Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Final 2023-01 April 13, 2023 1 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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 ..........................................................................................................34 V、Environmental and Social Responsibility .............................................................................43 VI、Major issues ........................................................................................................................... 61 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. 2022 Annual Report 2022 Annual Report I. Important Notice, Contents 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. Hongjiang Zhou (Person in charge of the Company), Mr. Jianxun Jiang (Person in charge of accounting work) and Ms. Cuimei Guo (Person in charge of accounting organ & Accountant in charge) assure the truthfulness, accuracy and completeness of the financial report in the annual report. Except for the following director, 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 On a business trip Enrico Sivieri 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. 2022 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 Accountant in charge. (3)The Prospectus and Public Offering Announcement for Stock B issued in 1997; The Prospectus of Intent and The Shares’ Change & A Share’s Public Offering Announcement for Stock A issued by the capital increase 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. 2022 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. 2022 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 Hongjiang Zhou 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. Jianxun Jiang Mr. Tingguo Li 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. 2022 Annual Report 4. Registration changes 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 Annual 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 May 12th, 2010, approved by the 2009 Annual Shareholders’ Meeting, the Company’s business scope was changed to production, processing and sales of wine, distilled liquor, medicinal Changes for the main businesses liquor, fruit liqueur, non-alcohol beverage, fruit jam, packing material of the Company since it was listed and its products and winemaking machinery; licensed import and export; external investment subject to national policy. On September 23rd, 2016, approved by The 1st Interim Shareholders’ Meeting in 2016, 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, Beijing Name of signatory accountants Ms. Ting Wang, Ms. Hui Jiang 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. 2022 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 2022 2021 2020 with last year (%) Operating revenue (CNY) 3,918,941,160 3,953,067,583 -0.86% 3,395,402,001 Net profit attributed to shareholders 428,681,411 500,102,606 -14.28% 470,860,587 of the listed company (CNY) Net profit attributed to shareholders of the listed company after 413,831,359 472,235,962 -12.37% 397,655,187 deducting non-recurring profits and losses (CNY) Net cash flows from operating 868,876,647 1,125,382,658 -22.79% 505,146,673 activities (CNY) Basic earnings per share (CNY) 0.63 0.73 -13.70% 0.69 Diluted earnings per share (CNY) 0.63 0.73 -13.70% 0.69 Weighted average for earning rate 4.09% 4.84% -0.75% 4.57% of net assets (CNY) December 31, December 31, Increase/decrease compared December 31, 2022 2021 with last year-end (%) 2020 Total assets (CNY) 13,171,506,378 13,472,009,754 -2.23% 13,102,481,541 Net assets attributed to shareholders 10,579,053,733 10,447,884,183 1.26% 10,267,832,644 of the listed company (CNY) The lower of the net profits before non-recurring gains and losses 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 profits before non-recurring gains and losses and after non-recurring gains and losses is negative □Yes No 7. Differences in accounting data under PRC accounting standards and international accounting standards 8 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (1) Differences for net profit and net assets in the financial report disclosed according to both international accounting standards and PRC accounting standards □Available Not available There are no differences for net profit and net assets in the financial report disclosed according to both international accounting standards and PRC accounting standards during the report period. (2) Differences for net profit 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 for net profit 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 1,165,989,959 787,102,176 857,930,890 1,107,918,135 Net profit attributed to shareholders of the 290,587,744 67,871,859 75,890,351 -5,668,543 listed company Net profit attributed to shareholders of the listed company after deducting non-recurring 284,168,658 60,140,364 68,081,711 1,440,626 profits and losses Net cash flows from operating activities 299,300,737 306,972,858 132,417,260 130,185,792 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 2022 2021 2020 Explanation Profits and losses on disposal of non-current assets (including -18,902,024 -15,364,993 -1,165,162 the provision for asset impairment write-off part) Government grants recorded into the current profits and losses(except for those government grants that are closely related to the enterprise’s normal operation, in line with national 33,145,440 48,240,741 73,180,848 policy provisions and in accordance with certain standard quota or ration continued to enjoy) Income generated from when the investment cost of the subsidiary, affiliated business and joint venture is less than the 0 fair value of identifiable net assets of the invested entity should 9 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report be enjoyed when the investment is acquired Current net profit or loss from the beginning of the period to the merger date of subsidiaries arising from merger under the same 12,715,544 control Other non-operating revenues and expenditures in addition to 4,750,614 2,328,169 10,098,551 the aforementioned items Less:Income tax effect 4,695,173 7,306,787 21,595,671 Minority shareholders’ equity effect (after taxes) -551,195 30,486 28,710 Total 14,850,052 27,866,644 73,205,400 -- Specific situation of other profit and loss items conforming to the definition of non-recurring profit and loss □Available Not available There does not exist specific situation of other profit and loss items 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. 2022 Annual Report III. Management Discussion and Analysis 1. Situation of industry in which the Company operates during the report period In 2022, the domestic wine market continued to decline due to the impact of the pressure from other liquors such as Baijiu and beers. The sales volume of imported wine and domestic wine continued the trend of “double decline”, and the rising costs of raw material and packaging further dragged down the profitability of enterprises. The vast majority of wine enterprises were in difficulty, and the domestic wine industry was still on the edge of loss. In the face of difficulties and challenges, 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 large single product” and the marketing philosophy of “obtaining growth from the terminal and nurturing consumers”, took market-oriented action to accelerate the pace of business division reform, actively carry out circle marketing and continue to promote digital transformation . In 2022, the Company realized the operating revenue of CNY3918.94million with a year-on-year decrease of 0.86% and the net profit attributable to the parent company’s shareholders of CNY428.68million with a year-on-year decrease of 14.28%, 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 business was production and operation of wine and brandy, thus providing domestic and foreign consumers with healthy and fashionable alcoholic drinks. Compared with earlier stage, there were no significant changes happened to the Company’s main business. The wine industry that the Company involved in was still in growth stage. Being affected by many factors including slowing domestic economic growth and strong pressure from alternatives in recent years, the competition in the market was fierce, the wine consumption continuously declined, and a large number of wine production enterprises were on the brink of loss, even some wine enterprises were eliminated from the market. However, seen from the long term, the existing consumption concept might change with the increase of people’s income level and their pursuit of a relaxed, romantic and healthy lifestyle. More domestic wine would be drunk by people, and wine would enter more and more household consumption. The situation of current low average consumption of domestic wine would gradually improve. The Company was at the forefront in the domestic wine market and was significantly ahead of major domestic competitors. 11 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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) The production licenses of main products obtained by the Company in China Food Food production license Producer name Obtaining time Obtaining method category number Yantai Changyu Pioneer Wine Co., Approval from SC11537060100050 Alcohol 2021.06.01 Ltd. government authority Beijing Chateau Changyu AFIP Approval from SC11511280920745 Alcohol 2022.08.22 Global Co., Ltd. government authority Liaoning Changyu Golden Icewine Approval from SC11521052200370 Alcohol 2021.03.25 Valley Co., Ltd. government authority Ningxia Chateau Changyu Moser Approval from SC11564010500657 Alcohol 2018.01.25 XV Co., Ltd. government authority Xinjiang Chateau Changyu Baron Approval from SC11565900100392 Alcohol 2017.08.25 Balboa Co., Ltd. government authority Yantai Chateau Changyu-Castel Approval from SC11537063600172 Alcohol 2021.06.08 Co., Ltd. government authority Shaanxi Chateau Changyu Rena Approval from SC11561040400532 Alcohol 2020.10.19 Co., Ltd. government authority Yantai Chateau Koya Brandy Co., Approval from SC11537063601165 Alcohol 2021.01.11 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. 12 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Distribution mode Available □Not available (1) Situation of change in the number of distributors Number at the Increased number during Number at the Region beginning of 2022 this report period end of 2022 1857 79 1936 Eastern China 565 40 605 South China 476 -29 447 Central China 365 -7 358 North China 184 -14 170 Northwest China 493 -10 483 Southwest China 318 -6 312 Northeast China HongKong, Macao,Taiwan 573 29 602 China and overseas 4831 82 4913 Total (2) The Company and distributors took cash spot settlement, 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 2022 2021 Sales model Operating income Operating cost Operating income Operating cost Gross Gross margin (CNY) (CNY) (CNY) (CNY) margin Distribution 3,272,506,752 1,396,195,485 57.34% 3,263,303,800 1,349,422,481 58.65% Direct sales 646,434,408 284,599,247 55.97% 689,763,784 298,367,393 56.74% Total 3,918,941,160 1,680,794,732 57.11% 3,953,067,584 1,647,789,874 58.32% 13 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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 66,633.60 Tender/Price determined by quality comparison with standard price items Packaging materials 41,755.50 Tender/Price determined by quality comparison with standard price items Brewing materials 2,364.30 Tender/Price determined by quality comparison with standard price items Vineyard supplies 1,140.30 Contract Fuel and power 4,739.90 Price determined by quality comparison with standard price items Other wines and derivatives 2,736 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 competition 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. 