Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Final 2022-01 April 2022 1 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Contents I、Important Notice, Contents and Definition................................................................................3 II、Brief Introduction for the Company and Main Financial Indicators .................................. 6 III、Management Discussion and Analysis ................................................................................. 11 IV、Corporate Governance .......................................................................................................... 33 V、Environmental and Social Responsibility ............................................................................. 56 VI、Major issues ............................................................................................................................59 VII、Changes in Shares and Shareholders’ Situation ............................................................... 70 VIII、Related Situation of Preferred Shares .............................................................................. 79 IX、Related Situation of Bonds ....................................................................................................79 X、Financial Report ...................................................................................................................... 79 2 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report I. Important Notice, Content and Definition The board of directors,the board of Supervisors,directors, supervisors and senior executives of the Company guarantee the truthfulness, accuracy and completeness of the contents contained in the report with no false records, misleading statements or significant omissions, and undertake individual and joint legal liabilities. Mr. Zhou Hongjiang (Person in charge of the Company), Mr. Jiang Jianxun (Person in charge of accounting work) and Ms. Guo Cuimei (Person in charge of accounting organ & Accountant in charge) assure the truthfulness, accuracy and completeness of the financial report in the annual report. All directors have personally attended the meeting for deliberating the annual report. Except for the following directors, other directors attended this board meeting for reviewing this annual report in person Name of director not attending Position of director not attending Reason of not attending the Name of the meeting personally the meeting personally meeting personally entrustee Aldino Marzorati Director Due to time conflict of work Zhou Hongjiang Stefano Battioni Director Due to time conflict of work Leng Bin Enrico Sivieri Director Due to time conflict of work Zhou Hongjiang Forward-looking statements such as future plans and development strategies covered in this report do not constitute a substantial commitment of the Company to investors. Investors are advised to pay attention to investment risks. About significant risks that may be faced in production and operation process, please refer to “(5) Potential Risks” of “11. Expectation for the Company’s Future Development” in the “III. Management Discussion and Analysis” of this report. Investors are advised to read carefully and pay attention to investment risks. The Company’s preliminary scheme of profit distribution deliberated and passed by the board of directors this time is shown as following: Based on the Company’s total 685,464,000 shares, the Company plans to pay CNY4.5 (including tax) in cash as dividends for every 10 shares to all shareholders and send 0 bonus share (including tax); capital reserve will not be transferred to equity. 3 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Reference Documents (1)The original of Annual Report autographed by the chairman. (2)The Financial Statements autographed and signed by the chairman, chief accountant and accountants in charge. (3)The Prospectus and Public Offering Announcement for Stock B in 1997; The Prospectus and The Shares’ Change & Public Offering Announcement for Stock A in 2000. (4) The originals of all documents and announcements that the Company made public during the report period in the newspapers designated by China Securities Regulatory Commission. 4 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Definition Definition Item Refers to Definition Content Company/The Company Refers to Yantai Changyu Pioneer Wine Co., Ltd. Changyu Group/Controlling Shareholder Refers to Yantai Changyu Group Co., Ltd. CSRC Refers to China Securities Regulatory Commission SSE Refers to Shenzhen Stock Exchange KPMG Huazhen Refers to KPMG Huazhen LLP (Limited Liability Partnership) CNY Refers to Chinese Yuan 5 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report II. Brief Introduction for the Company and Main Financial Indicators 1. Company’s information Stock Abbreviation Changyu A, Changyu B Stock Code 000869, 200869 Stock Abbreviation after Alteration - Place of Stock Listing 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 Zhou Hongjiang Registered Address 56 Dama Road, Yantai, Shandong, China Postal Code of Registered Address 264000 Historical Change in Registered Address No Office Address 56 Dama Road, Yantai, Shandong, China Postal Code of Office Address 264000 Website http://www.changyu.com.cn E-mail webmaster@changyu.com.cn 2. Contact person and information Secretary to the Board of Directors Authorized Representative of Securities Affairs Name Mr. Jiang Jianxun Mr. Li Tingguo Address 56 Dama Road, Yantai, Shandong, China 56 Dama Road, Yantai, Shandong, China Tel. 0086-535-6602761 0086-535-6633656 Fax. 0086-535-6633639 0086-535-6633639 E-mail jiangjianxun@changyu.com.cn stock@changyu.com.cn 3. Information disclosure and filing location Stock exchange website for disclosing annual Shenzhen Stock Exchange (http://www.szse.cn) report China Securities Newspaper , Securities Times, Hong Kong Media name and website for disclosing Commercial Daily and CNINFO website annual report (http://www.cninfo.com.cn) Filing location of the Company’s annual Board of Directors’ Office of the Company, 56 Dama Road, report Yantai, Shandong 6 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 4. Registration changes Organization Code 913700002671000358 The business scope determined by the Company when it was established on September 18th, 1997 is production, processing and sales of wine, distilled liquor, healthy liquor, fruit liquor, non-alcohol beverage, fruit jam, packing material and winemaking machine.On April 17th, 2008, approved by the 2007 Shareholders’ Meeting, the Company’s business scope was changed to production, processing and sales of wine, distilled liquor, medicinal liquor, fruit liqueur, non-alcohol beverage, fruit jam, packing material and winemaking machines; licensed import and export. On May12th, 2010, approved by the 2009 Shareholders’ Meeting, the Company’s business scope was changed to production, processing and sales of wine, distilled liquor, medicinal liquor, fruit liqueur, Changes for the main businesses non-alcohol beverage, fruit jam, packing material and its products and of the Company since it was listed winemaking machinery; licensed import and export; external investment subject to national policy. On September 23rd, 2016, approved by the 2016 annual 1st Interim Shareholders’ Meeting, the Company’s business scope was changed to production of wine and fruit wine (bulk wine, processing and filling); production of blending liquor and other blending liquors (grape liqueur); production of other liquors (other distilled liquors); production, processing and sales of packing material and winemaking machines; grape plantation and procurement; tourism resources development (excluding tourism); packaging design; activity of building rental; licensed import and export; warehouse business; external investment subject to national policy. Changes for all previous No controlling shareholders 5. Other relevant information The accounting firm appointed by the Company Name KPMG Huazhen LLP Level 8, No.2 East Wing of Dongfang Square, No.1 East Chang’an Address Street, Dongcheng District, Beijing Name of signatory accountants Ms. Wang Ting, Ms. Xu Weiran The sponsor institution appointed by the Company to perform the duty of continuous supervision during the report period □Available Not available The financial adviser appointed by the Company to perform the duty of continuous supervision during the report period □Available Not available 7 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 6. Key accounting data and financial indicators Whether the Company needs to retrospectively adjust or restate the accounting data of previous fiscal years. □Yes No Increase/decrease compared 2021 2020 2019 with last year (%) Operating revenue (CNY) 3,953,067,583 3,395,402,001 16.42% 5,074,025,899 Net profit attributed to shareholders 500,102,606 470,860,587 6.21% 1,141,367,296 of the listed company (CNY) Net profit attributed to shareholders of the listed company after 472,235,962 397,655,187 18.76% 892,496,644 deducting non-recurring profits and losses (CNY) Net cash flows from operating 1,125,382,658 505,146,673 122.78% 848,852,360 activities (CNY) Basic earnings per share (CNY) 0.73 0.69 5.80% 1.67 Diluted earnings per share (CNY) 0.73 0.69 5.80% 1.67 Weighted average for earning rate 4.84% 4.57% 0.27% 11.40% of net assets (CNY) December 31, December 31, Increase/decrease compared December 31, 2021 2020 with last year-end (%) 2019 Total assets (CNY) 13,472,009,754 13,102,481,541 2.82% 13,647,932,568 Net Assets attributed to shareholders of the listed company 10,447,884,183 10,267,832,644 1.75% 10,308,910,198 (CNY) The lower of the net profit before and after non-recurring gains and losses in recent three fiscal years is negative and the audit report in recent one year indicates there is uncertainty in the Company’s sustainable operation ability □Yes No The lower of the net profit before and after non-recurring gains and losses is negative □Yes No 7. Differences in accounting data under PRC accounting standards and international accounting standards (1) Differences between net profits and net assets in the financial report disclosed according to both international accounting standards and PRC accounting standards 8 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report □Available Not available There are no differences between net profits and net assets in the financial report disclosed according to both international accounting standards and PRC accounting standards during the report period. (2) Differences between net profits and net assets in the financial report disclosed according to both foreign accounting standards and PRC accounting standards □Available Not available There are no differences between net profits and net assets in the financial report disclosed according to both foreign accounting standards and PRC accounting standards during the report period. 8. Key financial indicators by quarter Unit:CNY 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Operating revenue 1,134,006,251 740,454,186 796,762,047 1,281,845,099 Net profit attributed to shareholders of the 286,745,340 85,076,479 79,742,460 48,538,327 listed company Net profit attributed to shareholders of the listed company after deducting non-recurring 280,760,222 72,915,820 67,549,124 51,010,796 profits and losses Net cash flows from operating activities 314,895,523 141,039,626 336,257,978 333,189,531 Whether there are significant differences between the above mentioned financial indicators or their sum and the related financial indicators in the quarterly reports and semi-annual reports disclosed by the Company. □Yes No 9. Item and amount of non-recurring profit and loss Available □Not available Unit:CNY Item 2021 2020 2019 Explanation Profits and losses on disposal of non-current assets, including -15,364,993 -1,165,162 6,272,676 the provision for asset impairment write-off part Government grants included in the current profits and losses(except for those recurring government grants that are 48,240,741 73,180,848 84,837,581 closely related to the entity’s operation, in line with related regulations and have proper basis of calculation) The subsidiary’s net profit and loss for the current period from the beginning of the period to the combining date 12,715,544 16,514,012 resulting from the combination of enterprises under the same control 9 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Other non-operating revenues and expenditures in addition to 2,328,169 10,098,551 7,298,479 the aforementioned items Other profit and loss projects conforming to the definition of 0 0 218,649,636 non-recurring profit and loss Less:Income tax effect 7,306,787 21,595,671 84,171,927 Minority shareholders' equity effect (after taxes) 30,486 28,710 529,805 Total 27,866,644 73,205,400 248,870,652 -- Specific situation of other profit and loss projects conforming to the definition of non-recurring profit and loss □Available Not available There does not exist specific situation of other profit and loss projects conforming to the definition of non-recurring profit and loss. Explanation for regarding the non-recurring profit and loss specified in the Explanatory Announcement on Public Company’s Information Disclosure No.1 –Non-recurring Profit and Loss as recurrent profit and loss □Available Not available There is no situation regarding the non-recurring profit and loss specified in the Explanatory Announcement on Public Company’s Information Disclosure No.1 –Non-recurring Profit and Loss as recurrent profit and loss. 10 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report III. Management Discussion and Analysis 1. Situation of industry in which the Company operates during the report period In 2021, a strong wine consumption atmosphere had not yet been formed in China. The wine market was still mainly distributed in some developed coastal areas. Most consumers did not develop the habit of drinking wine frequently. Wine consumption was highly vulnerable to the impact of the epidemic and spirits. The overall scale of domestic wine market continued to decline, the sales volume of imported wine and domestic wine continued the trend of “double decline”, and the vast majority of wine production and operation enterprises had difficulties in operation. The domestic wine industry was still on the verge of loss. Facing these disadvantages, the Company persisted in taking the market as the center, adhered to the development strategy of “Focus on middle-and-high level, Focus on high quality, Focus on big product” and the marketing philosophy of “obtaining growth from the terminal and nurturing consumers”, took market-oriented action to adjust marketing strategies in a timely manner, promoted reform and innovation to stimulate enterprise vitality, and took consumer satisfaction as the ultimate goal to continuously improve product quality. In 2021, the Company realized the operating revenue of CNY3,953.06million with a year-on-year increase of 16.42% and the net profit attributable to the parent company’s shareholders of CNY500.1million with a year-on-year increase of 6.21%, maintaining the leading role in the industry. 2. Main businesses during the report period The Company need to comply with the disclosure requirements of Food and Liquor Manufacturing Related Businesses in Shenzhen Stock Exchange Industry Information Disclosure Guideline No. 3 - Industry Information Disclosure. (1) Situation of the industry in which the Company operates During the report period, the Company’s main businesses are production and operation of wine and brandy, thus providing domestic and foreign consumers with healthy and fashionable alcoholic drinks. Compared with earlier stage, there are no significant changes happened to the Company’s main businesses. The wine industry that the Company involved in is still in growth stage. Although being affected by many factors including the epidemic for the short-term, the competition in the market is fierce, the wine consumption temporarily declines, and a large number of wine production enterprises are on the brink of loss. However, seen from the long term, with the change in the consumption conception of younger consumers, the whole domestic wine market is likely to be on the rising trend. The Company is at the forefront in the domestic wine market and is significantly ahead of major domestic competitors. 11 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report The Company’s products were divided into two series: wine and brandy. For wine, main brands included Changyu, Noble Dragon, AFIP, Longyu, Golden Ice Valley, Zenithwirl, Vermouth, Rena, Baron Balboa, J.LORMIN, Atrio, Kilikanoon and IWCC and so on. For Brandy, main brands included Koya, Mminni, Pagese, Roullet Fransac and so on. (2) License obtained As of December 31st, 2021, the Company and its subsidiaries have obtained 8 food production licenses (alcohol), of which the food production licenses having been obtained since the beginning of 2020 are as follows: Food Food production license Producer name Obtaining time Obtaining method category number Shaanxi Chateau Changyu Rena Approval from Alcohol 2020.10.19 SC11561040400532 Co., Ltd. government authority Yantai Chateau Koya Brandy Co., Approval from Alcohol 2021.01.11 SC11537063601165 Ltd. government authority (3) Explanation for other major events During the report period, there did not exist the trademark ownership dispute, food quality issue or food safety incident etc. that had a significant impact on the Company. Major sales mode The Company’s main sales mode was the distribution mode, and main sales channel was offline sales, that is, the Company’s products were distributed to sales terminals through approximately 4,000 distributors at home and abroad and ultimately provided to consumers. Distribution mode Available □Not available (1) Situation of change in the number of distributors Increased number Number at the Number at the Region during this report beginning of 2021 end of 2021 period Eastern China 1702 155 1857 South China 541 24 565 Central China 479 -3 476 12 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report North China 358 7 365 Northwest China 156 28 184 Southwest China 411 82 493 Northeast China 289 29 318 HongKong, Macao,Taiwan 511 62 573 China and overseas Total 4447 384 4831 (2) The Company adopted the settlement method of cash and carry with the distributors, and mainly adopted buyout distribution mode. The ratio of sales in self-owned exclusive shop exceeds 10% □Available Not available Sales of online direct selling Available □Not available 2021 2020 Sales model Operating income Operating cost Operating income Operating cost Gross Gross margin (CNY) (CNY) (CNY) (CNY) margin Distribution 3,263,303,800 1,349,422,481 58.65% 2,945,453,550 1,289,537,264 56.22% Direct sales 689,763,784 298,367,393 56.74% 449,948,451 214,340,143 52.36% Total 3,953,067,583 1,647,789,874 58.32% 3,395,402,001 1,503,877,407 55.71% The change in sales prices of major products accounting for more than 10% of total operating income in current report period exceeds 30% compared with those in last report period □Available Not available Procurement mode and procurement content Unit:CNY’0000 The amount of the main Procurement mode Procurement content procurement content Price determined by quality comparison with standard price items Raw materials such as grapes/ bulk wine 49,125.70 Tender/Price determined by quality comparison with standard price items Packaging materials 53,324.70 Tender/Price determined by quality comparison with standard price items Brewing materials 2,262.50 Tender/Price determined by quality comparison with standard price items Vineyard supplies 1,082.80 Contract Fuel and power 2,945.50 13 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Price determined by quality comparison with standard price items Other wines and derivatives 1,651.80 Amount of purchasing raw materials from cooperatives or farmers exceeds 30% of total procedure amount □Available Not available The year-on-year change in the price of major outsourced raw materials exceeds 30% □Available Not available Major production mode The production mode of the Company is self-produce. Manufacturing consignment □Available Not available Major components of operating costs Please refer to ‘4. Analysis in main business’ in this chapter. Yield and inventory Please refer to ‘4. Analysis in main business’ in this chapter. 3. Analysis of core competitiveness Compared with the participants in the arena of the Chinese wine sector, the Company owns following advantages: Firstly, the Company has a large brand influence. Main brands used have a long history. “Changyu”, “Noble Dragon” and “AFIP” are all “China famous brands” that have strong influence and good reputation. Secondly, the Company has set up a nationwide marketing network. The Company has formed a “three-level” marketing network system mainly composed of the Company’s salesmen and distributors and the online sales platform has had a certain scale and influence, owing strong marketing ability and market exploitation ability. Thirdly, the Company has strong scientific prowess and a product R&D system. Relying on the country’s “State-level Wine R&D Center”, the Company has owned powerful winemaker team, mastered advanced winemaking technology and production processes and had strong product innovation capacity and perfect quality control system. Fourthly, the Company is in possession of a lot of grape-growing bases that are compatible with its development requirements. The Company has developed a great deal of vineyards in the most suitable areas for wine grape growing such as Shandong, Ningxia, Xinjiang, Liaoning, Hebei and 14 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Shaanxi, and its subsidiary overseas enterprises also own matching grape bases in local area, making the overall scale and structure generally meet the Company’s needs for future development. Fifthly, products in high, medium and low-grade as well as varieties and categories are all complete. Over 100 varieties of series products such as wine, brandy and sparkling wine covers various grades, including high, medium and low-grade, which can meet different consumer groups’ demands. The Company has taken the dominant status in the domestic wine industry after many years’ development and has comparative advantages in the future competition. Sixthly, the Company has a relatively perfect motivation system. Most of Company’s employees indirectly hold the Company’s equity through controlling shareholders. There are high consistency between employee benefits and shareholders benefits, in favor of motivating employees to create value for shareholders. Seventhly, the Company has set up flexible and efficient decision-making mechanism. The Company’s core management team always maintains a working style of unity and pragmatic and flexible and efficient decision-making mechanism, which makes the Company can deal with market changes more calmly. Eighthly, the global production capacity layout has been basically completed. The Company has completed production capacity layout in China, France, Chile, Spain, Australia and other major wine producing countries in the world, enabling making better use of global high-quality raw material resources, capital, talents and advanced production processes and technologies to provide consumers with diversified quality products and better serve consumers. Based on the above reasons, the Company has formed relatively strong core competence and will maintain a relatively dominant position in the future predictable market competition. 4. Analysis in main business (1) Summarization Increase or decrease at Description the end of the period Cause of significant changes over the end of last year Operating revenue 16.42%Mainly because of increase in sales volume Operating cost 9.57%Mainly because of increase in sales volume Mainly because of increased advertising fee and marketing Sales expense 26.73% expense resulting from increased market investment Mainly because of increase in depreciation fee and Management expense 2.90% administrative expense Mainly because of increase in research input, purchasing R&D expense 140.97% and updating scientific equipment 15 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Mainly because of increase in exchange loss of the Financial expense 3.61% Company’s subsidiary overseas enterprises Net amount of cash flow generated Mainly because of increase in received sales payment 122.78% in operating activities resulting from increased sales volume Mainly because of decrease in cash received from Net amount of cash flow generated -23.38% investment recovery and cash recovered from disposal of in investment activities fixed assets, intangible assets and other long-term assets Mainly because of decrease in cash paid for distribution of Net amount of cash flow generated 29.22% dividends, profits or repayment of interest and other cash in financing activities paid in connection with financing activities Review and summary of the process of the Company’s early-disclosed development strategy and business plan during the report period During the report period, the domestic wine industry continued the decline trend and the market competition was very intense. The Company realized the operating revenue of CNY3,953.06million with an increase of 16.42% compared with last year, exceeding the target fixed at the beginning of the year of realizing operating revenue no less than CNY3.8billion, and realized the net profit attributable to the parent company’s shareholders of CNY500.1million with an increase of 6.21% compared with last year. The main works during the report period were shown as followed: Firstly, the Company adhered to the market-oriented strategy and timely adjusted marketing strategies. For wine, on the basis of the Three-Focus strategy, the Company further focused on brands, products, cities, methods and barcode; actively adjusted the organizational structure, realizing good performance in the annihilation war and showing a good momentum in some markets; strengthened the management and control of marketing expenses and further focused the market investment in consumer cultivation; constantly innovated the contents and methods of brand communication, expanding the brand influence. For brandy, the Company further improved the sales system, realizing high-low separation in traditional mature markets such as Guangdong and Yantai and making the independent system cover the national market; continued to carry out marketing activities, such as tasting activities, chateau experience, exchange of empty bottles for brandy and Koya XO cultural experience hall and so on; steadily improved the quantity and quality of new distributors, such as group-buying, consumer and cross-border distributors. For imported wine, the Company continued to optimize the structure of imported products and focused on the core products of the Company's overseas acquired brands. Besides, the Company accelerated the pace of digital transformation and upgrading, achieving sustained and rapid growth in the online business and making its sales rank first in the wine industry's entire network sales. Secondly, the Company promoted reform and innovation and stimulated the vitality of enterprises. In view of the irreplaceable role of high-end products in enhancing brand influence and promoting the long-term development of the company, the Company established the Longyu business division in order for the high-end wines to strive to break through the market dilemma and begin to reverse, 16 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report thus leading the Chinese wine market to gradually recover in an all-round way. The integration of various tourism units was completed, and the organization and personnel was further streamlined, greatly improving the operating efficiency. The Company solidly promoted technological innovation and was authorized 3 national invention patents of wine and 2 national invention patents of brandy. It also cooperated with online big enterprises, such as Guoqu, Yixin Kechuang and Jiuaizhihe, used platforms including JD.com, Tmall and Tiktok to increase product and brand promotion efforts, and continuously expanded the scale of fans, further enhancing brand communication power, guidance and influence and promoting product sales. In the planting process, the Company introduced the internationally-leading NETAFIM "integration of water and fertilizer " drip irrigation system to achieve precise water and fertilizer supply to grapes, greatly reducing the use of labor, water and fertilizer use; organic fertilizer and biological pest control technology was promoted to continuously improve the yield of organic grapes. In the production process, the Company introduced a scientific and reasonable thermal energy recovery system to recycle and utilize equipment waste heat; use electricity at different times and peaks and use the height difference of production facilities to facilitate material transportation that further reduces production costs, and the energy consumption index per ton of wine has reached the national green factory standard. In the logistics link, the logistics mode of using three-layer cartons and pallet packaging for national circulation has been promoted, and the amount of paper used and packaging costs have been greatly reduced. Thirdly, the Company strengthened financial and safety management, strengthened audit supervision and prevented operational risks. The Company has coordinated the channel of expense listing, strengthened fixed capital management and financial management of joint venture companies, reduced capital occupation, saved labor costs and reduced financial risks. Establish and improve the occupational safety and health system, carry out occupational safety and health education for employees, take multiple measures to mobilize employees to be vaccinated in time, strengthen employees’ awareness of environmental protection, safety and occupational health, improve employees’ safety production skills, self-protection ability and group protection awareness, actively carry out the rectification of hidden dangers in safety production, continuously improve the level of safety production management to prevent safety loopholes and successfully achieve “zero infection and zero accident”. By conduction internal unit profit authenticity audits, flight audits, resign audit of middle and senior-level employees and technical renovation project audits to prevent major violations of laws an disciplines. Fourthly, the Company further improved the salary system, strengthened talent team construction and improved the combat effectiveness of the management team. Through process decomposition and segmented accounting, the Company improved the performance assessment and evaluation system of the production system and improved the production efficiency. Further refine the evaluation and reward and punishment standards of brand winemaker that makes the responsibilities, rights and benefits of brand winemakers more clear and lays a talent foundation for continuous improvement of product quality. Continue to carry out employee training and further attract social outstanding talent to inject fresh blood into the enterprise and enhance the development momentum of the enterprise. 17 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Fifthly, the Company carefully organized and successfully completed the purchase of raw materials such as grapes. Through scientific organization and planing, the Company overcame the obstacles caused by the epidemic, bad weather and other factors and completed the purchase of grapes and other raw materials with high quality and quantity that provides reliable raw material guarantee for future production and operation. (2) Revenue and cost ① Composition of operating revenue Unit: CNY 2021 2020 Year-on-year Proportion in Proportion in increase or Amount Amount operating revenue operating revenue decrease (%) Total operating revenue 3,953,067,583 100% 3,395,402,001 100% 16.42% Sector-classified Sector of liquor and 3,953,067,583 100% 3,395,402,001 100% 16.42% alcoholic beverage Product-classified Wine 2,834,114,276 71.69% 2,424,359,348 71.40% 16.90% Brandy 1,036,164,837 26.22% 877,428,035 25.84% 18.09% Tourism 73,192,187 1.85% 69,589,233 2.05% 5.18% Others 9,596,283 0.24% 24,025,385 0.71% -60.06% Area-classified Domestic 3,421,775,481 86.56% 2,889,121,152 85.09% 18.44% Overseas 531,292,102 13.44% 506,280,849 14.91% 4.94% Sales model- classified Distribution 3,263,303,800 82.55% 2,945,453,550 86.75% 10.79% Direct sales 689,763,784 17.45% 449,948,451 13.25% 53.30% ② The cases of industry, product or area accounting for over 10% in the Company’s operating revenue or operating profit Available □Not available Unit: CNY Year-on-year Year-on-year Year-on-year Operating Gross increase or increase or increase or Operating cost revenue margin decrease (%) of decrease (%) of decrease (%) of operating revenue operating cost gross profit rate Sector-classified Sector of liquor and alcoholic 3,953,067,583 1,647,789,874 58.32% 16.42% 9.57% 2.61% beverage Product-classified 18 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Wine 2,834,114,276 1,185,871,086 58.16% 16.90% 7.64% 3.60% Brandy 1,036,164,837 415,041,606 59.94% 18.09% 13.59% 1.58% Tourism 73,192,187 42,835,101 41.48% 5.18% 78.82% -24.10% Others 9,596,283 4,042,081 57.88% -60.06% -68.36% 11.06% Area-classified Domestic 3,421,775,481 1,308,515,057 61.76% 18.44% 6.99% 4.09% Overseas 531,292,102 339,274,817 36.14% 4.94% 20.80% -8.39% Sales model- classified Distribution 3,263,303,800 1,349,422,481 58.65% 10.79% 4.64% 2.43% Direct sales 689,763,784 298,367,393 56.74% 53.30% 39.20% 4.38% Under the condition that the statistical caliber of the Company’s main business data is adjusted during the report period, the Company’s main business data adjusted on the basis of caliber at the end of report period in recent one year. □Available Not available ③ Whether the Company’s sales revenue for material object is more than labor service revenue Yes □No Sector Project Unit 2021 2020 Year-on-year increase or decrease (%) Alcohol and Sales volume Ton 97,499 98,414 -0.93% alcoholic beverage Yield Ton 100,737 93,990 7.18% industry Inventory Ton 30,412 28,522 6.63% Sales volume Ton 67,700 70,662 -4.19% Wine Yield Ton 67,342 67,477 -0.20% Inventory Ton 16,104 15,898 1.30% Sales volume Ton 29,799 27,752 7.38% Brandy Yield Ton 33,394 26,513 25.95% Inventory Ton 14,308 12,624 13.34% Explanation on the causes of over 30% year-on-year changes of the related comparison data □Available Not available ④ The fulfillment of major sales contract signed by the Company up to the report period Available Not available 19 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report ⑤ Composition of operating costs Classification of sector and product Unit: CNY 2021 2020 Year-on-year Sector Project Proportion in the Proportion in the increase or Amount Amount operating cost (%) operating cost (%) decrease (%) Blending liquor 833,479,062 51.93% 731,348,214 49.42% 13.96% Liquor Packing material 477,555,065 29.76% 457,572,889 30.92% 4.37% and Wages 59,063,486 3.68% 56,969,384 3.85% 3.68% alcoholic Manufacturing beverage 234,857,160 14.63% 234,032,840 15.81% 0.35% expenses Blending liquor 611,321,504 51.55% 540,591,702 49.07% 13.08% Packing material 328,926,668 27.74% 326,909,741 29.67% 0.62% Wine Wages 50,206,319 4.23% 48,585,743 4.41% 3.34% Manufacturing 195,416,595 16.48% 185,657,867 16.85% 5.26% expenses Blending liquor 220,058,439 53.02% 190,756,512 52.20% 15.36% Packing material 147,425,674 35.52% 130,663,148 35.76% 12.83% Brandy Wages 8,708,416 2.10% 8,383,641 2.29% 3.87% Manufacturing cost 38,849,077 9.36% 35,597,765 9.75% 9.13% Explanation No ⑥ Whether there are changes of consolidation scope during the report period Yes □No During the report period, Yantai Fushan Changyu Trading Co., Ltd. was not included in the scope of consolidation because it was cancelled; the newly-established Shanghai Changyu Guoqu Digital Technology Co., Ltd., Tianjin Changyu Yixin Digital Technology Co., Ltd. and Shanghai Changyu Yixin Digital Technology Co., Ltd. were included in the scope of consolidation. For other changes, please refer to ‘1. Equity in subsidiaries’ in Note ‘VI Equity in other entities’ to the financial statements. ⑦ Major changes or adjustments of the Company’s businesses, products or service during the report period □Available Not available 20 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report ⑧ Information of major sales customers and major suppliers The Company’s major sales customers The total sales amount of the top five customers(CNY) 283,472,286 The proportion that total sales amount of the top five customers accounting for the annual total 7.17% sales amount(%) The proportion that sales amount of the related party in the total sales amount of the top five 0% customers accounting for the annual total sales amount(%) Information of the Company’s 5 biggest sales customers No. Customer name Sales amount(CNY) Proportion in total sales for the year(%) 1 Rank 1 st 140,814,494 3.56% 2 Rank 2 nd 59,764,528 1.51% 3 Rank 3 rd 33,447,664 0.85% 4 Rank 4th 26,225,001 0.66% 5 Rank 5 th 23,220,599 0.59% Total -- 283,472,286 7.17% Other situation explanations of major customers □Available Not available Information on the Company’s main suppliers The total purchase amount of the top 5 suppliers 136,914,471 The proportion of the total purchase amount of the top 5 suppliers in the annual purchase 24.08% amount The proportion of the related party purchase amount in the top 5 supplier purchase amount 3.58% in annual purchase amount Information on the Company’s top 5 biggest suppliers No. Supplier name Purchase amount(CNY) Proportion in total purchase for the year(%) 1 Rank 1st 44,870,025 7.89% 2 Rank 2 nd 27,057,504 4.76% 3 Rank 3 rd 23,934,593 4.21% 4 Rank 4 th 20,715,005 3.64% 5 Rank 5th 20,337,344 3.58% Total -- 136,914,471 24.08% Other situation explanations of main suppliers □Available Not available 21 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (3) Expense Unit: CNY Year-on-year increase 2021 2020 Explanation of significant changes or decrease (%) Mainly because of increased advertising Sales expense 998,954,105 788,252,485 26.73% fee and marketing expense resulting from increased market investment Mainly because of increase in Management 299,076,376 290,646,466 2.90% depreciation fee and administrative expense expense Mainly because of increase in exchange Financial 21,178,727 20,441,713 3.61% loss of the Company’s subsidiary expense overseas enterprises Research and Mainly because of increase in research Development 10,919,262 4,531,418 140.97% input, purchasing and updating scientific expense equipment (4) Research and development investment Available Not available 2021 2020 Percentage of changes (%) Number of R&D personnel (person) 137 135 1.48% The proportion of the number of R&D personnel 5.96% 5.27% 0.69% Educational structure of R&D personnel —— —— —— Below Bachelor 65 68 -4.41% Bachelor 48 46 4.35% Postgraduate 23 20 15.00% Doctor 1 1 0.00% Age structure of R&D personnel —— —— —— Under 30-year-old 33 32 3.13% 30-to 40-year-old 41 40 2.50% Above 40-year-old 63 63 0.00% The investment of the Company’s R&D 2021 2020 Percentage of changes (%) R&D investment amount (CNY) 10,919,262 4,531,418 140.97% R&D investment as a percentage of operating income 0.28% 0.13% 0.15% Amount of R&D investment capitalized (CNY) 0 0 0.00% Capitalized R&D investment as a percentage of R&D 0.00% 0.00% 0.00% investment (CNY) Reasons and effects of major changes in the composition of the company’s R&D personnel Available Not available 22 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Reasons for the significant change in the proportion of total R&D investment in operating income compared with the previous year Available Not available Reasons for the substantial changes in the capitalization rate of R&D investment and its rationality explanation Available Not available (5) Cash flow Unit: CNY Year-on-year increase Item 2021 2020 or decrease (%) Subtotal of cash inflow in operating activities 3,812,599,382 3,385,896,941 12.60% Subtotal of cash outflow in operating activities 2,687,216,724 2,880,750,268 -6.72% Net amount of cash flow generated in operating activities 1,125,382,658 505,146,673 122.78% Subtotal of cash inflow in investment activities 104,064,718 186,578,214 -44.22% Subtotal of cash outflow in investment activities 279,720,766 328,946,684 -14.96% Net amount of cash flow generated in investment activities -175,656,048 -142,368,470 -23.38% Subtotal of cash inflow in financing activities 855,198,786 987,668,379 -13.41% Subtotal of cash outflow in financing activities 1,354,745,101 1,693,437,449 -20% Net amount of cash flow generated in financing activities -499,546,315 -705,769,070 29.22% Net increase of cash and cash equivalents 449,661,924 -344,734,365 not available Explanation of main influence factors contributing to great changes in related data on year-on-year basis □Available Not available Explanation on the causes of major differences between the net cash flow generated by the Company’s operating activities and net profit of this year during the report period. □Available Not available 5. Analysis to non-main business □Available Not available 23 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 6. Assets and liabilities (1) Significant changes of assets composition Unit: CNY At the end of 2021 At the beginning of 2021 Proportion increase or Explanation on Proportion in the total assets Proportion in the total assets Amount Amount decrease (%) significant changes (%) (%) Monetary funds 1,567,095,993 11.63% 1,194,214,929 9.11% 2.52% No significant changes Receivables 291,006,410 2.16% 183,853,362 1.40% 0.76% No significant changes Contract assets 0% 0% 0% No significant changes Inventory 2,802,622,520 20.80% 2,945,548,651 22.48% -1.68% No significant changes Investment real estate 24,502,258 0.18% 27,057,730 0.21% -0.03% No significant changes Long-term equity investments 46,496,510 0.35% 48,263,507 0.37% -0.02% No significant changes Fixed assets 5,687,867,314 42.22% 5,724,935,846 43.69% -1.47% No significant changes Construction in progress 590,172,099 4.38% 635,495,152 4.85% -0.47% No significant changes Right-of-use asset 134,569,039 1% 130,293,427 0.99% 0.01% No significant changes Short-term borrowings 622,066,457 4.62% 689,090,715 5.26% -0.64% No significant changes Contract liability 147,120,716 1.09% 135,073,280 1.03% 0.06% No significant changes Long-term borrowings 176,047,043 1.31% 200,352,968 1.53% -0.22% No significant changes Lease liability 101,811,588 0.76% 98,401,900 0.75% 0.01% No significant changes 24 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Foreign asset has a high proportion Available □Not available Proportion of overseas Whether there Formation Operation Control measures for safeguarding of Earning Details of assets Assets scale Location assets in the are significant reasons mode asset security condition Company’s net assets impairment risks Hacienda Y The Company participates in making Vinedos Acquisition of Independent important decisions through board of 516,273,836 Spain 13,169,484 4.83% No Marques Del equity operation directors and appoints CFO on Atrio. SL financial management. Indomita Wine The Company participates in making Establishment Independent Company Chile, 511,244,907 Chile important decisions through board of 19,716,978 4.78% No of joint venture operation S.p.A. directors. The Company participates in making Kilikanoon Acquisition of Independent 167,079,311 Australia important decisions through board of 360,073 1.56% No Estate Pty., Ltd. equity operation directors. FrancsChampsP Sole The Company participates in making Independent articipations proprietorship 220,966,759 France important decisions through board of -3,327,344 2.07% No operation SAS establishment directors. (2) Assets and liabilities measured at fair value □Available Not available (3) Limitations of assets rights up to the end of the report period Please refer to the “52. Assets with restrictive ownership title or right of use” of the “Notes to the financial statements” in this report’s financial report. 25 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 7. Investment condition analysis (1) Overall situation Available □Not available Investment amount during the report period (CNY) Investment amount of the same period of last year (CNY) Variation 148,020,000 305,280,700 -51.51% (2) Cases of acquired significant equity investments during the report period □Available Not available (3) Cases of significant ongoing non-equity investments during the report period Available □Not available Unit: CNY Accumulated Accumulated Reasons for Whether Involved Investment actual investment realized unreached Disclosure Investment belongs to sectors of amount Capital Project Estimated Disclosure index (if Project name amount up to the earnings up to planning schedule date (if mode fixed assets investment during the source progress earnings have) end of the report the end of the and estimated have) investment projects report period period report period earnings Yantai Please refer to Changyu Resolution Liquor and International Announcement of Self-constr alcoholic Owned Wine City Yes 58,730,000 1,685,024,100 100% 0 0 — 2017.04.22 Seventh Session ucted beverage fund Blending and Board of Directors sector Cooling 4th Meeting, Center Resolution 26 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Announcement of Changyu Seventh Session International Self-constr Owned Board of Directors Yes 15,910,000 1,090,110,000 100% 0 0 — 2017.04.22 Wine City ucted fund 8th Meeting, Bottling Resolution Center Announcement of Yantai Seventh Session Changyu Board of Directors International Self-constr Owned 10th Meeting, Yes 0 462,677,200 100% 0 0 — 2017.04.22 Wine City ucted fund Resolution Logistics Announcement of Center Eighth Session Changyu Board of Directors Vineand Wine Self-constr Owned 4th Meeting and Yes 26,880,000 179,854,800 98% 0 0 — 2017.04.22 Research ucted fund Resolution Institute Announcement of Treasure Wine Self-constr Owned Eighth Session Yes 0 211,320,000 95% 0 0 — 2017.04.22 Chateau ucted fund Board of Directors Koya Brandy Self-constr Owned 7th Meeting Yes 0 207,095,500 100% 0 0 — 2017.04.22 Chateau ucted fund disclosed on China Securities Journal, Oak barrel Securities Times and Self-constr Owned procurement Yes 46,500,000 148,084,200 80% 0 0 — 2021.04.28 CNINFO ucted fund project (http://www.cninfo. com.cn/) Total -- -- -- 148,020,000 3,984,165,800 -- -- 0 0 -- -- -- 27 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report (4) Financial assets investment ① Security investment situation □Available Not available There are no security investments for the Company during the report period. ② Derivatives investment □Available Not available There are no derivatives investments for the Company during the report period. (5) The usage situation of raised capital □Available Not available There are no usage situations of raised capital for the Company during the report period. 