing list of the Company Unit: Yuan Type of the leased Beginning Basis for lease Confirmed lease fee Name of the lessor Name of the lessee Ending date property date fee in this term Yantai Changyu Yantai Changyu Warehouse and January 1, December 31, Negotiated 2,929,000 Group Co., Ltd. Wine Co., Ltd. office building 2012 2016 price Pursuant to a lease contract signed between the Company and the controlling company, starting from January 1, 2012, the Company may rent properties for operation purposes at a basic annual rental of RMB 5,858,000 yuan, and the expired date is December 31, 2016. From January to June 2013, the rental expenses payable of the Group to the controlling company amounted to RMB 2,929,000 yuan. 121 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 9.4.4 Related guarantee Nil 9.4.5 Inter-bank lending of related parties Nil 9.4.6 Asset transfer and debt recombination of related parties Nil 9.4.7 Other related party transactions Item Note Amount incurred in this term Amount incurred in last term Trademark usage (a) 46,492,373 55,719,625 fee Patents fee (b) 25,000 25,000 All related party transactions are based on the negotiated price a. Trademark royalty contract Pursuant to a trademark royalty contract dated May 18, 1997 signed by the Company and the controlling company, starting from September 18, 1997, the Company may use certain trademark of Changyu Group Company, which has been registered with the PRC Trademark Office. An annual royalty 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. From January to June 2013, patent fee paid to related parties accounted for 100% of the Group. b. Patent implementation license Pursuant to a patent implementation license dated May 18, 1997 signed by the Company and the controlling company, starting from September 18, 1997, the Company may use the patents of Changyu Group Company. The annual patents usage fee payable by the Company to Changyu Group Company was RMB 50,000 yuan. The contract was expired on December 20, 2005. The Company renewed the contract on August 20, 2006 for 10 years. The annual patents usage fee payable by the Company to Changyu Group Company remained RMB 50,000 yuan. From January to June 2013, the patents usage fee payable to Changyu Group Company amounted to RMB 25,000 yuan. From January to June 2013, patent fee paid to related parties accounted for 100% of the Group. 9.5 Trade receivable and payable of the related parties Trade receivable from related parties by listed companies Unit: Yuan Item Related parties Ending sum Beginning sum 122 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Book Bad debt Bad debt Book balance balance provision provision Trade receivable Yantai Changyu Travelling Co., Ltd. 28,730 311,220 Yantai Changyu International Window of Trade receivable 79,240 the Wine City Company Limited Trade receivable Yantai Shenma Packaging Co., Ltd. Yantai Zhongya Pharmaceutical Tonic Trade receivable 2,632,780 1,820,376 Wine Co., Ltd. Other trade receivable Yantai Changyu Group Co., Ltd. 2,454,000 Payable to related parties by listed companies Unit: Yuan Item Related parties Ending sum Beginning sum Trade payable Yantai Shenma Packaging Co., Ltd. 25,568,071 43,366,087 Yantai Zhongya Pharmaceutical Tonic Wine Trade payable Co., Ltd. 8,707,068 7,972,184 Other payable Yantai Changyu Group Co., Ltd. 46,492,373 99,943,588 10. Share payment Nil 11. Contingency 11.1 Contingent liability caused by pending litigation and arbitration and financial influence Nil 11.2 Contingent liability caused by providing debt guarantee for other units and financial influence Nil 12. Commitment 12.1 Significant commitment End balance Beginning balance Capital commitment Approved by the Board of Directors but 1,015,600,000 1,605,664,161 not contracted End balance Beginning balance Investment commitment Contracted but not fully performed 13. Matters after balance sheet 13.1 Important matters after balance sheet Nil 123 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 13.2 Distribution of profits after balance sheet Unit: Yuan Profits or dividends to be distributed 754,010,400 Allocated profits or dividends approved to declare upon 754,010,400 discussion On 15th May, 2013, the shareholders’ general meeting has deliberated and approved the scheme of dividend distribution for the year 2012, the total stock 685,464,000 shares, at that time as a cardinal number to distribute CNY 11 in cash for per 10 shares to all stockholders, and the total cash dividend CNY 754,010,400. The cash dividend was transferred on July 11, 2013. 