14 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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 strong 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 and Liaoning, 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 15 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Increase or decrease at Description the end of the period Cause of significant changes over the end of last year Operating revenue -0.86%Mainly because of decrease in sales volume Mainly because of increase in the procurement cost of raw Operating cost 2.88% materials and packaging materials Mainly because of increased marketing expense and service Sales expense 3% fee resulting from increased market investment Mainly because of the year-on-year decrease in rental Management expense -3.84% expense and contract fee Mainly because of increase in research input, purchasing R&D expense 41.32% and updating scientific equipment Mainly because of increase in interest income and decrease Financial expense -65.74% in expenditure Net amount of cash flow generated Mainly because of the year-on-year increase in the cash -22.79% in operating activities paid for purchasing commodity and receiving labor service Net amount of cash flow generated Mainly because of the year-on-year increase in cash 18% in investment activities received from investment recovery Net amount of cash flow generated Mainly because of the year-on-year decrease in cash -23.06% in financing activities received from loan 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 needs in the domestic wine industry was still small and the market competition was very intense. This Company realized the operating revenue of CNY3918.94million with a decrease of 0.86% compared with last year, lowing than the target fixed at the beginning of the year of realizing operating revenue no less than CNY4.3billion, and realized the net profit attributable to the parent company’s shareholders of CNY428.68million with a decrease of 14.28% compared with last year. The main works during the report period were shown as followed: Firstly, the Company accelerated the construction of business division system and improved marketing measures. The Longyu Business Division strengthened its organizational construction, developed and launched Long series products, reset the price system, focused on certain marketing methods, and persisted in developing group buyers and consumers to directly reach the C-end. The Chateau Wine Business Division increased the marketing efforts, reorganized the brands and products of each chateau, developed the master-co-signed AFIP Jiangya Yunhai gift box and the Castel Huakai Fugui product and so on, and formulated and promoted the overall layout planning. The Noble Dragon Business Division implemented city classification management, strengthened product delivery control, vigorously promoted banquet promotion, and formulated distributor file management measures, improving the market environment and distributor confidence. The 16 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Imported Wine Business Division focused on some brands, further optimized the product structure, set up classified cities, and launched new products such as Kilikanoon Crown and IWCC Aoma, which promoted the good development of the market brands. The Brandy Business Division insisted on high-end focus, market focus and marketing action focus, constantly improved the distributor system, accelerated the layout of Koya distributors, continued to summarize and promote the successful marketing cases of Koya, steadily promoted the construction of Koya XO Cultural Experience Museum, developed and launched 43 ° Master version of Koya Men-40 products, Koya 12-years, Koya 20-years and Koya 1915 Panama Memorial products. The Online Business Division increased the sales proportion of middle-and-high-end products, ranked first among five e-commerce platforms such as T-mall, Jingdong, Pinduoduo, Douyin and Kuaishou during the period of Double Eleven. The Tourism Division assisted in the completion of the museum upgrading project, actively promoted the strategic cooperation with well-known cultural and tourism group company in China, and further reduced the number of management personnel of tourism units in allopatric places. Secondly, the Company strengthened the quality details management and constantly improved product quality. The Company fully implemented the “Provisions on the Supervision and Management of Enterprises’ Implementation of Food Safety Subject Responsibility”, and further improved the quality and safety management structure. The Company obtained 3 new national invention patents and 1 utility model patent. Two scientific and technological achievements, such as “Research on Flavor and Style Characteristics of Chinese Brandy”, were identified as “international leading level” by China National Light Industry Council. The project of “Research on Key Common Indexes of High Quality Brandy Flavor and Its Application in National Standards and Industrialization” was listed in the science and technology innovation projects of Shandong Province. The project “Research and Industrialization Application in Key Brewing and Wine-making Technology of Chinese Characteristic ‘Cabernet Gernischt’ Grape Strain” won the first prize of Science and Technology Progress of China Alcoholic Drinks Association. The Company participated in 20 international and domestic wine and spirits competitions, and won 25 grand gold awards and 75 gold awards, which were significantly higher than that in 2021. Thirdly, the Company orderly implemented series of activities for the 130th anniversary, enhancing the brand influence. The Company systematically organized activities related to China Wine Culture Month and the 130th anniversary, including the unveiling ceremony of “China Wine Time Art Exhibition”, the opening of China Wine Technology and Quality Development Conference & China Alcoholic Drinks Association’s 2022 Annual Meeting of National Wine Evaluation Committee, the reopening of the revitalized and upgraded Wine Culture Museum, the CCTV “Chinese Typical Scenery and Objects Collection” into Changyu, the first Vineyard concert in China especially for the 130th anniversary of Changyu, and staff photography/painting/essay contest. Moreover, it actively took participation in the creation of the large-scale urban development convergence media program “Central City of Young - Tipsy YantaiSharing Night” co-sponsored by Yangshipin of Central Radio and Television Station and Yantai City, in which the Company implanted Changyu contents in multiple aspects and further enhanced the influence of century-old Changyu brand. 17 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Fourthly, the Company further improved financial management and strengthened audit supervision. The Company completed the key expenses audit, the assets integrity and effectiveness audit, the resignation audit to 40 business unit managers, the investigation in bad assets and economic responsibility and other special audit, and conducted responsibility investigation and punishment to the person liable. It also strengthened fund management, took various measures to save financing costs, and increased financial interest income through structured deposits and agreed deposits etc.. The intelligent reimbursement system of Maycur was carried out to promote the integrated development of business/finance, which improved operating efficiency. The Company strengthened financial supervision and management in overseas enterprises whose annual investment scale was strictly controlled, actively coordinated with banks to relieve the financing pressure of overseas enterprises, and saved interest expenses. Fifthly, the Company abode by the concept of safety, and conducted prevention and safety work in an orderly manner. During the report period, all the company personnel consolidated their thinking and understanding, clarified the main responsibility of prevention and control, adhered to the principle of “checking the entrance qualification, managing the personnel, controlling the materials, making the backup plan”, and strengthened closed-loop management, achieving the expected effect of prevention and control and ensuring the stable development of the market and the normal operation of the company’s business. The Company firmly established the concept of safety development, adhered to the policy of “safety first, prevention oriented, comprehensive management”, effectively strengthened safety management, and put an end to the occurrence of major safety accidents. Sixthly, the Company carefully organized and successfully completed the acquisition of grape raw materials. Through scientific organization and planning, the Company overcame the difficulties of multiple distribution points of grape bases, large geographical span, tight time in grape acquisition and processing, heavy tasks, large labor intensity, long duration, limited personnel flow and serious shortage of manpower during the control period and so on, and completed the purchase work of grape raw materials with high quality and specified quantity, providing reliable raw material guarantee for future production and management. (2) Revenue and cost ① Composition of operating revenue Unit: CNY 2022 2021 Year-on-year Proportion in Proportion in increase or Amount Amount operating revenue operating revenue decrease (%) Total operating revenue 3,918,941,160 100% 3,953,067,583 100% -0.86% Sector-classified Sector of liquor and 3,918,941,160 100% 3,953,067,583 100% -0.86% alcoholic beverage Product-classified 18 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Wine 2,841,437,996 72.51% 2,834,114,276 71.69% 0.26% Brandy 990,847,691 25.28% 1,036,164,837 26.22% -4.37% Tourism 76,422,314 1.95% 73,192,187 1.85% 4.41% Others 10,233,159 0.26% 9,596,283 0.24% 6.64% Area-classified Domestic 3,320,757,555 84.74% 3,421,775,481 85.09% -2.95% Overseas 598,183,605 15.26% 531,292,102 14.91% 12.59% Sales model- classified Distribution 3,272,506,752 83.50% 3,263,303,800 82.55% 0.28% Direct sales 646,434,408 16.50% 689,763,783 17.45% -6.28% ② The industry, product, region and sales model that account for over 10% of 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 3,918,941,160 1,680,794,732 57.11% -0.86% 2% 1.21% beverage Product-classified Wine 2,841,437,996 1,234,184,571 56.76% 0.26% 4.07% -2.74% Brandy 990,847,691 406,386,918 58.99% -4.37% -2.09% -1.59% Tourism 76,422,314 34,842,151 54.41% 4.41% -18.66% 31.18% Others 10,233,159 5,381,092 47.42% 6.64% 33.13% -18.08% Area-classified Domestic 3,320,757,555 1,275,274,611 61.60% -2.95% -2.61% -0.16% Overseas 598,183,605 405,520,121 32.21% 12.59% 16.34% -3.93% Sales model- classified Distribution 3,272,506,752 1,396,195,485 57.34% 0.28% 3.47% -1.31% Direct sales 646,434,408 284,599,247 55.97% -6.28% -4.61% -0.77% 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 19 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report ③ Whether the Company’s sales revenue for material object is more than labor service revenue Yes □No Sector Item Unit 2022 2021 Year-on-year increase or decrease (%) Alcohol and Sales volume Ton 93,004 97,499 -4.61% alcoholic beverage Yield Ton 90,099 100,737 -10.56% industry Inventory Ton 27,427 30,412 -9.81% Sales volume Ton 65,540 67,700 -3.19% Wine Yield Ton 66,269 67,342 -1.59% Inventory Ton 16,441 16,104 2.09% Sales volume Ton 27,464 29,799 -7.84% Brandy Yield Ton 23,830 33,394 -28.64% Inventory Ton 10,986 14,308 -23.22% Explanation on the causes of