8. Sale of significant assets and equities (1) Sale of significant assets □Available Not available The Company did not sell significant assets during the report period. (2)Sale of significant equities □Available Not available 9. Analysis of main holding and joint stock companies Available Not available Situation of main subsidiaries and joint stock companies affecting over 10% of the Company’s net profit Unit: CNY Company Main Registered Operating Operating Company name Total assets Net assets Net profit type business capital revenue profit Yantai Changyu Pioneer Wine Sales Subsidiary Sales CNY8million 989,932,250 176,281,834 2,670,739,279 639,123,060 509,991,945 Co., Ltd. Yantai Changyu Wine Subsidiary Sales CNY5million 169,968,188 151,271,261 1,040,063,518 117,359,790 87,244,317 Sales Co., Ltd. Changyu Trading Co., Ltd. in Development Subsidiary Sales CNY5million 66,005,809 14,386,591 181,246,321 68,884,834 46,573,280 Zone of Yantai Laizhou Changyu Subsidiary Sales CNY1million 55,767,467 1,000,000 259,246,590 77,371,763 58,027,832 Wine Sales Co., Ltd. 28 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report Acquisition and disposal of subsidiaries during the report period □Available Not available Explanation on main holding and joint stock companies 10. Situation of the structured subjects controlled by the Company □Available Not available 11. Expectation for the Company’s future development On the basis of our limited experience and professional skills, the Company makes the following judgments on the wine industry and future development: (1) The sector competition pattern and development trend Affected by the increase in the uncertainty caused by the slowdown of national macroscopic economy growth and other factors such as COVID-19 epidemic, the wine consumption scene is blocked and is obviously squeezed by other alcoholic products. Most wine companies have small scales with poor profitability and do not have much resources for cultivating the market.The full recovery of the wine market will take a long hard time. Although the development of the wine industry is currently encountering some difficulties, there are also lots of positive factors for the development of the industry. President Xi Jinping pointed out that ‘China’s wine industry has great prospects’ when he inspected Ningxia. The local governments of all wine-producing regions are actively responding to support the development of the wine industry. The atmosphere of domestic wine consumption and the perception of healthy wine consumption are gradually forming. Young consumer groups have the momentum to switch to wine consumption. Consumption of domestic products has gradually become a fashion. In the long run, the huge development potential has not changed. In such a case of long-term coexistence of opportunities and challenges, those enterprises that possess strong brand influence and marketing ability, catch the opportunities, actively take adjustments, make full use of newly emerging and traditional sales channels, make efforts to guide and cultivate wine consuming groups, timely satisfy the consumers’ demands and provide products with high cost performance will have the opportunity to be the final winner of competitions, and then form a new pattern of the future Chinese wine market. (2) The Company’s development strategy The Company will adhere to the development strategy of “Focus on middle-and-high level, Focus on high quality, Focus on big product”and the marketing philosophy of “obtaining growth from the terminal and nurturing consumers”,continue improving the relatively independent system construction of wine, brandy, imported wine and overseas business, enhance wine, scale up brandy, improve imported wine, stabilize overseas business and promote the all-round development of various alcohol products. (3) Management plan for the new year In 2022, the Company will try its best to realize operating revenue of not less than CNY4.3billion and control the main operating costs and three period expenses below CNY3.4billion. (4) Measures to be taken by the Company 29 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report In 2022, the China’s economic development is currently facing triple pressures including demand contraction, supply shock, and weakening prediction, and the development trend of the wine industry is still not optimistic.The Company will take 130th anniversary of Changyu’s establishment as an opportunity to mobilized all members of the Company, integrate various resources, stand at a new starting point and implement new measures to promote the Company to move forward in adversity and achieve greater development. The first is to reform the market system, increase marketing innovation and promote the Company’s development. According to different types of wine variety, grades, consumer groups and marketing methods, the Company established six business divisions, that include: establishing Longyu business division to further on high-end strategic brands; establishing Chateau wine business division to stabilize and consolidate the existing high-end wine market; establishing the Nobel Dragon business division to stabilize the basic market sales; establishing brandy business division to form a more independent brandy sales system; establishing imported wine business division to continue to specialize in imported wine business; establishing online business division to seek greater development of online business. The Company focuses more on marketing strategies and investment, integrates more investment, prescribed marketing actions, invests more in the cultivation of target consumer groups and core brand promotion, and accurately reaches the middle and high-end consumer class and captures the iteration of young consumer groups to explore more marketing innovation opportunities. The Company continues to deepen cooperation with e-commerce platforms such as JD.com and Tmall, vigorously promotes digital transformation, integrates and opens up various business modules, and continuously empowers the online and offline operation system and performance growth. The second is to adhere to the concept of “consumer first” and continuously improve product quality. The Company continues to do a good job in the construction of grape bases, vigorously cultivate small varieties of red grapes and white grapes that are in line with the region and continues to do a good job in the research and development of special products such as collectible wine, customized wine, tourism products and commemorative wine; Innovate base management methods, strengthen process control, scientifically judge the harvest period and marked-based pricing, and improve product quality from the source. Strengthen quality supervision throughout the entire process, accurately grasp consumer needs and strive to satisfy consumers. The third is to strengthen the construction of talent team and continue to cultivate reserve forces. The Company continues to strictly control the import of personnel, release the export of personnel, streamline the allocation of management personnel and steadily reduce the number of front-line employees in the production system on the premise of ensuring the basic stability of key personnel in order to increase wages and efficiency by reducing staff. The Company tightens recruitment standards, expands recruitment channels and vigorously introduces professional talents in technology, sales, management, etc.; continue to implement the training plan for young talents, strengthen professional training, improve ability, tap potential and increase the training and reserve of young talents. The fourth is to focus on enhancing the Company’s brand and strengthening the industrial tourism industry. Further standardize the reception of tourists, strengthen professional training, improve reception level, improve service quality, enhance tourists’ satisfaction, improve the Company’s image and brand reputation, and strive to convert tourists into fans of the Company’s products and brand. Committed to creating personalized new products with novel images and unique styles to 30 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report impress and attract tourists; strengthen organizational reform, complete the integration of tourism business, eliminate functional overlap and multiple management, increase per capita tourist reception and per capita efficiency to promote tourism business to a higher level. The fifth is to do a good job in basic management to ensure the healthy operation of the Company. All operations and decisions of the Company must be analyzed for legal feasibility and legitimacy, adhere to the bottom line of laws and systems, operate in compliance with laws and prevent legal risks. Strictly follow and implement various safety management rules and regulations, strengthen safety management, improve risk prevention and control and emergency response mechanisms and ensure safe operation. Improve the scientificity and accuracy of budget preparation, strengthen budget performance management. Strengthen the audit of the authenticity of profits, the authenticity of inventory, the audit of key costs and expenses, the audit of investment projects in technological transformation and advertising expenses, and increase accountability for economic losses. Further improve the financial management system of overseas subsidiaries, strengthen dynamic monitoring and operation analysis, continue to pay attention to the operation and capital risks of overseas enterprises, and improve the risk prevention and control capabilities of overseas enterprises. The sixth is to coordinate the preparations for the series of activities of Changyu’s 130th anniversary. During the year, the Company will organize and carry out a series celebration of the Changyu’s 130th establishment anniversary together with various departments, leaders at all level, brother enterprises, experts and scholars, distributors, consumers, domestic and foreign partners and the Company’s employees, who support the development of Changyu, to improve the reputation and influence of Changyu brand. (5) Potential risks ① Risk in price fluctuation of raw materials Grapes are the Company’s main raw materials. The grape’s yield and quality are affected to a certain extent by the natural factors such as drought, wind, rain, frost and snow. These force majeure factors greatly influence the quantity and price of the grapes in this Company orders and add the uncertainty to the Company’s production and operation. Therefore, the Company will lower the risks that are likely to affect grape quality and result in price fluctuation by means of expanding the self-run vineyards, strengthening the vineyard management and optimizing the layout of vineyards. ② Risk in uncertainty of market input and output To cope with the cutthroat market competition and to meet the needs for market development, the Company has input more and more capital in the market and the sales expense has taken up a higher percentage point in the business revenue. The input-output ratio will affect the Company’s operating results to a great extent and the risk that some investments may not reach the expectations is likely to occur. Therefore, the Company will strengthen market research and analysis, enhance market forecast accuracy and continue to perfect the input-output evaluation system to ensure the investments in market to be satisfactory as expected. ③ Risk in product transport The Company’s products are fragile and sent to different places all over the world, mostly by sea, railway and expressway. The peak season of sales is usually in cold winter and close to the spring festival when market has a great demand. At that time, the natural and human factors such as serious shortage of transport capacity resulting from busy flow of people and goods, wind, snow, freezing as well as traffic accidents make the transport departments difficult to send products to markets in time and safely. As a result, it makes this Company have to face the risks of missing the peak season of 31 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report sales. Therefore, the Company will adopt all methods possible like making precise sales prediction and well designed connection of production and sales, reasonably arranging production and transport means and making use of more available warehouses in different places to lower these kinds of risks. ④ Risk in investment faults The Company invested many projects in the previous periods and the investment amounts were relatively large. For individual project, owing to the influence of various factors, it led to have the risks of facing with the investment amount out of budget or hardly taking back the expected investment earnings. The Company will take an adequate argument and scientific decision-making for investment projects, try hard to reduce and avoid investment risks. ⑤ Risk in exchange rate The Company’s overseas subsidiaries export products to many different countries and the export amount is relatively large. There may be exchange losses or gains due to exchange rate fluctuation. ⑥ Risk in epidemic risk The Company’s products are currently mainly used for people’s consumption at gatherings. If the chance of gathering declines due to the epidemic, it may have a greater negative impact on the Company’s product sales. ⑦ Other risks During the production and sales of the Company’s products, it may be affected by force majeure such as wars, typhoons, earthquakes, etc.. 12. Activity registration form for receptions of research, communication, visit and other activities during the report period Available □Not available Type of Main discussed Reception Reception Reception Basic situation reception Reception object contents and time place pattern index of reception object provided data The recent The website of production and www.quanj Shenzhen Stock 2021.05.12 Other Other Secondary market investors operation ing.com Exchange situation of the (https://biz.szse.cn) Company Mr. Wang Peng from ICBCCS, Mr.Wang Yongming from New China Fund, Mr. Liu Aofei from The recent The Xiangcai Fund, Mr. Lei Kai The website of production and Company’s Field from New China Asset, Mr. Gao Shenzhen Stock 2021.05.18 Institution operation meeting research Bo and Ms. Tang Chenchen Exchange situation of the room from Funding Capital (https://biz.szse.cn) Company Management Company and Ms. Deng Tianjiao from BOC International (China) Co., Ltd. 32 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report IV. Corporate Governance 1. Current Corporate Governance Situation of the Company (1) About shareholders and shareholders’ meeting The Company has set up the Deliberation Rules of Shareholders’ Meeting, and convened the shareholders’ meetings in strict accordance with requirements of standard opinions of shareholders’ meeting, made the great effort to provide convenient conditions for more shareholders to participate the shareholders’ meeting, and ensured all shareholders to enjoy same equity and well exercised their rights. The Company drew great attention to the communication and exchange with shareholders, actively responded the shareholders’ inquiry and questions, and widely listened to the suggestions and comments from shareholders. (2) About the Company and holding shareholder The Company has independent business and self-management capacity, which is independent from the controlling shareholders in business, staffs, assets, institutions and finance. The Board of Directors, Board of Supervisors, management teams and also internal institutions are able to operate independently in the Company. The controlling shareholders of the Company could regulate their behaviors without directly or indirectly interfering in the Company’s decision-making and business activities beyond the shareholder’s meeting; meanwhile, there is no case of encroaching on the Company’s assets and damaging the interest of the Company and minority shareholders. (3) About the director and board of directors The Company strictly appoints all directors in light of Corporation Act and Articles of Associations. The qualifications of all directors are in line with the requirements of laws and regulations. In accordance with the requirements of Corporate Governance Guidelines, the Company has carried out the cumulative voting system in the director selection. At present, the Company has five independent directors accounting for above one third of all directors, and the number and personnel composition of board of directors was basically in accord with requirements of regulations as well as Articles of Associations. All directors of the Company were able to carry out work in accordance with the Rules of Board of Directors’ Procedure and Working Rules for Independent Directors, punctually attended the board of directors’ and shareholders’ meetings, actively took part in relevant knowledge training, were familiar with the laws and regulations concerned, had a deep knowledge and long experience of practitioners, and performed their duties according to the law and regulations. The Board of Directors convened the meetings complies with relevant laws and regulations. (4) About supervisor and board of supervisors The Company strictly elected all supervisors in light of the procedures stipulated in the Corporation Act and Articles of Associations. At present, board of supervisors has three people among which one supervisor is representative for staff. The number and composition of board of supervisor meet the requirements of regulations and laws. All supervisors of the Company could follow the requirement 33 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report of Rules of Board of Supervisors’ Procedure, insist the principle of responsibility to all shareholders, seriously perform their duties, effectively supervise and present their independent opinions on important issues, interrelated deals, financial status, the duty performance of directors and managers of the Company. (5) About performance evaluation and incentive system The engagement of managers was open and transparent, and accorded with laws and regulations. The Company has established and gradually improved the performance evaluation standard and formed efficient incentive system, so as to ensure the salary of staff to be linked with work performance. (6) About stakeholders The Company could fully respect and safeguard the legal rights of the party with relevant benefit, cooperate actively with the stakeholders, jointly drive the Company to develop continually and stably, pay great attention to the issues such as local environmental protection and public utilities etc., and fully assume the due social responsibility. (7) About the information disclosure and transparency The Company has appointed the board secretary to be responsible as the head of investor relation management including information disclosure, investor relations management and reception of shareholders’ visit and consultation. The Company has also assigned China Securities Newspaper, Securities Times, Honkong Commercial Daily and web site http://www.cninfo.com.cn/ to disclose information, punctually, accurately and truly disclosed any information in the light of requirement of relevant laws and rules, and also ensured all shareholders to have same opportunity to acquire any information. In order to further perfect the Company’s governance system, during the report period, the Company formulated and improved the management systems including 2021 Product Quality Assessment Measures, Requirements for Further Strengthening the Management of Packaging Material Suppliers, Opinions on Standardizing the Management of Informal Employment in Production and Tourism Systems and so on. Whether or not there is significant variance between the Company’s actual situation of corporate governance and the normative documents about listed company governance issued by China Securities Regulatory Commission. □Yes No There is no significant variance between the Company’s actual situation of corporate governance and the normative documents about listed company governance issued by China Securities Regulatory Commission. 2. Relative to the controlling shareholder and actual controller, independence of the Company on ensuring the company’s assets, personnel,finance, organization, business, etc. (1) Personnel Arrangement The Company’s general manager, deputy general managers and other senior officers, all of whom were paid by the Company and did not hold any concurrent administrative ranks in the controlling 34 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report units. The Company was entirely independent in personnel arrangement, conclusion and adjustment of labor contracts thanks to its sound and independent system for labor, personal and salary management. (2) Assets Tangible assets and Intangible assets including trademark, industrial property right and non-patent technologies were all clearly divided between the Company and the controlling shareholders, and all legal formalities were completed. As an independent legal entity, the Company operates independently in accordance with the law, and does not provide any form of guarantee with its assets for shareholders’ or individuals’ liabilities or other legal or natural persons. Due to the historical issues, the ownership of trademarks such as “ 张 裕 ” (Changyu) that the Company is permitted to use that are still remained with the controlling shareholder. Except for a very small number of trademarks such as “张裕”(Changyu) , the Company has ownership rights of the vast majority of trademarks being used by the Company, which ensures the independence and completeness of the Company’s assets. (3) Finance The Company is equipped with independent finance department, financial administrator and financial and accounting staff, as well as a complete, independent and standardized financial accounting system. The Company also opened its own bank accounts, independent and legally paying taxes and workers insurance fund. All financial individuals do not hold any concurrent posts in associated companies and are able to make financial decisions independently. The Company has its own audit department, which is especially responsible for the internal audit work of the Company. (4) Independent Institutions The Company has set up a sound organizational framework, in which the Board of Directors and Board of Supervisors operate independently, no superior and subordinate relationship exists between the functional departments of the controlling shareholder. The Company has its own independent production & business offices, and all functional departments are independent to exercise their powers and carry out the production and business activities independently. (5) Operations The operations of the Company are independent of the controlling shareholders. The Company owns itself completely independent systems covering research and development, financial accounting, labor and human resource, quality control, raw materials purchase, production and sales, has the independent management ability, and does not have the problem that entrusts the controlling shareholders to buy and sell on commission, nor exist the horizontal competition with controlling shareholders. 3. Situation for Horizontal Competition □Available Not available 35 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report 4. Information for the shareholders’ meeting and interim shareholders’ meeting held during the report period (1) Information for the shareholders’ meeting during the report period Participation ratio Convening Disclosure Session Meeting type Meeting Resolution of investors date date The meeting deliberated and approved the 2020 Annual Board of Directors’ Work Report, 2020 Annual 2020 Annual Board of Supervisors’ Work Report, 2020 Annual Report, Proposal on 2020 Annual shareholders’ Shareholders’ 62.28% 2021.05.27 2021.05.28 Annual Profit Distribution, Proposal on Appointing Certified Public Accountants Firm and Meeting Meeting Proposal on 2021 Annual Financial Budget. (2) Request for convening interim shareholders’ meeting by priority shareholders owing recovered voting right □Available Not available 5. Situation for Directors, Supervisors, Senior Executives and Staff (1) Changes in shareholdings of directors, supervisors and senior executives Shares held at Decreased Shares held at Reasons of the Beginning date Ending date Increased shares Other changes of Name Post Status Gender Age the beginning shares during the end of the increase and decrease of tenure of tenure during the period shares held of the period the period period change of shares held Zhou Secondary market Chairman Incumbent M 57 2002.05.20 2022.05.18 36,500 1,300 37,800 Hongjiang purchases Leng Bin Director Incumbent M 59 2000.08.22 2022.05.18 0 0 Secondary market Sun Jian Director Incumbent M 55 2019.05.17 2022.05.18 30,000 30,000 60,000 purchases Li Jiming Director Incumbent M 55 2019.05.17 2022.05.18 0 0 36 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report Chen Director Incumbent F 55 2019.05.17 2022.05.18 0 0 Dianxin Aldino Director Incumbent M 69 2006.12.07 2022.05.18 0 0 Marzorati Stefano Director Incumbent M 63 2020.05.27 2022.05.18 0 0 Battioni Enrico Director Incumbent M 53 2019.05.17 2022.05.18 0 0 Sivieri Chiang Yun Director Incumbent F 54 2020.06.19 2022.05.18 0 0 Luo Fei Independent director Incumbent M 69 2016.09.23 2022.05.18 0 0 Duan Independent director Incumbent M 57 2019.05.17 2022.05.18 0 0 Changqing Liu Huirong Independent director Incumbent F 58 2019.05.17 2022.05.18 0 0 Liu Qinglin Independent director Incumbent M 58 2019.07.02 2022.05.18 0 0 Yu Renzhu Independent director Incumbent M 43 2020.05.27 2022.05.18 0 0 Kong Chairman of the Board Incumbent M 49 2013.05.14. 2020.05.18 0 0 Qingkun of Supervisors Zhang Supervisor Incumbent F 52 2013.05.14. 2020.05.18 0 0 Lanlan Liu Zhijun Supervisor Incumbent M 41 2016.05.26 2020.05.18 0 0 Sun Jian General manager Incumbent M 55 2018.01.10 2022.05.18 0 0 Deputy general Li Jiming Incumbent M 55 2019.05.28 2022.05.29 0 0 manager Deputy general Jiang Hua Incumbent M 58 2001.09.14 2022.05.29 0 0 manager Deputy general Peng Bin Incumbent M 55 2018.01.10 2022.05.29 0 0 manager Deputy general Jiang manager and Board Incumbent M 55 2019.05.28 2022.05.29 0 0 Jianxun secretary General manager Pan Jianfu Incumbent M 46 2018.04.19 2022.05.29 0 0 assistant General manager Liu Shilu Incumbent M 47 2018.04.19 2022.05.29 0 0 assistant 37 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report Xiao General manager Incumbent M 45 2018.04.19 2022.05.29 0 0 Zhenbo assistant Total -- -- -- -- -- -- 66,500 31,300 0 0 97,800 -- Is there any resignation of directors and supervisors and dismissal of senior management personnel during their term of office during the reporting period Yes No Changes of directors, supervisors and senior managers of the company Available Not available (2) Situation for work experience The professional background, main work experiences and present positions of the Company’s directors, supervisors and senior executives ① Members of Board of Directors Mr. Zhou Hongjiang, male, 57, Chinese, with doctoral degree, senior engineer, used to be the General Manager of Yantai Changyu Pioneer Wine Sales Co., Ltd., the Deputy General Manager, the General Manager and the Deputy Chairman of Yantai Changyu Pioneer Wine Co., Ltd.. He is incumbent as the representative of the 13th National People’s Congress, the Chairman of Yantai Changyu Group Co., Ltd., and the board director and the Chairman of the Company. Mr. Leng Bin, male, 59, Chinese, with master degree, senior accountant, used to be the Deputy Section Chief and the Section Chief of Yantai Audit Bureau, the board director and the Chief Accountant of Yantai Changyu Group Co., Ltd. and the board director and the Deputy General Manager of the Company. He is incumbent as the board director of the Group Company and the Company, with an additional post of the General Manager of the Group Company, and the Chairman and General Manager of Yantai Zhongya Medical Health Wine Co., Ltd.. Mr. Sun Jian, male, 55, Chinese, MBA, used to be the Deputy General Manager of the Company. He is incumbent as the board director and the General Manager of the Company, and with an additional post of the board director of the Group Company. Mr. Li Jiming, male, 55,Chinese, with doctoral degree, application researcher, used to be the Chief Engineer of the Company. He is incumbent as the board director and the Deputy General Manager of the Company, and with an additional post of the board director of the Group Company. 38 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report Ms. Chen Dianxin, female, 55,Chinese, with master degree of the Party School; from July 1985 to October 2018, she used to serve as staff of Yantai Chemical Purchasing and Supply Station, staff of Yantai Stated-owned Assets Assessment Center, the Deputy Director of Yantai Stated-owned Assets Assessment Center, the Deputy Section Chief of Assets Assessment Management Department in Yantai State-owned Assets Bureau, the Deputy Section Chief of Assets Assessment Management Department in Yantai State-owned Assets Supervision and Administration Commission, full-time Deputy Secretary of Party branch in Yantai State-owned Assets Supervision and Administration Commission, the Section Chief of Property Management Department in Yantai State-owned Assets Supervision and Administration Commission, the Director of retired carders work office and the Section Chief of Property Management Department in Yantai State-owned Assets Supervision and Administration Commission, and the Director of retired carders work office in Yantai State-owned Assets Supervision and Administration Commission. Since October 2018, she has been served as the Deputy Secretary of Party branch and the General Manager of Yantai Guofeng Investment Holding Group Co., Ltd. and the current board director of Yantai Changyu Group Co., Ltd. and the Company. Mr. Aldino Marzorati, male, 69, Italian, with bachelor degree, servescurrently as the General Manager of Illva Saronno Holding S.p.A, the member of the board of directors of some branches under the Group Company, and the board director of Changyu Group Co., Ltd. and the Company. Mr. Stefano Battioni, male, 63, Italian, graduated with a bachelor’s degree. He has served as a Senior Product Manager of Colgate Palmolive in Italy, the Marketing Director of Barilla Holding, the International Marketing Director and the Spirits Business Unit Director-General Manager of Illva Saronno S.p.A. (a spirit company as a wholly-owned subsidiary of Illva Saronno Holding S.p.A.). He is currently the CEO of Illva Saronno S.p.A. and the board director of Changyu Group Co,. Ltd. and the Company. Mr. Enrico Sivieri, male, 53, Italian, with bachelor degree, served successively as the financial controller of ARNEG S.p.a., the commercial analyst of SPILLERS FOODS ITALIA S.p.a., the trade controller of Nestle’ Purina Petcare Europe, European marketing & sales controller of Nestle’ Purina Petcare Europe, the European supply chain controller of Nestle’ Purina Petcare Europe, the Southern Europe regional controller of Nestle’ Purina Petcare Europe and the Director of group financial controlling of Illva Saronno Holding S.p.A., and currently serving as a member of the board of directors for Royal Oak Distillery Ltd. and the General Manager of Illva Saronno Holding S.p.A., and the board director of the Company. Ms. Chiang Yun, female, 54, successively obtained Bachelor of Science degree Magna Cum Laude from Virginia Tech, Virginia, EMBA of The Kellogg School of Management at North Western University, USA and EMBA of The Graduate School of Management, Hong Kong University of Science and Technology, Hong Kong, China. She used to acted as Director at American International Group (AIG) direct investment team, the Managing Partner of Pacific Alliance Group (PAG). She currently serves as the INED and member of Audit Committee and Nomination Committee in Las Vegas Sands China, the INED and member of Audit Committee, Remunerations Committee and Nomination Committee in Goodbaby International Holding Ltd., the INED, member of Audit Committee and Nomination Committee and Chairlady of Remunerations Committee in Pacific Century Premium Developments Ltd., the INED and member of Audit Committee and Health, Safety and Security Committee in Merlin Entertainments plc., the CEO and 39 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report Founding Partner of Prospere Capital, and the board director of the Group Company and the Company. Mr. Luo Fei, male, 69, Chinese, with doctoral degree, visiting scholar of University of Toronto, doctoral supervisors, Government Special Allowance expert, first batch of trans-century subject (academic) leading personals of Financial Department. He successively served as the Dean of Accounting Institute in Zhongnan University of Economics and the Dean of Accounting Institute in Zhongnan University of Economics and Law. He focuses on the study of Financial Accounting, Cost Accounting, Financial Management, and so on. He has worked in companies for many years and has practical working experience with companies. Now he is serving as an independent director of the Company. Mr. Duan Changqing, male, 57, Chinese, with doctoral degree, professor, doctoral and master’s supervisor, and the national senior winemaker and senior wine taster.He currently serves as the chief scientist of national grape industry technology system and the Director of Wine Processing Key Laboratory of Ministry of Agriculture and Rural Affairs. Meanwhile, he holds concurrent posts of the Director of China Wine Technology Committee, the Director of China Wine and Fruit Wine Expert Committee, the Executive President and the Secretary General of Grape and Wine Branch of Chinese Horticultural Society and the Vice President of China Agricultural Society Grape Branch. His major research fields are the basic theoretical research and related high and new technology research and development as well as application promotion work in the direction of suitability between ecology in producing area and grape variety and liquor variety, evolvement mechanism and directional brewing of wine flavor formation, grape fruit flavor metabolism regulation and product flavor quality evaluation and so on. He is a current independent director of the Company. Ms. Liu Huirong, female, 58, Chinese, with doctoral degree, the former Deputy Dean and Dean of the Institute of Political Science and Law of Ocean University of China. She used to serve as an independent director of Sailun Group Co., Ltd., Longda Meat and Sacred Sun Co., Ltd. and Shandong Sacred Sun Power Sources Co., Ltd.. Currently, she is a second-level professor and doctoral supervisor of Ocean University of China and with additional post as a researcher of the “Belt and Road Initiative” Judicial Research Center of the Supreme People’s Court, an expert at the Supreme People’s Court for foreign-related commercial and maritime action expert database, the Deputy Chairman of the sixth Shandong Law Society and the Deputy Director of the Academic Committee, and the Chairman of the Qingdao Law-based Government Research Institute. Her research fields are International Law and Legislative Science. She has won the title of Shandong Top Ten Outstanding Young and Middle-aged Jurists, the third prize of Excellent Social Science Achievement of the Ministry of Education, the third prize of Shandong Excellent Social Science Achievement, the second prize of Shandong Excellent Philosophy and Social Science Achievement, the first prize of Excellent Achievement of Shandong Education Department and the Top Talent in Qingdao City. She is a current an independent director of the Company. Mr. Liu Qinglin, male, 58, doctoral degree of Management, Chinese, no overseas permanent residence. He is currently a professor and doctoral supervisor of Economics Faculty of Shandong University, the Director of Institute for World Economy Studies of Shandong University, the Executive Deputy President of Shandong Institute of Development of Shandong University, a member of a council of China Society of World Economics, an executive member of a council of The Association for Canadian Studies in China and Shandong Youth Scholars Association, a member of a council of Shandong Association for Business Economics and Shandong Price 40 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report Association. He currently serves as an independent director of Shandong Xinneng Taishan Power Generation Co., Ltd., an independent director of Weihai Huadong Automation Co., Ltd., and an independent director of the Company. Mr. Yu Renzhu, male, 43, Chinese, doctor of management, high-level talents of Jinan, used to act as the Deputy Director of Huanglong National Scenic Area Administration in Aba prefecture of Sichuan province as a member of the 18th doctoral team of the Central Organization Department and the Communist Youth League of China and also ever acted as managing director of Shandong Agricultural Economy Society. Currently, he serves as a professor and a master supervisor in School of Business Administration in Shandong University of Finance and Economics, the managing director of Chinese Marketing Association of Universities and an independent director of this company. ② Members of board of supervisors Mr. Kong Qingkun, male, 49, Chinese, MBA and economist, successively served as a section member of production department in the healthy liquor branch office, a clerk and the DeputyDirector and the Director of general manager office. Ms. Zhang Lanlan, female, 52, bachelor degree and economist, successively served as the Deputy Manager of the import and export branch of the Company and the Manager of import department of the Company. She now is the Director of board of directors’ office. Mr. Liu Zhijun, male, 41, Chinese, bachelor degree; from July 2003 to February 2019, he used to serve as the staff of worked in foreign fund department of Economy and Trade Bureau in Longkou Economic Development Zone, a news section member of propaganda department in Longkou Municipal Committee, a member of propaganda and mass work section, a member of planning section, the Deputy Director Member of programming development and enterprise distribution section, the Deputy Director Member and the Deputy Chief of programming development section, the supervisor (section chief rank) of the Dongfang Electronics Corporation Co., Ltd., Shandong Laidong Engine Co., Ltd. and Yantai Public Transportation Group Co., Ltd., and a section chief rank of Yantai Municipal Audit Bureau; from March 2019 to June 2020, he served as the had of the equity management department of Yantai Guofeng Investment Holding Group Co., Ltd.; from June 2020 to present, he serves as a member of the Party Committee, the deputy general manager and secretary of the board of director of Yantai Guofeng Investment Holding Group Co., Ltd. He now is a supervisor of the Company. ③ Other senior executives Mr. Jiang Hua, male, 58, Chinese, with master degree, senior engineer, has been serving as the Deputy General Manager of the Company since 14th September, 2001. Mr. Peng Bin, male, 55, MBA, senior engineer, ever successively served as the Department Chief of Technical Transformation Department and the Minister of Investment and Development Department as well as the Deputy General Manager of Yantai Changyu Group Co., Ltd. and the General Manager Assistant of Yantai Changyu Group Co., Ltd.. He currently serves as the Deputy General Manager of the Company. Mr. Jiang Jianxun, male, 55, Chinese, MBA and accountant, served as the Financial Manager of the Company from 20th May, 2002 to 10th January, 2018. He serves as the Deputy General Manager and Board Secretary of the Company. Mr. Pan Jianfu, male, Han ethnic, Chinese, 46, MBA and senior economist, used to serve as the General Manager of the Jiangxi Branch of the Company, the General Manager of the Shanghai 41 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report marketing management company and the General Manager of Beijing marketing management center. Currently, he is the General Manager Assistant of the Company and the General Manager of Beijing marketing management center and Beijing Chateau AFIP. Mr. Liu Shilu, male, Han ethnic, Chinese, 47, master degree, used to be the Manager of Tianjin branch of the Company, the Competence Manager of North China market, the General Manger of Beijing marketing management company, the General Manager of Guangdong marketing management center and the General Manager of e-commerce branch of the Company. Currently, he serves as the General Manager Assistance of the Company and the General Manager of Yantai Changyu Pioneer Wine Sales Co., Ltd.. Mr. Xiao Zhenbo, male, Han ethnic, Chinese, 45, MBA, served as the Deputy Manager of the Company’s market strategy development center, the General Manager of Shandong marketing management company and Yantai Changyu liquor company. He currently serves as the General Manager Assistant of the Company and the General Manager of Zhejiang marketing management company. Post in the shareholder’s company Available □Not available Beginning date Ending date of Paid by shareholder’s Name Shareholder’s Company Post of the post the post company or not Zhou Hongjiang Yantai Changyu Group Co., Ltd. Chairman 2018.01.10 2026.01.11 No Leng Bin Yantai Changyu Group Co., Ltd. Director 2018.01.10 2026.01.11 Yes Leng Bin Yantai Changyu Group Co., Ltd. General manager 2018.01.10 2026.01.11 Yes Sun Jian Yantai Changyu Group Co., Ltd. Director 2018.01.10 2026.01.11 No Li Jiming Yantai Changyu Group Co., Ltd. Director 2018.01.10 2026.01.11 No Chen Dianxin Yantai Changyu Group Co., Ltd. Director 2018.11.15 2026.01.11 No Aldino Marzorati Yantai Changyu Group Co., Ltd. Director 2018.01.10 2026.01.11 No Enrico Sivieri Yantai Changyu Group Co., Ltd. Director 2018.01.10 2026.01.11 No Stefano Battioni Yantai Changyu Group Co., Ltd. Director 2020.04.09 2026.01.11 No Chiang Yun Yantai Changyu Group Co., Ltd. Director 2020.05.12 2026.01.11 No Explanation for the post in Mr. Leng Bin also holds concurrent post as the Chairman and General Manager of Yantai Zhongya Medical Health the shareholder’s company Wine Co., Ltd., which is a subsidiary of Yantai Changyu Group Co., Ltd.. Post at other companies □Available Not available Disciplinary actions taken by securities regulators in recent 3 years to the Company’s directors, supervisors and senior management both on the job and left during the report period Available □Not Available In 2019, the Shandong Regulatory Bureau of China Securities Regulatory Commission issued a “Decision on Measures to Issue Warning Letters to Mr. Zhou Hongjiang and Mr. Qu Weimin”, but it did not impose administrative penalty on Mr. Zhou Hongjiang and Mr. Qu Weimin. 42 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report (3) Salary of directors, supervisors and senior executives The situation of decision-making process, the basis of determination and the actual payment of directors, supervisors and senior executives The salary for the independent directors is paid according to the resolution of shareholders’ meeting. The salary for the chairman, directors with administration duty, supervisors, managers and other senior management should be paid on basis of the evaluation result according to the Yantai Changyu Pioneer Wine Co., Ltd. Executive Compensation and Performance Design, which was passed during the Board of Directors’ meeting. Salary of directors, supervisors and senior executives during the report period Unit: CNY’0000 Total reward from the Whether get reward from Name Post Gender Age Status Company before tax related parties of the Company Zhou Hongjiang Chairman M 57 Incumbent 176.42 No Leng Bin Director M 59 Incumbent 0 Yes Sun Jian Director and General Manager M 55 Incumbent 160.38 No Li Jiming Director and Deputy General Manager M 55 Incumbent 122.17 No Chen Dianxin Director F 55 Incumbent 0 No Aldino Marzorati Director M 69 Incumbent 0 No Stefano Battioni Director M 63 Incumbent 0 No Enrico Sivieri Director M 53 Incumbent 0 No Chiang Yun Director F 54 Incumbent 0 No Luo Fei Independent Director M 69 Incumbent 8 No Duan Changqing Independent Director M 57 Incumbent 8 No Liu Huirong Independent Director F 58 Incumbent 8 No Liu Qinglin Independent Director M 58 Incumbent 8 No Yu Renzhu Independent Director M 43 Incumbent 8 No Kong Qingkun Chairman of the Board of Supervisors M 49 Incumbent 80.69 No Zhang Lanlan Supervisor F 52 Incumbent 19.38 No Liu Zhijun Supervisor M 41 Incumbent 0 No Jiang Hua Deputy General Manager M 58 Incumbent 120.79 No Peng Bin Deputy General Manager M 55 Incumbent 121.58 No Deputy General Manager and Board Jiang Jianxun M 55 Incumbent 113.39 No Secretary Pan Jianfu General Manager Assistant M 46 Incumbent 69.96 No Liu Shilu General Manager Assistant M 47 Incumbent 80.19 No Xiao Zhenbo General Manager Assistant M 45 Incumbent 70.48 No Total -- -- -- -- 1,175.43 -- 43 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report 6. Performance of directors during the report period (1) The situation of the board of directors’ meetings during this reporting period Holding Disclosure The session of meetings Meeting resolution date date The meeting deliberated and approved 2020 Annual Board of Directors’ Work Report, 2020 Annual General Manager’s Work Report, 2020 Annual Report, Proposal on 2020 Annual Performance Assessment Result of the Company’s Senior Executives, Draft Proposal on 2020 Annual Profit Distribution, 2020 Annual Self The Eighth Session Board of 2021.04.26 2021.04.28 Assessment Report on Internal Control, 2020 Annual Social Responsibility Report, Proposal on Relevant Directors 7th Meeting Issues of Convening 2020 Annual Shareholders’ Meeting, Proposal on 2021 Annual Financial Budget, Proposal on 2021 Annual Capital Expenditure Plan, Proposal on 2021 Annual Routine Related Transaction, Proposal on Change in Accounting Policy and Proposal on Appointing Certified Public Accountants Firm. The Eighth Session Board of 2021.04.28 2021.04.29 The meeting deliberated and approved 2021 First Quarter Report. Directors 8th Meeting The Eighth Session Board of The meeting deliberated and approved 2021 Semi-Annual Report and Proposal on 2021 Semi-Annual Profit 2021.08.24 2021.08.26 Directors 9th Meeting Distribution. The Eighth Session Board of 2021.10.26 2021.10.28 The meeting deliberated and approved 2021 Third Quarter Report. Directors 10th Meeting 44 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report (2) Attendance of directors for the board of directors’ and the shareholders’ meetings Attendance of directors for the board of directors Required attendance Personal Communication Authorized Whether or not to attend the meetings Attendance time for the Name Absence time attendance attendance attendance personally for successive twice shareholders’ meeting Zhou Hongjiang 4 2 2 No 1 Leng Bin 4 2 2 No 1 Sun Jian 4 2 2 No 1 Li Jiming 4 2 2 No 1 Chen Dianxin 4 2 2 No 1 Aldino Marzorati 4 2 2 No 0 Stefano Battioni 4 2 2 No 0 Enrico Sivieri 4 2 2 No 0 Chiang Yun 4 2 2 No 0 Luo Fei 4 2 2 No 0 Duan Changqing 4 2 2 No 0 Liu Huirong 4 2 2 No 0 Liu Qinglin 4 2 2 No 0 Yu Renzhu 4 2 2 No 0 Explanation for failed to personally attend the Board of Directors’ meetings for successive two times During the report period, there were no directors who did not attend the shareholders’ meetings in person for two consecutive times. (3) Any objections for the Company’s projects from the directors Whether or not the directors raised any objection for the Company’s projects □Yes No During the report period, the directors did not raise any objections for the Company’s projects. 