14. Other important matters Nil 15. Notes to financial statements of the parent company 15.1 Trade receivable 15.1.1 Trade receivable Unit: Yuan Ending sum Beginning sum Book balance Bad debt provision Book balance Bad debt provision Type Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Trade receivable of significant single amount and single accrued bad debt provision Trade receivable of insignificant single amount and single accrued bad debt 2,140,874 100% 710,080 100% provision Total 2,140,874 -- -- 710,080 -- 15.1.2 Trade receivable transferred back or received in this term Nil 15.1.3 Trade receivable actually cancelled after verification in this term Nil 15.1.4 Trade receivable due from shareholders with voting rights of 5% (including 5%) or above in this term Nil 124 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 15.1.5 Top 5 units of trade receivable Unit: Yuan Relationship with Percentage of total trade Unit Amount Period the Company receivable (%) Under the control Yantai Zhongya Pharmaceutical Tonic Wine Co., Ltd. of the same parent 2,126,273 Within 1 year 99.32% company Under the control Changyu Travelling Co., Ltd. of the same parent 14,601 Within 1 year 0.68% company Total -- 2,140,874 -- 100% 15.1.6 Trade receivable from related parties Unit: Yuan Percentage of total trade Unit Relationship with the Company Amount receivable (%) Yantai Zhongya Pharmaceutical Tonic Wine Under the control of the same parent Co., Ltd. company 2,126,273 99.32% Under the control of the same parent Changyu Travelling Co., Ltd. company 14,601 0.68% Total -- 2,140,874 100% 15.2 Other trade receivable 15.2.1 Other trade receivable Unit: Yuan Ending sum Beginning sum Type Book balance Bad debt provision Book balance Bad debt provision Proportion Proportion Proportion Proportion Amount (%) Amount (%) Amount (%) Amount (%) Trade receivable of significant single amount 11,120,600 0.48% 11,120,600 100% 11,120,600 0.5% 11,120,600 100% and single accrued bad debt provision Trade receivable of insignificant single amount and single accrued bad debt provision Nondecrease in value 2,305,315,256 99.52% 2,194,219,753 99.5% within the time limit Total 2,316,435,856 -- 11,120,600 -- 2,205,340,353 -- 11,120,600 -- Other trade receivable of significant single amount and single accrued bad debt provision at the end of term Unit: Yuan Other trade receivable Book balance Bad debt Accrued proportion (%) Reason Tiantong Securities Co., This company is in 8,000,000 8,000,000 100% Ltd. bankruptcy liquidation 125 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report The accounting age is Jingyang County Finance over three years and 3,120,600 3,120,600 100% Bureau there is little possibility to take it back. Total 11,120,600 11,120,600 -- -- 15.2.2 Other trade receivable transferred back or received in this term Nil 15.2.3 Other trade receivable actually cancelled after verification in this term Nil 15.2.4 Other trade receivable due from shareholders with voting rights of 5% (including 5%) or above in this term Unit: Yuan Ending sum Beginning sum Unit Accrued bad Book balance Book balance Accrued bad debt debt Yantai Changyu Group Co., Ltd. 2,454,000 Total 2,454,000 15.2.5 Nature or content of other trade receivable of significant amount Unit: Yuan Unit Amount Nature or content of fund Percentage of total other trade receivable (%) Xinjiang Changyu Baron Balboa Chateau 547,628,718 Incomings and outgoings 23.64% Co., Ltd. Beijing Changyu AFIP Incomings and outgoings Wine Chateau Co., Ltd. 519,645,720 22.43% Shaanxi Changyu Incomings and outgoings Ruina Wine Sales Co., 418,357,158 18.06% Ltd. Ningxia Changyu Incomings and outgoings Mosel 15th Chateau 278,381,453 12.02% Co., Ltd. Changyu (Ningxia) Incomings and outgoings Pioneer Wine Co., Ltd. 238,999,856 10.32% Total 2,003,012,905 -- 86.47% 15.2.6 Top 5 units of other trade receivable Unit: Yuan Relationship with the Percentage of total other Unit Amount Period Company trade receivable (%) Xinjiang Changyu Baron Balboa Chateau Co., Ltd. Subsidiary 547,628,718 Within 1 year 23.64% Beijing Changyu AFIP Wine Chateau Co., Ltd. Subsidiary 519,645,720 Within 1 year 22.43% Shaanxi Changyu Ruina Wine Sales Co., Ltd. Subsidiary 418,357,158 Within 1 year 18.06% 126 