over 30% year-on-year changes of the related comparison data □Available Not available ④ The fulfillment of significant sales contract and purchase contract signed by the Company up to the report period □Available Not available ⑤ Composition of operating costs Classification of sector and product Unit: CNY 2022 2021 Year-on-year Sector Item Proportion in the Proportion in the increase or Amount Amount operating cost (%) operating cost (%) decrease (%) Blending liquor 878,602,506 53.21% 833,479,062 51.93% 5.41% Liquor Packing material 470,509,666 28.50% 477,555,065 29.76% -1.48% and Wages 61,024,162 3.70% 59,063,486 3.68% 3.32% alcoholic Manufacturing beverage 241,018,089 14.60% 234,857,160 14.63% 2.62% expenses Blending liquor 647,858,697 52.49% 611,321,504 51.55% 5.98% Packing material 348,031,956 28.20% 328,926,668 27.74% 5.81% Wine Wages 39,226,057 3.18% 50,206,319 4.23% -21.87% Manufacturing 199,067,861 16.13% 195,416,595 16.48% 1.87% expenses Blending liquor 210,008,018 51.68% 220,058,439 53.02% -4.57% Brandy Packing material 143,071,661 35.21% 147,425,674 35.52% -2.95% Wages 9,166,666 2.26% 8,708,416 2.10% 5.26% 20 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Manufacturing cost 44,140,573 10.86% 38,849,077 9.36% 13.62% Explanation No ⑥ Whether there are changes of consolidation scope during the report period Yes □No During the report period, the newly-established Yantai Kelidun Catering Co., Ltd was included in the scope of consolidation. For other changes, please refer to ‘1. Interests in subsidiaries’ in Note ‘VI Interests in other entities’ in the financial statements. ⑦ Major changes or adjustments of the Company’s businesses, products or service during the report period □Available Not available 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) 291,092,248 The proportion that total sales amount of the top five customers accounting for the annual total 7.43% 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 180,422,614 4.61% 2 Rank 2 nd 40,497,501 1.03% 3 Rank 3rd 27,313,392 0.70% 4 Rank 4th 25,801,683 0.66% 5 Rank 5 th 17,057,058 0.44% Total -- 291,092,248 7.43% 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 310,187,581 The proportion of the total purchase amount of the top 5 suppliers in the annual purchase 25.99% 21 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report amount The proportion of the related party purchase amount in the top 5 supplier purchase amount 6.89% 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 84,456,054 7.08% 2 Rank 2nd 82,187,388 6.89% 3 Rank 3 rd 62,415,788 5.23% 4 Rank 4 th 43,590,163 3.65% 5 Rank 5 th 37,538,189 3.14% Total -- 310,187,581 25.99% Other situation explanations of main suppliers □Available Not available (3) Expense Unit: CNY Year-on-year increase 2022 2021 Explanation of significant changes or decrease (%) Mainly due to the increased marketing Sales expense 1,028,966,138 998,954,105 3% investment and the year-on-year increased marketing expenses and labor cost Management Mainly due to the decrease of leasing cost 287,605,531 299,076,376 -3.84% expense and contract fees Mainly due to the increase of the Financial 7,256,207 21,178,727 -65.74% Company’s interest income and decrease expense of expenses Research and Mainly due to the increase in R&M input, Development 15,431,310 10,919,262 41.32% purchasing and updating scientific research expense equipment The Company needs to comply with the disclosure requirements of the food and wine manufacturing industry as set out in the Guidance on Self-Regulation of Listed Companies of Shenzhen Stock Exchange No.3- Industry Information Disclosure. (4) Research and development investment Available □Not available Name of main Project Project Predicted influence in the Company’s research and Target purpose progress future development development 22 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report project Research and development and It could enrich the Company's product Development of industrialization Developing Project profile, meet consumer demand and sealwort wine mixed of sealwort wine new product approval cultivate new revenue growth points for with fruit juice mixed with fruit the Company. juice The Company’s research and development personnel 2022 2021 Percentage of changes (%) Number of R&D personnel (person) 139 137 1.46% The proportion of the number of R&D personnel 6.12% 5.96% 0.16% Educational structure of R&D personnel Bachelor 48 48 0% Postgraduate 25 23 8.70% Doctor 1 1 0% Below Bachelor 65 65 0% Age structure of R&D personnel Under 30-year-old 35 33 6.06% 30-to 40-year-old 41 41 0% Above 40-year-old 63 63 0% The investment of the Company’s R&D 2022 2021 Percentage of changes (%) R&D investment amount (CNY) 15,431,310 10,919,262 41.32% R&D investment as a percentage of operating income 0.39% 0.28% 0.11% Amount of R&D investment capitalized (CNY) 0 0 0% Capitalized R&D investment as a percentage of R&D 0% 0% 0% investment Reasons and effects of major changes in the composition of the company’s R&D personnel □Available Not available 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 23 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (5) Cash flow Unit: CNY Year-on-year increase Item 2022 2021 or decrease (%) Subtotal of cash inflow in operating activities 3,929,156,504 3,812,599,382 3.06% Subtotal of cash outflow in operating activities 3,060,279,857 2,687,216,724 13.88% Net amount of cash flow generated in operating activities 868,876,647 1,125,382,658 -22.79% Subtotal of cash inflow in investment activities 162,953,148 104,064,718 56.59% Subtotal of cash outflow in investment activities 306,991,362 279,720,766 9.75% Net amount of cash flow generated in investment activities -144,038,214 -175,656,048 18% Subtotal of cash inflow in financing activities 641,331,495 855,198,786 -25.01% Subtotal of cash outflow in financing activities 1,256,089,072 1,354,745,101 -7.28% Net amount of cash flow generated in financing activities -614,757,577 -499,546,315 -23.06% Net increase of cash and cash equivalents 110,426,571 449,661,924 -75.44% 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 24 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 6. Assets and liabilities (1) Significant changes of assets composition Unit: CNY At the end of 2022 At the beginning of 2022 Proportion increase or Explanation on Proportion in the total assets Proportion in the total assets Amount Amount decrease (%) significant changes (%) (%) Monetary funds 1,651,454,115 12.54% 1,567,095,993 11.63% 0.91% No significant changes Receivables 343,982,985 2.61% 291,006,410 2.16% 0.45% No significant changes Contract assets 0% 0% 0% No significant changes Inventory 2,903,398,515 22.04% 2,802,622,520 20.80% 1.24% No significant changes Investment real estate 22,115,318 0.17% 24,502,258 0.18% -0.01% No significant changes Long-term equity investments 41,371,385 0.31% 46,496,510 0.35% -0.04% No significant changes Fixed assets 6,028,137,972 45.77% 5,687,867,314 42.22% 3.55% No significant changes Construction in progress 40,934,161 0.31% 590,172,099 4.38% -4.07% No significant changes Right-of-use asset 139,887,159 1.06% 134,569,039 1% 0.06% No significant changes Short-term borrowings 389,378,480 2.96% 622,066,457 4.62% -1.66% No significant changes Contract liability 165,727,991 1.26% 147,120,716 1.09% 0.17% No significant changes Long-term borrowings 128,112,115 0.97% 176,047,043 1.31% -0.34% No significant changes Lease liability 109,505,093 0.83% 101,811,588 0.76% 0.07% No significant changes Foreign asset has a high proportion Available □Not available 25 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Control measures for Proportion of overseas Whether there are Formation Operation Earning Details of assets Assets scale Location safeguarding of assets in the significant reasons mode condition asset security Company’s net assets impairment risks The Company participates in Hacienda Y Acquisition of Independent making important decisions through Vinedos Marques Spain 17,497,532 4.14% No equity 545,439,787 operation board of directors and appoints CFO Del Atrio. SL on financial management. Indomita Wine The Company participates in Establishment of Independent Company Chile, Chile making important decisions through 23,561,992 4.11% No joint venture 541,425,857 operation S.p.A. board of directors. The Company participates in Kilikanoon Estate Acquisition of Independent Australia making important decisions through 687,415 1.42% No Pty., Ltd. equity 186,656,024 operation board of directors. Sole The Company participates in FrancsChampsPart Independent proprietorship France making important decisions through -1,931,487 1.68% No icipations SAS 220,786,729 operation establishment board of directors. Other explanation None (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. 7. Investment condition analysis (1) Overall situation 26 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Available □Not available Investment amount during the report period (CNY) Investment amount of the same period of last year (CNY) Variation 126,590,000 148,020,000 -14.48% (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 during Capital Project Estimated Disclosure index (if Project name amount up to the earnings up to planning schedule date (if mode fixed assets investment the report source progress earnings have) end of the report the end of the and estimated have) investment projects period period report period earnings Yantai Please refer to Changyu Resolution Liquor and International Announcement of Self-constr alcoholic Owned Wine City Yes 14,980,000 1,700,004,100 100% 0 0 — 2017.04.22 Seventh Session ucted beverage fund Blending and Board of Directors sector Cooling 4th Meeting, Center Resolution 27 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Announcement of Changyu Seventh Session International Self-constr Owned Board of Directors Yes 45,260,000 1,135,370,000 100% 0 0 — 2017.04.22 Wine City ucted fund 8th Meeting, Bottling Resolution Center Announcement of Oak Barrel Seventh Session Self-constr Owned Procurement Yes 30,550,000 178,634,200 90% 0 0 — 2021.04.28 Board of Directors ucted fund Project 10th Meeting, Resolution Announcement of Eighth Session Board of Directors Intellectualize 4th Meeting and d Upgrade Resolution and Announcement of Renovation Self-constr Owned Eighth Session Yes 35,800,000 50,113,000 100% 0 0 — 2022.04.27 Project of ucted fund Board of Directors Changyu 11th Meeting Wine Culture disclosed on China Museum Securities Journal, Securities Times and CNINFO (http://www.cninfo. com.cn/) Total -- -- -- 126,590,000 3,064,121,300 -- -- 0 0 -- -- -- 28 Yantai Changyu Pioneer Wine Co. Ltd. 2022 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 819,840,140 90,700,021 2,465,372,547 445,740,455 364,418,188 Co., Ltd. Yantai Changyu Wine Subsidiary Sales CNY5million 134,105,090 128,804,718 835,130,328 36,447,058 27,533,456 Sales Co., Ltd. Changyu Trading Co., Ltd. in Development Subsidiary Sales CNY5million 76,045,487 14,401,839 175,831,921 63,533,120 47,681,793 Zone of Yantai Laizhou Changyu Subsidiary Sales CNY1million 72,131,787 1,000,000 264,248,002 46,181,296 34,716,488 Wine Sales Co., Ltd. 29 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report Acquisition and disposal of subsidiaries during the report period □Available Not available Explanation on main holding and joint stock companies No 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, the wine consumption scene is blocked, and the market space is obviously squeezed by other alcoholic products and is getting smaller and smaller. Most wine companies have small scales with poor profitability and do not have much resources for