45 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report (4) Other explanations on directors’ performance Whether or not the directors’ propositions are accepted by the Company Yes □No Explanation on acceptance or refusal of the independent directors’ propositions to the Company Some directors proposed to increase investment in the market, and the Company had adopted relevant suggestions and increased investment in marketing during the reporting period. 7. Performance of the special committees under the Board of Directors during the report period Numbers of Other Specific Committees Important comments and Members meeting Held date Meeting contents performance circumstances of the name suggestions made held of duties objection (if have) The meeting deliberated and approved the During the reporting period, the 2020 Annual Report, Draft Proposal on members of the Audit Committee 2020 Annual Profit Distribution, Proposal provided advice and suggestions in Luo fei, Duan on Appointing Certified Public Accountants guiding the internal audit work, Changqing, Liu Firm, 2020 Annual Self Assessment Report supervising and evaluating external Huirong, Liu 2021.04.26 No No on Internal Control, 2021 Annual Internal audit institutions, establishing an Auditing Qinglin, Yu 2 Audit Plan. All the committee members effective internal control system and Committee Renzhu, Chen unanimously agreed to submit the above prompting major business risks, and Dianxin, Leng proposals to the board of directors of the actively safeguarded the interests of Bin, Enrico company for deliberation. the company and all shareholders. Sivieri The meeting deliberated and approved the 2021.08.24 2021 Semi-Annual Report and Proposal on No No 2021 Semi-Annual Profit Distribution. Luo fei, Duan The meeting deliberated and approved the During the reporting period, the Emolument Changqing, Liu 1 2021.04.26 Proposal on 2020 Annual Performance Emolument Committee put forward No No Committee Huirong, Liu Assessment Results of the Company’s relevant suggestions on further 46 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report Qinglin, Yu Senior Executives. strengthening the performance Renzhu, Chiang assessment of senior executives and Yun, Leng Bin, improving the way of remuneration. Aldino Marzorati 8. The work of the Board of Supervisors Whether or not the Board of Supervisors found any existence risk to the Company in oversight activities during the report period □Yes No The Board of Supervisors has no objections to supervision matters during the report period. 47 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report 9. Staff of the Company (1) Staff number, specialty constitution and education degree Incumbent staff number of parent company at the end of reporting period(people) 1,131 Incumbent staff number of major subsidiary companies at the end of reporting period 1,166 (people) Total incumbent staff at the end of reporting period (people) 2,297 Total staff getting paid in current period (people) 2,297 Retired staff number whose expenses are undertaken by parent company or subsidiary 0 companies (people) Specialty constitution Category Number of people (people) Production staff 742 Sales staff 1,091 Technical staff 149 Financial staff 119 Administrative staff 196 Total 2,297 Education degree Category Number (People) Postgraduate and above 86 Bachelor 819 Junior College 691 Technical secondary school or Senior high school 475 Junior high school and below 226 Total 2,297 (2) Remuneration policy The Company has established and improved the remuneration and welfare system, including salary system, incentive mechanism, social security and medical insurance and so on, to ensure the participation of all employees. In accordance with the law, the Company purchases social endowment insurance, medical insurance, occupational injury insurance, unemployment insurance and maternity insurance, and pays housing fund for the employees. Based on the principle of “distribution according to work and equal pay for equal work”, the Company pays the staff’s remuneration timely. With the improvement of the Company’s profitability, the Company steadily improves the staff’s remuneration and welfare, and provides its employees the competitive salary and equal opportunity for development. (3) Training plan ① Senior and Middle-level Managers 1) General training 48 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report Choose training topics related to the company industry development, management direction and management concept in order to exploit strategic thinking of senior and middle-level administrative staff, promoting operation principle, and improve scientific decision-making ability and management ability. Hold meetings instead of training, learn national and local policy, analyze domestic and foreign political situation and economic situation, study and understand the influence of related policies and regulations in the company’s development, analyze the development trend of production, technology, management and marketing in domestic and foreign industries. 2)Professional training Based on their respective work, organize them to attend Entrepreneur High-end Forum and Summit Meeting and go to domestic and foreign successful enterprise for visit and study. Encourage middle-level administrative staff to attend university correspondence, self-study examination, MBA or other further education for master degree; organize professional management cadres, involved in human resources, finance, facility, safety and technology quality etc., to attend vocational qualification examination for professional certificate. Attend special training such as safety, human resource, law, technology, facility, finance and tourism etc., which are organized by special management department. ② Administrative Staff in Production, Tourism and Administrative Systems Whose Level are or Below Section Chief 1) General training Hire a professional lecturer or university teacher to teach courses that are aiming at improving employee management ability, innovation ability and executive ability at the company. Attend common-sense general training including company culture, regulatory framework and various liquor products knowledge, reinforce training in the aspect of human resource management and safety production. Organize employee to attend outdoor quality expansion training in order to improve administrative staff physical quality and teamwork ability. 2) Professional training Encourage eligible general administrative staff to attend university correspondence, self-study examination, MBA or other further education for master degree; organize professional administrative staff, involved in human resources, finance, facility, safety and technology quality etc., to attend vocational qualification examination for professional certificate. Based on personnel work, attending special training such as safety, technology, facility, finance, human resource, legal, tourism, sales and integrated management etc., which are organized by special management department. ③ Front-line Workers in Production and Tourism System 1) General training Attend common-sense general training including company culture, regulatory framework and various liquor products knowledge; reinforce training in the aspect of human resources management. 2) Professional training For special types of work, organize to attend training which can improve professional skill and operation level. Organize job skill competitions to popularize professional knowledge and safety knowledge of different positions to relevant employees through edutainment. 49 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report Attend special training such as safety, technology, facility, comprehensive management etc., which are organized by the company. ④ Marketing Personnel 1) General training Independently study marketing textbooks, mainly focusing on ‘Growth’, as well as training materials including the company’s related management system, production knowledge, sales responsibility system etc.. 2) Professional training Professional lecturers would be employed to the company or through remote internet videos to give lectures about successful liquor cases, current economic trend research for domestic and foreign wine industry and other topics. Strengthen the training for city marketing managers. Recruit lecturers with professional wine knowledge to provide professional wine knowledge, tasting knowledge and wine tasting etiquette training to the company’s internal management and sales staffs. For business directors and other personnel, each marketing management company should convene all marketing personnel to carry out marketing training and sharing through monthly video conferences, online sharing, WeChat interaction, on-site meetings, etc., so as to make progress together. ⑤ New Entry University Students Senior and middle-level administrative staff in the company would be invited to train undergraduate for enterprise culture, regulatory framework, safety production, product quality, marketing strategy, emolument and evaluation system and so on in order for these undergraduate to understand the company’s conditions in the shortest time. Professional lecturers would be employed to conduct exterior training courses to undergraduate, such as role transition, workplace etiquette and team cooperation and so on. (4) Labor outsourcing Available Not available 10. The Company’s profit distribution and increasing equity with capital reserve Profit distribution policies especially promulgation, implementation or adjustment of cash dividends policies during the report period Available □Not available Deliberated and passed by the 2020 Annual Shareholders’ Meeting convened on May 27th, 2021 by the Company, the Company’s 2020 annual profit distribution scheme is shown as follows: based on total 685,464,000 shares (including 453,460,800 A shares and 232,003,200 B shares) up to December 31st, 2020, the Company would pay cash dividend to all shareholders registered on the share registration day: CNY4(including tax)in cash per ten shares. This time the Company would neither dispatch bonus shares nor increase equity with capital reserve. Total amount of shares has not changed since the disclosure of the distribution plan to the implementation period. On July 6th, 2021, the Company published the Implementation Announcement of 2020 Annual Equity Distribution on China Securities Journal, Securities Times and www.cninfo.com.cn, 50 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report determining that the share registration day and the ex-dividend day of A Share was respectively on July 12th, 2021 and on July 13th, 2021; the last trading day, the ex-dividend day and the share registration day of B Share was respectively on July 12th, 2021, on July 13th, 2021 and on July 15th, 2021. This time the dispatching objects contain all A Share shareholders registered at China Securities Depository and Clearing Corporation Limited Shenzhen Company (hereinafter referred to as CSDC Shenzhen Company) after closing of Shenzhen Stock Exchange in the afternoon of July 12th, 2021 and all B Share shareholders registered at CSDC Shenzhen Company after closing of Shenzhen Stock Exchange in the afternoon of July 15th, 2021 (the last trading day is July 12th, 2021). This dispatching has already been completed in mid-July 2021. The profit distribution scheme implemented this time is consistent with the scheme deliberated and passed by the shareholders’ meeting. The implementation of the profit distribution scheme for this time is not more than two months after the shareholders' meeting passing it. Special explanation for the cash dividends policy Whether it is in accordance with the requirements of the regulation in the Articles of Association and Yes the resolution of shareholders’ meeting Whether the distribution standard and proportion is clear and definite Yes Whether the relevant decision process and mechanism is complete Yes Whether the independent directors perform their responsibilities and play the roles Yes Whether the small and middle shareholders have the chance to express their opinions and appeals, as Yes well as their lawful right and interest is in an enough protection Whether it is legal and transparent for the condition and process while adjusting and amending the Yes cash dividends policy During the report period, the Company earned profit, the profit of the parent company that could be distributed to shareholders was positive but without proposing cash dividend distribution preliminary scheme. □Available Not available The Company’s preliminary scheme of profit distribution and preliminary scheme of increasing equity with capital reserve for the report period Available □Not available Number of sending bonus shares per ten shares (share) 0 Number of dividend payout per ten shares (CNY) (including tax) 4.50 The cardinal number of the capital stocks for the preliminary distribution scheme (share) 685,464,000 Total cash dividend distribution(CNY)(including tax) 308,458,800 Amount of cash dividends (eg. shares buy-back)(CNY)in other ways 0 Total cash dividend distribution(CNY)(including other ways) 308,458,800 Attributable profit(CNY) 500,126,606 51 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report The proportion of cash dividend distribution in the total profit distribution (including other ways) 100 Cash dividend distribution this time If the Company’s development is in growth stage and major capital expenditure is arranged, while making profit distribution, the proportion of cash dividends should takes up no less than 20% in this profit distribution. Detailed explanation for the preliminary scheme of profit distribution or increasing equity with capital reserve According to the audit result from KMPG Huazhen LLP, the net profit belonging to the parent company’s shareholders in the consolidated statement in 2021 is CNY500,102,606 and the net profit of the parent company in financial statement in 2021 is CNY855,053,982. According to PRC accounting standard, the situation for attributable profits of the consolidation and the parent company at the end of 2021 as following: Unit: CNY Consolidation Parent company Year-end undistributed profit 8,929,426,600 9,141,561,665 Among which: Total comprehensive income in 2021 500,102,606 855,053,982 Undistributed profit carried forward from beginning of the year 8,703,509,594 8,560,693,283 Dividends distribution of 2020 274,185,600 274,185,600 Legal earned surplus reserve to be drawn 0 0 According to regulation of 157 item in the Articles of Association, which is that “the Company can distribute dividends either th in cash or by stock, the profit to be distributed each year is not less than 25% of the distributable profit realized in the same year and the accumulated sum of profit to be distributed in cash in the last three years is not less than 30% of the yearly average distributable profit to be realized in the last three years”. Meanwhile, considering the large amount on the capital expenditure in 2022, under the condition of not influencing the normal production and operation, the Company put forward preliminary scheme on profit distribution in 2021 as following: Because the left amount of legal earned surplus reserve reaches 50% of registered capital, while making profit distribution, the legal earned surplus reserve will not be drawn. Based on the Company’s 685,464,000 shares at total up to December 31st, 2021, the Company plans to pay CNY4.5 in cash as dividends for every ten share (including tax) to the Company’s all shareholders, totaling up to CNY308,458,800. The retained and undistributed net profit will be reserved for distribution in the next year. The cash dividend distributed to shareholders of domestic listed foreign shares (B share) is paid in HKD converted based on the middle rate between CNY and HKD issued by the People’s Bank of China on the first working day after the resolution date of 2021 shareholders’ meeting. 11. Implementation of the Company’s equity inventive plan, employee stock ownership plan or other employee incentive measures □Available Not available There are no implementation of the Company’s equity inventive plan, employee stock ownership plan and other employee incentive measures during the report period. 12. Construction and implementation of internal control system during the reporting period (1) Construction and implementation of internal control For the construction and implementation of the company’s internal control, please refer to the 2021 Annual Self-Assessment Report on Internal Control disclosed in Securities Times, China Securities Journal and www.cninfo.com.cn on April 27, 2022. 52 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report (2) Specific situations for significant defects of the internal control found during the report period □Yes No 13. The company’s management and control over subsidiaries during the reporting period Company name Integration plan Integration progress Problems encountered in integration Actions taken Resolve progress Follow-up resolution plan None None None None None None None 14. Internal control self-assessment report or internal control audit report (1)Internal control self-assessment report Disclosure date for full text of the internal control self-assessment report 2022.04.27 Disclosure index for full text of the internal control self-assessment report 2021 Annual Self-Assessment Report on Internal Control disclosed on Securities Times,China Securities Journal and www.cninfo.com.cn by the Company on April 27, 2022 Percentage of total unit assets included in scope of the assessment accounting for the 85.13% Company’s total assets of consolidated financial statements Percentage of unit operating income included in scope of the assessment accounting 92.54% for the Company’s operating income of consolidated financial statements Standards of Defect Identification Category Financial report Non-financial report Significant defects: one defect of internal control, individually or together with Significant defects: Any situations listed below appears, it can be other defects, has the reasonable probability to cause the significant misstatements, regarded as significant defects. Operation: Unable to achieve all which cannot be promptly prevented, or found and corrected timely in the financial operation target or key business index, widely out of budget in Qualitative criteria report. For example: Company’s Directors, Supervisors and Senior Management various aspects. Safety accident effects: Cause no less than one have fraudulent practices; The Company makes corrections for the published person death, or more than 3 person serious injuries. Major financial report; The audit of external intermediary agent finds significant negative effects: Negative information frequently appears in the misstatement existing in the current financial report, but the Company does not medias with involving a wide scope in the international and national 53 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report realize it during the operation process; Negative information frequently appears mainstream media. Environment effects: Create irreparable in the medias with involving a wide scope; The Company’s audit committee and damages to environment, and cause massive public complains. internal audit department makes an inefficient supervision for internal control; Major defects: Any situations listed below appears, it can be Other situations maybe cause significant misdirection which guides the report users regarded as major defects. Operation: Unable to achieve partly to make the right judgment. operation target, a big margin out of budget in various aspects. Major defects : The defect of internal control, individually or together with other Safety accident effects: Without reaching the person loss or the defects, has the reasonable probability to cause the significant misstatements, which number of serious injury of significant defects. Major negative cannot be promptly prevented, or found and corrected timely in the financial report, effects: Negative news appears in the media with influencing a wide although the misstatements neither achieves nor exceeds the importance level but scope in the provincial mainstream media. Environment effects: still arising the attention of Board of Directors and management team. Failure to Cause heavy environment damages and massive public complains, select and apply accounting regulations in accordance with generally accepted ought to carry out the significant remedial measures. accounting principles; Failure to establish the anti-fraud procedures and control General defects: Any situations listed below appears, it can be measures; Failure to set up corresponding control mechanism or to carry out and regarded as general defects. Operation: Other effects unable to take corresponding compensating control for the accounting treatments with constitute the significant defects or major defects. Safety accident irregular and special deal; Negative news appears in the media with influencing a effects: Personal injury less than the quantitative standards of major wide scope; One or more defects exist in the control during the process of the defects. Major negative effects: Other defects unable to constitute ending financial report, and the target of achieving truthfulness and integrality the significant defects or major defects. Environment effects: cannot be reasonably guaranteed in the financial report; General defects refer to Other environment effects unable to constitute the significant defects the other control defects, which do not constitute the significant and major defects. or major defects. For total assets/Owner’s equity: For direct property loss: Significant defects: misstatements ≧1%, or Significant defects: More than CNY10million Major defects: 0.5%≦misstatements<1%, or Major defects: CNY1million-CNY10million (including General defects: misstatements<0.5% CNY1million) For operation revenue: General defects: Less than CNY1million Quantitative criterion significant defects: misstatements ≧1%, or Major defects: 0.5%≦misstatements<1%, or General defects: misstatements<0.5% For pretax profit: Significant defects: misstatements≧5%,or 54 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report Major defects: 2%≦misstatements<5%,or General defects: misstatements<2% Number of major defect in financial report 0 Number of major defect in non-financial report 0 Number of significant defect in financial report 0 Number of significant defect in non-financial report 0 (2) Internal control audit report Available □Not available Audit opinions of the internal control audit report We believe that, the company maintained effective internal control over financial reporting in all material aspects in accordance with the Basic Norms for Corporate Internal Control and related regulations on December 31st, 2021. Disclosure of the internal control audit report Disclosure Disclosure date for the full text of the internal control audit report 2022.04.27 2021 Annual Self-Assessment Report on Internal Control disclosed on Securities Times, China Securities Journal and www.cninfo.com.cn by the Disclosure index for the full text of the internal control audit report Company on April 27, 2022. Opinion type of the internal control audit report Standard without reserved opinion Whether or not exists significant defects in non-financial reports No Whether or not the accounting firm issued non-standard opinions for the audit report of internal control □Yes No Whether the audit report of internal control issued by the accounting firm is in consistency with the self-assessment report of the board of directors Yes No 15. Self-inspection and rectification of problems in the special action on governance of listed company No. 55 Yantai Changyu Pioneer Wine Co. Ltd. 2021 Annual Report V. Environmental and Social Responsibility 1. Major Environmental issues Whether the listed company and its subsidiaries belong to major polluters published by the environmental protection department Yes No Name of major Quantity Total Condition Name of Distribution Total pollutants and Mode of of Discharge Implemented approved of company or situation of volume of particular discharge discharg concentration pollution discharge standard volume of excessive subsidiary discharge outlet discharge pollutants e outlet discharge discharge Emission Standard for Air Pollutants Discharge Confirmed in line of Boiler (GB13271-2014), Emission Organized outlet of with national Standard for Odor Pollutants Liaoning exhaust gas, boiler standard Graphical (GB14554-93), 4a in Class 2 of Meeting the Changyu inorganized chimney and Signs for Emission Standard for Environmental 2 national 35m3/d 120m3/d No Icewine Chateau exhaust gas, discharge Environmental Noise at the Boundary of Industrial standards Co., Ltd. waster water, outlet of Protection Enterprises (GB12348-2008), noise factory (GB15562.1-1995) Comprehensive Wastewater Discharge waste water (GB15562.2-1995) Standard of Liaoning Province (DB21/1627-2008) 56 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Construction and operation of pollution prevention facilities The exhaust gas, SO2 and NOX produced by this company's boiler are discharged through ceramic tube dust removers and bag dust removers. A wastewater treatment station has been constructed. The wastewater treatment process adopts the treatment process of hydrolys is aerobiont. Production wastewater and domestic sewage are treated by the in-plant wastewater treatment station and then discharged into the waste water treatment plant in Beidianzixiang Town. Environmental impact assessment of construction projects and other environmental protection administrative permits It has been approved in the Huanhuanjianzi (2016) No.24 issued by the Environmental Protection Bureau of Huanren Manchu Autonomous County. Emergency plan for emergent environmental incident The Company has formulated a comprehensive emergency plan for emergent environmental incident. Environmental self-monitoring program The Company has formulated a complete environmental self-monitoring program. Administrative penalties for environmental issues during the reporting period Company or The impact on the production The company’s Reason for Penalty subsidiary Violation and operation of listed rectification penalty result name companies measures None None None None None None Other environmental information that should be made public No Measures taken to reduce carbon emissions and their effects during the reporting period Available Not available Other related environmental information No 2. Social responsibility performance Please refer to 2021 Annual Social Responsibility Report disclosed on Securities Times, China Securities Newspaper and www.cninfo.com.cn by the Company. 3. Consolidate and expand the achievements of poverty alleviation and rural revitalization The Company actively responds to the call of the state, served the rural revitalization well, adopted the mode of “company + farmer” or “company + cooperative + farmer”, reformed the sloping fields of Jiaodong Peninsular and the northwestern area including Ningxia and Xinjiang and so on, the uncultivated land or the barren land into graperies. By means of providing capital and technology of 57 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report viticulture to fruit growers, scientific management level of vineyard had been improved. The Company spared no effort to popularize the non-pollution and mechanized planting methods, continuously improved production efficiency of grape base and quality of grape, and reduced production cost of grape and labor intensity. Through the above measures, on the one hand, it promotes the effective use of land resources and improve the local ecological environment; on the other hand, it brings about CNY800million of economic income to fruit farmers across the country every year and practically helps rural revitalization and common prosperity. The Company conducted point-to-point anti-poverty project to Huangchengyang Village in Shiliang, Longkou and purchased agricultural products worth more than CNY570thousand, to help solve the problem of slow sales; through the charity foundation, donated CNY300thousand in cash to Wushan in Chongqing for poverty alleviation. 58 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report VI. Major issues 1. Implementation of commitments (1) Commitments that the Company’s actual controllers, shareholders, related parties, acquirers and the Company and other related commitment parties have implemented during the report period and have not implemented up to the end of the report period Available □Not available Commitment Commitment Commitment Commitment Commitments Commitment content Implementation party type time period Commitments at share reform Commitments made in acquisition report or equity changes report Commitments at asset restructuring Solve Yantai Changyu horizontal Non-horizontal competition 1997.05.18 Forever Has been performing Group Co., Ltd. competition 59 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report According to Trademark License Contract, the trademark According to Trademark License Contract, the trademark use fee annually paid by the Company to Changyu Group royalty of Changyu and other trademarks paid by the 1997.05.18 shall be mainly used by Changyu Group to publicize Company to Yantai Changyu Group Co., Ltd. every year is Commitments at the initial 1997.05.18 - trademarks including Changyu and contract products. mainly used for advertising public offering or refinancing 2019.04.04 Except 2013 to 2017 during which the commitment was Changyu and other trademarks and this contract products by not strictly performed, Yantai Changyu Group Co., Ltd. Yantai Changyu Clear the use Yantai Changyu Group Co., Ltd. has been performing its commitment. Group Co.,Ltd. of trademark royalty Equity incentive commitments The CNY231,768,615 that was not used for publicity of trademarks and contract products as promised will be offset Commitments at middle and Compensating 2019.04.04 Yantai Changyu by the four-year trademark use fee from 2019 to 2022. If small shareholders of the unredeemed 2019.04.04 - Has been performing Group Co.,Ltd. insufficient, the shortfall would be filled in one time in 2023. Company commitment 2023.12.31 If there is any excess, the excess portion of the trademark use fee would be collected from the year with excess occurrence. Commitment under timely Yes implementation or not According to the Trademark License Contract (hereafter referred to as “the Contract”), Changyu Group promises that the trademark use fee annually paid by the Company to Changyu Whether or not to have Group shall be mainly used by Changyu Group to publicize trademarks and contract products. But above-mentioned ‘mainly’ is not a specific number, which is easy to cause divergence specific reasons of the due to different understanding and leads to problem appearance during the implementation process. unimplemented commitment From 2013 to 2017, Changyu Group collected a total of CNY420,883,902 trademark use fee, of which 51% was used to publicize trademarks including Changyu and contract products with and next steps amount of CNY214,650,790. The amount has been used to publicize trademarks including Changyu and contract products is CNY50,025,181, with a balance of CNY164,625,609. In 2018 60 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report and 2019, the trademark use fee collected of 2017 and 2018 is CNY155,623,907, of which 51% is used to publicize trademarks including Changyu and contract products with amount of CNY79,368,193. The amount has been used to publicize trademarks including Changyu and contract products is CNY12,225,187, with a balance of CNY67,143,006. From 2013 to 2018, the accumulated balance of Changyu Group using to publicize trademarks including Changyu and contract products is CNY231,768,615. Changyu Group promises that the four-year trademark use fee from 2019 to 2022 will be used for offset. If insufficient, the shortfall would be filled in one time in 2023. If there is any excess, the excess portion of the trademark use fee would be collected from the year with excess occurrence. If Changyu Group is not able to implement the above-mentioned commitment owing to various reasons, the Company will timely supervise and urge Changyu Group to fulfill its commitment and request Changyu Group to raise funds through bank loaning, assets sales and equity sales etc. in order to implement the commitment. For detailed information, please refer to Announcement on Commitment Issues of Yantai Changyu Group Co., Ltd. disclosed on April 4th, 2019. (2) The Company should make a statement on the achieved original profit forecast of assets or projects and its reason if there is profit forecast of Company’s assets or projects and the report period is still in the profit forecast period □Available Not available 2. Non-operating capital occupying of listed company by controlling shareholder and its related parties □Available Not available There are no non-operating capitals occupying of listed company by controlling shareholder and its related parties during the report period. 3. Illegal external guarantee □Available Not available There is no illegal guarantee situation during the report period. 4. Explanation of board of directors on the latest Non-standard Audit Report □Available Not available 5. Explanation of Non-standard Audit Report given by accounting firm in the report period from board of directors, board of supervisors and independent directors (if have) □Available Not available 61 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 6. Compared with the last year’s financial report, explanation of the changes in accounting policy, accounting estimation or correction of significant accounting errors Available Not available There is no changes of accounting policy, accounting estimation or correction of significant accounting errors during the report period. 7. Compared with the last year’s financial report, explanation for the changes of the consolidated statements scope Available Not available For details of the the changes of the consolidated statements scope this year, please refer to Note 6: “Change in consolidation scope” to the financial report of this report . 8. The appointment and dismissal of certified public accountants Currently appointed accounting firm Domestic accounting firm name KPMG Hua Zhen LLP Remuneration for domestic accounting firm (CNY‘0000) 205 Consecutive period for the audit service of domestic accounting firm 3 Name of certified public accountant for the audit service of domestic accounting firm Ms. Wang Ting, Ms. Xu Weiran Consecutive period for the certified public accountant’s audit service of domestic 3 accounting firm Overseas accounting firm name (if have) — Remuneration for overseas accounting firm (CNY‘0000) (if have) 0 Consecutive period for the audit service of overseas accounting firm (if have) — Name of certified public accountant for the audit service of overseas accounting firm — (if have) Consecutive period for the certified public accountant’s audit service of overseas — accounting firm (if have) Whether or not to employ a new accounting firm during the report period Yes No To employ internal control audit accounting firms, financial adviser or sponsor. Available Not available This year, KPMG Huazhen LLP was hired as the internal control audit institution. The audit fee was not determined separately, but was CNY2.05million together with the financial report audit fee. 9. Face of suspension and termination of listing after the disclosure of annual report Available Not available 10. Bankruptcy reorganization □Available Not available There is no bankruptcy reorganization during the report period. 62 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 11. Material litigation and arbitration □Available Not available There are no material litigation and arbitration during the report period. 12. Penalty and rectification Available Not available There are no penalty and rectification during the report period 13. Credit of the Company, holding shareholders and actual controllers □Available Not available 14. Significant related transactions (1) Related transactions in relation to daily operations Available □Not available 63 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Proportion Whether Approved Available accounting exceed Related Pricing Amount transaction Clearing market price Disclosure Disclosure Relationship Type Content Price for amount approved party principle (CNY‘0000) quota form of similar date index of similar transaction (CNY‘0000) transactions transactions quota Announcem ent on 2021 Annual Routine Purchase Related Yantai Controlled Purchase and Transaction Shenma by the same and commission Agreement Determined April 28th, disclosed in 8,076 14.20% 10,200 No Cash No Packaging parent commission processing pricing by agreement 2021 China Co., Ltd. company processing packaging Securities materials Journal,Sec uritiesTimes and CNINFO in 2021 Total -- -- 8,076 -- 10,200 -- -- -- -- -- Details of the return of large sales No Actual performance of the estimated total amount for daily operations related transactions by category that will No occur during this period. (if have) Reason for the deference between transaction price and Not available market reference price(if available) 64 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (2) Related transactions in relation to acquisition and sales of assets or equity Available Not available There is no related transactions in relation to acquisition or sales of assets or equity during the report period. (3) Related transactions in relation to common foreign investment Available Not available There is no related transactions in relation to common foreign investment during the report period. (4) Related current credit and debt transactions Available □Not available Whether or not existing non-operating related credit and debt transactions □Yes No There is no non-operating related credit and debt transactions during the report period. (5) Transactions with related financial companies Available Not available There is no deposit, loan, credit or other financial business between the Company and related financial companies and related parties. (6) Transactions between the related parties and financial companies controlled by the Company Available Not available There is no deposit, loan, credit or other financial business between the related parties and the financial companies controlled by the Company. (7) Other major related transactions Available □Not available For other major related transactions, please refer to the Section X “ Related Parties and Related Transaction” of the Financial Report of this report. Disclosure website of interim report for major related transaction Disclosure date of interim Name of disclosure website for Name of interim announcement announcement interim announcement None None 15. Major and important contracts and execution results (1) Trusteeship, contract and leasehold issues Trusteeship situation Available Not available 65 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report There is no trusteeship situation during the report period Contract situation Available Not available There is no contract situation during the report period. Leasehold situation □Available Not available There is no leasehold situation during the report period. (2) Major guarantee Available □Not available Unit: CNY’0000 External guarantee of the Company and its subsidiaries(excluding guarantee to subsidiaries) Disclosure date of Actual date of Whether or not Whether or not belong related Guarantee Actual guarantee Guarantee Collateral Counterguarantee Guarantee Guarantee object name occurrence (date of complete to related-party announcement about quota amount type (if have) situation (if have) Period agreement) implementation guarantee guarantee quota Yantai Economic and Joint liability Technological Development 2016.12.22 34,160 2016.12.21 34,160 assurance; - - 10 years No No Zone Management Council. Mortgage Total of the external guarantee quota approved Total of the actual external guarantee amount during the 0 0 during the report period (A1) report period (A2) Total of the external guarantee quota approved by Balance of the actual external guarantee by the end of the 34,160 34,160 the end of the report period (A3) report period (A4) 66 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Guarantee situations between the Company and subsidiaries Disclosure date of Whether or not Whether or not belong related Guarantee Actual date of Actual guarantee Guarantee Counterguarantee Guarantee Guarantee object name Collateral complete to related-party announcement about quota occurrence amount type situation Period implementation guarantee guarantee quota Yantai Changyu Wine Joint liability Research and Development 2016.12.22 72,176 2016.12.21 72,176 assurance; - - 10 years No Yes Company Limited Mortgage Joint liability Kilikanoon Estate Pty Ltd 2018.12.05 8,528 2018.12.13 7,518 - - 5 year No Yes assurance Total of the guarantee quota approved to Total of the actual guarantee amount for subsidiaries during 0 0 subsidiaries during the report period (B1) the report period (B2) Total of the guarantee quota approved to Balance of the actual guarantee for subsidiaries by the end 80,704 79,694 subsidiaries by the end of the report period (B3) of the report period (B4) Guarantee situations between subsidiaries Disclosure date of Whether or not Whether or not belong related Guarantee Actual date of Actual guarantee Guarantee Counterguarantee Guarantee Guarantee object name Collateral complete to related-party announcement about quota occurrence amount type situation Period implementation guarantee guarantee quota - - - - - - - - - - - Total of the guarantee quota approved to Total of the actual guarantee amount for subsidiaries during 0 0 subsidiaries during the report period (C1) the report period (C2) Total of the guarantee quota approved to Balance of the actual guarantee for subsidiaries by the end 0 0 subsidiaries by the end of the report period (C3) of the report period (C4) Total guarantee amount of the Company(Total of above three major items) 67 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Total of the approved guarantee quota during the Total of the actual guarantee amount during the report 0 0 report period(A1+B1+C1) period(A2+B2+C2) Total of the approved guarantee quota by the end Balance of the actual guarantee by the end of the report 114,864 113,854 of the report period(A3+B3+C3) period(A4+B4+C4) The proportion of actual total guarantee amount (A4+B4+C4) accounting for the Company’s net asset 10.90% Among : The amount of guarantee for shareholders, actual controllers and their related parties(D) 0 The amount of debt guarantee for the guaranteed objects whose asset-liability ratio is more than 70% 0 directly or indirectly(E) Total amount of guarantee of the part that exceeds 50% of net assets(F) 0 Total amount of the above-mentioned three items(D+E+F) 0 Explanation for undue guarantees that have happened warranty liability or may take joint payback No liabilities during the report period (if have) Explanation for violating due process to provide external guarantee (if have) No Description of the specific situation of using compound guarantee No. 68 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (3) Entrusting others to manage cash assets Financial management entrustment □Available Not available There is no financial management entrustment during the report period. Loan entrustment □Available Not available There is no loan entrustment during the report period. (4) Other important contracts □Available Not available There are no other important contracts during the report period. 16. Other Major issues □Available Not available There are no other major issues need to be explained during the report period. 