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Ningxia Changyu Moesl 15th Chateau Co., Ltd. Subsidiary 278,381,453 Within 1 year 12.02% Changyu (Ningxia) Pioneer Wine Co., Ltd. Subsidiary 238,999,856 Within 1 year 10.32% Total -- 2,003,012,905 -- 86.47% 127 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report 15.3 Long-term equity investment Unit: Yuan Explanation for Proportion of difference between Proportion of voting power the proportion of Accrued Calculation Cost of Beginning Movement Impairment Cash Invest to Ending balance shareholding in in the shareholding and depreciation method investment balance for the year provision dividend the invested unit invested unit proportion of provision (%) voting power in the invested unit Xinjiang Tianzhu (a) Cost 60,000,000 60,000,000 60,000,000 60% 100% method Vehicular Cost 300,000 300,000 300,000 100% 100% Transportation method Kylin Packaging Cost 23,176,063 23,176,063 23,176,063 100% 100% method Changyu Chateau (a) Cost 28,968,100 28,968,100 28,968,100 70% 100% method AFIP Tourism (a) Cost 350,000 350,000 350,000 70% 100% method Pioneer International Cost 3,500,000 3,500,000 3,500,000 70% 100% method Ningxia Growing Cost 1,000,000 1,000,000 1,000,000 100% 100% method National Wines Cost 2,000,000 2,000,000 2,000,000 100% 100% method Ice Chateau (a) Cost 13,413,000 13,413,000 13,413,000 51% 100% method Beijing Chateau (a) Cost 77,000,000 77,000,000 77,000,000 70% 100% method Sales Company Cost 7,200,000 7,200,000 7,200,000 90% 100% method Langfang Sales (b) Cost 100,000 100,000 100,000 10% 100% method 128 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Langfang Castel Cost 19,835,730 19,835,730 19,835,730 39% 100% method Wine Sales Cost 4,500,000 4,500,000 4,500,000 90% 100% 11,140,442 method Shanghai Sales (b) Cost 300,000 300,000 300,000 30% 100% method Beijing Sales Cost 850,000 850,000 850,000 100% 100% method Jingyang Sales (b) Cost 100,000 100,000 100,000 10% 100% method Jingyang Wine Cost 900,000 900,000 900,000 90% 100% method Ningxia Wine Cost 1,000,000 1,000,000 1,000,000 100% 100% method Yantai Dingtao Cost 10,000,000 10,000,000 10,000,000 18% 18% 5,000,000 method Ningxia Chateau Cost 2,000,000 2,000,000 2,000,000 100% 100% method Tinlot Chateau Cost 80,000,000 80,000,000 80,000,000 100% 100% method Shihezi Chateau Cost 150,000,000 150,000,000 150,000,000 100% 100% method Changan Chateau Cost 20,000,000 20,000,000 20,000,000 100% 100% method Development Centre Cost 500,000,000 500,000,000 500,000,000 100% 100% method Huanren Wine Cost 5,000,000 5,000,000 3,700,000 8,700,000 100% 100% method Total -- 1,011,492,893 1,011,492,893 3,700,000 1,015,192,893 60% 100% 5,000,000 0 11,140,442 129 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report (a) The Company holds 100% of the voting power and interests of those are not wholly-owned subsidiaries by contracted operation and paying contracting fees. Refer to Notes 6.1. (b) The Company holds 100% of the voting power of those subsidiaries by indirect holding. From January to June 2013, there was no significant restriction on the remittance of fund from the invested units to the Company. 15.4 Operating income and cost 15.4.1 Operating income Unit: Yuan Item Amount incurred in this term Amount incurred in last term Major operating income 687,497,638 695,491,695 Other operating income 27,585,498 76,366,715 Total 715,083,136 771,858,410 Operating cost 585,109,268 630,970,052 15.4.2 Operating income of top 5 clients of the Company Unit: Yuan Proportion of total operating income of the Client Total operating income Company (%) Sales Company 657,349,195 91.93% Castel Chateau 14,574,819 2.04% Longkou Changyu Sales 12,258,600 1.71% Penglai Wine 8,335,671 1.17% Pioneer International 7,800,499 1.09% Total 700,318,784 97.94% From January to June 2013, top five sales clients of the Company are all subsidiaries. 