cultivating the market. The whole industry has been in the rough for a long time, and 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, as always, we believe that 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 large single product” and the marketing philosophy of “obtaining growth from the terminal and nurturing consumers”, deepen the reform of marketing system, increase innovation efforts, firm the confidence in development, find problems and gaps from its own, do 30 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report everything possible to give full pay to its own advantages and seek market breakthroughs in difficulties. (3) Management plan for the new year In 2023, the Company will try its best to realize operating revenue of not less than CNY4.2billion and control the main operating costs and three period expenses below CNY3.3billion. (4) Measures to be adopted by the Company In the New Year, affected by the economic situation from the beginning of January 2023, the Company, distributors, suppliers and logistics enterprises could not work normally due to the infected employees, resulting in a year-on-year decline in sales volume. Furthermore, the adverse factors faced by China’s economic development, such as the demand contraction, the supply impact and the weakening of expectation, have not been fundamentally eliminated, and the development situation of the wine industry is still not optimistic. The Company will lead and unite all employees to face challenges and difficulties, enhance confidence, seize opportunities, and strive to achieve greater development with high morale. First, it is to improve the assessment system and perfect the incentive mechanism. The Company will strengthen the profit-oriented performance assessment, pay attention to the assessment in comprehensive gross profit rate and the gross profit rate of main products, and guide large amounts of resources to put into middle-and-high-end products and products with high gross profit in order to further enhance the profitability. The current incentive mechanism mainly based on salary and bonus will be improved, and other long-term incentive mechanisms will be actively studied and promoted, so as to further mobilize the enthusiasm and initiative of employees. Second, it is to continue to reform the organizational structure to better serve the market and consumers. The Company will deepen and improve the system of business divisions, establish clearer boundaries of responsibilities and rights for business divisions in terms of product research and development, product production, product distribution, human resource management, market order and inspection management, financial risk control and standardized management, media release and other business functions, fully delegate power to the six sales business division to further mobilize their enthusiasm, and form a good competition mechanism and reward and punishment mechanism among all business divisions, so as to make the business division system operate more efficient, better close to the market and consumers, improve the speed of response to the market and improve the quality of service. Third, it is to adhere to technological innovation and develop products with more Chinese characteristics. The Company will further improve the products’ body design, appearance design, launch marketing and other operational capacity, further reduce the cost and better meet the taste and packaging requirements of young Chinese consumers through technological innovation in order to invigorate the market of entry-level wine and new variety alcoholic drinks and cultivate and expand wine consumption groups, and further emancipate the mind, closely centre on the product research and development and technological innovation projects, and highlight the “Chinese 31 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report terroir” from the brewing/aging technology, blending technology and post-treatment technology and other aspects. Fourth, it is to continue to promote digital transformation and inject new impetus into market expansion. The Company will make full use of consumer core data from various sources and convert it into consumer digital assets. By studying consumer behavior preferences, the Company will better guide business activities such as market segmentation, product research and development, media investment, channel promotion, brand marketing and combination sales methods, so as to truly empower business and enhance enterprise development momentum. Fifth, it is to continue to promote the reform of online business channels and strive to expand the scale of e-commerce business. The Company will continue to vigorously support the traditional e-commerce business, consolidate and improve the existing market advantages. It will also strongly develop new channels and new business forms such as Douyin and private domain in order to occupy a dominant position in the critical period of rapid development of new e-commerce business. In addition, effective ways to continuously enlarge the scale of online business will be explored, and gross profit margin management and financial standardized management will be strengthened, so as to assure the prudent operation and strive to achieve steady growth of e-commerce business. Sixth, it is to strengthen financial management and audit supervision to avoid business risks. The Company will use Maycur system to standardize and sort out key expenses from the source of applying for reimbursement in order to avoid tax-related risks. The capital planning and centralized control in corporate funds will be intensified to ensure capital safety, improve the efficiency of capital use and reduce financing costs. The supervision of funds and operation of overseas subsidiaries will be strengthened to prevent financial risks. Moreover, the Company will enhance the comprehensive audit supervision, adhere to flight audit, focus on the profit authenticity audit, accounts receivable authenticity audit, advertising input effect audit and distributor inventory audit, so as to avoid potential losses and prevent the Company from the risks of internal control, tax and law. (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 32 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report 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 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 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 https://ww Investors participating the production and Shenzhen Stock 2022.06.15 w.ironline.c Other Other Company’s 2021 annual operation Exchange n/ online performance presentation situation of the (https://biz.szse.cn) Company 33 Yantai Changyu Pioneer Wine Co. Ltd. 2022 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 34 Yantai Changyu Pioneer Wine Co. Ltd. 2022 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, appointment of an accounting firm and the duty performance of directors and managers of the Company. (5) About performance evaluation and incentive system The appointment 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 The Implementation Plan on Strengthening the Safety Management of “Three Kinds of External Personnel”, The Inspection and Evaluation Measures on Grape Base Informatization and Acquisition System, Yantai Production Unit Reform Plan and Remote Production Unit Reform Plan, and revised The Assessment Measures of Financial Management for 2022 Annual Production System, Assessment Measures for 2022 Quality Management, The Monitoring Measures for the Product Quality and Safety Risk, The Assessment Measures for the Responsibility System of the 2022 Contract Base’ s Responsible Personnel and The Assessment Measures for the Responsibility System of the 2022 Self-run Grape Base’ s Personnel. Whether or not there is significant variance between the Company’s actual situation of corporate governance and laws, administrative regulations and the regulations 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 laws, administrative regulations and the regulations 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. 35 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report (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 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 36 Yantai Changyu Pioneer Wine Co. Ltd. 2022 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 2021 Annual Board of Directors’ Work Report, 2021 Annual Board of Supervisors’ Work Report, 2021 Annual Report, Proposal on 2021 2021 Annual Annual Profit Distribution, Proposal on 2022 Annual Financial Budget, Proposal on Annual shareholders’ Shareholders’ 60.42% 2022.05.27 2022.05.28 Meeting Changing License Use Mode of ‘Changyu’ Trademarks, Proposal on Appointing Certified Meeting Public Accountants Firm, Proposal on Reelection of Board of Directors, Proposal on Appointing Independent Directors and Proposal on Reelection of Board of Supervisors. (2) Request for convening interim shareholders’ meeting by preferred 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 Increased Decreased Other Shares held at Beginning date Ending date Reasons of the increase and Name Post Status Gender Age the beginning shares during shares during changes of the end of the of tenure of tenure decrease change of shares held of the period the period the period shares held period ZHOU Chairman Incumbent M 58 2002.05.20 2025.05.28 37,800 0 0 0 37,800 Hongjiang LENG Bin Director Outgoing M 60 2000.08.22 2022.05.27 SUN Jian Director Incumbent M 56 2019.05.17 2025.05.28 60,000 30,000 0 0 90,000 Secondary market purchases 37 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report LI Jiming Director Incumbent M 56 2019.05.17 2025.05.28 CHEN Director Incumbent F 56 2019.05.17 2025.05.28 Dianxin Aldino Director Incumbent M 70 2006.12.07 2025.05.28 Marzorati JIANG Director Incumbent M 56 2022.05.27 2025.05.28 Jianxun Stefano Director Incumbent M 64 2020.05.27 2025.05.28 Battioni Enrico Director Incumbent M 54 2019.05.17 2025.05.28 Sivieri CHIANG Director Incumbent F 55 2020.06.19 2025.05.28 Yun LUO Fei Independent director Outgoing M 70 2016.09.23 2022.05.27 DUAN Independent director Incumbent M 58 2019.05.17 2025.05.28 Changqing LIU Independent director Incumbent F 59 2019.05.17 2025.05.28 Huirong LIU Qinglin Independent director Incumbent M 59 2019.07.02 2025.05.28 YU Renzhu Independent director Incumbent M 44 2020.05.27 2025.05.28 WANG Independent director Incumbent M 57 2022.05.27 2025.05.28 Zhuquan KONG Chairman of the Board Outgoing M 50 2013.05.14 2022.05.27 Qingkun of Supervisors ZHANG Supervisor Outgoing F 53 2013.05.14 2022.05.27 Lanlan Chairman of the Board LENG Bin Incumbent M 60 2022.05.27 2025.05.28 of Supervisors LIU Zhijun Supervisor Incumbent M 42 2016.05.26 2025.05.28 ZHENG Supervisor Incumbent F 54 2022.05.27 2025.05.28 Wenping SUN Jian General manager Incumbent M 56 2018.01.10 2025.06.10 Deputy general LI Jiming Incumbent M 56 2019.05.28 2025.06.10 manager 38 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report Deputy general JIANG Hua Incumbent M 59 2001.09.14 2025.06.10 0 10,000 10,000 Secondary market purchases manager Deputy general PENG Bin Incumbent M 56 2018.01.10 2025.06.10 manager Deputy general JIANG manager and Board Incumbent M 56 2019.05.28 2025.06.10 Jianxun secretary General manager PAN Jianfu Incumbent M 47 2018.04.19 2025.06.10 assistant KONG General manager Incumbent M 50 2022.06.09 2025.06.10 Qingkun assistant General manager LIU Shilu Incumbent M 48 2018.04.19 2025.06.10 assistant XIAO General manager Incumbent M 46 2018.04.19 2025.06.10 Zhenbo assistant Total -- -- -- -- -- -- 97,800 40,000 0 0 137,800 -- 