17. Major issues of Company’s subsidiaries □Available Not available 69 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report VII. Changes in Shares and the Shareholders’ Situation 1. Changes in shares (1) Changes in shares Unit: share Amount before this change Change (+, -) Amount after this change Transfer other capital to share Amount Percentage % Allot new share Distribute bonus share Others Subtotal Amount Percentage % capital I. Shares with trading limited condition 1. State-owned holdings 2. State-owned legal person holdings 3. Other domestic holdings Among which: domestic legal person domestic natural person 4. Foreign-owned holdings Among which: foreign legal person foreign natural person II. Shares without trading limited condition 685,464,000 100% 685,464,000 100% 1. A shares 453,460,800 66.15% 453,460,800 66.15% 70 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 2. B shares 232,003,200 33.85% 232,003,200 33.85% 3. Oversea listed foreign shares 4. Others III. Total shares 685,464,000 100% 685,464,000 100% Cause of share change □Available Not available Approval of share change □Available Not available Transfer ownership of changed shares □Available Not available The influence of share 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 shareholders, etc.. □Available Not available Other contents the Company thinks necessary or securities regulatory departments ask to make public. □Available Not available (2) Changes in restricted shares □Available Not available 2. Securities issuance and listing situation (1) Securities issuance (exclude preferred share) during report period 71 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report □Available Not available (2) Explanation of change in Company’s total shares and shareholding structure and change in Company’s assets and liability structure □Available Not available (3) Current internal employee shares □Available Not available 3. Situation for shareholders and the actual controllers (1) The number of shareholders of the Company and the shareholdings Unit:share Total number of preferred shareholder Total number of shareholders by Total number of preferred shareholder Total shareholders in the recovering voting power by the end of 51,552 the end of last month before the 50,528 recovering voting power by the end of 0 0 report period last month before the disclosure day of disclosure day of the annual report report period (if have) (see note 8) the annual report (if have) (see note 8) Shareholders holding more than 5% or the top 10 shareholders holding situation Shares held until Number of Number of Pledged or frozen Percentage Changes during Name of Shareholders Character of shareholders the end of the restricted unrestricted (%) the report period Share status Amount report period shares shares Domestic non-state legal YANTAI CHANGYU GROUP CO., LTD. 50.40% 345,473,856 0 0 345,473,856 - - person GAOLING FUND, L.P. Foreign legal person 3.08% 21,090,219 0 0 21,090,219 - - BBH BOS S/A FIDELITY FD - CHINA FOCUS Foreign legal person 1.33% 9,140,216 -5135489 0 9,140,216 - - FD SHENWAN HONGYUAN Foreign legal person 1.08% 7,413,952 -817781 0 7,413,952 - - 72 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report SECURITIES(HONGKONG) LIMITED FIDELITY PURITAN TRUST: FIDELITY Foreign legal person 0.93% 6,350,762 0 0 6,350,762 - - SERIES INTRINSIC OPPORTUNITIES FUND Haitong International Securities Company Foreign legal person 0.74% 5,060,702 -421243 0 5,060,702 - - Limited-Account Client GUOTAI JUNAN SECURITIES (HONGKONG) Foreign legal person 0.73% 5,011,871 -470074 0 5,011,871 - - LIMITED Fengdi JIANG Domestic natural person 0.71% 4,854,000 4369300 0 4,854,000 - - China Merchants Futures (Hong Kong) Co., Foreign legal person 0.67% 4,589,660 1380939 0 4,589,660 - - Limited VANGUARD EMERGING MARKETS STOCK Foreign legal person 0.61% 4,170,863 362414 0 4,170,863 - - INDEX FUND Strategic investors or legal result of the placement of new shares to become a No top 10 shareholders Among the top 10 shareholders, Yantai Changyu Group Company Limited has no associated relationship or accordant The explanation for the associated relationship and accordant action action relationship with the other 9 listed shareholders, while the relationship among the other shareholders is unknown. Explanation of the above-mentioned shareholders’ entrustment/ fiduciary No voting rights and waiver of the voting rights Special explanation for the existence of a special repurchase account among the No top 10 shareholders The top 10 shareholders with shares without trading limited condition Type of share Name of Shareholders Number of shares without trading limited condition held until the end of the year Type of share Amount YANTAI CHANGYU GROUP CO., LTD. 345,473,856 A 345,473,856 GAOLING FUND, L.P. 21,090,219 B 21,090,219 BBH BOS S/A FIDELITY FD - CHINA FOCUS FD 9,140,216 B 9,140,216 SHENWAN HONGYUAN SECURITIES(HONGKONG) LIMITED 7,413,952 B 7,413,952 73 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report FIDELITY PURITAN TRUST: FIDELITY SERIES INTRINSIC 6,350,762 B 6,350,762 OPPORTUNITIES FUND Haitong International Securities Company Limited-Account Client 5,060,702 B 5,060,702 GUOTAI JUNAN SECURITIES (HONGKONG) LIMITED 5,011,871 B 5,011,871 Fengdi JIANG 4,854,000 A 4,854,000 China Merchants Futures (Hong Kong) Co., Limited 4,589,660 B 4,589,660 VANGUARD EMERGING MARKETS STOCK INDEX FUND 4,170,863 B 4,170,863 The explanation for the associated relationship and accordant action of the top 10 shareholders with unrestricted shares, the the associated relationship and Among the top 10 shareholders, Yantai Changyu Group Company Limited has no associated relationship or accordant action accordant action between the top 10 shareholders with unrestricted shares and relationship with the other 9 listed shareholders, and the relationship among the other shareholders is unknown. the top 10 shareholders Explanation for the top 10 shareholders who involved in financing activities The top 10 shareholders do not involve in financing activities and stock trade business. and stock trading business (if have)(see note 4) Whether or not the Company’s top 10 common shareholders and shareholders with shares without trading limited condition take agreed repurchase trading during the report period □Yes No There is no agreed repurchase trading taken by the Company’s top 10 common shareholders and shareholders with shares without trading limited condition during the report period. (2)Situation for the controlling shareholders of the Company Property of holding shareholders: Property of holding main body undefined Type of holding shareholders: Legal representative Name of controlling shareholder Legal representative Establishment date Organization code Main business Yantai Changyu Group Co., Ltd. Zhou Hongjiang 1997.04.27 913706002656458244 Production of wine, healthy liquor, distilled liquor and 74 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report beverages( only produced by subsidiaries, shareholding companies and branches), sales of the above-mentioned products, cultivation of agricultural products and export business under the scope of permission. Equity situation for the other domestic listed companies controlled No. or shared by the controlling shareholders during the report period Changes in the controlling shareholder during the report period Available Not available There are no changes in the controlling shareholder during the report period. (3) Situation for the actual controllers of the Company an its persons acting in concert Property of actual controllers: domestic other institutions; foreign other institutions Type of actual controllers: Legal representative Name of actual controllers Legal representative Establishment date Organization code Main business Under state permission, property investment, tenancy of machine and facility, wholesale and retail of Yantai Yuhua Investment & Jiang Hua 2004.10.28 76779294-7 construction material, chemical products (chemical hazard products excluded), hardware and electronical Development Co., Ltd. products, grape plantation. Directly or indirectly conduct the production and distribution of food products (alcoholic products included) as ALDINO ILLVA Saronno Holding S.p.a. 1984.07.25 - well as industrial, commercial, financial and service activities of any other kinds through joint-stock MARZORATI companies and organizations. International Finance Corporation is one of the members of World Bank, mainly dedicated to investment in private sectors of developing countries while providing technical support and consultation service. The Philippe LE International Finance Corporation 1956.07.25 - corporation is a multilateral financial institution that ranks first in the world in terms of providing capital stock HOUEROU and loans to developing countries. Its purpose is to promote sustainable investments of private sectors of developing countries in order to alleviate poverty and improve people’s life. 75 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Operating management of state-owned property right (stock right) authorized by State-owned Assets Supervision and Administration Commission of Yantai Municipal Government; Financing, investment and operating management of government projects, such as strategic investment and industrial investment and so on; Capital operation (including acquisition, reintegration and transfer, etc) of state-owned property right and state-owned stock right within the scope of authorization; Venture capital investment business; Agency of venture capital investment business of other venture investment enterprises or individuals; Participation in the Yantai Guofeng Investment establishment of venture capital investment enterprises and venture capital investment management consultant Rong Feng 2009.02.12 00426068-6 Holdings Group Co., Ltd. institutions; Investment and financing service and consulting business; Investment and financing consultant business; Other business authorized by State-owned Assets Supervision and Administration Commission of Yantai Municipal Government; wholesale and retail of non-ferrous metal mineral products, gold (spot good), silver (spot good), chemical products (excluding dangerous goods), battery materials (excluding dangerous chemicals); import and export of goods and technologies. (The business scope does not include national pre-approval projects and projects restricted by national industrial policies; projects that are subject to approval according to law can only carry out business activities after approval by relevant departments). Yantai Yuhua Investment & Development Co., Ltd. did not control the equity of other domestic and foreign listed companies except the Company Equity situation for the other domestic listed companies during the reporting period; It is not clear that other actual controllers control the equity of other domestic and foreign listed companies other than the controlled by the actual controller during the report period Company during the reporting period. Changes of the actual controllers during the report period Available Not available There are no changes in actual controllers during the report period. 76 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Introduction for property right and control relations between the Company and its actual controllers Actual controller controls the Company through a trust or other asset management ways □Available Not available 77 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (4) The company’s controlling shareholder or the largest shareholder and its concerted action person’s cumulative pledged shares account for 80% of the company’s shares held by them □Available Not available (5) Other institutional shareholders holding more than 10% shares □Available Not available (6) Shares reduction situations of holding shareholders, actual controllers, restructuring side and other commitment subjects □Available Not available 4. The specific implementation of share repurchase during the reporting period Implementation progress of share repurchase □Available Not available Implementation progress of reducing share repurchased by centralized bidding □Available Not available 78 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report VIII. Related Situation of Preferred Shares □Available Not available There are no preferred shares during the report period. IX. Related Situation of Bonds □Available Not available X. Financial Report 1. Audit Report Type of audit opinion Standard unqualified audit opinion Date signed on audit report April 25, 2022 KPMG HuazhenCertified Public Accountants Audit agency name Co., Ltd. (special general partnership) Audit report No. KPMG Huazhen ShenZi No. 2205034 Certified public accountant’s name Ms. Wang Ting, Ms. Xu Weiran 79 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report AUDITOR’S REPORT KPMG Huazhen Shen Zi No. 2205034 All Shareholders of Yantai Changyu Pioneer Wine Company Limited: Opinion We have audited the accompanying financial statements of Yantai Changyu Pioneer Wine Company Limited (“Yantai Changyu”), which comprise the consolidated balance sheet and company balance sheet as at 31 December 2021, the consolidated income statement and company income statement, the consolidated cash flow statement and company cash flow statement, the consolidated statement of changes in shareholders’ equity and company statement of changes in shareholders’ equity for the year then ended, and notes to the financial statements. In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position and company financial position of Yantai Changyu as at 31 December 2021, and of its consolidated financial performance and company financial performance and its consolidated cash flows and company cash flows for the year then ended in accordance with Accounting Standards for Business Enterprises issued by the Ministry of Finance of the People’s Republic of China. Basis for Opinion We conducted our audit in accordance with China Standards on Auditing for Certified Public Accountants (“CSAs”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of Yantai Changyu in accordance with the China Code of Ethics for Certified Public Accountants (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 80 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2205034 Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements for the year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Recognition of Sales Revenue from Distributors Refer to the accounting policies set out in the notes to the financial statements “III. Significant accounting policies and accounting estimates” 22 and “V. Notes to the consolidated financial statements” 37. How the Matter was Addressed in Our Key Audit Matters Audit The principal activities of Yantai Changyu and Our audit procedures to evaluate revenue its subsidiaries (hereinafter referred to as recognition of sales revenue from “Yantai Changyu Group”) include manufacture distributors included the following: and sales of wine, brandy and sparkling wine. Understand and evaluate the The revenue of Yantai Changyu Group is mainly Management’s design and operation derived from sales of distributors. All effectiveness of key internal controls distributor transaction terms adopt the unified related to distributor sales revenue transaction terms formulated by Yantai recognition; Changyu Group. Selecting the sales contracts Yantai Based on the contractual agreement and the Changyu signed with distributors in business arrangement, Yantai Changyu sells order to examine whether Yantai products to distributors and the transfer of Changyu has adopted the unified product ownership is completed and the transaction terms, and evaluate revenue is recognised when the goods are whether the accounting policy of delivered to distributors and signed for revenue recognition meets the acceptance. requirements of the Accounting Standards for Business Enterprises; As revenue is one of the key performance indicators of Yantai Changyu Group, there is a On a sampling basis, reconcile the risk that management may recognise revenue revenue recorded for the year to earlier or later in order to meet specific relevant supporting files such as performance targets or expectations, therefore, relevant orders and signed delivery the risk of cut-off misstatement arising from notes, etc. to evaluate whether distributors’ sales revenue is identified as a key revenue is recognised in accordance audit matter. with the accounting policy of Yantai Changyu; 81 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2205034 Key Audit Matters (continued) Recognition of Sales Revenue from Distributors (continued) Refer to the accounting policies set out in the notes to the financial statements “III. Significant accounting policies and accounting estimates” 22 and “V. Notes to the consolidated financial statements” 37. How the matter was addressed in our The Key Audit Matters audit On a sampling basis, reconcile the sales transaction before and after balance sheet date to relevant supporting files such as relevant orders, signed delivery notes, etc. to evaluate whether revenue is recognised in appropriate accounting period; Check the sales record after the balance sheet date to identify significant sales returns and check relevant supporting files (If applicable) in order to evaluate whether relevant revenue is recorded in the appropriate accounting period; Select revenue accounting entries that meet specific risk criteria and check related supporting documents. 82 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2205034 Other Information Management of Yantai Changyu is responsible for the other information. The other information comprises all the information included in the 2021 annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Accounting Standards for Business Enterprises, and for the design, implementation and maintenance of such internal control necessary to enable that the financial statements are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing Yantai Changyu’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Yantai Changyu or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing Yantai Changyu’s financial reporting process. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with CSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 83 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2205034 Auditor’s Responsibilities for the Audit of the Financial Statement (continued) As part of an audit in accordance with CSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: (1) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. (2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. (3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. (4) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Yantai Changyu’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Yantai Changyu to cease to continue as a going concern. (5) Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. (6) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express our audit opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. 84 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2205034 Auditor’s Responsibilities for the Audit of the Financial Statement (continued) We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. KPMG Huazhen LLP Certified Public Accountants Registered (Stamp) in the People’s Republic of China Wang Ting (Engagement Partner) (Signature and stamp) Beijing, China Xu Weiran (Signature and stamp) Date: 25 April 2022 85 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated balance sheet as at 31 December 2021 (Expressed in Renminbi Yuan) 31 December 31 December Note 2021 2020 Assets Current assets Cash at bank and on hand V.1 1,567,095,993 1,194,214,929 Bills receivable V.2 42,827,666 - Accounts receivable V.3 291,006,410 183,853,362 Receivables under financing V.4 364,457,497 338,090,187 Prepayments V.5 75,235,879 71,296,416 Other receivables V.6 30,125,270 22,428,956 Inventories V.7 2,802,622,520 2,945,548,651 Other current assets V.8 217,152,601 234,118,715 Total current assets 5,390,523,836 4,989,551,216 Non-current assets Long-term equity investments V.9 46,496,510 48,263,507 Investment properties V.10 24,502,258 27,057,730 Fixed assets V.11 5,687,867,314 5,724,935,846 Construction in progress V.12 590,172,099 635,495,152 Bearer biological assets V.13 193,712,942 192,173,536 Right-of-use assets V.14 134,569,039 - Intangible assets V.15 617,866,879 660,989,065 Goodwill V.16 112,374,541 132,938,212 Long-term deferred expenses V.17 284,593,163 314,465,855 Deferred tax assets V.18 245,210,731 206,241,275 Other non-current assets V.19 144,120,442 170,370,147 Total non-current assets 8,081,485,918 8,112,930,325 Total assets 13,472,009,754 13,102,481,541 The notes on pages 105 to 196 form part of these financial statements. 86 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated balance sheet as at 31 December 2021 (continued) (Expressed in Renminbi Yuan) 31 December 31 December Note 2021 2020 Liabilities and shareholders’ equity Current liabilities Short-term loans V.20 622,066,457 689,090,715 Accounts payable V.21 493,453,816 484,347,958 Contract liabilities V.22 147,120,716 135,073,280 Employee benefits payable V.23 195,019,441 188,779,911 Taxes payable V.24 342,322,300 213,412,813 Other payables V.25 453,033,491 386,105,526 Other current liabilities V.26 18,374,193 14,820,653 Non-current liabilities due within V.27 110,865,126 133,311,890 one year Total current liabilities 2,382,255,540 2,244,942,746 Non-current liabilities Long-term loans V.28 176,047,043 200,352,968 Lease liabilities V.14 101,811,588 - Long-term payables V.29 64,000,000 86,000,000 Deferred income V.30 41,295,338 52,653,609 Deferred tax liabilities V.18 11,803,970 12,022,613 Other non-current liabilities V.31 2,119,671 2,078,971 Total non-current liabilities 397,077,610 353,108,161 Total liabilities 2,779,333,150 2,598,050,907 The notes on pages 105 to 196 form part of these financial statements. 87 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated balance sheet as at 31 December 2021 (continued) (Expressed in Renminbi Yuan) 31 December 31 December Note 2021 2020 Liabilities and shareholders’ equity (continued) Shareholders’ equity Share capital V.32 685,464,000 685,464,000 Capital reserve V.33 524,968,760 524,968,760 Other comprehensive income V.34 (34,707,177) 576,129 Surplus reserve V.35 342,732,000 342,732,000 Retained earnings V.36 8,929,426,600 8,714,091,755 Total equity attributable to shareholders of 10,447,884,183 10,267,832,644 the Company Non-controlling interests 244,792,421 236,597,990 Total owners’ equity 10,692,676,604 10,504,430,634 Total liabilities and shareholders’ equity 13,472,009,754 13,102,481,541 These financial statements were approved by the Board of Directors of the Company on 25 April 2022. Zhou Hongjiang Jiang Jianxun Guo Cuimei (Company stamp) Legal Representative The person in charge The head of the of accounting affairs accounting department (Signature and stamp) (Signature and stamp) (Signature and stamp) The notes on pages 105 to 196 form part of these financial statements. 88 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Company balance sheet as at 31 December 2021 (Expressed in Renminbi Yuan) 31 December 31 December Note 2021 2020 Assets Current assets Cash at bank and on hand 562,588,819 267,548,326 Bills receivable XIV.1 9,800,000 - Receivables under financing XIV.2 62,411,636 13,920,000 Prepayments 406,500 171,709 Other receivables XIV.3 398,072,976 580,131,798 Inventories 383,294,208 482,442,935 Other current assets 20,637,860 24,842,325 Total current assets 1,437,211,999 1,369,057,093 Non-current assets Long-term equity investments XIV.4 7,599,421,494 7,599,778,880 Investment properties 24,502,258 - Fixed assets 231,284,799 270,692,477 Construction in progress 255,996 2,865,243 Bearer biological assets 114,753,306 115,103,753 Right-of-use assets 36,826,342 - Intangible assets 78,043,888 80,789,731 Deferred tax assets 18,033,185 18,285,685 Other non-current assets 2,023,500,000 1,530,700,000 Total non-current assets 10,126,621,268 9,618,215,769 Total assets 11,563,833,267 10,987,272,862 The notes on pages 105 to 196 form part of these financial statements. 89 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Company balance sheet as at 31 December 2021 (continued) (Expressed in Renminbi Yuan) 31 December 31 December Note 2021 2020 Liabilities and shareholders’ equity Current liabilities Short-term loans 150,000,000 150,000,000 Accounts payable 90,339,903 76,470,081 Employee benefits payable 66,770,838 67,808,910 Taxes payable 32,588,429 9,123,959 Other payables 445,874,937 521,505,947 Non-current liabilities due within 1,485,190 - one year Total current liabilities 787,059,297 824,908,897 Non-current liabilities Lease liabilities 43,312,517 - Deferred income 2,268,527 5,507,708 Deferred tax liabilities 88,555 - Other non-current liabilities 1,164,471 1,164,471 Total non-current liabilities 46,834,070 6,672,179 Total liabilities 833,893,367 831,581,076 The notes on pages 105 to 196 form part of these financial statements. 90 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Company balance sheet as at 31 December 2021 (continued) (Expressed in Renminbi Yuan) 31 December 31 December Note 2021 2020 Liabilities and shareholders’ equity (continued) Shareholders’ equity Share capital 685,464,000 685,464,000 Capital reserve 560,182,235 560,182,235 Surplus reserve 342,732,000 342,732,000 Retained earnings 9,141,561,665 8,567,313,551 Total owners’ equity 10,729,939,900 10,155,691,786 Total liabilities and shareholders’ equity 11,563,833,267 10,987,272,862 These financial statements were approved by the Board of Directors of the Company on 25 April 2022. Zhou Hongjiang Jiang Jianxun Guo Cuimei (Company stamp) Legal Representative The person in charge The head of the of accounting affairs accounting department (Signature and stamp) (Signature and stamp) (Signature and stamp) The notes on pages 105 to 196 form part of these financial statements. 91 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated income statement for the year ended 31 December 2021 (Expressed in Renminbi Yuan) Note 2021 2020 I. Operating income V.37 3,953,067,583 3,395,402,001 Less: Operating cost V.37 1,647,789,874 1,503,877,407 Taxes and surcharges V.38 264,057,570 203,789,274 Selling and distribution V.39 998,954,105 788,252,485 expenses General and administrative V.40 299,076,376 290,646,466 expenses Research and development 10,919,262 4,531,418 expenses Financial expenses V.41 21,178,727 20,441,713 Including: Interest expenses 28,851,606 32,890,621 Interest income 19,558,354 14,247,274 Add: Other income V.42 48,240,741 73,063,620 Investment losses V.43 (2,784,997) (2,217,623) Including: Losses from investment in joint (2,784,997) (2,217,623) ventures and associates Credit (losses)/reversal V.44 (7,937,144) 4,348,309 Impairment losses V.45 (19,874,251) (3,215,978) Losses from disposal of assets V.46 (11,939,284) (1,180,655) The notes on pages 105 to 196 form part of these financial statements. 92 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated income statement for the year ended 31 December 2021 (continued) (Expressed in Renminbi Yuan) Note 2021 2020 II. Operating profit 716,796,734 654,660,911 Add: Non-operating income V.47 5,214,304 11,908,510 Less: Non-operating expenses V.47 6,311,844 1,702,858 III. Total profit 715,699,194 664,866,563 Less: Income tax expenses V.48 209,020,821 191,804,500 IV. Net profit 506,678,373 473,062,063 (1) Net profit classified by continuity of operations: 1. Net profit from continuing 506,678,373 473,062,063 operations 2. Net profit from discontinued - - operations (2) Net profit classified by ownership: 1. Net profit attributable to 500,102,606 470,860,587 owners of the Company 2. Non-controlling interests 6,575,767 2,201,476 V. Other comprehensive income, net of (39,307,949) 5,171,635 tax (1) Other comprehensive income (net of tax) attributable to (35,283,306) 4,811,712 shareholders of the Company Translation differences arising from translation of foreign (35,283,306) 4,811,712 currency financial statements (2) Other comprehensive income (net of tax) attributable to (4,024,643) 359,923 non-controlling interests The notes on pages 105 to 196 form part of these financial statements. 93 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated income statement for the year ended 31 December 2021 (continued) (Expressed in Renminbi Yuan) Note 2021 2020 VI. Total comprehensive income for the 467,370,424 478,233,698 year (1) Attributable to shareholders of 464,819,300 475,672,299 the Company (2) Attributable to non-controlling 2,551,124 2,561,399 interests VII. Earnings per share: (1) Basic earnings per share V.49 0.73 0.69 (2) Diluted earnings per share V.49 0.73 0.69 These financial statements were approved by the Board of Directors of the Company on 25 April 2022. Zhou Hongjiang Jiang Jianxun Guo Cuimei (Company stamp) Legal Representative The person in charge The head of the of accounting affairs accounting department (Signature and stamp) (Signature and stamp) (Signature and stamp) The notes on pages 105 to 196 form part of these financial statements. 94 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Company income statement for the year ended 31 December 2021 (Expressed in Renminbi Yuan) Note 2021 2020 I. Operating income XIV.5 578,895,802 512,303,553 Less: Operating cost XIV.5 472,158,738 452,368,512 Taxes and surcharges 38,263,612 19,841,835 General and administrative 74,948,200 74,929,302 expenses Research and development 907,975 728,793 expenses Financial expenses 2,193,348 (602,459) Including: Interest expenses 5,870,092 4,875,912 Interest income 7,122,455 5,594,285 Add: Other income 6,108,832 5,339,898 Investment income XIV.6 867,523,178 449,504,721 Credit reversal - 601,610 II. Operating profit 864,055,939 420,483,799 Add: Non-operating income 997,416 3,961,267 Less: Non-operating expenses 3,295,694 1,050,415 The notes on pages 105 to 196 form part of these financial statements. 95 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Company income statement for the year ended 31 December 2021 (continued) (Expressed in Renminbi Yuan) Note 2021 2020 III. Total profit 861,757,661 423,394,651 Less: Income tax expenses 6,703,679 (3,766,123) IV. Net profit 855,053,982 427,160,774 (i) Net profit from continuing 855,053,982 427,160,774 operations (ii) Net profit from discontinued - - operations V. Other comprehensive income, net of - - tax VI. Total comprehensive income for the 855,053,982 427,160,774 year These financial statements were approved by the Board of Directors of the Company on 25 April 2022. Zhou Hongjiang Jiang Jianxun Guo Cuimei (Company stamp) Legal Representative The person in charge The head of the of accounting affairs accounting department (Signature and stamp) (Signature and stamp) (Signature and stamp) The notes on pages 105 to 196 form part of these financial statements. 96 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated cash flow statement for the year ended 31 December 2021 (Expressed in Renminbi Yuan) Note 2021 2020 I. Cash flows from operating activities: Proceeds from sale of goods and 3,674,741,084 3,259,057,195 rendering of services Refund of taxes and surcharges 48,716,047 45,642,498 Proceeds from other operating V.50(1) 89,142,251 81,197,248 activities Sub-total of cash inflows 3,812,599,382 3,385,896,941 Payment for goods and services 957,499,905 1,095,500,438 Payment to and for employees 507,532,110 529,304,037 Payment of various taxes 659,986,692 704,054,796 Payment for other operating activities V.50(2) 562,198,017 551,890,997 Sub-total of cash outflows 2,687,216,724 2,880,750,268 Net cash flows from operating V.51(1) 1,125,382,658 505,146,673 activities II. Cash flows from investing activities: Proceeds from disposal of 93,553,062 135,647,402 investments Investment returns received 2,587,932 1,730,511 Net proceeds from disposal of fixed assets, intangible assets and other 7,923,724 49,200,301 long-term assets Sub-total of cash inflows 104,064,718 186,578,214 Payment for acquisition of fixed assets, intangible assets and other 225,502,766 155,918,502 long-term assets Payment for acquisition of 54,218,000 83,508,393 investments Net cash paid for the acquisition of subsidiaries and other business V.51(2) - 89,519,789 units Sub-total of cash outflows 279,720,766 328,946,684 Net cash flows from investing (175,656,048) (142,368,470) activities The notes on pages 105 to 196 form part of these financial statements. 97 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated cash flow statement for the year ended 31 December 2021 (continued) (Expressed in Renminbi Yuan) Note 2021 2020 III. Cash flows from financing activities: Proceeds from investors 7,840,000 - Proceeds from borrowings 847,358,786 987,668,379 Sub-total of cash inflows 855,198,786 987,668,379 Repayments of borrowings 1,036,788,771 1,098,773,637 Payment for dividends, profit 302,051,763 531,697,065 distributions or interest Payment for other financing activities V.50(3) 15,904,567 62,966,747 Sub-total of cash outflows 1,354,745,101 1,693,437,449 Net cash flows from financing (499,546,315) (705,769,070) activities IV. Effect of foreign exchange rate changes on cash and cash (518,371) (1,743,498) equivalents V. Net increase/(decrease) in cash and V.51(1) 449,661,924 (344,734,365) cash equivalents Add: Cash and cash equivalents at 1,052,665,105 1,397,399,470 the beginning of the year VI. Cash and cash equivalents at the end V.51(3) 1,502,327,029 1,052,665,105 of the year These financial statements were approved by the Board of Directors of the Company on 25 April 2022. Zhou Hongjiang Jiang Jianxun Guo Cuimei (Company stamp) Legal Representative The person in charge The head of the of accounting affairs accounting department (Signature and stamp) (Signature and stamp) (Signature and stamp) The notes on pages 105 to 196 form part of these financial statements. 98 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Company cash flow statement for the year ended 31 December 2021 (Expressed in Renminbi Yuan) Note 2021 2020 I. Cash flows from operating activities: Proceeds from sale of goods and 514,762,698 365,804,968 rendering of services Proceeds from other operating 47,112,100 19,507,538 activities Sub-total of cash inflows 561,874,798 385,312,506 Payment for goods and services 313,397,323 261,854,964 Payment to and for employees 76,053,780 65,247,752 Payment of various taxes 39,248,076 6,778,231 Payment for other operating activities 71,110,685 139,442,785 Sub-total of cash outflows 499,809,864 473,323,732 Net cash flows from operating 62,064,934 (88,011,226) activities II. Cash flows from investing activities: Proceeds from disposal of 38,200,000 58,238,750 investments Investment returns received 1,068,448,220 450,538,570 Net proceeds from disposal of fixed assets, intangible assets and other 408,885 131,260 long-term assets Proceeds from borrowings to 162,200,000 9,000,000 subsidiaries Sub-total of cash inflows 1,269,257,105 517,908,580 Payment for acquisition of fixed assets, intangible assets and other 22,919,289 51,762,211 long-term assets Payment for acquisition of 38,200,000 131,408,115 investments Net cash paid for the acquisition of subsidiaries and other business - 89,519,789 units Cash paid to subsidiaries 655,000,000 112,000,000 Sub-total of cash outflows 716,119,289 384,690,115 Net cash flows from investing 553,137,816 133,218,465 activities The notes on pages 105 to 196 form part of these financial statements. 99 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Company cash flow statement for the year ended 31 December 2021 (continued) (Expressed in Renminbi Yuan) Note 2021 2020 III. Cash flows from financing activities: Proceeds from borrowings 150,000,000 150,000,000 Sub-total of cash inflows 150,000,000 150,000,000 Repayments of borrowings 150,000,000 150,000,000 Payment for dividends or interest 280,055,692 486,200,712 Payment for other financing 3,460,687 - activities Sub-total of cash outflows 433,516,379 636,200,712 Net cash flows from financing (283,516,379) (486,200,712) activities IV. Effect of foreign exchange rate changes on cash and cash - - equivalents V. Net increase/(decrease) in cash and 331,686,371 (440,993,473) cash equivalents Add: Cash and cash equivalents at 182,123,069 623,116,542 the beginning of the year VI. Cash and cash equivalents at the 513,809,440 182,123,069 end of the year These financial statements were approved by the Board of Directors of the Company on 25 April 2022. Zhou Hongjiang Jiang Jianxun Guo Cuimei (Company stamp) Legal Representative The person in charge The head of the of accounting affairs accounting department (Signature and stamp) (Signature and stamp) (Signature and stamp) The notes on pages 105 to 196 form part of these financial statements. 100 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated statement of changes in shareholders’ equity for the year ended 31 December 2021 (Expressed in Renminbi Yuan) Attributable to shareholders of the Company Total Other Non-controlling Note Retained shareholders’ Share capital Capital reserve comprehensive Surplus reserve Sub-total interests earnings equity income I. Balance at the beginning of the 685,464,000 524,968,760 576,129 342,732,000 8,714,091,755 10,267,832,644 236,597,990 10,504,430,634 year Add: Changes in accounting - - - - (10,582,161) (10,582,161) - (10,582,161) policies Adjusted balance at the beginning 685,464,000 524,968,760 576,129 342,732,000 8,703,509,594 10,257,250,483 236,597,990 10,493,848,473 of the year II. Changes in equity during the year (1) Total comprehensive income - - (35,283,306) - 500,102,606 464,819,300 2,551,124 467,370,424 (2) Shareholders’ contributions Establishment of subsidiaries - - - - - - 7,840,000 7,840,000 (3) Appropriation of profits V.36 Distributions to shareholders - - - - (274,185,600) (274,185,600) (2,196,693) (276,382,293) III. Balance at the end of the year 685,464,000 524,968,760 (34,707,177) 342,732,000 8,929,426,600 10,447,884,183 244,792,421 10,692,676,604 These financial statements were approved by the Board of Directors of the Company on 25 April 2022. Zhou Hongjiang Jiang Jianxun Guo Cuimei (Company stamp) Legal Representative The person in charge of The head of the accounting accounting affairs department (Signature and stamp) (Signature and stamp) (Signature and stamp) The notes on pages 105 to 196 form part of these financial statements. 101 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated statement of changes in shareholders’ equity for the year ended 31 December 2020 (Expressed in Renminbi Yuan) Attributable to shareholders of the Company Total Other Non-controlling Note Retained shareholders’ Share capital Capital reserve comprehensive Surplus reserve Sub-total interests earnings equity income I. Balance at the beginning of the 685,464,000 642,775,360 (4,235,583) 342,732,000 8,735,513,044 10,402,248,821 271,876,064 10,674,124,885 year II. Changes in equity during the year (1) Total comprehensive income - - 4,811,712 - 470,860,587 475,672,299 2,561,399 478,233,698 (2) Shareholders’ contributions Acquisitions of non-controlling - (28,286,811) - - - (28,286,811) (34,679,936) (62,966,747) interests (3) Appropriation of profits V.36 Distributions to shareholders - - - - (492,281,876) (492,281,876) (3,159,537) (495,441,413) (4) Business combination under - (89,519,789) - - - (89,519,789) - (89,519,789) common control III. Balance at the end of the year 685,464,000 524,968,760 576,129 342,732,000 8,714,091,755 10,267,832,644 236,597,990 10,504,430,634 These financial statements were approved by the Board of Directors of the Company on 25 April 2022. Zhou Hongjiang Jiang Jianxun Guo Cuimei (Company stamp) Legal Representative The person in charge of The head of the accounting accounting affairs department (Signature and stamp) (Signature and stamp) (Signature and stamp) The notes on pages 105 to 196 form part of these financial statements. 102 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Company statement of changes in shareholders’ equity for the year ended 31 December 2021 (Expressed in Renminbi Yuan) Total Retained Note Share capital Capital reserve Surplus reserve shareholders’ earnings equity I. Balance at the 685,464,000 560,182,235 342,732,000 8,567,313,551 10,155,691,786 beginning of the year Add: Changes in III.33 (6,620,268) (6,620,268) accounting policies Adjusted balance at the 685,464,000 560,182,235 342,732,000 8,560,693,283 10,149,071,518 beginning of the year II. Changes in equity during the year (1) Total comprehensive - - - 855,053,982 855,053,982 income (2) Appropriation of profits Distributions to - - - (274,185,600) (274,185,600) shareholders III. Balance at the end of 685,464,000 560,182,235 342,732,000 9,141,561,665 10,729,939,900 the year These financial statements were approved by the Board of Directors of the Company on 25 April 2022. Zhou Hongjiang Jiang Jianxun Guo Cuimei (Company stamp) Legal Representative The person in charge The head of the of accounting affairs accounting department (Signature and stamp) (Signature and stamp) (Signature and stamp) The notes on pages 105 to 196 form part of these financial statements. 103 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Company statement of changes in shareholders’ equity for the year ended 31 December 2020 (continued) (Expressed in Renminbi Yuan) Total Retained Note Share capital Capital reserve Surplus reserve shareholders’ earnings equity I. Balance at the 685,464,000 557,222,454 342,732,000 8,619,977,577 10,205,396,031 beginning of the year II. Changes in equity during the year (1) Total comprehensive - - - 427,160,774 427,160,774 income (2) Shareholders’ contributions Purchase of share equity of Yantai Changyu Culture - 2,959,781 - - 2,959,781 Development Co., Ltd (“Culture Development”) (3) Appropriation of profits Distributions to - - - (479,824,800) (479,824,800) shareholders III. Balance at the end of 685,464,000 560,182,235 342,732,000 8,567,313,551 10,155,691,786 the year These financial statements were approved by the Board of Directors of the Company on 25 April 2022. Zhou Hongjiang Jiang Jianxun Guo Cuimei (Company stamp) Legal Representative The person in charge The head of the of accounting affairs accounting department (Signature and stamp) (Signature and stamp) (Signature and stamp) The notes on pages 105 to 196 form part of these financial statements. 104 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Yantai Changyu Pioneer Wine Company Limited Notes to the financial statements (Expressed in Renminbi Yuan unless otherwise indicated) I. Company status Yantai Changyu Pioneer Wine Co., Ltd. (the "Company” or the “Joint Stock 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 reorganisation carried out by Yantai Changyu Group Co., Ltd. ("Changyu Group"), in which Changyu Group Company injected certain assets and liabilities in relation to the brandy, wine, and sparkling wine production and sales businesses to the Company. The Company and its subsidiaries (the "Group") are principally engaged in the production and sales of wine, brandy, sparkling wine, grape growing and acquisition, as well as travel resource development, etc. Registration place of the Company is Yantai, Shandong. Headquarter of the Company is located at No. 56 Da Ma Lu, Zhifu District, Yantai, Shandong, PRC. As at 31 December 2021 the total shares issued by the Company amounts to 685,464,000 shares. Please refer to Note V. 32 in detail. The holding company of the Group is Changyu Group Company, which is jointly controlled by Yantai GuoFeng Investment Holding Ltd, ILLVA SARONNO HOLDING SPA, International Finance Corporation and Yantai Yuhua Investment and Development Company Limited. The financial statements have been authorised by the board of directors on 25 April 2022. According to the Company's articles of association, the financial statements will be reviewed by shareholders on the shareholder's meeting. For consolidation scope of the year, please refer to Note VI "Equity in other entities" in detail. II. Basis of preparation The financial statements have been prepared on the going concern basis. The Group has adopted the revised “Accounting Standard for Business Enterprises No. 22 – Financial Instruments: Recognition and Measurement” and related new financial instruments standards and “Accounting Standard for Business Enterprises No. 14 – Revenue”, issued by the Ministry of Finance (“MOF”) of the People’s Republic of China in 2017, since 1 January 2019 and 1 January 2020 respectively. In addition, it has adopted the revised “Accounting Standard for Business Enterprises No. 21 – Leases” issued by the MOF in 2018 since 1 January 2021 (see Note III.33(1)). 105 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report III. Significant accounting policies and accounting estimates 1 Statement of compliance The financial statements have been prepared in accordance with the requirements of Accounting Standards for Business Enterprises or referred to as China Accounting Standards (“CAS”) issued by the MOF. These financial statements present truly and completely the consolidated financial position and financial position of the Company as at 31 December 2021, and the consolidated financial performance and financial performance and the consolidated cash flows and cash flows of the Company for the year then ended. These financial statements also comply with the disclosure requirements of “Regulation on the Preparation of Information Disclosures by Companies Issuing Securities, No. 15: General Requirements for Financial Reports” as revised by the China Securities Regulatory Commission (“CSRC”) in 2014. 2 Accounting period The accounting period is from 1 January to 31 December. 3 Operating cycle The Company takes the period from the acquisition of assets for processing to until the ultimate realisation of cash or cash equivalents as a normal operating cycle. The operating cycle of the Company is 12 months. 4 Functional currency Renminbi ("RMB") is the currency of the primary economic environment in which the Company and its domestic subsidiaries operate. Therefore, the Company and its domestic subsidiaries choose RMB as their functional currency. Overseas subsidiaries of the Company adopt Euro, Chilean Peso and Australian Dollar as their functional currencies on the basis of the primary economic environment in which they operate. The Company adopts RMB to prepare its financial statements. 5 Accounting treatments for business combinations involving entities under common control and not under common control A transaction constitutes a business combination when the Group obtains control of one or more entities (or a group of assets or net assets). Business combination is classified as either business combinations involving enterprises under common control or business combinations not involving enterprises under common control. For a transaction not involving enterprises under common control, the acquirer determines whether acquired set of assets constitute a business. The Group may elect to apply the simplified assessment method, the concentration test, to determine whether an acquired set of assets is not a business. If the concentration test is met and the set of assets is determined not to be a business, no further assessment is needed. If the concentration test is not met, the Group shall perform the assessment according to the guidance on the determination of a business. 