15.5 Investment income 15.5.1 Particulars of investment income Unit: Yuan 130 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Item Amount incurred in this term Amount incurred in last term Income from long-term equity investment by cost method 11,140,442 12,000,000 Income from long-term equity investment by equity method Income from disposal of long-term equity investment Investment income gained from disposal of financial assets held for trading 0 Investment income gained from held-to-maturity investment in the beneficial period Investment income gained from financial assets held for sale Investment income gained from disposal of trading financial assets Investment income gained from held-to-maturity investment Income from investment in financial assets for sale Other Total 11,140,442 12,000,000 15.5.2 Income on long-term equity investment by cost method Unit: Yuan Invest to Amount incurred in this term Amount incurred in last term Reason for change in this term Wine Sales 11,140,442 12,000,000 Total 11,140,442 12,000,000 -- 15.6 Supplementary information to consolidated cash flow statement Unit: Yuan Amount incurred in this Amount incurred in last Supplementary materials term term 1. Cash flows from operating activities calculated by adjusting the net profit: -- -- Net profit 28,904,179 29,519,643 Plus: Provision for impairment of assets -339,642 Depreciation of fixed assets, oil-and-gas assets and productive biological 19,808,610 21,120,669 assets Intangible assets amortization 1,121,540 1,469,540 Amortization of long term prepaid expenses Losses on disposal of fixed assets, intangible assets and other long-term 1,106 assets (profit listed with “-”) 131 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Amount incurred in this Amount incurred in last Supplementary materials term term Losses on retirement of fixed assets (profit listed with “-”) 2,008,334 Losses on fair value change (profit listed with “-”) Financial costs (profit listed with “-”) -11,170,965 -20,462,083 Investment losses (profit listed with “-”) -11,140,442 -12,000,000 Decrease in deferred income tax assets (increase listed with “-”) 5,809,621 6,211,787 Increase of deferred income tax liabilities (decrease listed with “-”) Decrease in inventories (increase listed with “-”) 110,238,935 -95,279,690 Decrease in operating receivables (increase listed with “-”) -208,855,353 -166,771,359 Increase in operating payable (decrease listed with “-”) 543,489,465 -295,894,023 Other Net cash flows from operating activities 478,206,696 -530,416,824 2. Significant investment and financing activities not involving cash deposit -- -- and withdrawal: Debt transferred into assets Convertible corporate bond mature within 1 year Fixed assets under financing lease 3. Changes of cash and cash equivalent: -- -- Ending balance of cash 833,162,361 312,423,451 Minus: Opening balance of cash 425,084,049 296,735,240 Plus: Ending balance of cash equivalent Minus: Opening balance of cash equivalent Net increase amount of cash and cash equivalent 408,078,312 15,688,211 16. Supplementary materials 16.1 List of current non-recurring profits/losses Unit: Yuan Item Amount Remark Profits/losses on disposal of non-current assets (including -390,591 write-off amount accrued provision for impairment of assets) Tax return, deduction and exemption approved beyond the 0 authority or without formal approval document Government allowance included in the current profits/losses (excluding those closely related to the enterprise business and 4,388,393 enjoyed in accordance with the unified standard quota or ration of 132 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Item Amount Remark the state) Payment for use of funds by non-financial enterprises included in the current profits/losses Income obtained when the investment cost obtained by the enterprise from subsidiaries, associated enterprises and cooperative enterprises is less than the fair value of the net identifiable assets obtained from the invested units when the investment is made Profits/losses on exchange of non-monetary assets Profits/losses on entrusting other people to make investment or manage assets Asset impairment provision accrued due to force majeure such as natural disaster Profits/losses on debt restructuring Enterprise reorganization expenses such as staffing expenditure and integration expenses Profits/losses on those beyond the fair value generated from transactions with unfair transaction price Current net profits/losses on subsidiaries acquired from a business combination under common control from the beginning to the consolidation date Profits/losses on contingencies irrelated to the normal business of the Company Profits/losses on changes of fair value of financial assets and liabilities held for trading, and investment income from disposal of financial assets and liabilities held for trading and financial assets held for sale, excluding effective hedging operations relevant