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 Mr. Bin Leng no longer served as a director of the Company due to the change of position upon expiration of his term of office; Mr. Fei Luo no longer served as an independent director of the Company due to his age upon expiration of his term of office; Mr. Qingkun Kong no longer served as the Chairman of the Board of Supervisors of the Company due to the change of position upon expiration of his term of office; Ms. Lanlan Zhang no longer served as a supervisor of the Company due to her age upon expiration of her term of office. Changes of directors, supervisors and senior managers of the company Available Not available Name Post Status Date Reasons LENG Bin Director Outgoing due to expiration of term 2022.05.27 No longer served as a director due to the change of position upon expiration of term 39 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report Chairman of the Board of Be elected as a supervisor of the Company by the General Shareholders’ Meeting, and be LENG Bin Be elected 2022.05.27 Supervisors elected as the Chairman of the Board of Supervisors by the Company’s Board of Supervisors LUO Fei Independent director Outgoing due to expiration of term 2022.05.27 No longer served as an independent director due to his age upon expiration of term WANG Zhuquan Independent director Be elected 2022.05.27 Be elected as an independent director of the Company by the General Shareholders’ Meeting JIANG Jianxun Director Be elected 2022.05.27 Be elected as a director of the Company by the General Shareholders’ Meeting Chairman of the Board of No longer served as the Chairman of the Board of Supervisors due to the change of position KONG Qingkun Outgoing due to expiration of term 2022.05.27 Supervisors upon expiration of term KONG Qingkun General manager assistant Be appointed 2022.06.09 Be elected as a general manager assistant by the Company’s Board of Directors ZHANG Lanlan Supervisor Outgoing due to expiration of term 2022.05.27 No longer served as a supervisor of the Company due to her age upon expiration of term ZHENG Wenping Supervisor Be elected 2022.05.27 Be elected as a supervisor by the Company’s Congress of Workers and Staff (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. Hongjiang Zhou, male, 58, 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. Jian Sun, male, 56, 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. Jiming Li, male, 56,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. Mr. Jianxun Jiang, male, 56, Chinese, MBA and accountant, served as the Financial Manager of the Company from May 20th, 2002 to January 10th, 2018. He now serves as the board director, Deputy General Manager and Board Secretary of the Company. 40 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report Ms. Dianxin Chen, female, 56,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, 70, Italian, with bachelor degree, serves currently 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, 64, 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, 54, 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. Yun Chiang, female, 55, 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 41 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report Founding Partner of Prospere Capital, and the board director of the Group Company and the Company. Mr. Qinglin Liu, male, 59, 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 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. Changqing Duan, male, 58, 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. Huirong Liu, female, 59, 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. Renzhu Yu, male, 44, 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 42 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report 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. Mr. Zhuquan Wang, male, 57, Chinese, doctor of management (accountancy), first batch of national accounting academic leading personals of Financial Department, the entrant of accountant master cultivation project of Financial Department, outstanding teacher of Shandong province, Government Special Allowance expert, acted as independent director from May 13th, 2010 to May 12th, 2013 and from May 23rd, 2014 to May 17th, 2019. Now he is the professor and the doctoral supervisors of the Ocean University of China and also holds a concurrent post of independent director of this company and Qingdao DoubleStar Co., Ltd.. ② Members of board of supervisors Mr. Bin Leng, male, 60, 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 and the General Manager of Yantai Changyu Group Co., Ltd. and the chairman of Board of Supervisor of the Company, with an additional post of the Chairman and General Manager of Yantai Zhongya Medical Health Wine Co., Ltd.. Mr. Zhijun Liu, male, 42, 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. Ms. Wenping Zheng, female, Chinese, 54, bachelor degree. Currently, she is the head of the Audit Department of the Company. ③ Other senior executives Mr. Hua Jiang, male, 59, Chinese, master degree, senior engineer, has been serving as the Deputy General Manager of the Company since September 14th, 2001. Mr. Bin Peng, male, 56, MBA, senior engineer, ever successively served as the Department Chief of Technical Transformation Department and the Minister of Investment and Development Department of the Company, as well as the General Manager Assistant of Yantai Changyu Group Co., Ltd.. He currently serves as the Deputy General Manager of the Company. Mr. Jianfu Pan, male, Han ethnic, Chinese, 47, MBA and senior economist, used to serve as the General Manager of the Jiangxi Branch of the Company, the General Manager of the Shanghai marketing management company and the General Manager of Beijing marketing management 43 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report center. Currently, he is a General Manager Assistant of the Company and the General Manager of Beijing marketing management center and Beijing Chateau AFIP. Mr. Qingkun Kong, male, 50, Chinese, MBA and economist, used to serve as a section member of production department in the healthy liquor branch office, a clerk and the Deputy Director and the Director of general manager office, and the chairman of the Company’s Board of Supervisor. Currently, he serves as a General Manager Assistant of the Company. Mr. Shilu Liu, male, Han ethnic, Chinese, 48, 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. Zhenbo Xiao, male, Han ethnic, Chinese, 46, 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. Post in the shareholder’s company Available □Not available Beginning date Ending date Paid by shareholder’s Name Shareholder’s Company Post of the post of 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. Director & 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. Bin Leng 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 (3) Salary of directors, supervisors and senior executives 44 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report The situation of decision-making process, the basis of determination and the actual payment of remuneration for 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, 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 58 Incumbent 149.62 No SUN Jian Director and General Manager M 56 Incumbent 115.77 No LI Jiming Director and Deputy General Manager M 56 Incumbent 85.05 No Director, Deputy General Manager and JIANG Jianxun M 56 Incumbent 87.90 No Board secretary CHEN Dianxin Director F 56 Incumbent 0 Yes Aldino Marzorati Director M 70 Incumbent 0 No Stefano Battioni Director M 64 Incumbent 0 No Enrico Sivieri Director M 54 Incumbent 0 No CHIANG Yun Director F 55 Incumbent 0 No DUAN Changqing Independent Director M 58 Incumbent 10 No LIU Huirong Independent Director F 59 Incumbent 10 No LIU Qinglin Independent Director M 59 Incumbent 10 No YU Renzhu Independent Director M 44 Incumbent 10 No WANG Zhuquan Independent Director M 57 Incumbent 6 No LUO Fei Independent Director M 70 Outgoing 5 No LENG Bin Supervisor M 60 Incumbent 0 Yes ZHENG Wenping Supervisor F 54 Incumbent 24.09 No Liu Zhijun Supervisor M 42 Incumbent 0 Yes Zhang Lanlan Supervisor F 53 Outgoing 14.11 No JIANG Hua Deputy General Manager M 59 Incumbent 98.70 No PENG Bin Deputy General Manager M 56 Incumbent 82.45 No PAN Jianfu General Manager Assistant M 47 Incumbent 63.81 No KONG Qingkun General Manager Assistant M 50 Incumbent 58.43 No LIU Shilu General Manager Assistant M 48 Incumbent 58.80 No XIAO Zhenbo General Manager Assistant M 46 Incumbent 63.31 No Total -- -- -- -- 953.04 -- 45 Yantai Changyu Pioneer Wine Co. Ltd. 2022 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 2021 Annual Board of Directors’ Work Report, 2021 Annual General Manager’s Work Report, 2021 Annual Report, Draft Proposal on 2021 Annual Profit Distribution, Proposal on 2021 Annual Performance Assessment Result of the Company’s Senior Executives, 2021 Annual Self Assessment Report on Internal Control, 2021 Annual Social Responsibility Report, Proposal on Relevant The Eighth Session Board of Issues of Convening 2021 Annual Shareholders’ Meeting, Proposal on Reelection of Board of Directors, 2022.04.25 2022.04.27 Directors 11th Meeting Proposal on Appointing Independent Directors, Proposal on Appointment of Certified Public Accounting Firm, Proposal on 2022 Annual Capital Expenditure Plan, Proposal on 2022 Annual Routine Related Transaction, Proposal on 2022 Annual Financial Budget, Proposal on Changing License Use Mode of ‘Changyu’ Trademarks and Proposal on Liquidation of Joint Venture Company Yantai Santai Real Estate Development Co., Ltd.. The First Interim Board of Directors 2022.04.28 - The meeting deliberated and approved 2022 First Quarter Report. Meeting in 2022 The meeting deliberated and approved Proposal on Electing Chairman of the Company, Proposal on Electing The Ninth Session Board of Auditing Committee Members, Proposal on Electing Emolument Committee Members, Proposal on 2022.06.09 2022.06.10 Directors 1st Meeting Appointing General Manager and Other Senior Management and 2022-2024 Performance Evaluation and Remuneration Incentive Measures for Senior Management. The Ninth Session Board of The meeting deliberated and approved 2022 Semi-Annual Report and Proposal on 2022 Semi-Annual Profit 2022.08.24 2022.08.26 Directors 2nd Meeting Distribution. 46 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report The Ninth Session Board of 2022.10.26 - The meeting deliberated and approved 2022 Third Quarter Report. Directors 3rd Meeting (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 5 2 3 0 0 No 1 LENG Bin 2 1 1 0 0 No 0 SUN Jian 5 2 3 0 0 No 1 LI Jiming 5 2 3 0 0 No 1 JIANG Jianxun 3 1 2 0 0 No 1 CHEN Dianxin 5 2 3 0 0 No 0 Aldino Marzorati 5 1 3 1 0 No 0 Stefano Battioni 5 2 3 0 0 No 0 Enrico Sivieri 5 1 3 1 0 No 0 CHIANG Yun 5 2 3 0 0 No 0 LUO Fei 2 1 1 0 0 No 0 DUAN Changqing 5 2 3 0 0 No 0 LIU Huirong 5 2 3 0 0 No 0 LIU Qinglin 5 2 3 0 0 No 0 YU Renzhu 5 2 3 0 0 No 0 WANG Zhuquan 3 1 2 0 0 No 0 Explanation for failed to personally attend the Board of Directors’ meetings for successive two times 47 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report During the report period, there were no directors who did not attend the Board of Directors’ 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. (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 The following recommendations of directors to the Company were adopted: ① Increase the degree of business development of online business (i.e. e-commerce) when offline marketing activities were difficult to carry out. ② Further strengthen and improve the disclosure of the Company’s social responsibility information. 