106 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report When the set of assets the group acquired does not constitute a business, acquisition costs should be allocated to each identifiable assets and liabilities at their acquisitiondate fair values. It is not required to apply the accounting of business combination described as below. (1) Business combinations involving entities under common control A business combination involving entities under common control is a business combination in which all of the combining entities are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory. The assets acquired and liabilities assumed are measured based on their carrying amounts in the consolidated financial statements of the ultimate controlling party at the combination date. The difference between the carrying amount of the net assets acquired and the consideration paid for the combination (or the total par value of shares issued) is adjusted against share premium in the capital reserve, with any excess adjusted against retained earnings. Any costs directly attributable to the combination are recognised in profit or loss when incurred. The combination date is the date on which one combining entity obtains control of other combining entities. (2) Business combinations involving entities not under common control A business combination involving entities not under common control is a business combination in which all of the combining entities are not ultimately controlled by the same party or parties both before and after the business combination. Where (1) the aggregate of the acquisition-date fair value of assets transferred (including the acquirer’s previously held equity interest in the acquiree), liabilities incurred or assumed, and equity securities issued by the acquirer, in exchange for control of the acquiree, exceeds (2) the acquirer’s interest in the acquisition-date fair value of the acquiree’s identifiable net assets, the difference is recognised as goodwill (see Note III.18). If (1) is less than (2), the difference is recognised in profit or loss for the current period. Other acquisition-related costs are expensed when incurred. The acquiree’s identifiable asset, liabilities and contingent liabilities, if the recognition criteria are met, are recognised by the Group at their acquisition-date fair value. The acquisition date is the date on which the acquirer obtains control of the acquiree. For a business combination involving entities not under common control and achieved in stages, the Group remeasures its previously-held equity interest in the acquiree to its acquisition-date fair value and recognises any resulting difference between the fair value and the carrying amount as investment income or other comprehensive income for the current period. In addition, any amount recognised in other comprehensive income that may be reclassified to profit or loss, in prior reporting periods relating to the previously-held equity interest, and any other changes in the owners’ equity under equity accounting, are transferred to investment income in the period in which the acquisition occurs (see Note III.11(2)(b)). If equity interests of the acquiree held before acquisition-date were equity instrument investments measured at fair value through other comprehensive income, other comprehensive income recognised shall be moved to retained earnings on acquisition-date. 107 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 6 Consolidated financial statements (1) General principles The scope of consolidated financial statements is based on control and the consolidated financial statements comprise the Company and its subsidiaries. Control exists when the investor has all of following: power over the investee; exposure, or rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. When assessing whether the Group has power, only substantive rights (held by the Group and other parties) are considered. The financial position, financial performance and cash flows of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Non-controlling interests are presented separately in the consolidated balance sheet within shareholders’ equity. Net profit or loss attributable to non-controlling shareholders is presented separately in the consolidated income statement below the net profit line item. Total comprehensive income attributable to non-controlling shareholders is presented separately in the consolidated income statement below the total comprehensive income line item. When the amount of loss for the current period attributable to the non-controlling shareholders of a subsidiary exceeds the non-controlling shareholders’ share of the opening owners’ equity of the subsidiary, the excess is still allocated against the non-controlling interests. When the accounting period or accounting policies of a subsidiary are different from those of the Company, the Company makes necessary adjustments to the financial statements of the subsidiary based on the Company’s own accounting period or accounting policies. Intra-group balances and transactions, and any unrealised profit or loss arising from intra-group transactions, are eliminated when preparing the consolidated financial statements. Unrealised losses resulting from intra-group transactions are eliminated in the same way as unrealised gains, unless they represent impairment losses that are recognised in the financial statements. (2) Subsidiaries acquired through a business combination Where a subsidiary was acquired during the reporting period, through a business combination involving entities under common control, the financial statements of the subsidiary are included in the consolidated financial statements based on the carrying amounts of the assets and liabilities of the subsidiary in the financial statements of the ultimate controlling party as if the combination had occurred at the date that the ultimate controlling party first obtained control. The opening balances and the comparative figures of the consolidated financial statements are also restated. Where a subsidiary was acquired during the reporting period, through a business combination involving entities not under common control, the identifiable assets and liabilities of the acquired subsidiaries are included in the scope of consolidation from the date that control commences, based on the fair value of those identifiable assets and liabilities at the acquisition date. 108 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (3) Disposal of subsidiaries When the Group loses control over a subsidiary, any resulting disposal gains or losses are recognised as investment income for the current period. The remaining equity investment is re-measured at its fair value at the date when control is lost, any resulting gains or losses are also recognised as investment income for the current period. When the Group loses control of a subsidiary in multiple transactions in which it disposes of its long-term equity investment in the subsidiary in stages, the following are considered to determine whether the Group should account for the multiple transactions as a bundled transaction: - arrangements are entered into at the same time or in contemplation of each other; - arrangements work together to achieve an overall commercial effect; - the occurrence of one arrangement is dependent on the occurrence of at least one other arrangement; - one arrangement considered on its own is not economically justified, but it is economically justified when considered together with other arrangements. If each of the multiple transactions does not form part of a bundled transaction, the transactions conducted before the loss of control of the subsidiary are accounted for in accordance with the accounting policy for partial disposal of equity investment in subsidiaries where control is retained (see Note III.6(4)). If each of the multiple transactions forms part of a bundled transaction which eventually results in the loss of control in the subsidiary, these multiple transactions are accounted for as a single transaction. In the consolidated financial statements, the difference between the consideration received and the corresponding proportion of the subsidiary’s net assets (calculated continuously from the acquisition date) in each transaction prior to the loss of control shall be recognised in other comprehensive income and transferred to profit or loss when the parent eventually loses control of the subsidiary. (4) Changes in non-controlling interests Where the Company acquires a non-controlling interest from a subsidiary’s non-controlling shareholders or disposes of a portion of an interest in a subsidiary without a change in control, the difference between the proportion interests of the subsidiary’s net assets being acquired or disposed and the amount of the consideration paid or received is adjusted to the capital reserve (share premium) in the consolidated balance sheet, with any excess adjusted to retained earnings. 7 Cash and cash equivalents Cash and cash equivalents comprise cash on hand, deposits that can be readily withdraw on demand, and short-term, highly liquid investments that are readily convertible into known amounts of cash and are subject to an insignificant risk of change in value. 8 Foreign currency transactions and translation of foreign currency financial statements When the Group receives capital in foreign currencies from investors, the capital is translated to Renminbi at the spot exchange rate at the date of the receipt. Other foreign currency transactions are, on initial recognition, translated to Renminbi at the spot exchange rates. 109 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Monetary items denominated in foreign currencies are translated to Renminbi at the spot exchange rate at the balance sheet date. The resulting exchange differences are generally recognised in profit or loss, unless they arise from the re-translation of the principal and interest of specific borrowings for the acquisition and construction of qualifying assets (see Note III. 15). Non-monetary items that are measured at historical cost in foreign currencies are translated to Renminbi using the exchange rate at the transaction date. In translating the financial statements of a foreign operation, assets and liabilities of foreign operation are translated to Renminbi at the spot exchange rate at the balance sheet date. Equity items, excluding retained earnings and the translation differences in other comprehensive income, are translated to Renminbi at the spot exchange rates at the transaction dates. Income and expenses in the income statement are translated to Renminbi at the spot exchange rates at the transaction dates. The resulting translation differences are recognised in other comprehensive income. The translation differences accumulated in other comprehensive income with respect to a foreign operation are transferred to profit or loss in the period when the foreign operation is disposed. 9 Financial instruments Financial instruments include cash at bank and on hand, investments in debt and equity securities other than those classified as long-term equity investments (see Note III.11), receivables, payables, loans and borrowings and share capital. (1) Recognition and initial measurement of financial assets and financial liabilities A financial asset or financial liability is recognised in the balance sheet when the Group becomes a party to the contractual provisions of a financial instrument. A financial assets (unless it is a trade receivable without a significant financing component) and financial liabilities is measured initially at fair value. For financial assets and financial liabilities at fair value through profit or loss, any related directly attributable transaction costs are charged to profit or loss; for other categories of financial assets and financial liabilities, any related directly attributable transaction costs are included in their initial costs. A trade receivable, without significant financing component or practical expedient applied for one year or less contracts, is initially measured at the transaction price in accordance with Note III.22. (2) Classification and subsequent measurement of financial assets (a) Classification of financial assets The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. On initial recognition, a financial asset is classified as measured at amortised cost, at fair value through other comprehensive income (“FVOCI”), or at fair value through profit or loss (“FVTPL”). Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. 110 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: - it is held within a business model whose objective is to hold assets to collect contractual cash flows; and - its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL: - it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and - its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an investment-by-investment basis. The instrument meets the definition of equity from the perspective of the issuer. All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. The business model refers to how the Group manages its financial assets in order to generate cash flows. That is, the Group’s business model determines whether cash flows will result from collecting contractual cash flows, selling financial assets or both. The Group determines the business model for managing the financial assets according to the facts and based on the specific business objective for managing the financial assets determined by the Group’s key management personnel. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin. The Group also assesses whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. (b) Subsequent measurement of financial assets - Financial assets at FVTPL These financial assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss unless the financial assets are part of a hedging relationship. 111 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report - Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective interest method. A gain or loss on a financial asset that is measured at amortised cost and is not part of a hedging relationship shall be recognised in profit or loss when the financial asset is derecognised, reclassified, through the amortisation process or in order to recognise impairment gains or losses. - Debt investments at FVOCI These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, impairment and foreign exchange gains and losses are recognised in profit or loss. Other net gains and losses are recognised in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss. - Equity investments at FVOCI These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss. Other net gains and losses are recognised in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to retained earnings. (3) Classification and subsequent measurement of financial liabilities Financial liabilities are classified as measured at FVTPL or amortised cost by the Group. - Financial liabilities at FVTPL A financial liability is classified as at FVTPL if it is classified as held-for-trading (including derivative financial liability) or it is designated as such on initial recognition. Financial liabilities at FVTPL are subsequently measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss, unless the financial liabilities are part of a hedging relationship. - Financial liabilities at amortised cost These financial liabilities are subsequently measured at amortised cost using the effective interest method. (4) Offsetting Financial assets and financial liabilities are generally presented separately in the balance sheet, and are not offset. However, a financial asset and a financial liability are offset and the net amount is presented in the balance sheet when both of the following conditions are satisfied: - The Group currently has a legally enforceable right to set off the recognised amounts; - The Group intends either to settle on a net basis, or to realise the financial asset and settle the financial liability simultaneously. 112 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (5) Derecognition of financial assets and financial liabilities Financial asset is derecognised when one of the following conditions is met: - the Group’s contractual rights to the cash flows from the financial asset expire; - the financial asset has been transferred and the Group transfers substantially all of the risks and rewards of ownership of the financial asset; or; - the financial asset has been transferred, although the Group neither transfers nor retains substantially all of the risks and rewards of ownership of the financial asset, it does not retain control over the transferred asset. Where a transfer of a financial asset in its entirety meets the criteria for derecognition, the difference between the two amounts below is recognised in profit or loss: - the carrying amount of the financial asset transferred measured at the date of derecognition; - the sum of the consideration received from the transfer and, when the transferred financial asset is a debt investment at FVOCI, any cumulative gain or loss that has been recognised directly in other comprehensive income for the part derecognised. The Group derecognises a financial liability (or part of it) only when its contractual obligation (or part of it) is extinguished. (6) Impairment The Group recognises loss allowances for expected credit loss (ECL) on: - financial assets measured at amortised cost; - financial investments at fair value through other comprehensive income Financial assets measured at fair value, including debt investments or equity securities at FVPL, equity securities designated at FVOCI and derivative financial assets, are not subject to the ECL assessment. Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). The maximum period considered when estimating ECLs is the maximum contractual period (including extension options) over which the Group is exposed to credit risk. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the balance sheet date (or a shorter period if the expected life of the instrument is less than 12 months). 113 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report For accounts receivable, loss allowance are always measured at an amount equal to lifetime ECLs. ECLs on these financial assets are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors and an assessment of both the current and forecast general economic conditions at the balance sheet date. For assets other than accounts receivable that meet one of the following conditions, loss allowance are measured at an amount equal to 12-month ECLs. For all other financial instruments, the Group recognises a loss allowance equal to lifetime ECLs: - If the financial instrument is determined to have low credit risk at the balance sheet date; - If the credit risk on a financial instrument has not increased significantly since initial recognition. Financial instruments that have low credit risk The credit risk on a financial instrument is considered low if the financial instrument has a low risk of default, the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. Significant increases in credit risk In assessing whether the credit risk of a financial instrument has increased significantly since initial recognition, the Group compares the risk of default occurring on the financial instrument assessed at the balance sheet date with that assessed at the date of initial recognition. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort, including forward-looking information. In particular, the following information is taken into account: - failure to make payments of principal or interest on their contractually due dates; - an actual or expected significant deterioration in a financial instrument’s external or internal credit rating (if available); - an actual or expected significant deterioration in the operating results of the debtor; and - existing or forecast changes in the technological, market, economic or legal environment that have a significant adverse effect on the debtor’s ability to meet its obligation to the Group. Depending on the nature of the financial instruments, the assessment of a significant increase in credit risk is performed on either an individual basis or a collective basis. When the assessment is performed on a collective basis, the financial instruments are grouped based on shared credit risk characteristics, such as past due status and credit risk ratings. The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. 114 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Credit-impaired financial assets At each balance sheet date, the Group assesses whether financial assets carried at amortised cost and debt investments at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data: - significant financial difficulty of the borrower or issuer; - a breach of contract, such as a default or delinquency in interest or principal payments; - for economic or contractual reasons relating to the borrower’s financial difficulty, the Group having granted to the borrower a concession that would not otherwise consider; - it is probable that the borrower will enter bankruptcy or other financial reorganisation; or - the disappearance of an active market for that financial asset because of financial difficulties. Presentation of allowance for ECL ECLs are remeasured at each balance sheet date to reflect changes in the financial instrument’s credit risk since initial recognition. Any change in the ECL amount is recognised as an impairment gain or loss in profit or loss. The Group recognises an impairment gain or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for debt investments that are measured at FVOCI, for which the loss allowance is recognised in other comprehensive income. Write-off The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. A write-off constitutes a derecognition event. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due. Subsequent recoveries of an asset that was previously written off are recognised as a reversal of impairment in profit or loss in the period in which the recovery occurs. (7) Equity instrument The consideration received from the issuance of equity instruments net of transaction costs is recognised in shareholders’ equity. Consideration and transaction costs paid by the Company for repurchasing self-issued equity instruments are deducted from shareholders’ equity. When the Company repurchases its own shares, those shares are treated as treasury shares. All expenditure relating to the repurchase is recorded in the cost of the treasury shares, with the transaction recording in the share register. Treasury shares are excluded from profit distributions and are presented as a deduction under shareholders’ equity in the balance sheet. 115 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 10 Inventories (1) Classification and cost Inventories include raw materials, work in progress and reusable materials. Inventories are initially measured at cost. Cost of inventories comprises all costs of purchase, costs of conversion and other expenditure incurred in bringing the inventories to their present location and condition. In addition to the purchase cost of raw materials, work in progress and finished goods include direct labour costs and an appropriate allocation of production overheads. Agricultural products harvested are reported in accordance with the CAS No.1 - Inventories. (2) Measurement method of cost of inventories Cost of inventories is calculated using the weighted average method. Consumables including low-value consumables and packaging materials are amortised when they are used. The amortisation charge is included in the cost of the related assets or recognised in profit or loss for the current period. (3) Basis for determining the net realisable value and method for provision for obsolete inventories At the balance sheet date, inventories are carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale and relevant taxes. The net realisable value of materials held for use in the production is measured based on the net realisable value of the finished goods in which they will be incorporated. The net realisable value of the inventory held to satisfy sales or service contracts is measured based on the contract price, to the extent of the quantities specified in sales contracts, and the excess portion of inventories is measured based on general selling prices. Any excess of the cost over the net realisable value of each item of inventories is recognised as a provision for impairment, and is recognised in profit or loss. (4) Inventory count system The Group maintains a perpetual inventory system. 116 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 11 Long-term equity investments (1) Investment cost of long-term equity investments (a) Long-term equity investments acquired through a business combination - The initial cost of a long-term equity investment acquired through a business combination involving entities under common control is the Company’s share of the carrying amount of the subsidiary’s equity in the consolidated financial statements of the ultimate controlling party at the combination date. The difference between the initial investment cost and the carrying amount of the consideration given is adjusted to the share premium in the capital reserve, with any excess adjusted to retained earnings. For a long-term equity investment in a subsidiary acquired through a business combination achieved in stages which do not form a bundled transaction and involving entities under common control, the Company determines the initial cost of the investment in accordance with the above policies. The difference between this initial cost and the sum of the carrying amount of previously-held investment and the consideration paid for the shares newly acquired is adjusted to capital premium in the capital reserve, with any excess adjusted to retained earnings. - For a long-term equity investment obtained through a business combination not involving enterprises under common control, the initial cost comprises the aggregate of the fair value of assets transferred, liabilities incurred or assumed, and equity securities issued by the Company, in exchange for control of the acquiree. For a long-term equity investment obtained through a business combination not involving entities under common control and achieved through multiple transactions in stages which do not form a bundled transaction, the initial cost comprises the carrying amount of the previously-held equity investment in the acquiree immediately before the acquisition date, and the additional investment cost at the acquisition date. (b) Long-term equity investments acquired other than through a business combination - A long-term equity investment acquired other than through a business combination is initially recognised at the amount of cash paid if the Group acquires the investment by cash, or at the fair value of the equity securities issued if an investment is acquired by issuing equity securities. (2) Subsequent measurement of long-term equity investment (a) Investments in subsidiaries In the Company’s separate financial statements, long-term equity investments in subsidiaries are accounted for using the cost method unless the investment is classified as held for sale (See Note III. 28). Except for cash dividends or profit distributions declared but not yet distributed that have been included in the price or consideration paid in obtaining the investments, the Company recognises its share of the cash dividends or profit distributions declared by the investee as investment income for the current period. The investments in subsidiaries are stated in the balance sheet at cost less accumulated impairment losses. 117 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report For the impairment of the investments in subsidiaries, refer to Note III.20. In the Group’s consolidated financial statements, subsidiaries are accounted for in accordance with the policies described in Note III.6. (b) Investment in joint ventures and associates A joint venture is an arrangement whereby the Group and other parties have joint control (see Note III.11(3)) and rights to the net assets of the arrangement. Associated enterprises refer to enterprises to which the Group can exercise significant influence (see Note III.11(3)). A long-term equity investment in a joint venture is accounted for using the equity method for subsequent measurement, unless the investment is classified as held for sale (see Note III.28). The accounting treatments under the equity method adopted by the Group are as follows: - Where the initial cost of a long-term equity investment exceeds the Group’s interest in the fair value of the investee’s identifiable net assets at the date of acquisition, the investment is initially recognised at cost. Where the initial investment cost is less than the Group’s interest in the fair value of the investee’s identifiable net assets at the date of acquisition, the investment is initially recognised at the investor’s share of the fair value of the investee’s identifiable net assets, and the difference is recognised in profit or loss. - After the acquisition of the investment, the Group recognises its share of the investee’s profit or loss and other comprehensive income as investment income or losses and other comprehensive income respectively, and adjusts the carrying amount of the investment accordingly. Once the investee declares any cash dividends or profit distributions, the carrying amount of the investment is reduced by the amount attributable to the Group. Changes in the Group’s share of the investee’s owners’ equity, other than those arising from the investee’s net profit or loss, other comprehensive income or profit distribution (referred to as “other changes in owners’ equity”), is recognised directly in the Group’s equity, and the carrying amount of the investment is adjusted accordingly. - In calculating its share of the investee’s net profits or losses, other comprehensive income and other changes in owners’ equity, the Group recognises investment income and other comprehensive income after making appropriate adjustments to align the accounting policies or accounting periods with those of the Group based on the fair value of the investee’s identifiable net assets at the date of acquisition. Unrealised profits and losses resulting from transactions between the Group and its associates or joint ventures are eliminated to the extent of the Group’s interest in the associates or joint ventures. Unrealised losses resulting from transactions between the Group and its associates or joint ventures are eliminated in the same way as unrealised gains but only to the extent that there is no impairment. 118 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report - The Group discontinues recognising its share of further losses of the investee after the carrying amount of the long-term equity investment and any long-term interest that in substance forms part of the Group’s net investment in the associate is reduced to zero, except to the extent that the Group has an obligation to assume additional losses. If the joint venture subsequently reports net profits, the Group resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised. For the impairment of the investments in joint ventures and associates, refer to Note III.20. (3) Criteria for determining the existence of joint control over an investee Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities (activities with significant impact on the returns of the arrangement) require the unanimous consent of the parties sharing control. The following factors are usually considered when assessing whether the Group can exercise joint control over an investee: - Whether no single participant party is in a position to control the investee’s related activities unilaterally; - Whether strategic decisions relating to the investee’s related activities require the unanimous consent of all participant parties that sharing of control. Significant influence is the power to participate in the financial and operating policy decisions of an investee but does not have control or joint control over those policies. 12 Investment properties Investment properties are properties held either to earn rental income or for capital appreciation or for both. Investment properties are accounted for using the cost model and stated in the balance sheet at cost less accumulated depreciation, amortisation and impairment losses, and adopts a depreciation or amortisation policy for the investment property which is consistent with that for buildings or land use rights, unless the investment property is classified as held for sale (see Note III.28). For the impairment of the investment properties, refer to Note III.20. Estimated useful Residual value rate Depreciation rate Category life (years) (%) (%) Plant and buildings 20 - 40 years 0 - 5% 2.4% - 5.0% 13 Fixed assets (1) Recognition of fixed assets Fixed assets represent the tangible assets held by the Group for use in production of goods, supply of services, for rental or for administrative purposes with useful lives over one accounting year. 119 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report The cost of a purchased fixed asset comprises the purchase price, related taxes, and any directly attributable expenditure for bringing the asset to working condition for its intended use. The cost of self-constructed assets is measured in accordance with the policy set out in Note III.14. Where the parts of an item of fixed assets have different useful lives or provide benefits to the Group in a different pattern, thus necessitating use of different depreciation rates or methods, each part is recognised as a separate fixed asset. Any subsequent costs including the cost of replacing part of an item of fixed assets are recognised as assets when it is probable that the economic benefits associated with the costs will flow to the Group, and the carrying amount of the replaced part is derecognised. The costs of the day-to-day maintenance of fixed assets are recognised in profit or loss as incurred. Fixed assets are stated in the balance sheet at cost less accumulated depreciation and impairment losses. (2) Depreciation of fixed assets The cost of a fixed asset, less its estimated residual value and accumulated impairment losses, is depreciated using the straight-line method over its estimated useful life, unless the fixed asset is classified as held for sale (see Note III.28). The estimated useful lives, residual value rates and depreciation rates of each class of fixed assets are as follows: Estimated useful Residual value rate Depreciation rate Class life (years) (%) (%) Plant and buildings 20 - 40 years 0 - 5% 2.4% - 5.0% Machinery equipment 5 - 30 years 0 - 5% 3.2% - 20.0% Motor vehicles 4 - 12 years 0 - 5% 7.9% - 25.0% Useful lives, estimated residual values and depreciation methods are reviewed at least at each year-end. (3) For the impairment of the fixed assets, refer to Note III.20. (4) Disposal of fixed assets The carrying amount of a fixed asset is derecognised: - when the fixed asset is holding for disposal; or - when no future economic benefit is expected to be generated from its use or disposal. Gains or losses arising from the retirement or disposal of an item of fixed asset are determined as the difference between the net disposal proceeds and the carrying amount of the item, and are recognised in profit or loss on the date of retirement or disposal. 120 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 14 Construction in progress The cost of self-constructed assets includes the cost of materials, direct labour, capitalised borrowing costs (see Note III.15), and any other costs directly attributable to bringing the asset to working condition for its intended use. A self-constructed asset is classified as construction in progress and transferred to fixed asset when it is ready for its intended use. No depreciation is provided against construction in progress. Construction in progress is stated in the balance sheet at cost less accumulated impairment losses (see Note III.20). 15 Borrowing costs Borrowing costs incurred directly attributable to the acquisition, and construction or production of a qualifying asset are capitalised as part of the cost of the asset. Other borrowing costs are recognised as financial expenses when incurred. During the capitalisation period, the amount of interest (including amortisation of any discount or premium on borrowing) to be capitalised in each accounting period is determined as follows: - Where funds are borrowed specifically for the acquisition and construction or production of a qualifying asset, the amount of interest to be capitalised is the interest expense calculated using effective interest rates during the period less any interest income earned from depositing the borrowed funds or any investment income on the temporary investment of those funds before being used on the asset. - To the extent that the Group borrows funds generally and uses them for the acquisition and construction or production of a qualifying asset, the amount of borrowing costs eligible for capitalisation is determined by applying a capitalisation rate to the weighted average of the excess amounts of cumulative expenditure on the asset over the above amounts of specific borrowings. The capitalisation rate is the weighted average of the interest rates applicable to the general-purpose borrowings. The effective interest rate is determined as the rate that exactly discounts estimated future cash flow through the expected life of the borrowing or, when appropriate, a shorter period to the initially recognised amount of the borrowings. During the capitalisation period, exchange differences related to the principal and interest on a specific-purpose borrowing denominated in foreign currency are capitalised as part of the cost of the qualifying asset. The exchange differences related to the principal and interest on foreign currency borrowings other than a specific-purpose borrowing are recognised as a financial expense when incurred. 121 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report The capitalisation period is the period from the date of commencement of capitalisation of borrowing costs to the date of cessation of capitalisation, excluding any period over which capitalisation is suspended. Capitalisation of borrowing costs commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities of acquisition, construction or production that are necessary to prepare the asset for its intended use are in progress, and ceases when the assets become ready for their intended use. Capitalisation of borrowing costs should cease when the qualifying asset being constructed or produced has reached its expected usable or saleable condition. Capitalisation of borrowing costs is suspended when the acquisition, construction or production activities are interrupted abnormally for a period of more than three months. 16. Biological assets The Group's biological assets are bearer biological assets. Bearer biological assets are those that are held for the purposes of producing agricultural produce, rendering of services or rental. Bearer biological assets in the Group are vines. Bearer biological assets are initially measured at cost. The cost of self-grown or self-bred bearer biological assets represents the necessary directly attributable expenditure incurred before satisfying the expected production and operating purpose, including capitalised borrowing costs. Bearer biological assets, after reaching the expected production and operating purpose, are depreciated using the straight-line method over its estimated useful life. The estimated useful lives, estimated net residual value rates and depreciation rates of bearer biological assets are as follows: Estimated useful Estimated net Depreciation rate Category life (years) residual value rate (%) Vines 20 years 0% 5.0% The Group evaluates the useful life and expected net salvage value by considering the normal producing life of the bearer biological assets. Useful lives, estimated residual values and depreciation methods of bearer biological assets are reviewed at least at each year-end. Any changes should be treated as changes in accounting estimates. For a bearer biological asset that has been sold, damaged, dead or destroyed, any difference between the disposal proceeds and the carrying amount of the asset should be recognised in profit or loss for the period in which it arises. 17 Intangible assets Intangible assets are stated in the balance sheet at cost less accumulated amortization (where the estimated useful life is finite) and impairment losses (see Note III.20). For an intangible asset with finite useful life, its cost estimated less residual value and accumulated impairment losses is amortised on the straight-line method over its estimated useful life, unless the intangible asset is classified as held for sale (see Note III.28). 122 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report The respective amortisation periods for intangible assets are as follows: Item Amortisation period (years) Land use rights 40 - 50 years Software licenses 5 - 10 years Trademarks 10 years Useful lives and amortisation methods of intangible asset with finite useful life are reviewed at least at each year-end. An intangible asset is regarded as having an indefinite useful life and is not amortised when there is no foreseeable limit to the period over which the asset is expected to generate economic benefits for the Group. At the balance sheet date, the Group had intangible assets with infinite useful lives including the land use rights and trademarks. Land use rights with infinite useful lives are permanent land use rights with permanent ownership held by the Group under the relevant Chile and Australian laws arising from the Group’s acquisition of Via Indómita, S.A., Via Dos Andes, S.A., and Bodegas Santa Alicia SPA. (collectively referred to as the "Chile Indomita Wine Group"), and the acquisition of Kilikanoon Estate Pty Ltd. (hereinafter referred to as the "Australia Kilikanoon Estate"), therefore there was no amortisation. The right to use trademark refers to the trademark held by the Group arising from the acquisition of the Chile Indomita Wine Group and the Australia Kilikanoon Estate with infinite useful lives. The valuation of trademark was based on the trends in the market and competitive environment, product cycle, and managing long-term development strategy. Those basis indicated the trademark will provide net cash flows to the Group within an uncertain period. The useful life is indefinite as it was hard to predict the period that the trademark would bring economic benefits to the Group. 18 Goodwill The initial cost of goodwill represents the excess of cost of acquisition over the acquirer’s interest in the fair value of the identifiable net assets of the acquiree under a business combination not involving entities under common control. Goodwill is not amortised and is stated in the balance sheet at cost less accumulated impairment losses (see Note III.20). On disposal of an asset group or a set of asset groups, any attributable goodwill is written off and included in the calculation of the profit or loss on disposal. 19 Long-term deferred expenses Long-term deferred expenses are amortised using a straight-line method within the benefit period. The respective amortisation periods for such expenses are as follows: Item Amortisation period Land requisition fee 50 years Land lease prepayment 50 years Greening fee 5 - 20 years Leasehold improvement 3 - 5 years Others 3 years 123 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 20 Impairment of assets other than inventories and financial assets The carrying amounts of the following assets are reviewed at each balance sheet date based on internal and external sources of information to determine whether there is any indication of impairment: - fixed assets - construction in progress - right-of-use assets - intangible assets - bearer biological assets - investment properties measured using a cost model - long-term equity investments - goodwill - long-term deferred expenses, etc. If any indication exists, the recoverable amount of the asset is estimated. In addition, the Group estimates the recoverable amounts of goodwill and intangible assets with infinite useful lives at each year-end, irrespective of whether there is any indication of impairment. Goodwill is allocated to each asset group, or set of asset groups, that is expected to benefit from the synergies of the combination for the purpose of impairment testing. The recoverable amount of an asset (or asset group, set of asset groups) is the higher of its fair value (see Note III.21) less costs to sell and its present value of expected future cash flows. An asset group is composed of assets directly related to cash-generation and is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or asset groups. The present value of expected future cash flows of an asset is determined by discounting the future cash flows, estimated to be derived from continuing use of the asset and from its ultimate disposal, to their present value using an appropriate pre-tax discount rate. An impairment loss is recognised in profit or loss when the recoverable amount of an asset is less than its carrying amount. A provision for impairment of the asset is recognised accordingly. Impairment losses related to an asset group or a set of asset groups are allocated first to reduce the carrying amount of any goodwill allocated to the asset group or set of asset groups, and then to reduce the carrying amount of the other assets in the asset group or set of asset groups on a pro rata basis. However, such allocation would not reduce the carrying amount of an asset below the highest of its fair value less costs to sell (if measurable), its present value of expected future cash flows (if determinable) and zero. Once an impairment loss is recognised, it is not reversed in a subsequent period. 21 Fair value measurement Unless otherwise specified, the Group measures fair value as follows: Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 124 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report When measuring fair value, the Group takes into account the characteristics of the particular asset or liability (including the condition and location of the asset and restrictions, if any, on the sale or use of the asset) that market participants would consider when pricing the asset or liability at the measurement date, and uses valuation techniques that are appropriate in the circumstances and for which sufficient data and other information are available to measure fair value. Valuation techniques mainly include the market approach, the income approach and the cost approach. 22 Revenue recognition Revenue is the gross inflow of economic benefits arising in the course of the Group’s ordinary activities when the inflows result in increase in shareholders’ equity, other than increase relating to contributions from shareholders. Revenue is recognised when the Group satisfies the performance obligation in the contract by transferring the control over relevant goods or services to the customers. Where a contract has two or more performance obligations, the Group determines the stand-alone selling price at contract inception of the distinct good or service underlying each performance obligation in the contract and allocates the transaction price in proportion to those stand-alone selling prices. The Group recognises as revenue the amount of the transaction price that is allocated to each performance obligation. The stand-alone selling price is the price at which the Group would sell a promised good or service separately to a customer. If a stand-alone selling price is not directly observable, the Group considers all information that is reasonably available to the entity, maximises the use of observable inputs to estimate the stand-alone selling price. For the contract with a warranty, the Group analyses the nature of the warranty provided, if the warranty provides the customer with a distinct service in addition to the assurance that the product complies with agreed-upon specifications, the Group recognises for the promised warranty as a performance obligation. Otherwise, the Group accounts for the warranty in accordance with the requirements of CAS No.13 – Contingencies. The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. The Group recognises the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Where the contract contains a significant financing component, the Group recognises the transaction price at an amount that reflects the price that a customer would have paid for the promised goods or services if the customer had paid cash for those goods or services when (or as) they transfer to the customer. The difference between the amount of promised consideration and the cash selling price is amortised using an effective interest method over the contract term. The Group does not adjust the consideration for any effects of a significant financing component if it expects, at contract inception, that the period between when the Group transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. 