to the normal business of the Company Returns of provision for impairment of accounts receivable with single impairment test Profits/losses on external entrusted loans Profits/losses on fair value changes of investment real estate with fair value mode for follow-up measurement Influence of the one-time adjustment of the current profits/losses in accordance with tax and accounting laws and regulations on the current profits/losses Trustee fee income from entrusted operation Other non-operating income and expenditure besides the above 538,273 133 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report Item Amount Remark items Other profits/losses conforming to the definition of non-recurring profits/losses Minus: Influenced amount of income tax 676,277 Influenced amount of minority shareholders’ equity (after-tax) Total 3,859,798 -- 16.2 Accounting data difference under domestic and foreign accounting standard 16.2.1 Net profits & net assets difference disclosed in the financial report according to the international accounting standard and Chinese accounting standard Unit: Yuan Net profits belonging to shareholders of listed Net assets belonging to shareholders of listed companies companies Amount in this term Amount in last term End sum Beginning sum In accordance with the 740,574,221 921,143,478 6,653,678,399 5,913,104,178 Chinese accounting standard Item & amount adjusted in accordance with the international accounting standard In accordance with the international accounting 740,574,221 921,143,478 6,653,678,399 5,913,104,178 standard 16.3 Return on net assets and earnings of per share Unit: Yuan Weighted average return on net Earnings per share Profit incurred in this term assets (%) Basic EPS Diluted EPS Net profit attributable to common shareholders 11.79% 1.08 1.08 of the Company Net profit attributable to common shareholders of the Company deducting non-incidental 11.72% 1.07 1.07 profits/(losses) 16.4 Abnormalities in main accounting statements of the Company and reason Unit: CNY 134 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report More or less Assets and liabilities Ending balance Beginning balance Reason for changes (%) Notes receivable 163,517,664 92,635,701 76.52% Mainly because of the increasing of received banker’s acceptance Inventory 2,010,473,538 2,268,621,441 -11.38% Mainly because of the stock decreasing due to the distribution during the spring festival Construction in 1,123,056,806 832,828,689 34.85% Mainly because of the increasing of the investment progress for the projects Advances from 279,624,914 450,172,253 -37.88% Mainly because of the accounting carryforward for customers the advances from the customers in the beginning of the peiod after the sales shipment during spring festival. Employee salary 89,660,021 140,484,927 -36.18% Mainly because of releasing bonus of last year payable Taxes payable 169,196,578 444,084,576 -61.90% Mainly because of paying the income tax of last year Non-currentliabilities 95,102,268 150,945,000 -37.00% Mainly because of the contract expiration with due within one year Zhonghai Trust Co. Ltd. Amount in the Amount in last More or less Income statement Reason for changes period period (%) Operating income 2,539,378,234 3,012,584,089 -15.71% The decrease of sales revenue for the high-end wine, comparing with the same period of last year. Operating cost 759,692,089 727,833,473 4.38% The changes of sales products structure, the proportion of high-end products declining, the proportion of low quality products increasing, the price of raw material increasing Sales expense 584,280,630 821,144,459 -28.85% According to the market situation, appropriately compressing marketing investment Income tax expense 244,475,516 306,145,488 -20.14% The decrease of sales revenue for the high-end wine, comparing with the same period of last year. 135 Yantai Changyu Pioneer Wine Co. Ltd. 2013 Semi-annual Report IX Catalogue of Documents for Future Reference 1、Semi-annual reports signed by the president; 2、Financial reports signed and affixed the seal by the president, financial administrator in charge of accounting and chief of accounting department; 3、All documents published on the newspaper designated by China Securities Regulatory Commission in the reporting term; 4、Articles of Association; 5、Other relevant documents. Yantai Changyu Pioneer Wine Company Limited Board of Director 28th August, 2013 136