7. Performance of the special committees under the Board of Directors during the report period Other Specific Committees Numbers of Important comments and Members Held date Meeting contents performance circumstances of the name meeting held suggestions made of duties objection (if have) The meeting deliberated and approved the During the reporting DUAN Changqing, LIU 2021 Annual Report, Draft Proposal on period, the members of the Huirong, LIU Qinglin, Yu Auditing 2021Annual Profit Distribution, Proposal Audit Committee provided Renzhu, LUO Fei, CHEN 1 2022.04.25 No No Committee on Appointing Certified Public advice and suggestions in Dianxin, LENG Bin, Enrico Accountants Firm, 2021 Annual Self guiding the internal audit Sivieri Assessment Report on Internal Control, work, supervising and 48 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report 2022 Annual Internal Audit Plan. All the evaluating external audit committee members unanimously agreed institutions, establishing to submit the above proposals to the board an effective internal of directors of the company for control system and deliberation. prompting major business risks, and actively DUAN Changqing, LIU safeguarded the interests Huirong, LIU Qinglin, Yu The meeting deliberated and approved the of the company and all Renzhu, WANG Zhuquan, 1 2022.06.09 2022 Semi-Annual Report and Proposal shareholders. CHEN Dianxin, JIANG on 2022 Semi-Annual Profit Distribution. Jianxun, Enrico Sivieri During the reporting period, the Emolument DUAN Changqing, LIU Committee put forward The meeting deliberated and approved the Huirong, LIU Qinglin, Yu relevant suggestions on Emolument Proposal on 2021 Annual Performance Renzhu, LUO Fei, CHIANG 1 2022.04.25 further strengthening the No No Committee Assessment Results of the Company’s Yun, LENG Bin, Enrico performance assessment Senior Executives. Sivieri of senior executives and improving the way of remuneration. 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. 49 Yantai Changyu Pioneer Wine Co. Ltd. 2022 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) 637 Incumbent staff number of major subsidiary companies at the end of reporting period 1,633 (people) Total incumbent staff at the end of reporting period (people) 2,270 Total staff getting paid in current period (people) 2,270 Retired staff number whose expenses are undertaken by parent company or subsidiary 0 companies (people) Specialty constitution Category Number of people (people) Production staff 705 Sales staff 1,087 Technical staff 137 Financial staff 108 Administrative staff 233 Total 2,270 Education degree Category Number (People) Postgraduate and above 92 Bachelor 867 Junior College 688 Technical secondary school or Senior high school 432 Junior high school and below 191 Total 2,270 (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 50 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report Participate in the training for directors and supervisors of listed companies organized by securities regulatory authorities; regularly hold the theoretical study of the leadership team and the study of the central group; study Party documents and current political spirit seriously; strengthen human resources management training, and pay real-time attention to the policies and regulations by the national, provincial and municipal governments 2) Professional training Encourage self-study; Participated in Entrepreneur Exchange Forum and Summit Meeting and go to domestic successful enterprise for visit and study; encourage middle-level administrative staff to attend university correspondence, self-study examination, or other further education for high-level degree; organize professional management cadres, involved in human resources, finance, safety and quality etc., to attend vocational qualification examination; attend special training such as safety, human resource, law, technology, facility, finance, etc., which are organized by the Company’s special management department. ② Administrative Staff in Production, Tourism and Administrative Systems Whose Level are or Below Section Chief 1) General training Hire professional lecturers or university teachers to teach to improve employees’ professional ability, innovation ability and thinking expansion ability; carry out training on enterprise development history, rules and regulations and basic knowledge of wine, and strengthen training on human resource management, production safety and quality and safety; organize employees to participated in outward-bound training. 2) Professional training Select two books for individual self-study; 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, safety and quality etc., to attend vocational qualification examination for professional certificate; based on personnel work, attending special training such as safety, technology, finance, human resource, legal etc., which are organized by special management department. ③ Front-line Workers in Production and Tourism System 1) General training Attend trainings including company culture, regulatory framework and various liquor products knowledge, and reinforce training in the aspect of human resources management. 2) Professional training For special types of work, organize and participate in the corresponding job training ; attend special training such as safety, technology, facility, comprehensive management etc.. ④ Marketing Personnel 1) General training Study training materials such as marketing textbooks, the country’s relevant policy documents, post responsibility system and so on 2) Professional training Hire professional lecturers or invite industry leaders to give lectures on successful wine marketing cases, wine industry development trend, business direction for sales business division manager assistant-level personnel and above. 51 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report The training for sales business division management personnel whose level are or below section chief focuses on organizational structure, department responsibilities, rules and regulations, brand positioning, product knowledge, marketing method, etc.. ⑤ New Entry University Students Conduct training for enterprise culture, rules and regulations, safety production, product quality, marketing strategy, emolument and evaluation system; carry out outward-bound training courses such as role transition, execution, collaboration and win-win content and so on; organize to rotate to the wine production position for internship. (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 2021 Annual Shareholders’ Meeting convened on May 27th, 2022 by the Company, the Company’s 2021 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, 2021, the Company would pay cash dividend to all shareholders registered on the share registration day: CNY4.5(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, 2022, the Company published the Implementation Announcement of 2021 Annual Equity Distribution on China Securities Journal, Securities Times and www.cninfo.com.cn, determining that the share registration day and the ex-dividend day of A Share was respectively on July 12th, 2022 and on July 13th, 2022; the last trading day, the ex-dividend day and the share registration day of B Share was respectively on July 12th, 2022, on July 13th, 2022 and on July 15th, 2022. 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, 2022 and all B Share shareholders registered at CSDC Shenzhen Company after closing of Shenzhen Stock Exchange in the afternoon of July 15th, 2022 (the last trading day is July 12th, 2022). This dispatching has already been completed in mid-July 2022. 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 52 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report 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 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) 428,681,411 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 2022 is CNY428,681,411 and the net profit of the parent company in financial statement in 2022 is CNY749,757,149. According to PRC accounting standard, the situation for attributable profits of the consolidation and the parent company at the end of 2022 as following: Unit: CNY Consolidation Parent company Year-end undistributed profit 9,049,649,211 9,582,860,014 Among which: Total comprehensive income in 2022 428,681,411 749,757,149 Undistributed profit carried forward from beginning of the year 8,929,426,600 9,141,561,665 53 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report Dividends distribution of 2021 308,458,800 308,458,800 Legal earned surplus reserve to be drawn 0 0 According to regulation of 157th item in the Articles of Association, which is that “the Company can distribute dividends either 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 amount on the capital expenditure in 2023, under the condition of not influencing the normal production and operation, the Company put forward preliminary scheme on profit distribution in 2022 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, 2022, 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 2022 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 2022 Annual Self-Assessment Report on Internal Control disclosed in Securities Times, China Securities Journal and www.cninfo.com.cn on April 13th, 2023. 54 Yantai Changyu Pioneer Wine Co. Ltd. 2022 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 2023.04.13 Disclosure index for full text of the internal control self-assessment report 2022 Annual Self-Assessment Report on Internal Control disclosed on Securities Times,China Securities Journal and www.cninfo.com.cn by the Company on April 13th, 2023 Percentage of total unit assets included in scope of the assessment accounting for the 84.93% Company’s total assets of consolidated financial statements Percentage of unit operating income included in scope of the assessment accounting 92.41% 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 one person and have fraudulent practices; The Company makes corrections for the published above 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 55 Yantai Changyu Pioneer Wine Co. Ltd. 2022 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 number of person loss defects, has the reasonable probability to cause the significant misstatements, which or serious injury of significant defects. Major negative effects: cannot be promptly prevented, or found and corrected timely in the financial report, Negative news appears in the media with influencing a wide scope although the misstatements neither achieves nor exceeds the importance level but in the provincial mainstream media. Environment effects: Cause still arising the attention of Board of Directors and management team. Failure to heavy environment damages and massive public complains, ought to select and apply accounting regulations in accordance with generally accepted 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 56 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report Major defects: 2%≦misstatements<5%,or General defects: misstatements<2% Number of significant defect in financial report 0 Number of significant defect in non-financial report 0 Number of major defect in financial report 0 Number of major 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, 2022. Disclosure of the internal control audit report Disclosure Disclosure date for the full text of the internal control audit report 2023.04.13 2022 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 13th, 2023. 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. 