125 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report The Group satisfies a performance obligation over time if one of the following criteria is met; or otherwise, a performance obligation is satisfied at a point in time: - the customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs; - the customer can control the asset created or enhanced during the Group’s performance; or - the Group’s performance does not create an asset with an alternative use to it and the Group has an enforceable right to payment for performance completed to date. For performance obligation satisfied over time, the Group recognises revenue over time by measuring the progress towards complete satisfaction of that performance obligation. When the outcome of that performance obligation cannot be measured reasonably, but the Group expects to recover the costs incurred in satisfying the performance obligation, the Group recognises revenue only to the extent of the costs incurred until such time that it can reasonably measure the outcome of the performance obligation. For performance obligation satisfied at a point in time, the Group recognises revenue at the point in time at which the customer obtains control of relevant goods or services. To determine whether a customer has obtained control of goods or services, the Group considers the following indicators: - the Group has a present right to payment for the goods or services; - the Group has transferred physical possession of the goods to the customer; - the Group has transferred the legal title of the goods or the significant risks and rewards of ownership of the goods to the customer; and - the customer has accepted the goods or services. For the sale of a product with a right of return, the Group recognises revenue when the Group obtains control of that product, in the amount of consideration to which the Group expects to be entitled in exchange for the product transferred (i.e. excluding the amount of which expected to be returned), and recognises a refund liability for the products expected to be returned. Meanwhile, an asset is recognised in the amount of carrying amount of the product expected to be returned less any expected costs to recover those products (including potential decreases in the value of returned products), and carry forward to cost in the amount of carrying amount of the transferred products less the above costs. At the end of each reporting period, the Group updates its assessment of future sales return. If there is any change, it is accounted for as a change in accounting estimate. A contract asset is the Group’s right to consideration in exchange for goods or services that it has transferred to a customer when that right is conditional on something other than the passage of time. The Group recognises loss allowances for expected credit loss on contract assets (see Note III.9(6)). Accounts receivable is the Group’s right to consideration that is unconditional (only the passage of time is required). A contract liability is the Group’s obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. The following is the description of accounting policies regarding revenue from the Group’s principal activities: The Group's sales revenue is mainly derived from dealer sales. Revenue is recognised when the Group transfers control of the related products to the customer. Based on the business contract, the Group recognised the sales revenue of these transfers when the product is confirmed and signed for acceptance by the customers. 126 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 23 Contract costs Contract costs are either the incremental costs of obtaining a contract with a customer or the costs to fulfil a contract with a customer. Incremental costs of obtaining a contract are those costs that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained e.g. an incremental sales commission. The Group recognises as an asset the incremental costs of obtaining a contract with a customer if it expects to recover those costs. Other costs of obtaining a contract are expensed when incurred. If the costs to fulfil a contract with a customer are not within the scope of inventories or other accounting standards, the Group recognises an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria: - the costs relate directly to an existing contract or to a specifically identifiable anticipated contract, including direct labour, direct materials, allocations of overheads (or similar costs), costs that are explicitly chargeable to the customer and other costs that are incurred only because the Group entered into the contract - the costs generate or enhance resources of the Group that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and - the costs are expected to be recovered. Assets recognised for the incremental costs of obtaining a contract and assets recognised for the costs to fulfil a contract (the “assets related to contract costs”) are amortised on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the assets relate and recognised in profit or loss for the current period. The Group recognises the incremental costs of obtaining a contract as an expense when incurred if the amortisation period of the asset that the entity otherwise would have recognised is one year or less. The Group recognises an impairment loss in profit or loss to the extent that the carrying amount of an asset related to contract costs exceeds: - remaining amount of consideration that the Group expects to receive in exchange for the goods or services to which the asset relates; less - the costs that relate directly to providing those goods or services that have not yet been recognised as expenses. 24 Employee benefits (1) Short-term employee benefits Employee wages or salaries, bonuses, social security contributions such as medical insurance, work injury insurance, maternity insurance and housing fund, measured at the amount incurred or accured at the applicable benchmarks and rates, are recognised as a liability as the employee provides services, with a corresponding charge to profit or loss or included in the cost of assets where appropriate. 127 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (2) Post-employment benefits – defined contribution plans Pursuant to the relevant laws and regulations of the People’s Republic of China, the Group participated in a defined contribution basic pension insurance plan in the social insurance system established and managed by government organisations. The Group makes contributions to basic pension insurance plans based on the applicable benchmarks and rates stipulated by the government. Basic pension insurance contributions payable are recognised as a liability as the employee provides services, with a corresponding charge to profit or loss or included in the cost of assets where appropriate. (3) Termination benefits When the Group terminates the employment with employees before the employment contracts expire, or provides compensation under an offer to encourage employees to accept voluntary redundancy, a provision is recognised with a corresponding expense in profit or loss at the earlier of the following dates: - When the Group cannot unilaterally withdraw the offer of termination benefits because of an employee termination plan or a curtailment proposal; - When the Group has a formal detailed restructuring plan involving the payment of termination benefits and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it. 25 Government grants Government grants are non-reciprocal transfers of monetary or non-monetary assets from the government to the Group except for capital contributions from the government in the capacity as an investor in the Group. A government grant is recognised when there is reasonable assurance that the grant will be received and that the Group will comply with the conditions attaching to the grant. If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount received or receivable. If a government grant is in the form of a transfer of a non-monetary asset, it is measured at fair value. Government grants related to assets are grants whose primary condition is that the Group qualifying for them should purchase, construct or otherwise acquire long-term assets. Government grants related to income are grants other than those related to assets. A government grant related to an asset is recognised as deferred income and amortised over the useful life of the related asset on a reasonable and systematic manner as other income or non-operating income. A grant that compensates the Company for expenses or losses to be incurred in the future is recognised as deferred income, and included in other income or non-operating income in the periods in which the expenses or losses are recognised. Or included in other income or non-operating income directly. 26 Income tax Current tax and deferred tax are recognised in profit or loss except to the extent that they relate to a business combination or items recognised directly in equity (including other comprehensive income). 128 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Current tax is the expected tax payable calculated at the applicable tax rate on taxable income for the year, plus any adjustment to tax payable in respect of previous years. At the balance sheet date, current tax assets and liabilities are offset only if the Group has a legally enforceable right to set them off and also intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax assets and deferred tax liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases, which include the deductible losses and tax credits carried forward to subsequent periods. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is not recognised for the temporary differences arising from the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting profit nor taxable profit (or deductible loss). Deferred tax is not recognised for taxable temporary differences arising from the initial recognition of goodwill. At the balance sheet date, deferred tax is measured based on the tax consequences that would follow from the expected manner of recovery or settlement of the carrying amounts of the assets and liabilities, using tax rates enacted at the balance sheet date that are expected to be applied in the period when the asset is recovered or the liability is settled. The carrying amount of a deferred tax asset is reviewed at each balance sheet date, and is reduced to the extent that it is no longer probable that the related tax benefits will be utilised. Such reduction is reversed to the extent that it becomes probable that sufficient taxable profits will be available. At the balance sheet date, deferred tax assets and deferred tax liabilities are offset if all of the following conditions are met: - the taxable entity has a legally enforceable right to offset current tax liabilities and current tax assets; - they relate to income taxes levied by the same tax authority on either: - the same taxable entity; or - different taxable entities which intend either to settle the current tax liabilities and current tax assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or deferred tax assets are expected to be settled or recovered. 27 Leases A contract is lease if the lessor conveys the right to control the use of an identified asset to lessee for a period of time in exchange for consideration. At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. 129 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: - the contract involves the use of an identified asset. An identified asset may be specified explicitly or implicitly speicied in a contrat and should be physically distinct, or capacity portion or other portion of an asset that is not physically distinct but it represents substantially all of the capacity of the asset and thereby provides the customer with the right to obtain substantially all of the ecomonic benefits from the use of the asset. If the supplier has a substantive substitution right throughout the period of use, then the asset is not identified; - the lessee has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; - the lessee has the right to direct the use of the asset. For a contract that contains more separate lease componets, the lessee and the lessor separate lease components and account for each lease component as a lease separately. For a contract that contains lease and non-lease components, the lessee and the lessor separate lease components from non-lease components. For a contract that contains lease and non-lease components, the lessee allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The lessor allocates the consideration in the contract in accordance with the accounting policy in Note III.22. (1) As a lessee The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability, any lease payments made at or before the commencement date (less any lease incentives received), any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease. The right-of-use asset is depreciated using the straight-line method. If the lessee is reasonably certain to exercise a purchase option by the end of the lease term, the right-of-use asset is depreciated over the remaining useful lives of the underlying asset. Otherwise, the right-of-use asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. Impairment losses of right-of-use assets are accounted for in accordance with the accounting policy described in Note III.20. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. A constant periodic rate is used to calculate the interest on the lease liability in each period during the lease term with a corresponding charge to profit or loss or included in the cost of assets where appropriate. Variable lease payments not included in the measurement of the lease liability is charged to profit or loss or included in the cost of assets where appropriate as incurred. 130 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Under the following circumstances after the commencement date, the Group remeasures lease liabilities based on the present value of revised lease payments: - there is a change in the amounts expected to be payable under a residual value guarantee; - there is a change in future lease payments resulting from a change in an index or a rate used to determine those payments; - there is a change in the assessment of whether the Group will exercise a purchase, extension or termination option, or there is a change in the exercise of the extension or termination option. When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Group recognises the lease payments associated with these leases in profit or loss or as the cost of the assets where appropriate using the straight-line method over the lease term. (2) As a lessor The Group determines at lease inception whether each lease is a finance lease or an operating lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset irrespective of whether the legal title to the asset is eventually transferred. An operating lease is a lease other than a finance lease. When the Group is a sub-lessor, it assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies practical expedient described above, then it classifies the sub-lease as an operating lease. Under a finance lease, at the commencement date, the Group recognises the finance lease receivable and derecognises the finance lease asset. The finance lease receivable is initially measured at an amount equal to the net investment in the lease. The net investment in the lease is measured at the aggregate of the unguaranteed residual value and the present value of the lease receivable that are not received at the commencement date, discounted using the interest rate implicit in the lease. The Group recognises finance income over the lease term, based on a pattern reflecting a constant periodic rate of return. The derecognition and impairment of the finance lease receivable are recognised in accordance with the accounting policy in Note III.9. Variable lease payments not included in the measurement of net investment in the lease are recognised as income as they are earned. Lease receipts from operating leases is recognised as income using the straight-line method over the lease term. The initial direct costs incurred in respect of the operating lease are initially capitalised and subsequently amortised in profit or loss over the lease term on the same basis as the lease income. Variable lease payments not included in lease receipts are recognised as income as they are earned. 131 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 28 Assets held for sale The Group classified a non-current asset or disposal group as held for sale when the carrying amount of a non-current asset or disposal group will be recovered through a sale transaction rather than through continuing use. A disposal group refers to a group of assets to be disposed of, by sale or otherwise, together as a whole in a single transaction and liabilities directly associated with those assets that will be transferred in the transaction. A non-current asset or disposal group is classified as held for sale when all the following criteria are met: - According to the customary practices of selling such asset or disposal group in similar transactions, the non-current asset or disposal group must be available for immediate sale in their present condition subject to terms that are usual and customary for sales of such assets or disposal groups; - Its sale is highly probable, that is, the Group has made a resolution on a sale plan and has obtained a firm purchase commitment. The sale is to be completed within one year. Non-current assets or disposal groups held for sale are stated at the lower of carrying amount and fair value (see Note III.21) less costs to sell (except financial assets (see Note III.9), deferred tax assets (see Note III.26) and investment properties subsequent measured at fair value (see Note III. 12) initially and subsequently. Any excess of the carrying amount over the fair value (see Note III.21) less costs to sell is recognised as an impairment loss in profit or loss. 29 Profit distributions Dividends or profit distributions proposed in the profit appropriation plan, which will be approved after the balance sheet date, are not recognised as a liability at the balance sheet date but are disclosed in the notes separately. 30 Related parties If a party has the power to control, jointly control or exercise significant influence over another party, or vice versa, or where two or more parties are subject to common control or joint control from another party, they are considered to be related parties. Related parties may be individuals or enterprises. Enterprises with which the Company is under common control only from the State and that have no other related party relationships are not regarded as related parties. In addition to the related parties stated above, the Company determines related parties based on the disclosure requirements of Administrative Procedures on the Information Disclosures of Listed Companies issued by the CSRC. 132 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 31 Segment reporting The Group is principally engaged in the production and sales of wine, brandy, and sparkling wine in China, France, Spain, Chile and Australia. In accordance with the Group's internal organisation structure, management requirements and internal reporting system, the Group's operation is divided into five parts: China, Spain, France, Chile and Australia. The management periodically evaluates segment results, in order to allocate resources and evaluate performances. In 2021, over 87% of revenue, more than 94% of profit and over 92% of non-current assets derived from China/are located in China. Therefore the Group does not need to disclose additional segment report information. 32 Significant accounting estimates and judgements The preparation of the financial statements requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates as well as underlying assumptions and uncertainties involved are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. (1) Significant accounting estimates Except for accounting estimates relating to depreciation and amortisation of assets such as investment properties, fixed assets, bearer biological assets and intangible assets (see Notes III. 13 and 16) and provision for impairment of various types of assets (see Notes V.3, 7, 11, 15 and 16). Other significant accounting estimates are as follows: (i) Note V. 18 - Recognition of deferred tax asset; (ii) Note VIII. - Fair value measurements of financial instruments. 33 Changes in significant accounting policies and accounting estimates (1) Description and reasons of changes in accounting policies In 2021, the Group has adopted the following newly revised accounting standards and implementation guidance and illustrative examples issued by the MOF: - CAS No.21 - Lease (Revised) (Caikuai [2018] No.35) (“the new leases standard”) - The Accounting Treatment of COVID-19-Related Rent Concessions (Caikuai [2020] No.10) and Notice of Extending the Applicable Period of ‘Accounting Treatment of COVID-19 Related Rent Concessions’ (Caikuai [2021] No.9) - CAS Bulletin No.14 (Caikuai [2021] No.1) (“Bulletin No. 14”) (a) New leases standard New leases standard has revised CAS No.21 - Leases issued by the MOF in 2006 (“previous leases standard”). The Group has applied new leases standard since 1 January 2021 and has adjusted the related accounting policies. New leases standard refines the definition of a lease. The Group assesses whether a contract is or contains a lease in accordance with the definition in new leases standard. For contracts which existed before the date of initial application, the Group has elected not to reassess whether a contract is or contains a lease at the date of initial application. 133 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report As a lessee Under previous leases standard, the Group classifies leases as operating or finance leases based on its assessment of whether the lease transfers significantly all of the risks and rewards incidental to ownership of the underlying asset to the Group. Under new leases standard, the Group no longer distinguishes between operating leases and finance leases. The Group recognises right-of-use assets and lease liabilities for all leases (except for short-term leases and leases of low-value assets which are accounted for using the practical expedient). For a contract that contains lease and non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The Group has elected to recognise the cumulative effect of adopting new leases standard as an adjustment to the opening balances of retained earnings and other related items in the financial statements in the initial year of application. Comparative information has not been restated. For leases classified as operating leases before the date of initial application, lease liabilities were measured at the present value of the remaining lease payments, discounted using the Group’s incremental borrowing rate at the date of initial application. Right-of-use assets are measured at either: - their carrying amount as if new leases standard had been applied since the commencement date, discounted using the Group’s incremental borrowing rate at the date of initial application; or The Group uses the following practical expedients to account for leases classified as operating leases before the date of initial application: - accounted for the leases for which the lease term ends within 12 months of the date of initial application as short-term leases; - applied a single discount rate to leases with similar characteristics when measuring lease liabilities; - excluded initial direct costs from measuring the right-of-use assets; - determined the lease term according to the actual implementation or other updates of options before the date of initial application if the contract contains options to extend or terminate the lease; - As an alternative to the impairment test of the right-of-use assets, the right-of-use assets shall be adjusted according to the amount of loss provision from onerous contracts included in the balance sheet in accordance with Accounting Standards for Business Enterprises No. 13 - Contingencies before the date of initial application; - No retrospective adjustment shall be made to the lease changes that occurred before the beginning of the year when the new leases standard is initially applied, and instead, the new leases standard shall be applicable for the accounting treatment based on the final arrangement of the lease changes. 134 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report For leases classified as finance leases before the date of initial application, the right-of-use asset and the lease liability are measured at the original carrying amount of the assets under finance lease and obligations under finance leases at the date of initial application. As a lessor The Group is not required to make any adjustments to the opening balances of retained earnings and other related items in the financial statements in the initial year of application and surplus for leases for which it acts as a lessor. The Group has applied new leases standard since the date of initial application. Effect of the application of new leases standard since 1 January 2021 on financial statements When measuring lease liabilities, the Group discounted lease payments using its incremental borrowing rate at 1 January 2021. The weighted-average rate applied by the Group and the Company is 4.65%. The impact of the adoption of the new leases standard on the consolidated and company balance sheets as at 1 January 2021 are summarised as follows: The Group The amounts of 31 December 2020 1 January 2021 adjustments Assets Non-current assets: Right-of-use assets - 130,293,427 130,293,427 Long-term deferred 314,465,855 273,547,599 (40,918,256) expenses Deferred tax assets 206,241,275 207,199,400 958,125 Total non-current assets 520,707,130 611,040,426 90,333,296 Total assets 520,707,130 611,040,426 90,333,296 The Group The amounts of 31 December 2020 1 January 2021 adjustments Liabilities and shareholders’ equity Current liabilities: Accounts payable 484,347,958 479,305,382 (5,042,576) Non-current liabilities due 133,311,890 140,629,742 7,317,852 within one year Total current liabilities 617,659,848 619,935,124 2,275,276 Non-current liabilities: Lease liabilities - 98,401,900 98,401,900 Deferred tax liabilities 12,022,613 12,260,894 238,281 Total non-current liabilities 12,022,613 110,662,794 98,640,181 Total liabilities 629,682,461 730,597,918 100,915,457 Shareholders’ equity: Retained earnings 8,714,091,755 8,703,509,594 (10,582,161) Total equity attributable to shareholders of the 8,714,091,755 8,703,509,594 (10,582,161) Company Total owners’ equity 8,714,091,755 8,703,509,594 (10,582,161) Total liabilities and 9,343,774,216 9,434,107,512 90,333,296 shareholders’ equity 135 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report The Company The amounts of 31 December 2020 1 January 2021 adjustments Assets Non-current assets: Right-of-use assets - 39,589,486 39,589,486 Total non-current assets - 39,589,486 39,589,486 Total assets - 39,589,486 39,589,486 Liabilities and shareholders’ equity Current liabilities: Non-current liabilities due - 2,048,380 2,048,380 within one year Total current liabilities - 2,048,380 2,048,380 Non-current liabilities: Lease liabilities - 44,072,819 44,072,819 Deferred tax liabilities - 88,555 88,555 Total non-current liabilities - 44,161,374 44,161,374 Total liabilities - 46,209,754 46,209,754 Shareholders’ equity: Retained earnings 8,567,313,551 8,560,693,283 (6,620,268) Total equity attributable to shareholders of the 8,567,313,551 8,560,693,283 (6,620,268) Company Total owners’ equity 8,567,313,551 8,560,693,283 (6,620,268) Total liabilities and 8,567,313,551 8,606,903,037 39,589,486 shareholders’ equity (b) Caikuai [2020] No.10 and Caikuai [2021] No.9 The Accounting Treatment of COVID-19 Related Rent Concessions (Caikuai [2020] No.10) provides practical expedient under certain conditions for rent concessions occurring as a direct consequence of the COVID-19 pandemic. If the company chooses to adopt the practical expedient, then there is no need to assess whether there is a lease change or reassess the lease classification. In combination of the requirements of Caikuai [2021] No.9, such practical expedient is only applicable to any reduction in lease payments due before 30 June 2022. Cumulative effects of adopting the above regulations are adjusted to the opening retained earnings or other comprehensive income for the year 2021. Comparative information is not restated. The adoption of the above regulations does not have significant effect on the financial position and financial performance of the Group. (c) Bulletin No.14 Bulletin No.14 takes effect on 26 January 2021 (implementation date). (i) “Public-private partnership” (PPP) arrangements Bulletin No.14 and the Q&A and practical examples for accounting treatment of PPP project contract social capital clarifies the features and conditions of PPP arrangements, sets out the accounting and disclosure requirements of a private entity in PPP arrangements. Item 5 of CAS Bulletin No.2 (Caikuai [2008] No.11) on “How to account for entities participating in public infrastructure construction businesses under build-operate-transfer arrangement” is repealed accordingly. 136 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report PPP arrangements which are commenced before 31 December 2020 and not completed on the implementation date and new PPP arrangements occurred during 1 January 2021 to the implementation date are subject to retrospective adjustments. Cumulative effects are adjusted to the opening retained earnings and other relevant line items in the financial statements for the year 2021. Comparative information is not restated. The adoption of Bulletin No.14 does not have significant effect on the financial position and financial performance of the Group. (ii) Benchmark interest rate reform Bulletin No.14 introduces the accounting and disclosure requirements for the modification of financial instruments and lease liabilities resulting from the benchmark interest rate reform. Transactions related to the benchmark interest rate reform that occurred before 31 December 2020 and during 1 January 2021 to the implementation date are subject to retrospective adjustments. Cumulative effects are adjusted to the opening retained earnings or other comprehensive income for the year 2021. Comparative information is not restated. The adoption of Bulletin No.14 does not have significant effect on the financial position and financial performance of the Group. IV. Taxation 1 Main types of taxes and corresponding tax rates Output VAT is calculated on product sales and taxable 13%, 9%, 6% (China), 20% (France), Value-added tax services revenue. The 21% (Spain), 19% (Chile) and 10% (VAT) basis for VAT payable is to (Australia) deduct input VAT from the output VAT for the period 10% of the price, 20% of the price and Consumption tax Based on taxable revenue RMB1,000 each ton (China) Urban maintenance and construction Based on VAT paid 7% (China) tax 25% (China), 26.5% (France, 2021), Corporate income Based on taxable profits 28% (France, 2020), 28% (Spain), tax 27% (Chile), 30% (Australia) Other than tax incentives stated in Note IV. 2, applicable tax rates of the Group in 2021 and 2020 are all stated as above. 137 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 2 Tax preferential treatments Ningxia Changyu Grape Growing Co., Ltd. (“Ningxia Growing”), a subsidiary of the Group, whose principal activity is grape growing is incorporated in Ningxia Huizu Autonomous Region. According to clause 27 of the Corporate Income Tax Law of the People’s Republic of China and clause 86 of the Implementation Rules of Enterprise Income Tax Law of the People’s Republic of China, Ningxia Growing enjoys an exemption of corporate income tax. Yantai Changyu Grape Growing Co., Ltd. (“Grape Growing”), a branch of the Company, whose principal activity is grape growing is incorporated in Zhifu District, Yantai City, Shandong Province. According to clause 27 of the Corporate Income Tax Law of the People’s Republic of China and clause 86 of the Implementation Rules of Enterprise Income Tax Law of the People’s Republic of China, Grape Growing enjoys an exemption of corporate income tax. Yantai Changyu Wine Research & Development Centre Co., Ltd. (“R&D Centre”), a branch of the Company, is an enterprise engaged in grape growing in the Economic and Technological Development Zone of Yantai City, Shandong Province. Pursuant to Article 27 of the Enterprise Income Tax Law of the People’s Republic of China and Article 86 of the Implementation Regulations of the Enterprise Income Tax Law of the People’s Republic of China, R&D Centre enjoys the preferential policy of exemption of enterprise income tax on income from grape growing. Beijing Changyu AFIP Agriculture Development Co., Ltd (“Agriculture Development”), a subsidiary of the Group, whose principal activity is grape growing is incorporated in Miyun, Beijing. According to clause 27 of the Corporate Income Tax Law of the People’s Republic of China and clause 86 of the Implementation Rules of Enterprise Income Tax Law of the People’s Republic of China, Agriculture Development enjoys an exemption of corporate income tax. Xinjiang Tianzhu Wine Co., Ltd. (“Xinjiang Tianzhu”), a subsidiary of the Company, is an enterprise of wine production and sales incorporated in Shihezi city, Xinjiang Weizu Autonomous. In accordance with relevant provisions of the Announcement on Continuation of CIT Policies for Large-scale Development in the Western Region (Announcement [2020] No.23 of the Ministry of Finance), Ningxia Chateau Changyu Moser is entitled to preferential tax policies. Therefore, during the period from 1 January 2021 to 31 December 2030, its corporate income tax shall be levied at a reduced tax rate of 15%. Xinjiang Chateau Changyu Baron Balboa Co., Ltd. (“Chateau Shihezi”), a subsidiary of the Company, is an enterprise of wine production and sales incorporated in Shihezi city, Xinjiang Weizu Autonomous. In accordance with relevant provisions of the Announcement on Continuation of CIT Policies for Large-scale Development in the Western Region (Announcement [2020] No.23 of the Ministry of Finance), Ningxia Chateau Changyu Moser is entitled to preferential tax policies. Therefore, during the period from 1 January 2021 to 31 December 2030, its corporate income tax shall be levied at a reduced tax rate of 15%. 138 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Ningxia Chateau Changyu Moser XV Co., Ltd. (“Chateau Ningxia”), a subsidiary of the Company, is an enterprise engaged in wine production and sales, incorporated in Shihezi City, Xinjiang Uygur Autonomous Region. In accordance with relevant provisions of the Announcement on Continuation of CIT Policies for Large-scale Development in the Western Region (Announcement [2020] No.23 of the Ministry of Finance), Ningxia Chateau Changyu Moser is entitled to preferential tax policies. Therefore, during the period from 1 January 2021 to 31 December 2030, its corporate income tax shall be levied at a reduced tax rate of 15%. Changyu (Ningxia) Wine Co., Ltd. (“Ningxia Wine”), a subsidiary of the Company, is an enterprise engaged in wine production and sales, incorporated in Shihezi City, Xinjiang Uygur Autonomous Region. In accordance with relevant provisions of the Announcement on Continuation of CIT Policies for Large-scale Development in the Western Region (Announcement [2020] No.23 of the Ministry of Finance), Changyu (Ningxia) Wine is entitled to preferential tax policies. Therefore, during the period from 1 January 2021 to 31 December 2030, its corporate income tax shall be levied at a reduced tax rate of 15%. Pursuant to the Announcement on Tax Policies to Support Prevention and Control of Covid-19 Pandemic (Announcement [2020] No.8 of the Ministry of Finance and the State Administration of Taxation), from 1 January 2020, income derived by taxpayers from provision of public transportation services and living services, as well as express delivery services involving residents' necessities, shall be exempted from VAT. Furthermore, according to the Announcement on Continued Implementation of Some Preferential Tax/Fee Policies for Responding to the COVID-19 Pandemic (Announcement [2021] No. 7 of the Ministry of Finance and the State Administration of Taxation), the above tax preferential tax policy is extended to 31 March 2021. The Company has certain subsidiaries, such as Yantai Zhangyu Wine Culture Museum Co., Ltd. ("the Museum"), which provides catering, accommodation, tourism and other living services, so, the income obtained from the provision of such living services shall be exempted from VAT, from 1 January 2020 to 31 March 2021. Xinjiang Changyu Sales Co., Ltd. Vermouth Tasting Centre Branch (“Xinjiang Vermouth Tasting Centre”), a subsidiary of the Company, is an enterprise engaged in large-scale restaurant services, located in Shihezi City, Xinjiang Uygur Autonomous Region. According to the Announcement on Value-added Tax Policies for Supporting Individual Businesses in Resumption of Business (Announcement [2020] No.13 of the Ministry of Finance and the State Taxation Administration) and the Announcement on Continued Implementation of Some Preferential Tax/Fee Policies for Responding to the COVID-19 Pandemic (Announcement [2021] No. 7 of the Ministry of Finance State Taxation Administration), Xinjiang Vermouth Tasting Centre, qualified as a small-scale VAT taxpayer, is entitled to pay VAT at the reduced levy rate of 1% for the year ended 31 December 2021. Based on the Notice of the Department of Finance of Shaanxi Province and the Shaanxi Provincial Taxation Bureau under the State Taxation Administration on Matters Concerning the Relief and Exemption of Urban Land Use Tax and Real Estate Tax in Fighting the Epidemic (Shaan Cai Shui [2020] No.4), the Department of Finance and the Taxation Bureau shall approve the application for tax relief and exemption submitted by taxpayers who have difficulties to pay urban land use tax and real estate tax owing to the suspension of production and business for more than 30 days (inclusive) arising from the epidemic. Shaanxi Chateau Changyu Rena Co., Ltd. and Changyu (Jingyang) Wine Co., Ltd., two subsidiaries of the Company, meet the application requirements and will be exempted from real estate tax and urban land use tax in the first quarter of 2020. 139 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Pursuant to the Notice of the Taxation Bureau in Ningxia Hui Autonomous Region under the State Taxation Administration and the Department of Finance in Ningxia Hui Autonomous Region on Implementing the Policies of Real Estate Tax and Urban Land Use Tax by the People’s Government in Autonomous Region in response to the impact from Covid-19 Epidemic (Ning Shui Han [2020] No.19), the Taxation Bureau shall approve the application for tax relief submitted by enterprises that have difficulties to pay real estate tax and urban land use tax owing to the epidemic. Shaanxi Chateau Changyu Rena Co., Ltd. and Changyu (Ningxia) Wine Co., Ltd., two subsidiaries of the Company, meet the application requirements and will be exempted from real estate tax and urban land use tax for five months in 2020. V. Notes to the consolidated financial statements 1 Cash at bank and on hand Item 2021 2020 Cash on hand 71,486 19,637 Bank deposits 1,558,134,072 1,128,882,937 Other monetary funds 8,890,435 65,312,355 Total 1,567,095,993 1,194,214,929 Including: Total overseas deposits 28,691,521 47,674,019 As at 31 December 2021, the balance of restricted cash of the Group is as follows: Item 2021 2020 House maintenance funds 2,678,529 2,684,407 As at 31 December 2021, the Group’s term deposits with previous maturity of more than three months is RMB53,200,000 with interest rate 1.75% - 2.25% (31 December 2020: RMB73,553,062). As at 31 December 2021, the Group’s other monetary assets is as follows: Item 2021 2020 Yantai Changyu Pioneer Wine Company Limited Research and Development Co., Ltd. (“R&D - 20,000,000 Centre”) pledged deposit for long-term payables Deposits for letters of credit 7,900,850 44,540,850 Alipay account balance 859,558 761,505 Deposit for ICBC platform 10,000 10,000 Deposits for the customs 120,027 - Total 8,890,435 65,312,355 As at 31 December 2021, the Group did not have any special interest arrangements such as the establishment of joint fund management accounts with related parties. 140 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 2 Bills receivable Classification of bills receivable Item 2021 2020 Bank acceptance bills 42,827,666 - Total 42,827,666 - All of the above bills are due within one year. 3 Accounts receivable (1) Accounts receivable by customer type are as follows: Type 31 December 2021 31 December 2020 Amounts due from related parties 287,788 2,268,311 Amounts due from other customers 310,982,372 193,911,657 Sub-total 311,270,160 196,179,968 Less: Provision for bad and doubtful debts (20,263,750) (12,326,606) Total 291,006,410 183,853,362 As at 31 December 2021, ownership restricted accounts receivable is RMB49,061,015 (31 December 2020: RMB28,557,991), referring to Note V. 52. (2) The ageing analysis of accounts receivable is as follows: Ageing 2021 2020 Within 1 year (inclusive) 302,602,474 190,047,491 Over 1 year but within 2 years (inclusive) 6,450,290 5,581,750 Over 2 years but within 3 years (inclusive) 1,830,913 366,053 Over 3 years 386,483 184,674 Sub-total 311,270,160 196,179,968 Less: Provision for bad and doubtful debts (20,263,750) (12,326,606) Total 291,006,410 183,853,362 The ageing is counted starting from the date when accounts receivable are recognised. (3) Accounts receivable by provisioning method At all times the Group measures the impairment loss for accounts receivable at an amount equal to lifetime ECLs, and the ECLs are based on the number of overdue days and the loss given default. According to the historical experience of the Group, there are no significant differences in the losses of different customer groups. Therefore, different customer groups are not further distinguished when calculating impairment loss based on the overdue information. 141 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 2021 Carrying amount at Impairment loss at Loss given default the end of the year the end of the year Current 0.4% 266,055,047 951,403 Overdue for 1 to 30 days 3.3% 13,013,133 434,869 Overdue for 31 to 60 days 10.9% 8,115,584 886,023 Overdue for 61 to 90 days 23.9% 2,554,438 610,844 Overdue for 91 to 120 days 28.9% 531,696 153,780 Overdue for 121 to 150 days 40.0% 627,641 251,314 Overdue for 151 to 180 days 41.8% 1,670,068 698,131 Overdue for 181 to 210 days 50.0% 1,129,949 565,460 Overdue for 211 to 240 days 65.6% 1,415,345 928,263 Overdue for 241 to 270 days 65.7% 3,439,721 2,261,159 Overdue for 271 to 300 days 85.4% 1,340,055 1,145,021 Overdue for 301 to 330 days 100.0% 638,848 638,848 Overdue for 331 to 360 days 100.0% 244,178 244,178 Overdue for 360 days 100.0% 10,494,457 10,494,457 Total 6.5% 311,270,160 20,263,750 2020 Carrying amount at Impairment loss at Loss given default the end of the year the end of the year Current 0.4% 146,425,314 650,298 Overdue for 1 to 30 days 3.4% 14,631,174 495,839 Overdue for 31 to 60 days 6.4% 6,678,504 424,266 Overdue for 61 to 90 days 10.3% 5,582,357 574,675 Overdue for 91 to 120 days 12.9% 2,054,400 265,530 Overdue for 121 to 150 days 15.6% 2,769,171 431,319 Overdue for 151 to 180 days 21.7% 3,970,361 859,903 Overdue for 181 to 210 days 30.3% 1,417,385 429,287 Overdue for 211 to 240 days 32.0% 5,413,890 1,731,246 Overdue for 241 to 270 days 35.7% 993,299 354,988 Overdue for 271 to 300 days 54.6% 111,636 60,963 Overdue for 301 to 330 days 88.7% 748,270 664,085 Overdue for 331 to 360 days 100.0% 323,563 323,563 Overdue for 360 days 100.0% 5,060,644 5,060,644 Total 6.3% 196,179,968 12,326,606 The loss given default is measured based on the actual credit loss experience in the past 12 months, and is adjusted taking into consideration the differences among the economic conditions during the historical data collection period, the current economic conditions and the economic conditions during the expected lifetime. 142 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (4) Movements of provisions for bad and doubtful debts: 2021 2020 Balance at the beginning of the year after (12,326,606) (16,674,915) adjustment Charge for the year (17,855,222) (11,591,483) Recoveries or reversals during the year 9,918,078 15,939,792 Balance at the end of the year (20,263,750) (12,326,606) (5) Five largest accounts receivable by debtor at the end of the year: Ending balance Percentage of Relationship with Balance at the of provision for Name Ageing ending balance the Group end of the year bad and doubtful of others (%) debts Debtor One Third party 101,943,773 Within 1 year 32.8% 364,547 Debtor Two Third party 8,935,591 Within 1 year 2.9% 162,166 Debtor Three Third party 8,589,195 Within 1 year 2.8% 2,381,463 Debtor Four Third party 7,028,678 Within 1 year 2.3% 148,535 Over 1 year but Debtor Five Third party 6,161,123 2.0% 6,082,785 within 2 years Total 132,658,360 42.8% 9,139,496 4 Receivables under financing Item Note 2021 2020 Bills receivable (1) 364,457,497 338,090,187 (1) The pledged bills receivable of the Group at the end of the year: As at 31 December 2021, there was no pledged bills receivable (31 December 2020: Nil). (2) Outstanding derecognised endorsed bills that have not matured at the end of the year: Amount Item derecognised at year end Bank acceptance bills 449,373,119 Total 449,373,119 As at 31 December 2021, derecognised bills endorsed by the Group to other parties which are not yet due at the end of the period is RMB449,373,119 (31 December 2020: RMB260,721,441). The notes are used for payment to suppliers and constructions. The Group believes that due to good reputation of bank, the risk of notes not accepting by bank on maturity is very low, therefore derecognise the note receivables endorsed. If the bank is unable to pay the notes on maturity, according to the relevant laws and regulations of China, the Group would undertake limited liability for the notes. 