57 Yantai Changyu Pioneer Wine Co. Ltd. 2022 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 Policies and industry standards related to environmental protection The Environmental Protection Law of People’s Republic of China, The Water Pollution’s Prevention and Control Law of People’s Republic of China, The Air Pollution’s Prevention and Control Law of People’s Republic of China, The Environmental Noise Pollution’s Prevention and Control Law of People’s Republic of China, The Environmental Solid Waste Pollution’s Prevention and Control Law of People’s Republic of China and The Environmental Protection Regulations of Liaoning Province; the national’s General Principles of Hazardous Waste Identification Standards, Surface Water Environmental Quality Standards, Groundwater Environmental Quality Standards, Environmental Air Quality Standards, Acoustic Environmental Quality Standards, Emission Standard for Environmental Noise at the Boundary of Industrial Enterprises, Comprehensive Discharge Standard for Boiler Air Pollutants, The Limiting Value of Occupational Exposure to Hazardous Factors in the Workplace (Chemical Hazardous Factors) and Comprehensive Wastewater Discharge Standard of Liaoning Province. Administrative permit for environmental protection It has been approved in the Huanhuanjianzi (2016) No.24 issued by the Environmental Protection Bureau of Huanren Manchu Autonomous County. Industrial emission standards and specific information on the discharge of pollutants involved in production and business activities Name of major Name of major Quantity Total Condition Name of Total pollutants and pollutants and Mode of of Distribution situation Discharge Implemented approved of company or volume of particular characteristic discharge discharge of discharge outlet concentration pollution discharge standard volume of excessive subsidiary discharge pollutants pollutants outlet discharge discharge Liaoning Organized Discharge outlet Confirmed in line Emission Standard for Air Pollutants of Boiler Changyu exhaust gas, exhaust gas, of boiler with national Meeting the (GB13271-2014), Emission Standard for Odor Icewine inorganized waster water, chimney and 2 standard Graphical national Pollutants (GB14554-93), 4a in Class 2 of 35m3/d 120m3/d No Chateau Co., exhaust gas, noise discharge outlet Signs for standards Emission Standard for Environmental Noise at Ltd. waster water, of factory waste Environmental the Boundary of Industrial Enterprises 58 Yantai Changyu Pioneer Wine Co. Ltd. 2022 Annual Report noise water Protection (GB12348-2008), Comprehensive Wastewater (GB15562.1-1995) Discharge Standard of Liaoning Province (GB15562.2-1995) (DB21/1627-2008) Treatment of pollutants 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. 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. Investment in environmental governance and protection and payment of environmental protection tax The Company has made sufficient investment in environmental protection, done a good job in environmental governance and protection and paid environmental protection tax in full and timely according to law. Measures taken to reduce carbon emissions and their effects during the reporting period Available Not available Administrative penalties for environmental issues during the reporting period Company or subsidiary Reason for The impact on the production and The company’s Violation Penalty result name penalty operation of listed companies rectification measures None None None None None None Other environmental information that should be made public No 59 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Other related environmental information No 2. Social responsibility performance Please refer to 2022 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 helped the old revolutionary base areas get rid of poverty and get rich by purchasing 1898 boxes of millet and 3796 boxes of apples produced by Huangchengyang Village, which worth CNY611,200, and given them to Company’s employees. It not only increase the welfare of employees, but also expands the popularity of the agricultural products of the village and increases the income of people in the old revolutionary base areas. 60 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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 Solve Yantai Changyu horizontal Non-horizontal competition 1997.05.18 Forever Has been performing Group Co., Ltd. competition According to Trademark License Contract, the trademark According to Trademark License Contract, the trademark Commitments at the initial use fee annually paid by the Company to Changyu Group royalty of Changyu and other trademarks paid by the public offering or refinancing Clear the use 1997.05.18 shall be mainly used by Changyu Group to publicize Yantai Changyu Company to Yantai Changyu Group Co., Ltd. every year is of trademark 1997.05.18 - trademarks including Changyu and contract products. Group Co.,Ltd. mainly used for advertising royalty 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 Group Co., Ltd. has been performing its commitment. The CNY231,768,615 that was not used for publicity of trademarks and contract products as promised will be offset Compensating 2019.04.04 Yantai Changyu by the four-year trademark use fee from 2019 to 2022. If Other commitments unredeemed 2019.04.04 - Has been performing Group Co.,Ltd. insufficient, the shortfall would be filled in one time in 2023. 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 61 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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 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 due to different understanding and leads to problem appearance during the implementation process. 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 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 Whether or not to have 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 specific reasons of the 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, unimplemented commitment 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 and next steps 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) 62 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report □Available Not available 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 During the reporting period, the newly established Yantai Kelidun Catering Co., Ltd. was included in the scope of consolidated statement; For other details of the the changes, please refer to “1. Interests in subsidiaries” in Note “VI Interests in other entities” 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 4 Name of certified public accountant for the audit service of domestic accounting firm Ms. Ting Wang, Ms. Hui Jiang Consecutive period for the certified public accountant’s audit service of domestic 4 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. 11. Material litigation and arbitration □Available Not available 63 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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 Proportion Whether Approved Available Amount accounting for exceed Cleari Related Relationsh Pricing transaction market price Disclosur Type Content Price (CNY‘000 amount of approved ng Disclosure index party ip principle quota of similar e date 0) similar transaction form (CNY‘0000) transactions transactions quota Expected Announcement on Purchase 2022 Annual Yantai Controlled Purchase and Routine Related Shenma by the Determine and commission Agreemen 2022.04. Transaction Packagin same d by 8,219 16.43% 9,000 No Cash No commission processing t pricing 27 disclosed in China g Co., parent agreement processing packaging Securities Ltd. company materials Journal,Securities Timesand CNINFO in 2022 Total -- -- 8,219 -- 9,000 -- -- -- -- -- Details of the return of large sales No 64 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Actual performance of the estimated total amount for daily operations related transactions by category that No will occur during this period. Reason for the deference between transaction price Not available and market reference price(if available) (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. 65 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (7) Other major related transactions Available □Not available For other major related transactions, please refer to the Section IX “ 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 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 Explanation of leasehold situation For the major leasehold situation during the reporting period, please refer to the “(4) Related Leases” of “4. Related Transaction” in “IX. Related Parties and Related Transaction” in the financial report of this report. The project brought the profit and loss to the Company that reached more than 10% of the total profit of the Company during the reporting period Available Not available There is no lease project brought the profit and loss to the Company that reached more than 10% of the total profit of the Company during the reporting period. 66 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (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) 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 7,858 - - 5 year No Yes assurance 67 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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 80,034 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 guarantee amount of the Company(Total of above three major items) 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 114,864 114,194 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 10.79% 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 68 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Description of the specific situation of using compound guarantee No. (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. 2022 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. 2022 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 □Available Not available 71 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (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 Total number of preferred shareholder Total number of shareholders by the Total shareholders in the shareholder recovering voting recovering voting power by the end of 44,371 end of last month before the disclosure 42,682 0 0 report period power by the end of report period last month before the disclosure day of day of the annual report (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 /marked or frozen Character of Percentage Changes during the Name of Shareholders the end of the restricted unrestricted shareholders (%) report period Share status Amount report period shares shares Domestic non-state legal YANTAI CHANGYU GROUP CO., LTD. 50.40% 345,471,556 -2,300 0 345,471,556 0 person GAOLING FUND, L.P. Foreign legal person 3.08% 21,090,219 0 0 21,090,219 0 BBH BOS S/A FIDELITY FD - CHINA FOCUS FD Foreign legal person 1.12% 7,683,016 -1,457,200 0 7,683,016 0 SHENWAN HONGYUAN SECURITIES (HONGKONG) Foreign legal person 1.06% 7,293,952 -120,000 0 7,293,952 0 LIMITED #JIANG Fengdi Domestic natural person 0.77% 5,295,000 837,800 0 5,295,000 0 GUOTAI JUNAN SECURITIES (HONGKONG) LIMITED Foreign legal person 0.73% 4,998,831 -13,040 0 4,998,831 0 72 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Haitong International Securities Company Limited-Account Foreign legal person 0.73% 4,986,502 -25,369 0 4,986,502 0 Client HONG KONG SECURITIES CLEARING COMPANY Foreign legal person 0.64% 4,420,086 1,341,261 0 4,420,086 0 LIMITED VANGUARD EMERGING MARKETS STOCK INDEX Foreign legal person 0.59% 4,026,863 -144,000 0 4,026,863 0 FUND FIDELITY CHINA SPECIAL SITUATIONS PLC Foreign legal person 0.55% 3,779,202 0 0 3,779,202 0 Strategic investors or legal result of the placement of new shares to become a top 10 No 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 voting No rights and waiver of the voting rights Special explanation for the existence of a special repurchase account among the top No 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. 