143 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 5 Prepayments (1) Prepayments by category: Item 2021 2020 Prepayments 75,235,879 71,296,416 Total 75,235,879 71,296,416 (2) The ageing analysis of prepayments is as follows: 2021 2020 Ageing Percentage Percentage Amount Amount (%) (%) Within 1 year (inclusive) 75,207,094 99.9% 70,977,636 99.6% Over 1 year but within 2 years 28,785 0.1% 318,780 0.4% (inclusive) Total 75,235,879 100.0% 71,296,416 100.0% The ageing is counted starting from the date when prepayments are recognised. (3) Five largest prepayments by debtor at the end of the year: Ending balance Percentage of Nature of the Balance at the of provision for Name Ageing ending balance receivable end of the year bad and doubtful of others (%) debts Debtor One Prepayments 27,057,504 Within 1 year 36.0% - Debtor Two Prepayments 23,934,593 Within 1 year 31.8% - Debtor Three Prepayments 5,813,616 Within 1 year 7.7% - Debtor Four Prepayments 2,311,027 Within 1 year 3.1% - Debtor Five Prepayments 1,743,620 Within 1 year 2.3% - Total 60,860,360 80.9% - 6 Other receivables 31 December 2021 31 December 2020 Others 30,125,270 22,428,956 Total 30,125,270 22,428,956 144 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (1) Interest receivable (a) Others by customer type: Customer type 31 December 2021 31 December 2020 Amounts due from related parties 341,880 522,936 Amounts due from other companies 29,783,390 21,906,020 Sub-total 30,125,270 22,428,956 Less: Provision for bad and doubtful debts - - Total 30,125,270 22,428,956 (b) The ageing analysis is as follows: Ageing 2021 2020 Within 1 year (inclusive) 27,191,986 10,738,225 Over 1 year but within 2 years (inclusive) 70,480 3,927,625 Over 2 years but within 3 years (inclusive) 190,857 787,908 Over 3 years 2,671,947 6,975,198 Sub-total 30,125,270 22,428,956 Less: Provision for bad and doubtful debts - - Total 30,125,270 22,428,956 The ageing is counted starting from the date when other receivables are recognised. (c) Movements of provisions for bad and doubtful debts As at 31 December 2021, no bad and doubtful debt provision was made for other receivables (31 December 2020: Nil). As at 31 December 2021, the Group has no other receivables written off (31 December 2020: Nil). (d) Others categorised by nature Nature of other receivables 2021 2020 Deposit 4,568,157 10,287,959 Refund of consumption tax and VAT 7,204,557 8,254,195 Petty cash receivable 252,481 124,878 Land purchases and reserves receivable 11,550,000 Others 6,550,075 3,761,924 Sub-total 30,125,270 22,428,956 Less: Provision for bad and doubtful debts - - Total 30,125,270 22,428,956 145 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (e) Five largest others-by debtor at the end of the year Ending balance Percentage of Nature of the Balance at the of provision for Name Ageing ending balance receivable end of the year bad and doubtful of others (%) debts Land purchases Debtor One and reserves 11,550,000 Within 1 year 38.3% - receivable Debtor Two Refund of VAT 5,995,042 Within 1 year 19.9% - Debtor Three Refund of VAT 1,209,515 Within 1 year 4.0% - Over 1 year but Debtor Four Deposits 675,000 2.2% - within 2 years Debtor Five Insurance 602,705 Within 1 year 2.0% - Total 20,032,262 66.4% - 7 Inventories (1) Inventories by category: 2021 2020 Provision for Provision for Item Carrying Carrying Book value impairment of Book value impairment of amount amount inventories inventories Raw materials 245,114,403 - 245,114,403 70,165,666 - 70,165,666 Work in progress 1,937,081,109 - 1,937,081,109 2,236,815,423 - 2,236,815,423 Finished goods 634,212,222 (13,785,214) 620,427,008 653,042,196 (14,474,634) 638,567,562 Total 2,816,407,734 (13,785,214) 2,802,622,520 2,960,023,285 (14,474,634) 2,945,548,651 (2) Provision for impairment of inventories: Increase during Decrease during Item Opening balance the year the year Closing balance Recognised Reversal Finished goods 14,474,634 13,785,214 (14,474,634) 13,785,214 8 Other current assets Item 2021 2020 Prepaid income taxes 16,697,663 16,087,815 Input tax to be credited 198,516,812 215,812,506 Deferred expenses 1,938,126 2,218,394 Total 217,152,601 234,118,715 146 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 9 Long-term equity investments (1) Long-term equity investments by category: Item 2021 2020 Investments in joint ventures 39,652,834 42,019,654 Investments in associates 6,843,676 6,243,853 Sub-total 46,496,510 48,263,507 Less: Provision for impairment - - Total 46,496,510 48,263,507 (2) Movements of long-term equity investments during the year are as follows: Movements during the year 2021 Losses from Balance at the 2021 Shareholding Investee Increase in investments beginning of the Closing balance percentage capital under year equity-method Joint ventures SAS L&M Holdings (“L&M 42,019,654 - (2,366,820) 39,652,834 55% Holdings”) Associates WEMISS (Shanghai) Enterprise Development Co., 2,743,890 - (377,079) 2,366,811 30% Ltd (“WEMISS Shanghai”) Yantai Santai Real Estate 3,499,963 - 19,693 3,519,656 35% Development Co., Ltd Chengdu Yufeng Brand 518,000 (36,528) 481,472 10% Management Co., Ltd. (Note) Yantai Guolong Wine Industry 500,000 (24,263) 475,737 10% Co., Ltd. (Note) Sub-total 6,243,853 1,018,000 (418,177) 6,843,676 Total 48,263,507 1,018,000 (2,784,997) 46,496,510 Note: The Group has appointed one director to each of these investees. 10 Investment properties Buildings and plants Cost Balance as at 31 December 2020 and 31 December 2021 70,954,045 Accumulated depreciation 31 December 2020 (43,896,315) Charge for the year (2,555,472) 31 December 2021 (46,451,787) Carrying amount 31 December 2021 24,502,258 31 December 2020 27,057,730 147 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 11 Fixed assets (1) Fixed assets Machinery & Item Plant & buildings Motor vehicles Total equipment Cost 31 December 2020 5,136,758,695 2,787,309,487 27,566,592 7,951,634,774 Additions during the year - Purchases 42,575,416 73,522,777 1,308,231 117,406,424 - Transfers from construction 115,583,725 6,463,487 - 122,047,212 in progress Decrease during the year - - - - Disposals or written-offs during - (46,386,188) (1,692,947) (48,079,135) the year 31 December 2021 5,294,917,836 2,820,909,563 27,181,876 8,143,009,275 Accumulated depreciation 31 December 2020 (892,581,856) (1,294,646,448) (21,992,597) (2,209,220,901) Charge for the year (125,310,315) (141,287,142) (2,001,135) (268,598,592) Disposals or written-offs during - 38,769,695 1,385,864 40,155,559 the year 31 December 2021 (1,017,892,171) (1,397,163,895) (22,607,868) (2,437,663,934) Provision for impairment 31 December 2020 - (17,478,027) - (17,478,027) Charge for the year - - - - 31 December 2021 - (17,478,027) - (17,478,027) Carrying amount 31 December 2021 4,277,025,665 1,406,267,641 4,574,008 5,687,867,314 31 December 2020 4,244,176,839 1,475,185,012 5,573,995 5,724,935,846 As at 31 December 2021, ownership restricted net value of fixed assets is RMB313,012,605 (31 December 2020: RMB333,748,819), referring to Note V. 52. (2) Fixed assets leased out under operating leases Accumulated Provision for Item Cost Carrying amount depreciation impairment Buildings 47,821,026 (17,759,826) - 30,061,200 Machinery equipment 73,592,531 (55,620,641) (17,478,027) 493,863 Motor vehicles 3,344,518 (3,185,307) - 159,211 Total 124,758,075 (76,565,774) (17,478,027) 30,714,274 (3) Fixed assets leased out under operating leases Carrying amount at Item the end of the year Machinery equipment 8,627 148 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (4) Fixed assets pending certificates of ownership Reason why the Item Carrying amount certificates are pending Dormitories, main building and reception 276,574,493 Processing building of Changan Chateau European town, main building and service 170,296,377 Processing building of Chateau Beijing Fermentation shop and warehouse of Xinjiang 15,835,763 Processing Tianzhu Office and packaging shop of Golden Icewine 9,073,335 Processing Valley Fermentation shop of Zhangyu (Jingyang) 5,101,910 Processing Office, experiment building and workshop of 3,147,779 Processing Fermentation Centre Finished goods warehouse and workshop of 2,124,816 Processing Kylin Packaging Others 284,591 Processing The buildings without property certificate above have no significant impact on the Group’s management. 12 Construction in progress (1) Construction in progress 2021 2020 Project Provision for Carrying Provision for Carrying Book value Book value impairment amount impairment amount R&D Centre (“Changyu 577,328,351 - 577,328,351 589,010,299 - 589,010,299 Wine Complex”) Project Ningxia Chateau 2,835,598 - 2,835,598 420,440 - 420,440 Construction Project Sales Company - - - 738,462 - 738,462 Construction Project Changan Chateau 1,245,742 - 1,245,742 7,626,393 - 7,626,393 Construction Project Shihezi Chateau 1,028,512 - 1,028,512 5,000 - 5,000 Construction Project Other Companies’ 7,733,896 - 7,733,896 37,694,558 - 37,694,558 Construction Project Total 590,172,099 - 590,172,099 635,495,152 - 635,495,152 149 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (2) Movements of major construction projects in progress during the year Percentage Attributable to: Interest Accumulated Budget Opening Additions Transfers to Other transfers Closing of actual Interest rate for Sources of Item capitalised (RMB million) balance during the year fixed assets out balance cost to capitalised for capitalisation funding interest budget (%) the year in 2020 (%) Loans from financial Changyu Wine Complex 4,506 589,010,299 102,663,881 (114,345,829) - 577,328,351 82.2% 17,155,308 945,185 1.2%and4.3% institutions and self-raised Ningxia Chateau Construction Project 428 420,440 2,415,158 - - 2,835,598 100.0% Self-raised Changan Chateau Construction 698 7,626,393 6,419,524 (3,197,455) (9,602,720) 1,245,742 100.0% Self-raised Project Shihezi Chateau Construction Project 780 5,000 2,662,193 (1,638,681) - 1,028,512 96.7% Self-raised 150 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 13 Bearer biological assets Bearer biological assets are vines, which measured in cost method. Immature Mature biological Item Total biological assets assets Original book value 31 December 2020 7,607,557 248,758,101 256,365,658 Additions during the year - Increase in cultivated 17,215,775 - 17,215,775 - Transferred to mature (6,913,350) 6,913,350 - Decrease during the year - (3,317,500) (3,317,500) 31 December 2021 17,909,982 252,353,951 270,263,933 Accumulated amortisation 31 December 2020 - (64,192,122) (64,192,122) Charge for the year - (13,721,424) (13,721,424) Decrease during the year - 1,362,555 1,362,555 31 December 2021 - (76,550,991) (76,550,991) Carrying amount 31 December 2021 17,909,982 175,802,960 193,712,942 31 December 2020 7,607,557 184,565,979 192,173,536 As at 31 December 2021, there is no biological asset with ownership restricted (31 December 2020: Nil). As at 31 December 2021, no provision for impairment of biological asset of the Group was recognised as there is no any indication exists (31 December 20120: Nil). 14 Leases (1) As a lessee Right-of-use assets Item Plant&buildings Lands Others Total Cost Balance at the beginning of 42,159,688 132,140,502 1,697,986 175,998,176 the year Additions during the year 15,209,132 5,839,907 - 21,049,039 Balance at the end of the year 57,368,820 137,980,409 1,697,986 197,047,215 Accumulated depreciation Balance at the beginning of (7,201,147) (38,164,005) (339,597) (45,704,749) the year Charge for the year (10,697,382) (5,736,448) (339,597) (16,773,427) Balance at the end of the year (17,898,529) (43,900,453) (679,194) (62,478,176) Carrying amounts At the end of the year 39,470,291 94,079,956 1,018,792 134,569,039 At the beginning of the year 34,958,541 93,976,497 1,358,389 130,293,427 151 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Lease liabilities Item Note 31 December 2021 1 January 2021 Long-term lease liabilities 116,156,677 105,719,752 Less: lease liabilities due within V,27 14,345,089 7,317,852 one year Total 101,811,588 98,401,900 (2) As a lessor Operating lease Item 2021 Lease income 2,015,486 15 Intangible assets Item Land use rights Software licenses Trademarks Total Original book value 31 December 2020 532,069,913 98,975,807 189,269,287 820,315,007 Additions during the year - Purchase 1,796,701 1,688,892 222,331 3,707,924 - Transfers from construction (33,299,900) - - (33,299,900) in progress 31 December 2021 500,566,714 100,664,699 189,491,618 790,723,031 Accumulated amortisation 31 December 2020 (100,498,469) (44,325,044) (14,502,429) (159,325,942) Additions during the year - Charge for the year (10,508,435) (9,200,894) (205,640) (19,914,969) Decrease during the year 6,384,759 - - 6,384,759 31 December 2021 (104,622,145) (53,525,938) (14,708,069) (172,856,152) Carrying amount 31 December 2021 395,944,569 47,138,761 174,783,549 617,866,879 31 December 2020 431,571,444 54,650,763 174,766,858 660,989,065 As at 31 December 2021, the Group has land use right with infinite useful lives of RMB32,640,119 (31 December 2020: RMB30,746,186), representing the freehold land held by Chile Indomita Wine Group and Australia Kilikanoon Estate under relevant Chile and Australia laws, on which the amortisation is not required. 152 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report As at 31 December 2021, the Group has trademark with infinite useful lives of RMB155,355,846 (31 December 2020: RMB154,901,004), which is held by Chile Indomita Wine Group and Australia Kilikanoon Estate. The recoverable amount of the trademark is determined according to the present value of the expected future cash flows generated from the asset group to which the single assets of trademark right belongs. The management prepares the cash flow projection for future 5 years (the “projecting period”) based on the latest financial budget assumption, and estimates the cash flows after the future 5 years (the “subsequent period”). The pretax discount rates used in the cash flow projections are 11.0% and 12.8%, respectively. A key assumption in the estimate of future cash flows is the revenue growth rate in the projecting period. Such revenue growth rate is determined based on the industry and the expected growth rate of Chile Indomita Wine Group and Australia Kilikanoon Estate. The Group recognises the trademark with infinite useful lives as intangible assets, the impairment assessment of which is made at the end of each reporting year. The management believes that any reasonable change of the above assumptions will not result in the total book value of the asset group to which the single assets of trademark right belongs exceeding its recoverable amount. According to the result of impairment assessment, by the end of 31 December 2021, the management believes there is no impairment loss on those trademarks with infinite useful lives of the Group. As at 31 December 2021, ownership restricted net value of intangible assets is RMB201,345,477 (31 December 2020: RMB206,920,456), referring to Note V. 52. 16 Goodwill (1) Changes in goodwill Name of investee or events from 31 December Additions during Disposals during 31 December Note which goodwill arose 2020 the year the year 2021 Original book value Etablissements Roullet Fransac (a) 13,112,525 - - 13,112,525 (“Roullet Fransac”) Dicot Partners, S.L (“Dicot”) (a) 92,391,901 - - 92,391,901 Chile Indomita Wine Group (a) 6,870,115 - - 6,870,115 Australia Kilikanoon Estate (a) 37,063,130 - - 37,063,130 Sub-total 149,437,671 - - 149,437,671 Impairment provision (16,499,459) (20,563,671) - (37,063,130) Carrying amount 132,938,212 (20,563,671) - 112,374,541 (a) The Group acquired Fransac Sales, Dicot and Mirefleurs, Chile Indomita Wine Group and Australia Kilikanoon Estate in December 2013, September 2015, July 2017 and January 2018 respectively, resulting in respective goodwill amounting to RMB13,112,525, RMB92,391,901, RMB 6,870,115 and RMB37,063,130. The goodwill had been allocated to corresponding asset groups for impairment testing. 153 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (2) Provision for impairment of goodwill The Group has allocated the above goodwill to relevant asset groups for impairment testing. The recoverable amount of the asset group is determined according to the present value of the expected future cash flows. The management prepares the cash flow projection for future 5 years (the “projecting period”) based on the latest financial budget assumption, and estimates the cash flows after the future 5 years (the “subsequent period”). The pretax discount rate used in calculating the recoverable amounts of Fransac Sales, Dicot, Mirefleurs, Indomita Wine and Australia Kilikanoon Estate are 12.1%, 11.2%, 11.0% and 12.8%, respectively (2020: 12.6%, 11.2%, 11.5% and 12.8%). The key assumption is the growth rate of annual revenue growth rate of relevant subsidiaries, which is computed based on the expected growth rate of each subsidiary and long-term average growth rates of relevant industries. Other relevant key assumption is budget gross profit margin, which is determined based on the historical performance of each subsidiary and its expectations for market development. According to the results of the impairment test, the Group found that the recoverable amount of the asset group including goodwill of Australia Kilikanoon Estate is lower than its book value. Therefore, on 31 December 2021, the provision for impairment of goodwill was RMB37,063,130. The impairment loss amounting to RMB20,563,671 was recognised in asset impairment loss in 2021. 17 Long-term deferred expenses Adjustments Additions Written back 31 December at the 1 January Amortisation 31 December Item during the during the 2020 beginning of 2021 for the year 2021 year year the period Land lease prepayment 40,918,256 (40,918,256) - - - - - Land requisition fee 48,601,667 - 48,601,667 - (1,778,943) - 46,822,724 Greening fee 138,185,253 - 138,185,253 211,223 (8,748,458) (1,961,912) 127,686,106 Leasehold improvement 80,446,179 - 80,446,179 32,052,432 (8,218,980) - 104,279,631 Others 6,314,500 - 6,314,500 - (509,798) - 5,804,702 Total 314,465,855 (40,918,256) 273,547,599 32,263,655 (19,256,179) (1,961,912) 284,593,163 18 Deferred tax assets and deferred tax liabilities (1) Deferred tax assets and liabilities 31 December 2021 31 December 2020 Deductible or Deductible or Deferred tax Deferred tax Item taxable taxable assets/ assets/ temporary temporary (liabilities) (liabilities) differences differences Deferred tax assets: Provision for impairment of assets 51,526,991 11,522,575 44,279,268 9,732,098 Unrealised profits of intra-group 481,484,528 120,371,131 313,043,226 78,260,807 transactions Unpaid bonus 150,325,085 37,581,271 147,824,610 36,956,152 Termination benefits 14,132,191 3,533,048 16,274,352 4,068,588 Deductible tax losses 266,833,106 63,160,456 268,074,301 65,844,999 Deferred income 41,295,338 8,642,716 52,653,609 11,378,631 Others 1,598,132 399,534 - - Sub-total 1,007,195,371 245,210,731 842,149,366 206,241,275 Deferred tax liabilities: Revaluation due to business combinations involving entities 46,411,478 11,300,970 49,156,771 12,022,613 not under common control Others 2,012,000 503,000 - - Sub-total 48,423,478 11,803,970 49,156,771 12,022,613 154 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (2) Details of unrecognised deferred tax assets Item 2021 2020 Deductible tax losses 234,250,359 187,130,828 (3) Expiration of deductible tax losses for unrecognised deferred tax assets Year 2021 2020 2021 - 25,008,263 2022 21,367,869 21,367,869 2023 22,801,737 22,801,737 2024 42,088,453 42,088,453 2025 75,794,409 75,864,506 2026 72,197,891 - Total 234,250,359 187,130,828 19 Other non-current assets Item 2021 2020 Royalty 144,120,442 170,370,147 Pursuant to a royalty agreement dated 18 May 1997, starting from 18 September 1997, the Company may use certain trademarks of Changyu Group Company, which have been registered with the PRC Trademark Office. An annual royalty fee at 2% of the Group’s annual sales is payable to Changyu Group. The license is effective until the expiry of the registration of the trademarks. According to the above royalty agreement, Changyu Group collected a total of RMB576,507,809 for royalty from 2013 to 2019, of which 51% was used to promote trademarks such as Changyu and the product of this contract, totalling RMB294,018,093. The amount is used for promotion of Changyu and other trademarks and the products of this contract, totalling RMB62,250,368, the difference is RMB231,768,615 (including tax). On 18 May 2019, the general meeting of shareholders approved the proposal of the amendment to the royalty agreement. Article 6.1 of the royalty agreement with Changyu Group was amended to: During the validity period of this contract, the Group pays Changyu Group royalty on an annual basis. The royalty is calculated based on 0.98% of the sales volume of the Group ‘s contract products using this trademark. The article is amended to: The royalty paid to the Changyu Group by the Group shall not be used to promote this trademark and the contract products. Changyu Group promised to offset the difference of RMB231,768,615 above with the royalty for four years, i.e. from 2019 to 2022.If it is not sufficient for deduction, the rest will be repaid in a one-off manner in 2023. If there is surplus, the surplus part of the royalty will be charged from the year when the surplus occurs. As the amount is a long-term prerpayment, the Company recognises the amount as other non-current assets and meanwhile offset the sales fee, i.e. royalty. As at 31 December 2021, the Group’s royalty in 2021 was RMB26,249,705 (VAT included). When the difference is deducted by the above-mentioned amount, the balance of royalty due from Changyu Group was RMB144,120,442. 155 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 20 Short-term loans Short-term loans by category: Item 2021 2020 Unsecured loans 478,331,156 619,149,908 Mortgaged loans 118,469,193 55,724,891 Guaranteed loans 25,266,108 14,215,916 Total 622,066,457 689,090,715 As at 31 December 2021, details of short-term borrowings were as follows: Interest rate at the Exchange Amount Nature of Interest rate Amount end of the year rate interest rate RMB % % 1 year Credit loans (RMB) 150,000,000 1.0000 150,000,000 Floating 3.35% LPR-0.005 Annual benchmark Credit loans (RMB) 300,000,000 1.0000 300,000,000 Floating 3.35% interest rate Credit loans (USD) 4,490,000 6.3098 28,331,156 Fixed 1.48% 1.48% Mortgaged loans 6,795,437 7.2197 49,061,015 Fixed 0.35% - 0.9% 0.35% - 0.9% (EUR) Mortgaged loans 11,000,000 6.3098 69,408,178 Fixed 1.12% - 1.55% 1.12% - 1.55% (USD) Guaranteed loans 5,466,488 4.6220 25,266,108 Fixed 2.50% 2.50% (AUD) Total 622,066,457 As at 31 December 2021, mortgaged loans (EUR) were Hacienda y Viedos Marques del Atrio, S.L.U (“ Atrio “) factoring of accounts receivable from banks including Banco de Sabadell, S.A. of EUR6,795,437 (equivalent of RMB49,061,015) (31 December 2020: EUR3,558,629, equivalent of RMB28,557,993. On 31 December 2021, Chile Indomita Wine Group pledged its fixed assets to Banco Scotiabank to borrow USD11,000,000 (equivalent to RMB69,408,178) (31 December 2020: USD4,000,000, equivalent to RMB26,162,960). On 31 December 2021, the secured loan represented the secured loan of Australia Kilikanoon Estate of AUD5,466,488 (equivalent to RMB25,266,108) (31 December 2020: AUD2,833,945, equivalent to RMB14,215,916). 21 Accounts payable Ageing 2021 2020 Within 1 year (inclusive) 486,006,974 477,926,275 Over 1 year but within 2 years (inclusive) 4,435,786 2,173,356 Over 2 years but within 3 years (inclusive) 1,405,133 1,277,767 Over 3 years 1,605,923 2,970,560 Total 493,453,816 484,347,958 There is no significant accounts payable with ageing of more than one year. 156 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 22 Contract liabilities As at As at Item 31 December 2021 1 January 2021 Receipt in advance 144,013,594 118,210,799 Withholding sales rebates 3,107,122 16,862,481 Total 147,120,716 135,073,280 Contract liabilities primarily relate to the Group’s advances from sales contracts of specific customers and the withholding sales rebates. Relevant contract liabilities are recognised as revenue when the control of the goods is transferred to the customer. 23 Employee benefits payable (1) Employee benefits payable: Additions during Decrease during Note 31 December 2020 31 December 2021 the year the year Short-term employee (2) 172,176,085 463,134,665 (454,752,853) 180,557,897 benefits Post-employment benefits - defined (3) 329,474 45,027,626 (45,027,747) 329,353 contribution plans Termination benefits 16,274,352 5,609,349 (7,751,510) 14,132,191 Total 188,779,911 513,771,640 (507,532,110) 195,019,441 (2) Short-term employee benefits Additions during Decrease during 31 December 2020 31 December 2021 the year the year Salaries, bonuses, 170,277,311 414,204,352 (405,639,128) 178,842,535 allowances Staff welfare 1,734,723 17,963,364 (18,057,122) 1,640,965 Social insurance 340,733 15,251,455 (15,288,352) 303,836 Medical insurance 340,733 13,693,635 (13,730,532) 303,836 Work-related injury - 1,534,970 (1,534,970) - insurance Maternity insurance - 22,850 (22,850) - Housing fund 27,497 12,722,935 (12,711,850) 38,582 Labour union fee, staff and 1,874,792 3,033,259 (3,056,401) 1,851,650 workers’ education fee Sub-total 174,255,056 463,175,365 (454,752,853) 182,677,568 Less: Non-current liabilities 2,078,971 40,700 - 2,119,671 Total 172,176,085 463,134,665 (454,752,853) 180,557,897 (3) Post-employment benefits - defined contribution plans Additions during Decrease during 31 December 2020 31 December 2021 the year the year Basic pension insurance 329,464 43,803,058 (43,804,402) 328,120 Unemployment insurance 10 1,224,568 (1,223,345) 1,233 Total 329,474 45,027,626 (45,027,747) 329,353 157 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 24 Taxes payable Item 2021 2020 Value-added tax 54,103,944 25,853,102 Consumption tax 70,563,701 42,076,231 Corporate income tax 194,566,746 130,621,524 Individual income tax 872,252 614,344 Tax on the use of urban land 2,441,121 2,327,666 Education surcharges 5,199,891 2,498,374 Urban maintenance and construction tax 7,128,647 3,429,038 Others 7,445,998 5,992,534 Total 342,322,300 213,412,813 25 Other payables Note 31 December 2021 31 December 2020 Interest payable 323,074 553,471 Dividends payable 68,392 1,003,125 Others (1) 452,642,025 384,548,930 Total 453,033,491 386,105,526 (1) Others (a) Details of others by nature are as follows: Item 2021 2020 Deposit payable to dealer 241,414,134 177,129,582 Advertising fee payable 41,264,460 50,444,091 Equipment and construction fee payable 44,345,312 51,381,563 Freight charges payable 29,192,798 26,061,359 Deposits due to suppliers 12,966,789 14,836,302 Contracting fee payable 8,668,872 9,656,066 Staff deposit 5,037,925 359,282 Others 69,751,735 54,680,685 Total 452,642,025 384,548,930 (b) There are no significant others aged over one year accured this year. 26 Other current liabilities As at 31 December As at 31 December Item 2021 2020 Tax to be transferred out as sales 18,374,193 14,820,653 158 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 27 Non-current liabilities due within one year Non-current liabilities due within one year by category are as follows: Item 2021 2020 Long-term loans due within one year 74,520,037 111,311,890 Long-term payables due within one year 22,000,000 22,000,000 Long-term lease liabilities due within one year 14,345,089 - Total 110,865,126 133,311,890 28 Long-term loans (1) Long-term loans by category Item 2021 2020 Credit loans 193,475,080 220,219,258 Guaranteed loans 57,092,000 91,445,600 Less: Long-term loans due within one year 74,520,037 111,311,890 Total 176,047,043 200,352,968 As at 31 December 2021, details of long-term borrowings were as follows: Interest rate at the Long-term Long-term Exchange Amount Nature of Interest rate Amount end of the year loans due loans due after rate interest rate RMB % % within one year one year Credit loans (EUR) 26,798,216 7.2197 193,475,080 Fixed 0.95% - 3.28% 0.95% - 3.28% 68,270,037 125,205,043 90% of 5-year Guaranteed loans (RMB) 6,250,000 1.0000 6,250,000 Floating 4.275% 6,250,000 - LPR Guaranteed loans (AUD) 11,000,000 4.6220 50,842,000 Floating BBSY+1.10% 1.40% - 50,842,000 Total 250,567,080 74,520,037 176,047,043 As at 31 December 2021, Credit loans (EUR) were EUR26,798,216 borrowed by Banco Sabadell, Bankia, Banco Santander, BBVA, Caja Rural de Navarr etc. (equivalent of RMB193,475,080) (31 December 2020: EUR27,441,652, equivalent of RMB220,219,258). Guaranteed loans (RMB) were long-term borrowings of RMB6,250,000 of the R&D Centre, a subsidiary of the Company (31 December 2020: RMB31,250,000). Australia Kilikanoon Estate has borrowed AUD11,000,000 (equivalent of RMB50,842,000) (31 December 2020: AUD12,000,000, equivalent of RMB60,195,600) from ANZ Bank and it was guaranteed by the Company. 29 Long-term payables Item 2021 2020 Agricultural Development Fund of China (“CADF”) 86,000,000 108,000,000 Less: Long-term payables due within one year 22,000,000 22,000,000 Balance of long-term payables 64,000,000 86,000,000 In 2016, RMB305,000,000 from CADF was invested in R&D Centre, CADF accounted for 37.9% of the registered capital. According to the investment agreement, CADF will recovery investment funds over 10 years, the investment income received equal to 1.2% of the remaining unpaid principal per annum. In addition to the fixed income, CADF will no longer enjoy other profits or bear the loss of R&D Centre. Therefore, although the investment in R&D Centre, nominally equity investment, is actually a debt investment (financial discount loan). The Group take this investment as long-term payables, which measured in amortized cost. The Group repays the principal of RMB22,000,000in 2021. Refer to Note V. 52 for details of mortgaged and pledged assets. 159 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Balance of long-term Return on Termination date Due within one year Due after one year Mortgaged and payables Investment date investment of repayment pledged assets RMB RMB RMB 29 February 28 February Fixed assets and 86,000,000 1.2% 2016 2025 22,000,000 64,000,000 intangible assets 30 Deferred income Additions during Decrease during the Item 31 December 2020 31 December 2021 the year year Government grants 52,653,609 2,452,011 (13,810,282) 41,295,338 Government grants: Amounts Additions of recognised in other Related to Liability 31 December 2020 government grants 31 December 2021 income during assets/income during the year the year Government Industrial development support 24,600,000 - (4,100,000) 20,500,000 grants related project to assets Government Fixed asset investment reward 2,436,600 - (2,280,000) 156,600 grants related of Shihezi Chateau project to assets Shandong Peninsula Blue Government Economic Area construction 2,000,000 - (2,000,000) - grants related funds to assets Xinjiang industrial revitalisation Government and technological 12,798,000 - (1,422,000) 11,376,000 grants related transformation project to assets Government Special government grant for 2,120,000 - (1,060,000) 1,060,000 grants related infrastructure to assets Government Raw wine fermentation project 434,700 - (434,700) - grants related to assets Wine fermentation capacity Government construction (Huanren) 2,400,000 - (400,000) 2,000,000 grants related project to assets Engineering technology Government transformation of information 1,740,000 - (580,000) 1,160,000 grants related system project to assets Government Liquor electronic tracking 1,191,150 - (667,055) 524,095 grants related project to assets Government Special fund for efficient 1,315,000 - (162,000) 1,153,000 grants related water-saving irrigation project to assets Subsidy for economic and Government energy-saving technological 769,800 - (128,300) 641,500 grants related transformation projects to assets Government Wine industry development 186,000 - (186,000) - grants related project to assets Subsidy for mechanic Government development of Penglai 238,858 - (13,270) 225,588 grants related Daliuhang Base to assets Government Coal subsidy - 2,079,711 - 2,079,711 grants related to assets Cross-border e-commerce Related to 201,801 - (201,801) - project income Subsidy for boiler Related to 70,000 - (10,000) 60,000 reconstruction and demolition income Prize from Industrial Design Related to Competition of Yantai 50,000 50,000 (50,000) 50,000 income Mayor’s Cup Special Funds for Related to Innovation-Driven 101,700 322,300 (115,156) 308,844 income Development of Yantai City Total 52,653,609 2,452,011 (13,810,282) 41,295,338 160 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 31 Other non-current liabilities Item 31 December 2021 31 December 2020 Employee benefits payable 2,119,671 2,078,971 As at 31 December 2021, employee benefit represents deposit from bonus accrued for managers and above. The bonus is expected to be paid in 2023. 32 Share capital At 31 December 2020 and 31 December 2021 Unrestricted A shares 453,460,800 B shares 232,003,200 Total of unrestricted shares 685,464,000 33 Capital reserve Additions during the Decrease during Item 31 December 2020 31 December 2021 year the year Share premium 519,052,172 - - 519,052,172 Others 5,916,588 - - 5,916,588 Total 524,968,760 - - 524,968,760 34 Other comprehensive income Accrued during the year Balance at the Less: Balance at the beginning of Net-of-tax Net-of-tax Previously end of the year the year Less: amount amount Item Before-tax recognised attributable to attributable to Income tax attributable to attributable to amount amount shareholders of shareholders of expenses shareholders of non-controlling transferred to the Company the Company the Company interests profit or loss Items that may be reclassified to profit or loss Translation differences arising from translation of 576,129 (39,307,949) - - (35,283,306) (4,024,643) (34,707,177) foreign currency financial statements 161 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 35 Surplus reserve Item 31 December 2021 31 December 2020 Statutory surplus reserve 342,732,000 342,732,000 In accordance with the Company Law and the Articles of Association Company, the Company appropriated 10% of its net profit to statutory surplus reserve. The appropriation to the statutory surplus reserve may be ceased when the accumulated appropriation reaches over 50% of the registered capital of the Company. The Company does not appropriate net profit to the surplus reserve in 2021 as surplus reserve of the Company is above 50% of the registered capital. The Company can appropriate discretionary surplus reserve after appropriation of the statutory surplus reserve. Discretionary surplus reserve can be utilised to offset the deficit or increase the share capital after approval. 36 Retained earnings Item Note 2021 2020 Retained earnings at the beginning of the 8,714,091,755 8,735,513,044 year (before adjustment) Impact of retrospective adjustment of (1) (10,582,161) - accounting standards Retained earnings at the beginning of the 8,703,509,594 8,735,513,044 year (after adjustment) Add: Net profits for the year attributable to 500,102,606 470,860,587 shareholders of the Company Less: Dividends to ordinary shares (2) (274,185,600) (479,824,800) Distribution of dividends to existing shareholders from Culture - (12,457,076) Development Retained earnings at the end of the year (3) 8,929,426,600 8,714,091,755 (1) Adjustments on beginning retained earnings are as follows: As a result of the implementation of the new financial instrument standards by the Group in 2021, the undistributed profit at the beginning of 2021 was reduced by RMB10,582,161. (2) Dividends in respect of ordinary shares declared during the year Pursuant to the shareholders’ approval at the shareholders’ general meeting on 27 May 2021, a cash dividend of RMB0.4 per share (2020: RMB0.7 per share), totalling RMB274,185,600 (2020: RMB479,824,800). (3) Retained earnings at the end of the year As at 31 December 2021, the consolidated retained earnings attributable to the Company included an appropriation of RMB58,041,628 (2020: RMB58,021,644) to surplus reserve made by the subsidiaries. 162 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 37 Operating income and operating costs 2021 2020 Item Income Cost Income Cost Principal activities 3,879,875,396 1,604,954,772 3,325,812,768 1,479,923,326 Other operating activities 73,192,187 42,835,102 69,589,233 23,954,081 Total 3,953,067,583 1,647,789,874 3,395,402,001 1,503,877,407 Including:Revenue from contracts with 3,951,052,097 1,646,424,782 3,393,386,515 1,502,467,908 customers Rent income 2,015,486 1,365,092 2,015,486 1,409,499 (1) Disaggregation of revenue from contracts with customers: Type of contract 2021 2020 By type of goods or services - Liquor 3,879,875,396 3,325,812,768 - Others 71,176,701 67,573,747 By timing of transferring goods or services - Revenue recognised at a point in time 3,951,052,097 3,393,386,515 38 Taxes and surcharges Item 2021 2020 Consumption tax 164,791,894 120,563,955 Urban maintenance and construction tax 30,604,422 23,169,608 Education surcharges 22,147,840 16,756,851 Property tax 28,005,705 26,843,414 Tax on the use of urban land 11,654,759 11,332,778 Stamp duty 6,488,829 3,650,250 Others 364,121 1,472,418 Total 264,057,570 203,789,274 163 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 39 Selling and distribution expenses Item 2021 2020 Salaries and benefits 308,876,899 289,527,114 Marketing fee 251,443,176 200,259,537 Labour service fee 96,864,855 58,723,298 Depreciation expense 48,014,605 41,224,340 Storage rental 28,110,876 35,744,058 Advertising fee 91,168,885 22,724,095 Royalty 24,763,872 21,985,068 Travelling expenses 21,624,100 20,065,075 Design and production fee 30,247,672 15,427,023 Conference fee 20,088,371 15,387,699 Water, electricity and gas fee 14,988,125 13,427,340 Others 62,762,669 53,757,838 Total 998,954,105 788,252,485 40 General and administrative expenses Item 2021 2020 Salaries and benefits 73,920,103 73,329,053 Depreciation expenses 79,928,195 72,637,754 Repair costs 16,467,478 23,714,008 Administrative expenses 26,124,859 20,927,794 Amortisation expenses 19,354,205 19,568,760 Amortisation of greening fee 19,186,231 18,187,244 Rental charge 5,735,121 9,969,494 Safety production costs 11,190,158 7,831,443 Security and cleaning fee 7,455,965 7,650,813 Contracting fee 9,192,907 7,603,536 Others 30,521,154 29,226,567 Total 299,076,376 290,646,466 41 Financial expenses Item 2021 2020 Interest expenses from loans and payables 24,504,339 35,187,642 Interest expenses from lease liabilities 5,292,452 - Less: Borrowing costs capitalised 945,185 797,021 Less: Financial expenses offset by fiscal interest - 1,500,000 subsidy Interest income from deposits and receivables (19,558,354) (14,247,274) Net exchange losses/(gains) 8,296,888 (274,140) Other financial expenses 3,588,587 2,072,506 Total 21,178,727 20,441,713 Fiscal interest subsidy during reporting period has been included in non-recurring gains and losses. 164 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 42 Other income Related to Item 2021 2020 assets/income Government grants Reward on the fixed asset investment - 2,280,000 related to assets Shandong Peninsula Blue Economic Government grants 2,000,000 2,000,000 Area construction funds related to assets Government grants Industrial development support project 4,100,000 4,100,000 related to assets Others - Government grants related to Government grants 7,333,325 7,018,292 assets related to assets Special funds for the development of 6,815,339 23,068,826 Related to income enterprises Tax refunds 13,747,870 12,324,440 Related to income Strong industrial city special funds - 792,600 Related to income Others - Government grants related to 14,244,207 21,479,462 Related to income income Total 48,240,741 73,063,620 Other income during reporting period has been included in non-recurring gains and losses. 43 Investment losses Investment losses by item Item 2021 2020 Long-term equity investment losses under equity (2,784,997) (2,217,623) method Total (2,784,997) (2,217,623) 44 Credit (losses)/reversal Item 2021 2020 Accounts receivable (7,937,144) 4,348,309 Total (7,937,144) 4,348,309 45 Impairment losses Item 2021 2020 Inventories 689,420 5,705,003 Goodwill (20,563,671) (8,920,981) Total (19,874,251) (3,215,978) 46 Loss from asset disposals Item 2021 2020 Loss from disposal of fixed assets 11,939,284 1,180,655 Loss from disposal of assets during reporting period has been included in non-recurring gains and losses. 165 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 47 Non-operating income and non-operating expenses (1) Non-operating income by item is as follows: Item 2021 2020 Inventory stocktake surplus 1,019,314 3,823,905 Insurance compensation 1,069,670 3,067,670 Net income from fine 1,068,169 3,098,877 Others 2,057,151 1,918,058 Total 5,214,304 11,908,510 Non-operating income during reporting period has been included in non-recurring gains and losses. (2) Non-operating expenses Item 2021 2020 Compensation, penalty and fine expenses 1,761,266 347,635 Donations provided 900,000 1,048,300 Losses from damage or scrapping of non current 3,425,709 - assets Others 224,869 306,923 Total 6,311,844 1,702,858 Non-operating expenses during reporting period has been included in non-recurring gains and losses. 48 Income tax expenses Item Note 2021 2020 Current tax expense for the year based on 248,208,920 135,163,243 tax law and regulations Changes in deferred tax assets/liabilities (1) (39,188,099) 56,641,257 Total 209,020,821 191,804,500 (1) The analysis of changes in deferred tax is set out below: Item 2021 2020 Origination of temporary differences (39,188,099) 56,641,257 Total (39,188,099) 56,641,257 166 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (2) Reconciliation between income tax expenses and accounting profit: Item 2021 2020 Profit before taxation 715,699,194 664,866,563 Estimated income tax at 25% 178,924,799 166,216,641 Effect of different tax rates applied by subsidiaries 7,223,819 1,310,363 Effect of non-deductible costs, expense and losses 9,480,180 7,185,074 Effect of deductible losses of deferred tax assets not 12,159,985 16,417,337 recognised for the year Deferred tax assets written-off 1,232,038 675,085 Income tax expenses 209,020,821 191,804,500 49 Basic earnings per share and diluted earnings per share (1) Basic earnings per share Basic earnings per share is calculated as dividing consolidated net profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding: 2021 2020 Consolidated net profit attributable to ordinary 500,102,606 470,860,587 shareholders of the Company Weighted average number of ordinary shares 685,464,000 685,464,000 outstanding Basic earnings per share (RMB/share) 0.73 0.69 Weighted average number of ordinary shares is calculated as follows: 2021 2020 Issued ordinary shares at the beginning of the year 685,464,000 685,464,000 Weighted average number of ordinary shares at the 685,464,000 685,464,000 end of the year (2) The Group does not have any potential dilutive ordinary shares for the listed years. 50 Cash flow statement (1) Proceeds relating to other operating activities: Item 2021 2020 Government grants 36,882,470 56,515,941 Penalty income 1,068,169 3,098,877 Interest income from bank 19,558,354 14,396,201 Others 31,633,258 7,186,229 Total 89,142,251 81,197,248 167 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (2) Payments relating to other operating activities: Item 2021 2020 Selling and distribution expenses 430,962,311 399,973,695 General and administrative expenses 128,747,237 127,666,411 Others 2,488,469 24,250,891 Total 562,198,017 551,890,997 (3) Proceeds relating to other financing activities: Item 2021 2020 Cash paid for acquisition of minority interests - 62,966,747 Cash paid for lease 15,904,567 - Total 15,904,567 62,966,747 51 Supplementary information on cash flow statement (1) Supplement to cash flow statement a. Reconciliation of net profit to cash flows from operating activities: Item 2021 2020 Net profit 506,678,373 473,062,063 Add: Provisions for impairment of assets 19,874,251 3,215,978 Credit losses/(reversal) 7,937,144 (4,348,309) Depreciation of fixed assets and 271,154,064 298,224,327 investment property Amortisation of intangible assets 19,914,969 20,413,627 Amortisation of long-term deferred 19,256,179 16,578,465 expenses Amortisation of biological assets 13,721,424 13,270,614 Depreciation of ROU assets 16,773,427 - Losses from disposal of fixed assets, intangible assets, and other long-term 15,364,993 1,338,570 assets Financial expenses 26,782,042 36,134,118 Royalty 24,763,872 21,985,068 Investment losses 2,784,997 2,217,623 (Increase)/Decrease in deferred tax (38,969,456) 59,310,068 assets Decrease in deferred tax liabilities (218,643) (2,668,811) Decrease/(Increase) in gross 143,615,551 (38,192,093) inventories Increase in operating receivables (187,412,623) (41,443,296) Increase/(Decrease) in operating 263,362,094 (353,951,339) payables Net cash flows from operating activities 1,125,382,658 505,146,673 168 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report b. Significant investing and financing activities not requiring the use of cash: Item 2021 2020 Payment of construction in progress and other 60,224,230 141,440,165 long-term assets by bank acceptances c. Change in cash and cash equivalents: Item 2021 2020 Cash equivalents at the end of the year 1,502,327,029 1,052,665,105 Less: Cash equivalents at the beginning of the 1,052,665,105 1,397,399,470 year Net increase/(dercrease) in cash and cash 449,661,924 (344,734,365) equivalents (2) Information on acquisition or disposal of subsidiaries and other business units during the year: Information on acquisition of subsidiaries and other business units: 2021 2020 Consideration for acquiring subsidiaries and other - 89,519,789 business units Cash or cash equivalents paid during the year for acquiring subsidiaries and other business units - 89,519,789 during the year Including: Culture Development - 89,519,789 Less: Cash and cash equivalents held by disposed - - subsidiaries and other business units Net cash paid for the acquisition - 89,519,789 (3) Details of cash and cash equivalents Item 2021 2020 Cash at bank and on hand Including: Cash on hand 71,486 19,637 Bank deposits available on demand 1,502,255,543 1,052,645,468 Closing balance of cash and cash equivalents 1,502,327,029 1,052,665,105 52 Assets with restrictive ownership title or right of use 169 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Balance at the Item Opening balance Reason for restriction end of the year The Company deposits for Cash at bank and on hand 67,996,762 11,568,964 letters of credit etc. Short-term borrowings Account receivable (i) 28,557,991 49,061,015 mortgage from Atrio R&D Centre mortgage for long-term payables and Fixed assets 333,748,819 313,012,605 long-term and short-term borrowings R&D Centre mortgage for Intangible assets 206,920,456 201,345,477 long-term payables Total 637,224,028 574,988,061 (i) As at 31 December 2021, the amount of accounts receivable with restricted ownership is EUR6,795,436, which refers to accounts receivable Atrio conducted for factoring from Banco de Sabadell, S.A. Etc. (31 December 2020: EUR3,558,628, equivalent of RMB28,557,991) 170 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report VI. Interests in other entities 1 Interests in subsidiaries (1) Composition of the Group Shareholding ratio Principal place of Business (%) Name of the Subsidiary Registered place Registered capital Acquisition method business nature (or similar equity interest) Business combinations Xinjiang Tianzhu Wine Co., Ltd. Shihezi, Xinjiang, Shihezi, Xinjiang, Manufacturing RMB75,000,000 60 - involving entities not under (“Xinajing Tianzhu”) China China common control Business combinations Etablissements Roullet Fransac Cognac, France Cognac, France Trading EUR2,900,000 - 100 involving entities not under (“Roullet Fransac”) common control Business combinations Marketing and Dicot Partners, S.L (“Dicot”) Navarre, Spain Navarre, Spain EUR2,000,000 90 - involving entities not under sales common control Via Indómita, S.A., Via Dos Andes, S.A., Marketing and Acquired through and Bodegas Santa Alicia SpA. (“Chile Santiago, Chile Santiago, Chile CLP31,100,000,000 85 - sales establishment or investment Indomita Wine Group”) Business combinations Kilikanoon Estate Pty Ltd. Marketing and Adelaide, Australia Adelaide, Australia AUD6,420,000 97.5 - involving entities not under (“Australia Kilikanoon Estate”) sales common control Beijing Changyu Sales and Distribution Marketing and Acquired through Beijing, China Beijing, China RMB1,000,000 100 - Co., Ltd (“Beijing Sales”) sales establishment or investment Yantai Kylin Packaging Co., Ltd. Yantai, Shandong, Yantai, Shandong, Acquired through Manufacturing RMB15,410,000 100 - (“Kylin Packaging”) China China establishment or investment Yantai Chateau Changyu-Castel Co., Ltd Yantai, Shandong, Yantai, Shandong, Acquired through Manufacturing USD5,000,000 70 - (“Chateau Changyu”) (c) China China establishment or investment Changyu (Jingyang) Wine Co., Ltd. Xianyang, Shaanxi, Xianyang, Shaanxi, Acquired through Manufacturing RMB1,000,000 90 10 (“Jingyang Wine”) China China establishment or investment Yantai Changyu Pioneer Wine Sales Yantai, Shandong, Yantai, Shandong, Marketing and Acquired through RMB8,000,000 100 - Co., Ltd. (“Sales Company”) China China sales establishment or investment Langfang Development Zone Langfang, Hebei, Langfang, Hebei, Acquired through Castel-Changyu Wine Co., Ltd Manufacturing USD6,108,818 39 10 China China establishment or investment (“Langfang Castel”) Changyu (Jingyang) Wine Sales Co., Ltd. Xianyang, Shaanxi, Xianyang, Shaanxi, Marketing and Acquired through RMB1,000,000 10 90 (“Jingyang Sales”) China China sales establishment or investment Langfang Changyu Pioneer Wine Sales Langfang, Hebei, Langfang, Hebei, Marketing and Acquired through RMB1,000,000 10 90 Co., Ltd (“Langfang Sales”) China China sales establishment or investment 171 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Shareholding ratio Principal place of Business (%) Name of the Subsidiary Registered place Registered capital Acquisition method business nature (or similar equity interest) Shanghai Changyu Sales and Distribution Marketing and Acquired through Shanghai, China Shanghai, China RMB1,000,000 100 - Co., Ltd. (“Shanghai Sales”) sales establishment or investment Beijing Changyu AFIP Agriculture Miyun, Beijing, Marketing and Acquired through development Co., Ltd (“Agriculture Miyun, Beijing, China RMB1,000,000 - 100 China sales establishment or investment Development”) Beijing Chateau Changyu AFIP Global Acquired through Beijing, China Beijing, China Manufacturing RMB642,750,000 91.53 - Co., Ltd. (“AFIP”) (d) establishment or investment Yantai Changyu Wine Sales Co., Ltd. Yantai, Shandong, Yantai, Shandong, Marketing and Acquired through RMB5,000,000 90 10 (“Wines Sales”) China China sales establishment or investment Yantai Changyu Pioneer International Yantai, Shandong, Yantai, Shandong, Marketing and Acquired through RMB5,000,000 70 30 Co., Ltd. (“Pioneer International”) China China sales establishment or investment Hangzhou Changyu Wine Sales Co., Ltd. Hangzhou, Zhejiang, Hangzhou, Zhejiang, Marketing and Acquired through RMB500,000 - 100 (“Hangzhou Changyu”) China China sales establishment or investment Ningxia Changyu Grape Growing Co., Ltd. Yinchuan, Ningxia, Acquired through Ningxia, China Plating RMB1,000,000 100 - (“Ningxia Growing”) China establishment or investment Huanren Changyu National Wines Sales Benxi, Liaoning, Marketing and Acquired through Benxi, Liaoning, China RMB2,000,000 100 - Co., Ltd. (“National Wines”) China sales establishment or investment Liaoning Changyu Golden Icewine Valley Benxi, Liaoning, Acquired through Benxi, Liaoning, China Manufacturing RMB59,687,300 51 - Co., Ltd. (“Golden Icewine Valley”) (e) China establishment or investment Yantai Development Zone Changyu Trading Yantai, Shandong, Yantai, Shandong, Marketing and Acquired through RMB5,000,000 - 100 Co., Ltd (“Development Zone Trading”) China China sales establishment or investment Yantai Changyu Fushan Trading Company Yantai, Shandong, Yantai, Shandong, Marketing and Acquired through RMB5,000,000 - 100 (“Fushan Trading”)(a) China China sales establishment or investment Beijing AFIP Meeting Center Miyun, Beijing, Acquired through Miyun, Beijing, China Services RMB500,000 - 100 (“Meeting Center”) China establishment or investment Beijing AFIP Tourism and Culture Miyun, Beijing, Acquired through Miyun, Beijing, China Tourism RMB500,000 - 100 (“AFIP Tourism”) China establishment or investment Changyu (Ningxia) Wine Co., Ltd. Acquired through Ningxia, China Ningxia, China Manufacturing RMB1,000,000 100 - (“Ningxia Wine”) establishment or investment Yantai Changyu Chateau Tinlot Co., Ltd. Yantai, Shandong, Yantai, Shandong, Wholesale and Acquired through RMB400,000,000 65 35 (“Chateau Tinlot”) China China retail establishment or investment Xinjiang Chateau Changyu Baron Balboa Shihezi, Xinjiang, Shihezi, Xinjiang, Acquired through Manufacturing RMB550,000,000 100 - Co., Ltd. (“Chateau Shihezi”) China China establishment or investment Ningxia Chateau Changyu Moser XV Yinchuan, Ningxia, Yinchuan, Ningxia, Acquired through Manufacturing RMB2,000,000 100 - Co., Ltd. (“Chateau Ningxia”) China China establishment or investment Shaanxi Chateau Changyu Rena Co., Ltd. Xianyang, Shaanxi, Xianyang, Shaanxi, Acquired through Manufacturing RMB20,000,000 100 - (“Chateau Changan”) China China establishment or investment 172 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Shareholding ratio Principal place of Business (%) Name of the Subsidiary Registered place Registered capital Acquisition method business nature (or similar equity interest) Yantai Changyu Wine Research & Yantai, Shandong, Yantai, Shandong, Acquired through Development Centre Co., Ltd. Manufacturing RMB805,000,000 85.32 - China China establishment or investment (“R&D Centre”) (f) Wine Changyu (HuanRen) Wine Co., Ltd Benxi, Liaoning, Acquired through Benxi, Liaoning, China production RMB5,000,000 100 - (“Huan Ren Wine”) China establishment or investment projecting Xinjiang Changyu Sales Co., Ltd Shihezi, Xinjiang, Shihezi, Xinjiang, Marketing and Acquired through RMB10,000,000 - 100 (“Xinjiang Sales”) China China sales establishment or investment Ningxia Changyu Trading Co., Ltd Yinchuan, Ningxia, Yinchuan, Ningxia, Marketing and Acquired through RMB1,000,000 - 100 (“Ningxia Trading”) China China sales establishment or investment Shaanxi Changyu Rena Wine Sales Xianyang, Shaanxi, Xianyang, Shaanxi, Marketing and Acquired through RMB3,000,000 - 100 Co., Ltd (“Shaanxi Sales”) China China sales establishment or investment Penglai Changyu Wine Sales Co., Ltd Penglai, Shandong, Penglai, Shandong, Marketing and Acquired through RMB5,000,000 - 100 (“Penglai Sales”) China China sales establishment or investment Laizhou Changyu Wine Sales Co., Ltd Laizhou, Shandong, Laizhou, Shandong, Marketing and Acquired through RMB1,000,000 - 100 (“Laizhou Sales”) China China sales establishment or investment Francs Champs Participations SAS Investment Acquired through Cognac, France Cognac, France EUR32,000,000 100 - (“Francs Champs”) and trading establishment or investment Yantai Roullet Fransac Wine Sales Co., Ltd. Yantai, Shandong, Yantai, Shandong, Marketing and Acquired through RMB1,000,000 - 100 (“Yantai Roullet Fransac”) China China sales establishment or investment Yantai Changyu Wine Sales Co., Ltd. (“Wine Yantai, Shandong, Yantai, Shandong, Marketing and Acquired through RMB5,000,000 100 - Sales Company”) China China sales establishment or investment Shaanxi Chateau Changyu Rena Tourism Xianxin, Shaanxi, Xianxin, Shaanxi, Acquired through Tourism RMB1,000,000 - 100 Co., Ltd (“Chateau Tourism”) China China establishment or investment Longkou Changyu Wine Sales Co., Ltd Yantai, Shandong, Yantai, Shandong, Marketing and Acquired through RMB1,000,000 - 100 (“Longkou Sales”) China China sales establishment or investment Yantai, Shandong, Yantai, Shandong, Acquired through Culture Development Tourism RMB10,000,000 100 - China China establishment or investment Yantai, Shandong, Yantai, Shandong, Acquired through Museum Tourism RMB500,000 - 100 China China establishment or investment Yantai Changyu Culture Tourism Production Yantai, Shandong, Yantai, Shandong, Acquired through Tourism RMB5,000,000 - 100 Sales Co., Ltd. (“Culture Sales”) China China establishment or investment Yantai Changyu International Window of the Yantai, Shandong, Yantai, Shandong, Acquired through Wine City Co., Ltd. (“Window of the Wine Tourism RMB60,000,000 - 100 China China establishment or investment City”) Yantai KOYA Brandy Chateau Co., Ltd Yantai, Shandong, Yantai, Shandong, Acquired through Manufacturing RMB10,000,000 100 - (“Chateau KOYA”) China China establishment or investment 173 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Shareholding ratio Principal place of Business (%) Name of the Subsidiary Registered place Registered capital Acquisition method business nature (or similar equity interest) Changyu (Shanghai) International Digital Marketing and Acquired through Marketing Center Limited Shanghai, China Shanghai, China RMB50,000,000 100 - sales establishment or investment (“Digital Marketing”) Shanghai Changyu Guoqu Digital Marketing and Acquired through Technology Co., Ltd. Shanghai, China Shanghai, China RMB6,000,000 - 51 sales establishment or investment (“Shanghai Guoqu”)(b) Tianjin Changyu Yixin Digital Technology Marketing and Acquired through Tianjin, China Tianjin, China RMB10,000,000 - 51 Co., Ltd. (“Tianjin Yixin”)(b) sales establishment or investment Shanghai Changyu Yixin Digital Technology Marketing and Acquired through Shanghai, China Shanghai, China RMB10,000,000 - 51 Co., Ltd. (“Shanghai Yixin”)(b) sales establishment or investment (a) Companies above were deregistered in 2021. (b) The companies above are newly established companies in 2021. Reasons for the inconsistency between the proportion of shareholdings in a subsidiary and the proportion of voting rights: (c) Chateau Changyu is a Sino-foreign joint venture established by the Company and a foreign investor, accounting for 70% of Changyu Chateau’s equity interest. Through agreement arrangement, the Company has the full power to control Changyu Chateau’s strategic operating, investing and financing policies. The agreement arrangement will be terminated on 31 December 2022. (d) AFIP is a limited liability company established by Yantai Dean and Beijing Qinglang. In June 2019, Yantai Dean transferred 1.31% of its equity to Yantai Changyu.After the equity change, the Company holds 91.53% of its equity. Through agreement arrangement, the Company has the full power to control AFIP’s strategic operating, investing and financing policies. The agreement arrangement will be terminated on 2 September 2024. (e) Golden Icewine Valley is a Sino-foreign joint venture established by the Company and a foreign investor, accounting for 51% of Golden Icewine Valley’s equity interest. Through agreement arrangement, the Company has the full power to control Golden Icewine Valley’s strategic operating, investing and financing policies. The agreement arrangement will be terminated on 31 December 2021. (f) R&D Centre is a joint venture established by the Company and CADF, accounting for 85.32% of R&D Centre’s equity interest. Through agreement arrangement in Note V. 28, the Company has the full power to control R&D Centre’s strategic operating, investing and financing policies. The agreement arrangement will be terminated on 28 February 2025. As at 31 December 2021, remaining investment of CADF accounts for 14.68% of the registered capital. 174 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (2) Material non-wholly owned subsidiaries Comprehensive Proportion of income Dividend declared Balance of ownership attributable to to non-controlling non-controlling Name of the Subsidiary interest held by non-controlling shareholders interests at the non-controlling interests for the during the year end of the year interests year Xinjiang Tianzhu 40% 1,392,110 - (44,725,990) AFIP 8.47% - - (56,409,393) Golden Icewine Valley 49% - - (33,319,062) IWCC 15% (492,609) 1,788,975 (54,712,980) 175 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (3) Key financial information about material non-wholly owned subsidiaries The following table sets out the key financial information of the above subsidiaries without offsetting internal transactions, but with adjustments made for the fair value adjustment at the acquisition date and any differences in accounting policies: Xinjiang Tianzhu AFIP Golden Icewine Valley Chile Indomita Wine Group 2021 2020 2021 2020 2021 2020 2021 2020 Current assets 22,333,906 24,223,370 249,865,391 248,357,550 24,018,451 27,638,263 196,488,084 231,503,343 Non-current assets 43,852,510 45,465,308 414,851,163 434,045,076 24,450,344 24,246,983 314,756,823 291,345,642 Total assets 66,186,416 69,688,678 664,716,554 682,402,626 48,468,795 51,885,246 511,244,907 522,848,985 Current liabilities (39,567) (17,583) 27,459,352 41,910,462 12,976,418 9,967,686 130,027,677 132,100,755 Non-current liabilities 5,336,114 5,336,115 - - - - 8,906,387 9,794,949 Total liabilities 5,296,547 5,318,532 27,459,352 41,910,462 12,976,418 9,967,686 138,934,064 141,895,704 Operating income - - 191,463,783 168,184,273 24,236,758 20,488,946 226,856,381 225,121,450 Net (loss)/ profit (3,480,276) (3,665,095) 2,326,063 2,092,230 (6,425,183) (7,431,328) 19,716,978 18,196,663 Total comprehensive income (3,480,276) (3,665,095) 2,326,063 2,092,230 (6,425,183) (7,431,328) 3,284,057 18,420,833 Cash flows from operating (1,292,713) (105,873) (4,754,748) 3,821,964 4,744,413 4,654,744 99,234,532 37,132,027 activities 176 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report VII. Risk related to financial instruments The Group has exposure to the following main risks from its use of financial instruments in the normal course of the Group’s operations: - Credit risk - Liquidity risk - Interest rate risk - Foreign currency risk The following mainly presents information about the Group’s exposure to each of the above risks and their sources, their changes during the year, and the Group’s objectives, policies and processes for measuring and managing risks, and their changes during the year. The Group aims to seek appropriate balance between the risks and benefits from its use of financial instruments and to mitigate the adverse effects that the risks of financial instruments have on the Group’s financial performance. Based on such objectives, the Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. 1 Credit risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Group’s credit risk is primarily attributable to cash at bank, receivables, debt investments and derivative financial instruments entered into for hedging purposes. Exposure to these credit risks are monitored by management on an ongoing basis. The cash at bank of the Group is mainly held with well-known financial institutions. Management does not foresee any significant credit risks from these deposits and does not expect that these financial institutions may default and cause losses to the Group. As at 31 December 2021, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counterparties. In order to minimise the credit risk, the Group has adopted a policy to ensure that all sales customers have good credit records. According to the policy of the Group, credit review is required for clients who require credit transactions. In addition, the Group continuously monitors the balance of account receivable to ensure there’s no exposure to significant bad debt risks. For transactions that are not denominated in the functional currency of the relevant operating unit, the Group does not offer credit terms without the specific approval of the Department of Credit Control in the Group. In addition, the Group reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the management of the Group considers that the Group’s credit risk is significantly reduced. 177 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Since the Group trades only with recognised and creditworthy third parties, there is no requirement for collateral. Concentrations of credit risk are managed by customer/counterparty, by geographical region and by industry sector. As at 31 December 2021, 42.8% of the Group trade receivables are due from top five customers (31 December 2020: 20.3%). There is no collateral or other credit enhancement on the balance of the trade receivables of the Group. 2 Liquidity risk Liquidity risk is the risk that an enterprise will encounter difficulty in meeting obligations that are settled by delivering cash or another financial asset. The Company and its individual subsidiaries are responsible for their own cash management, including short-term investment of cash surpluses and the raising of loans to cover expected cash demands (subject to approval by the Company’s board when the borrowings exceed certain predetermined levels). The Group’s policy is to regularly monitor its liquidity requirements and its compliance with lending covenants, to ensure that it maintains sufficient reserves of cash, readily realisable marketable securities and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term. The following tables set out the remaining contractual maturities at the balance sheet date of the Group’s financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on rates current at the balance sheet date) and the earliest date the Group can be required to pay: 2021 Contractual undiscounted cash flow Carrying amount Item More than at balance sheet Within 1 year or More than 1 to 2 years 2 years but less Total date on demand 5 years than 5 years Short-term loans 630,717,486 - - - 630,717,486 622,066,457 Accounts payable 493,453,816 - - - 493,453,816 493,453,816 Other payables 452,642,025 - - - 452,642,025 452,642,025 Long-term loans (including the 20,586,762 125,114,353 112,380,675 15,506,135 273,587,925 250,567,080 portion due within one year) Long-term payables (including the portion due within one 22,810,674 22,546,674 42,322,126 - 87,679,474 86,000,000 year) Lease liability (including the 19,753,555 17,690,615 39,763,489 75,510,332 152,717,991 116,156,677 portion due within one year) Total 1,639,964,318 165,351,642 194,466,290 91,016,467 2,090,798,717 2,020,886,055 2020 Contractual undiscounted cash flow Carrying amount Item More than at balance sheet Within 1 year or More than 1 to 2 years 2 years but less Total date on demand 5 years than 5 years Short-term loans 698,571,997 - - - 698,571,997 689,090,715 Accounts payable 484,347,958 - - - 484,347,958 484,347,958 Other payables 386,105,526 - - - 386,105,526 386,105,526 Long-term loans (including the 33,175,345 24,182,478 149,719,792 135,013,150 342,090,765 311,664,858 portion due within one year) Long-term payables (including the portion due within one 23,074,674 22,810,674 64,868,800 - 110,754,148 108,000,000 year) Total 1,625,275,500 46,993,152 214,588,592 135,013,150 2,021,870,394 1,979,209,057 178 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 3 Interest rate risk Interest-bearing financial instruments at variable rates and at fixed rates expose the Group to cash flow interest rate risk and fair value interest risk, respectively. The Group determines the appropriate weightings of the fixed and floating rate interest-bearing instruments based on the current market conditions and performs regular reviews and monitoring to achieve an appropriate mix of fixed and floating rate exposure. (1) As at 31 December, the Group held the following interest-bearing financial instruments: Fixed rate instruments: 2021 2020 Item Effective interest Effective interest Amounts Amounts rate rate Financial assets - Cash at bank 1.75% - 2.25% 53,200,000 1.5% - 2.75% 93,553,062 Financial liabilities - Short-term loans 0.35% - 3.35% (172,066,457) 0.35% - 3.28% (139,090,715) - Long-term loans (including the 0.95% - 3.28% (193,475,080) 1% - 3.28% (280,414,858) portion due within one year) - Long-term payables (including the 1.20% (86,000,000) 1.20% (108,000,000) portion due within one year) - Lease liability (including the 4.65% (116,156,677) - - portion due within one year) Total (514,498,214) (433,952,511) Variable rate instruments: 2021 2020 Item Effective interest Effective interest Amounts Amounts rate rate Financial assets - Cash at bank 0.3% - 1.82% 1,513,824,507 0.3% - 1.0% 1,100,642,230 Financial liabilities - Short-term loans 1 year LPR 0.005 (450,000,000) 1 year LPR 0.005 (550,000,000) - Long-term loans (including the 90% of 90% of (6,250,000) (31,250,000) portion due within one year) 5 year LPR 5 year LPR - Long-term loans (including the BBSY+1.10% (50,842,000) - - portion due within one year) Total 1,006,732,507 519,392,230 (2) Sensitivity analysis Management of the Group believes interest rate risk on bank deposit is not significant, therefore does not disclose sensitivity analysis for interest rate risk. 179 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report As at 31 December 2021, based on assumptions above, it is estimated that a general increase of 50 basis points in interest rates, with all other variables held constant, would decrease the Group’s equity by RMB1,901,595 (2020: RMB2,179,688), and net profit by RMB1,901,595 (2020: RMB2,179,688). The sensitivity analysis above indicates the instantaneous change in the net profit and equity that would arise assuming that the change in interest rates had occurred at the balance sheet date and had been applied to re-measure those financial instruments held by the Group which expose the Group to fair value interest rate risk at the balance sheet date. In respect of the exposure to cash flow interest rate risk arising from floating rate non-derivative instruments held by the Group at the balance sheet date, the impact on the net profit and equity is estimated as an annualised impact on interest expense or income of such a change in interest rates. 4 Foreign currency risk In respect of cash at bank and on hand, accounts receivable and payable, short-term loans denominated in foreign currencies other than the functional currency, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances. (1) As at 31 December, the Group’s exposure to main currency risk arising from recognised assets or liabilities denominated in foreign currencies is presented in the following tables. For presentation purposes, the amounts of the exposure are shown in Renminbi, translated using the spot rate at the balance sheet date. Differences resulting from the translation of the financial statements denominated in foreign currency are excluded. 2021 2020 Balance at foreign Balance at RMB Balance at foreign Balance at RMB currency equivalent currency equivalent Cash at bank and on hand 2,090,539 13,406,984 2,029,849 14,053,435 - USD 1,984,323 12,640,136 1,492,923 9,744,604 - EUR 106,216 766,848 536,926 4,308,831 Short-term loans 15,490,000 98,759,593 12,490,000 81,524,728 - USD 15,490,000 98,759,593 12,490,000 81,524,728 (2) The following are the exchange rates for Renminbi against foreign currencies applied by the Group: Balance sheet date Average rate mid-spot rate 2021 2020 2021 2020 USD 6.4512 6.8884 6.3757 6.5272 EUR 7.6186 7.9065 7.2197 8.0250 180 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (3) Sensitivity analysis Assuming all other risk variables remained constant, a 5% strengthening of the Renminbi against the US dollar and Euro dollar at 31 December would have impact on the Group’s equity and net profit by the amount shown below. whose effect is in Renminbi and translated using the spot rate at the year-end date: Equity Net profit 31 December 2021 USD 4,305,973 4,305,973 EUR (38,342) (38,342) Total 4,267,631 4,267,631 31 December 2020 USD 3,589,006 3,589,006 EUR (215,442) (215,442) Total 3,373,564 3,373,564 A 5% weakening of the Renminbi against the US dollar and Euro dollar at 31 December would have had the equal but opposite effect to the amounts shown above, on the basis that all other variables remained constant. VIII. Fair value disclosure All financial assets and financial liabilities held by the Group are carried at amounts not materially different from their fair value at 31 December 2021 and 31 December 2020. 181 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report IX. Related parties and related party transactions 1 Information about the parent of the Company Registered Shareholding Percentage of Ultimate controlling party of the Company name Business nature Registered capital place percentage (%) voting rights (%) Company Jointly controlled by Yantai GuoFeng Investment Holding Ltd, ILLVA SARONNO HOLDING SPA, Changyu Group Yantai Manufacturing 50,000,000 50.4% 50.4% International Finance Corporation and Yantai Yuhua Investment and Development Company Limited. There are no changes on the registered capital and shareholding percentage/percentage of voting rights of the parent company. 182 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 2 Information about the subsidiaries of the Company For information about the subsidiaries of the Company, refer to Note VI.1. 3 Information on other related parties Name of other related parties Related party relationship Yantai Shenma Packaging Co., Ltd. Controlled by the same parent (“Shenma Packaging”) company Yantai Zhongya Pharmaceutical Tonic Wine Co., Ltd. Controlled by the same parent (“Zhongya Pharmaceutical”) company WEMISS Shanghai Associate of the Group Chengdu Yufeng Associate of the Group Mirefleurs Subsidiaries of the joint venture CHATEAU DE LIVERSAN (“LIVERSAN”) Subsidiaries of the joint venture 4 Transactions with related parties (1) Product procurement Related parties Nature of transaction 2021 2020 Shenma Packaging Product procurement 80,754,599 78,520,694 Zhongya Pharmaceutical Product procurement 591,522 850,478 Mirefleurs Product procurement 6,822,330 9,261,722 LIVERSAN Product procurement 3,269,146 3,746,069 Total 91,437,597 92,378,963 (2) Sales of goods Related parties Nature of transaction 2021 2020 Zhongya Pharmaceutical Sales of goods 3,872,660 3,920,047 WEMISS Shanghai Sales of goods 2,677,707 1,374,616 Chengdu Yufeng Sales of goods 5,365,061 - Shenma Packaging Sales of goods 287,930 293,488 Total 12,203,358 5,588,151 (3) Services Related parties Nature of transaction 2021 2020 Shenma Packaging Services - 106,195 Total - 106,195 183 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (4) Purchase of fixed assets Related parties of the Company Nature of transaction 2021 2020 Purchase of fixed Shenma Packaging 4,101,232 - assets Total 4,101,232 - (5) Sale of fixed assets Related parties of the Company Nature of transaction 2021 2020 Changyu Group Sale of fixed assets - 44,845,989 Total - 44,845,989 (6) Leases (a) As the lessor Lease income Lease income Name of lessee Type of assets leased recognised in 2021 recognised in 2020 Shenma Packaging Offices and plants 1,492,550 1,492,550 Zhongya Pharmaceutical Offices and plants 522,936 522,936 Total 2,015,486 2,015,486 (b) As the lessee Type of assets Lease expense Lease expense Name of lessor leased recognised in 2021 recognised in 2020 Changyu Group Office buildings 1,612,118 1,612,118 Changyu Group Offices and plants 1,394,762 1,394,762 Changyu Group Offices and plants 4,184,286 4,184,286 Offices and Changyu Group 7,057,143 1,050,000 commercial building Changyu Group Office buildings - 714,286 Total 14,248,309 8,955,452 (7) Remuneration of key management personnel Item 2021 2020 Remuneration of key management personnel 12,495,933 6,975,110 (8) Other related party transactions Related parties Nature of transaction Note 2021 2020 Changyu Group Royalty (a) 24,763,872 21,985,068 Transfer of trademark use Changyu Group rights (b) - 18,334,528 Transfer of Culture Changyu Group Development - 89,519,789 Zhongya Equity transfer of Changyu Pharmaceutical Museum - 1,033,912 184 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (a) Contract of trademarks usage Pursuant to a royalty agreement dated 18 May 1997, starting from 18 September 1997, the Company may use certain trademarks of Changyu Group Company, which have been registered with the PRC Trademark Office. An annual royalty fee at 2% of the Group’s annual sales is payable to Changyu Group. The license is effective until the expiry of the registration of the trademarks. According to the above royalty agreement, Changyu Group collected a total of RMB576,507,809 for royalty from 2013 to 2019, of which 51% was used to promote trademarks such as Changyu and the product of this contract, totalling RMB294,018,093. The amount is used for promotion of Changyu and other trademarks and the products of this contract, totalling RMB62,250,368, the difference is RMB231,768,615(tax inclusive). On 18 May 2019, the general meeting of shareholders approved the proposal of the amendment to the royalty agreement. Article 6.1 of the royalty agreement with Changyu Group was amended to: During the validity period of this contract, the Group pays Changyu Group royalty on an annual basis. The royalty is calculated based on 0.98% of the sales volume of the Group ‘s contract products using this trademark. The article 6.3 is amended to: The royalty paid to the Changyu Group by the Group shall not be used to promote this trademark and the contract products. In addition, in accordance with agreement the Group signed with Changyu Group in November 2019, Changyu Group promised to offset the difference of RMB231,768,615 above with the royalty for four years, i.e. from 2019 to 2022.If it is not sufficient for deduction, the rest will be repaid in a one-off manner in 2023. If there is surplus, the surplus part of the royalty will be charged from the year when the surplus occurs. The Group incurred a trademark usage fee of RMB24,763,872 this year. (b) Transfer of trademark use rights On 22 April 2020, the Fourth Meeting of the Eighth Board of Directors of the Group reviewed and approved the Proposal on Transferring the “KOYA” and Other Trademarks of Yantai Changyu Group Co., Ltd.. On 16 June 2020, the Group and Changyu Group signed the Trademark Transfer Agreement to transfer the ownership of 43 trademarks owned by Changyu Group, including KOYA, ZENITHWIRL, FRANLLET, WEMISS and PIONEER at an estimated price of RMB19,434,600 (tax inclusive). 185 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 5 Receivables from and payables to related parties Receivables from related parties 2021 2020 Provision for Provision for Item Related party Book value bad and Book value bad and doubtful debts doubtful debts Zhongya Accounts receivable 287,788 956 714,995 3,175 Pharmaceutical WEMISS Accounts receivable - - 1,553,316 6,898 Shanghai Shenma Prepayments - - 126,818 - Packaging Other non-current assets Changyu Group 144,120,442 - 170,370,147 - Shenma Other receivables 341,880 - - - Packaging Zhongya Other receivables - - 522,936 - Pharmaceutical Payables to related parties Item Related party 2021 2020 Accounts payable Shenma Packaging 30,184,072 33,421,165 Accounts payable Zhongya Pharmaceutical - 455,176 Accounts payable Chengdu Yufeng 344,464 - Accounts payable Changyu Group 19,434,600 19,434,600 Zhongya Contract liability 653 - Pharmaceutical Other payables Shenma Packaging - 450,000 X. Capital management The Group’s primary objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders, by pricing products and services commensurately with the level of risk and by securing access to finance at a reasonable cost. The Group’s capital structure is regularly reviewed and managed to achieve an optimal structure and return for shareholders. Factors for the Group’s consideration include: its future funding requirements, capital efficiency, actual and expected profitability, expected cash flows, and expected capital expenditure. Adjustments are made to the capital structure in light of changes in economic conditions affecting the Group. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements. 186 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report XI. Commitments and contingencies 1 Significant commitment (1) Capital commitments Item 2021 2020 Long-term assets acquisition commitment 84,963,700 249,379,500 Total 84,963,700 249,379,500 (2) Operating lease commitments As at 31 December, the total future minimum lease payments under non-cancellable operating leases of the Group’s properties were payable as follows: Item 2021 2020 Within 1 year (inclusive) 651,000 24,076,000 Over 1 year but within 2 years (inclusive) - 17,735,000 Over 2 years but within 3 years (inclusive) - 15,564,000 Over 3 years - 106,278,000 Total 651,000 163,653,000 2 Contingencies The Group do not have any significant contingencies as at balance sheet date. XII. Subsequent events Distribution of dividends on ordinary shares approved after the balance sheet date According to the proposal of the Board of Directors on 25 April 2022, the Company intends to distribute cash dividend totaling RMB308,458,800 to all shareholders of 685,464,000 capital shares for the year ended 31 December 2021 on the basis of RMB4.5 (including tax) for every 10 shares. The proposal is subject to the approval by the Shareholders’ meeting. This distribution of profit in cash has not been recognised as a liability at the balance sheet date. XIII. Other significant items 1 Segment reporting The Group is principally engaged in the production and sales of wine, brandy, and sparkling wine in China, France, Spain, Chile and Australia. In accordance with the Group’s internal organisation structure, management requirements and internal reporting system, the Group’s operation is divided into five parts: China, Spain, France, Chile and Australia. The management periodically evaluates segment results, in order to allocate resources and evaluate performances. In 2021, over 87% of revenue, more than 94% of profit and over 92% of non-current assets derived from China/are located in China. Therefore, the Group does not need to disclose additional segment report information. 187 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report XIV. Notes to the Company’s financial statements 1 Bills receivable Classification of bills receivable Item 2021 2020 Bank acceptance bills 9,800,000 - Total 9,800,000 - All of the above bills are due within one year. 2 Receivables under financing Item Note 2021 2020 Bills receivable (1) 62,411,636 13,920,000 Total 62,411,636 13,920,000 (1) The pledged bills receivable of the Company at the end of the year As at 31 December 2021, there was no pledged bills receivable (31 December 2020: Nil). (2) Outstanding derecognised endorsed bills that have not matured at the end of the year Amount Item derecognised at year end Bank acceptance bills 65,893,889 Total 65,893,889 As at 31 December 2021, derecognised bills endorsed by the Company to other parties which are not yet due at the end of the period is RMB65,893,889 (31 December 2020: RMB49,849,895). The notes are used for payment to suppliers. The Company believes that due to good reputation of bank, the risk of notes not accepting by bank on maturity is very low, therefore derecognise the note receivables endorsed. If the bank is unable to pay the notes on maturity, according to the relevant laws and regulations of China, the Company would undertake limited liability for the notes. 3 Other receivables Note 31 December 2021 31 December 2020 Dividends receivable (1) - 200,000,000 Others (2) 398,072,976 380,131,798 Total 398,072,976 580,131,798 (1) Dividends receivable Item 31 December 2021 31 December 2020 Dividends to subsidiaries - 200,000,000 Total - 200,000,000 188 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (2) Others (a) Others by customer type: Customer type 31 December 2021 31 December 2020 Amounts due from subsidiaries 397,998,281 379,375,427 Amounts due from related parties - 522,936 Others 74,695 233,435 Sub-total 398,072,976 380,131,798 Less: Provision for bad and doubtful debts - - Total 398,072,976 380,131,798 (b) The ageing analysis is as follows: Ageing 2021 2020 Within 1 year (inclusive) 397,936,651 378,307,160 Over 1 year but within 2 years (inclusive) 11,853 1,804,638 Over 2 years but within 3 years (inclusive) 104,472 - Over 3 years 20,000 20,000 Sub-total 398,072,976 380,131,798 Less: Provision for bad and doubtful debts - - Total 398,072,976 380,131,798 The ageing is counted starting from the date when other receivables are recognised. (c) Others by method of provisioning 2021 2020 Provision for bad and doubtful Provision for bad and doubtful Book value Book value debts Carrying debts Carrying Category Percentage Percentage amount Percentage Percentage amount Amount Amount Amount Amount (%) (%) (%) (%) Individual assessment - Total other - - - - - - - - - - receivables Collective assessment - Amounts due from 397,998,281 99.98 - - 397,998,281 379,375,427 99.80 - - 379,375,427 subsidiaries - Amounts due from related - - - - - 522,936 0.14 - - 522,936 parties - Amounts due from third 74,695 0.02 - - 74,695 233,435 0.06 - - 233,435 parties Total 398,072,976 100.00 - - 398,072,976 380,131,798 100.00 - - 380,131,798 (d) Movements of provisions for bad and doubtful debts As at 31 December 2021, no bad and doubtful debt provision was made for other receivables (31 December 2020: Nil). As at 31 December 2021, the Company has no other receivables written off (31 December 2020: Nil). 189 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (e) Others categorised by nature Nature of other receivables 2021 2020 Amounts due from subsidiaries 397,998,281 379,375,427 Amounts due from related parties - 522,936 Others 74,695 233,435 Sub-total 398,072,976 380,131,798 Less: Provision for bad and doubtful debts - - Total 398,072,976 380,131,798 (f) Five largest others-by debtor at the end of the year Ending balance Percentage of Nature of the Balance at the of provision for Debtor Ageing ending balance receivable end of the year bad and doubtful of others (%) debts Amounts due Sales Company 113,621,178 Within 1 year 28.5 - from subsidiaries Amounts due R&D Centre 36,611,978 Within 1 year 9.2 - from subsidiaries Amounts due Digital Marketing 14,925,497 Within 1 year 3.7 - from subsidiaries Amounts due Chateau KOYA 1,458,255 Within 1 year 0.4 - from subsidiaries Amounts due Chateau Changyu 419,481 Within 1 year 0.1 - from subsidiaries Total 167,036,389 41.9 - 4 Long-term equity investments (1) Long-term equity investments by category: 2021 2020 Item Provision for Carrying Provision for Carrying Book value Book value impairment amount impairment amount Investments in 7,593,535,027 - 7,593,535,027 7,593,535,027 - 7,593,535,027 subsidiaries Investments in 5,886,467 - 5,886,467 6,243,853 - 6,243,853 associates Total 7,599,421,494 - 7,599,421,494 7,599,778,880 - 7,599,778,880 190 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (2) Investments in subsidiaries: Balance at the Additions during Decrease during Balance at the Subsidiary beginning of the year the year end of the year the year Xinjiang Tianzhu 60,000,000 - - 60,000,000 Kylin Packaging 23,176,063 - - 23,176,063 Chateau Changyu 28,968,100 - - 28,968,100 Pioneer International 3,500,000 - - 3,500,000 Ningxia Growing 36,573,247 - - 36,573,247 National Wines 2,000,000 - - 2,000,000 Golden Icewine Valley 30,440,500 - - 30,440,500 Chateau Beijing 588,389,444 - - 588,389,444 Sales Company 7,200,000 - - 7,200,000 Langfang Sales 100,000 - - 100,000 Langfang Castel 19,835,730 - - 19,835,730 Wine Sales 4,500,000 - - 4,500,000 Shanghai Marketing 1,000,000 - - 1,000,000 Beijing Sales 850,000 - - 850,000 Jingyang Sales 100,000 - - 100,000 Jingyang Wine 900,000 - - 900,000 Ningxia Wine 222,309,388 - - 222,309,388 Chateau Ningxia 453,463,500 - - 453,463,500 Chateau Tinlot 212,039,586 - - 212,039,586 Chateau Shihezi 812,019,770 - - 812,019,770 Chateau Changan 803,892,258 - - 803,892,258 R&D Centre 3,288,906,445 - - 3,288,906,445 Huanren Wine 22,200,000 - - 22,200,000 Wine Sales Company 5,000,000 - - 5,000,000 Francs Champs 236,025,404 - - 236,025,404 Dicot 233,142,269 - - 233,142,269 Chile Indomita Wine Group 274,248,114 - - 274,248,114 Australia Kilikanoon Estate 129,275,639 - - 129,275,639 Digital Marketing 1,000,000 - - 1,000,000 Culture Development 92,479,570 - - 92,479,570 Total 7,593,535,027 - - 7,593,535,027 For information about the subsidiaries of the Company, refer to Note VI. (3) Investments in associates: Balance at the Additions during Decrease during Balance at the Subsidiary beginning of the the year the year end of the year year WEMISS Shanghai 2,743,890 - (377,079) 2,366,811 Yantai Santai Real Estate 3,499,963 19,693 - 3,519,656 Development Co., Ltd Total 6,243,853 19,693 (377,079) 5,886,467 191 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 5 Operating income and operating costs 2021 2020 Item Income Cost Income Cost Principal activities 576,706,055 470,719,232 510,205,498 450,876,445 Other operating activities 2,189,747 1,439,506 2,098,055 1,492,067 Total 578,895,802 472,158,738 512,303,553 452,368,512 Including:Revenue from contracts 576,706,055 470,719,232 510,205,498 450,876,445 with customers Rent income 2,189,747 1,439,506 2,098,055 1,492,067 (1) Disaggregation of revenue from contracts with customers: Type of contract 2021 2020 By type of goods or services - Liquor 576,706,055 510,205,498 By timing of transferring goods or services - Revenue recognised at a point in time 576,706,055 510,205,498 6 Investment income Item 2021 2020 Income from long-term equity investments 867,880,564 449,760,868 accounted for using cost method Loss from long-term equity investments accounted (357,386) (256,147) for using equity method Total 867,523,178 449,504,721 192 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report 7 Transactions with related parties (1) Product procurement Related parties Nature of transaction 2021 2020 Subsidiary of the parent Product procurement 117,808,977 107,663,061 company Other related parties of the Product procurement 30,002,566 36,249,251 Company Total 147,811,543 143,912,312 (2) Sales of goods Related parties Nature of transaction 2021 2020 Subsidiary of the parent Sales of goods 576,708,399 504,080,073 company Other related parties of the Sales of goods 3,017,548 2,952,493 Company Total 579,725,947 507,032,566 (3) Guarantee The Company as the guarantor Amount of Inception date of Maturity date of Guarantee Guarantee holder Currency guarantee guarantee guarantee expired (Y/N) R&D Centre RMB 500,000,000 08 March 2017 08 March 2022 N Australia Kilikanoon AUD 25,000,000 13 December 2018 13 December 2023 N Estate (4) Leases (a) As the lessor Lease income Lease income Name of lessee Type of assets leased recognised in 2021 recognised in 2020 Other related parties of Offices and plants 2,015,486 2,015,486 the Company Subsidiary of the parent Offices buildings 85,714 82,569 company Total 2,101,200 2,098,055 (b) As the lessee Lease expense Lease expense Name of lessor Type of assets leased recognised in 2021 recognised in 2020 Other related parties of Office buildings 1,394,762 1,394,762 the Company Total Office buildings 1,394,762 1,394,762 193 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report (5) Other related party transactions Related parties Nature of transaction 2021 2020 Transfer of trademark Changyu Group - 18,334,528 use rights Transfer of Culture Changyu Group - 89,519,789 Development 8 Receivables from and payables to related parties Receivables from related parties 2021 2020 Provision for Provision for Item Related party Book value bad and Book value bad and doubtful debts doubtful debts Other related parties Prepayments - - 126,818 - of the Company Subsidiary of the Other receivables 397,998,281 - 379,375,427 - parent company Other related parties Other receivables - - 522,936 - of the Company Subsidiary of the Other non-current assets 2,023,500,000 - 1,530,700,000 - parent company Payables to related parties Item Related party 2021 2020 Other related parties of Accounts payable 28,014,000 29,634,723 the Company Subsidiary of the Other payables 362,651,747 319,936,973 parent company Other related parties of Other payables - 450,000 the Company XV. Non-recurring profit and loss statement in 2021 Item Amount (1) Profit and loss from disposal of non-current assets (15,364,993) Government grants recognised through profit or loss (excluding those (2) having close relationships with the Group’s operation and enjoyed in 48,240,741 fixed amount or quantity according to uniform national standard) (3) Other non-operating income and expenses besides items above 2,328,169 Sub-total 35,203,917 (4) Tax effect (7,306,787) (5) Effect on non-controlling interests after taxation (30,486) Total 27,866,644 Note 1: Extraordinary gain and loss items (1) to (3) listed above are presented in the amount before taxation. 194 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report XVI. Return on net assets and earnings per share 1 Calculation of earnings per share (1) Basic earnings per share For calculation of the basic earnings per share, please refer to Note V.49. (2) Basic earnings per share excluding extraordinary gain and loss Basic earnings per share excluding extraordinary gain and loss is calculated as dividing consolidated net profit excluding extraordinary gain and loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding: 2021 2020 Consolidated net profit attributable to ordinary 500,102,606 470,860,587 shareholders of the Company Extraordinary gains and losses attributable to 27,866,644 73,205,400 ordinary shareholders of the Company Consolidated net profit excluding extraordinary gain and loss attributable to the Company’s ordinary 472,235,962 397,655,187 equity shareholders Weighted average number of ordinary shares 685,464,000 685,464,000 outstanding Basic earnings per share excluding extraordinary 0.69 0.58 gain and loss (RMB/share) (3) Diluted earnings per share During the reporting period, the Company did not have dilutive potential ordinary shares. 2 Calculation of weighted average return on net assets (1) Weighted average return on net assets Weighted average return on net assets is calculated as dividing consolidated net profit attributable to ordinary shareholders of the Company by the weighted average amount of consolidated net assets: 2021 2020 Consolidated net profit attributable to ordinary 500,102,606 470,860,587 shareholders of the Company Weighted average amount of consolidated net 10,329,718,533 10,304,733,743 assets Weighted average return on net assets 4.84% 4.57% 195 Yantai Changyu Pioneer Wine Co., Ltd. 2021 Annual Report Calculation of weighted average amount of consolidated net assets is as follows: 2021 2020 Consolidated net assets at the beginning of the year 10,267,832,644 10,402,248,821 Impact of changes in accounting policies (10,582,161) - Business combination involving entities under - (37,299,912) common control Effect of consolidated net profit attributable to 232,409,650 237,836,150 ordinary shareholders of the Company The impact of the purchase of minority - (8,046,940) shareholders’ equity Effect of shares repurchased (Note V.36) (159,941,600) (290,004,376) Weighted average amount of consolidated net 10,329,718,533 10,304,733,743 assets (2) Weighted average return on net assets excluding extraordinary gain and loss Weighted average return on net assets excluding extraordinary gain and loss is calculated as dividing consolidated net profit excluding extraordinary gain and loss attributable to ordinary shareholders of the Company by the weighted average amount of consolidated net assets: 2021 2020 Consolidated net profit excluding extraordinary gain and loss attributable to the Company’s ordinary 472,235,962 397,655,187 equity shareholders Weighted average amount of consolidated net 10,329,718,533 10,243,190,738 assets (Note) Weighted average return on net assets excluding 4.57% 3.88% extraordinary gain and loss Note: When a business combination under common control occurs during the reporting period, the net assets of the combining party shall be weighted from the month following the acquisition date when calculating the weighted average return on net assets after deducting non-recurring gains and losses. When calculating the weighted average return on net assets after deducting non-recurring gains and losses during the comparative period, the net assets of the combining party shall not be weighted. Yantai Changyu Pioneer Wine Co., Ltd. Board of Directors April 27, 2022 196