345,471,556 A 345,471,556 GAOLING FUND, L.P. 21,090,219 B 21,090,219 BBH BOS S/A FIDELITY FD - CHINA FOCUS FD 7,683,016 B 7,683,016 SHENWAN HONGYUAN SECURITIES (HONGKONG) LIMITED 7,293,952 B 7,293,952 #JIANG Fengdi 5,295,000 A 5,295,000 GUOTAI JUNAN SECURITIES (HONGKONG) LIMITED 4,998,831 B 4,998,831 Haitong International Securities Company Limited-Account Client 4,986,502 B 4,986,502 HONG KONG SECURITIES CLEARING COMPANY LIMITED 4,420,086 A 4,420,086 VANGUARD EMERGING MARKETS STOCK INDEX FUND 4,026,863 B 4,026,863 73 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report FIDELITY CHINA SPECIAL SITUATIONS PLC 3,779,202 B 3,779,202 The explanation for the associated relationship and accordant action of the top 10 shareholders with unrestricted shares, the the associated relationship and accordant Among the top 10 shareholders, Yantai Changyu Group Company Limited has no associated relationship or accordant action between the top 10 shareholders with unrestricted shares and the top 10 action relationship with the other 9 listed shareholders, and the relationship among the other shareholders is unknown. shareholders Explanation for the top 10 shareholders who involved in financing activities and The top 10 shareholders do not involve in financing activities and stock trade business. stock trading business 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 Production of wine, healthy liquor, distilled liquor and beverages( only produced by subsidiaries, shareholding companies and branches), sales Yantai Changyu Group Co., Ltd. ZHOU Hongjiang 1997.04.27 913706002656458244 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 or shared by the controlling shareholders during the report period No. Changes in the controlling shareholder during the report period Available Not available 74 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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 International Finance Corporation Makhtar Diop 1956.07.25 - corporation is a multilateral financial institution that ranks first in the world in terms of providing capital stock 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. 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 Yantai Guofeng Investment RONG Feng 2009.02.12 00426068-6 state-owned stock right within the scope of authorization; Venture capital investment business; Agency of Holdings Group Co., Ltd. venture capital investment business of other venture investment enterprises or individuals; Participation in the establishment of venture capital investment enterprises and venture capital investment management consultant 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 75 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. 2022 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. 2022 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. 2022 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 11th, 2023 KPMG Huazhen Certified Public Accountants Audit agency name Co., Ltd. (special general partnership) Audit report No. KPMG Huazhen ShenZi No. 2304287 Certified public accountant’s name Ms. Ting Wang, Ms. Hui Jiang 79 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report YANTAI CHANGYU PIONEER WINE COMPANY LIMITED ENGLISH TRANSLATION OF FINANCIAL STATEMENTS FOR THE YEAR 1 JANUARY 2022 TO 31 DECEMBER 2022 IF THERE IS ANY CONFLICT BETWEEN THE CHINESE VERSION AND ITS ENGLISH TRANSLATION, THE CHINESE VERSION WILL PREVAIL 80 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report AUDITOR’S REPORT KPMG Huazhen Shen Zi No. 2304287 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 2022, 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 2022, 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. 81 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2304287 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 The 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; 82 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2304287 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. 83 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2304287 Other Information Management of Yantai Changyu is responsible for the other information. The other information comprises all the information included in the 2022 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. 84 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2304287 Auditor’s Responsibilities for the Audit of the Financial Statements (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. 85 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2304287 Auditor’s Responsibilities for the Audit of the Financial Statements (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 Jiang Hui (Signature and stamp) Date: 11 04 2023 86 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated balance sheet as at 31 December 2022 (Expressed in Renminbi Yuan) 31 December 31 December Note 2022 2021 Assets Current assets Cash at bank and on hand V.1 1,651,454,115 1,567,095,993 Bills receivable V.2 2,712,460 42,827,666 Accounts receivable V.3 343,982,985 291,006,410 Receivables under financing V.4 309,329,918 364,457,497 Prepayments V.5 60,415,508 75,235,879 Other receivables V.6 70,542,398 30,125,270 Inventories V.7 2,903,398,515 2,802,622,520 Other current assets V.8 185,337,393 217,152,601 Total current assets 5,527,173,292 5,390,523,836 Non-current assets Long-term equity investments V.9 41,371,385 46,496,510 Investment properties V.10 22,115,318 24,502,258 Fixed assets V.11 6,028,137,972 5,687,867,314 Construction in progress V.12 40,934,161 590,172,099 Bearer biological assets V.13 184,420,741 193,712,942 Right-of-use assets V.14 139,887,159 134,569,039 Intangible assets V.15 578,240,846 617,866,879 Goodwill V.16 107,163,616 112,374,541 Long-term deferred expenses V.17 274,699,232 284,593,163 Deferred tax assets V.18 227,362,656 245,210,731 Other non-current assets V.19 - 144,120,442 Total non-current assets 7,644,333,086 8,081,485,918 Total assets 13,171,506,378 13,472,009,754 The notes on pages 106 to 189 form part of these financial statements. 87 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated balance sheet as at 31 December 2022 (continued) (Expressed in Renminbi Yuan) 31 December 31 December Note 2022 2021 Liabilities and shareholders’ equity Current liabilities Short-term loans V.20 389,378,480 622,066,457 Accounts payable V.21 503,323,746 493,453,816 Contract liabilities V.22 165,727,991 147,120,716 Employee benefits payable V.23 182,951,538 195,019,441 Taxes payable V.24 239,695,902 342,322,300 Other payables V.25 372,608,689 453,033,491 Other current liabilities V.26 18,945,706 18,374,193 Non-current liabilities due within V.27 144,020,834 110,865,126 one year Total current liabilities 2,016,652,886 2,382,255,540 Non-current liabilities Long-term loans V.28 128,112,115 176,047,043 Lease liabilities V.14 109,505,093 101,811,588 Long-term payables V.29 42,000,000 64,000,000 Deferred income V.30 38,389,058 41,295,338 Deferred tax liabilities V.18 11,266,932 11,803,970 Other non-current liabilities V.31 - 2,119,671 Total non-current liabilities 329,273,198 397,077,610 Total liabilities 2,345,926,084 2,779,333,150 The notes on pages 106 to 189 form part of these financial statements. 88 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated balance sheet as at 31 December 2022 (continued) (Expressed in Renminbi Yuan) 31 December 31 December Note 2022 2021 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 (23,760,238) (34,707,177) Surplus reserve V.35 342,732,000 342,732,000 Retained earnings V.36 9,049,649,211 8,929,426,600 Total equity attributable to shareholders of 10,579,053,733 10,447,884,183 the Company Non-controlling interests 246,526,561 244,792,421 Total owners’ equity 10,825,580,294 10,692,676,604 Total liabilities and shareholders’ equity 13,171,506,378 13,472,009,754 These financial statements were approved by the Board of Directors of the Company on 11 04 2023. 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 106 to 189 form part of these financial statements. 89 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Company balance sheet as at 31 December 2022 (Expressed in Renminbi Yuan) 31 December 31 December Note 2022 2021 Assets Current assets Cash at bank and on hand 874,241,771 562,588,819 Accounts receivable 2,301,505 - Bills receivable XIV.1 - 9,800,000 Receivables under financing XIV.2 41,061,417 62,411,636 Prepayments 3,518,783 406,500 Other receivables XIV.3 720,176,320 398,072,976 Inventories 335,031,522 383,294,208 Other current assets 20,080,844 20,637,860 Total current assets 1,996,412,162 1,437,211,999 Non-current assets Long-term equity investments XIV.4 7,705,853,378 7,599,421,494 Investment properties 22,115,318 24,502,258 Fixed assets 216,651,596 231,284,799 Construction in progress 375,969 255,996 Bearer biological assets 108,370,882 114,753,306 Right-of-use assets 36,153,799 36,826,342 Intangible assets 75,298,044 78,043,888 Deferred tax assets 12,120,605 18,033,185 Other non-current assets 1,850,200,000 2,023,500,000 Total non-current assets 10,027,139,591 10,126,621,268 Total assets 12,023,551,753 11,563,833,267 The notes on pages 106 to 189 form part of these financial statements. 90 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Company balance sheet as at 31 December 2022 (continued) (Expressed in Renminbi Yuan) 31 December 31 December Note 2022 2021 Liabilities and shareholders’ equity Current liabilities Short-term loans 100,000,000 150,000,000 Accounts payable 100,583,550 90,339,903 Employee benefits payable 68,112,832 66,770,838 Taxes payable 39,101,259 32,588,429 Other payables 499,751,275 445,874,937 Non-current liabilities due within 5,129,607 1,485,190 one year Total current liabilities 812,678,523 787,059,297 Non-current liabilities Lease liabilities 38,757,167 43,312,517 Deferred income 877,814 2,268,527 Deferred tax liabilities - 88,555 Other non-current liabilities - 1,164,471 Total non-current liabilities 39,634,981 46,834,070 Total liabilities 852,313,504 833,893,367 The notes on pages 106 to 189 form part of these financial statements. 91 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Company balance sheet as at 31 December 2022 (continued) (Expressed in Renminbi Yuan) 31 December 31 December Note 2022 2021 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 9,582,860,014 9,141,561,665 Total owners’ equity 11,171,238,249 10,729,939,900 Total liabilities and shareholders’ equity 12,023,551,753 11,563,833,267 These financial statements were approved by the Board of Directors of the Company on 11 04 2023. 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 106 to 189 form part of these financial statements. 92 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated income statement for the year ended 31 December 2022 (Expressed in Renminbi Yuan) Note 2022 2021 I. Operating income V.37 3,918,941,160 3,953,067,583 Less: Operating costs V.37 1,680,794,732 1,647,789,874 Taxes and surcharges V.38 289,656,627 264,057,570 Selling and distribution V.39 1,028,966,138 998,954,105 expenses General and administrative V.40 287,605,531 299,076,376 expenses Research and development 15,431,310 10,919,262 expenses Financial expenses V.41 7,256,207 21,178,727 Including: Interest expenses 26,856,890 28,851,606 Interest income 24,186,351 19,558,354 Add: Other income V.42 33,145,440 48,240,741 Investment losses V.43 (3,447,794) (2,784,997) Including: Losses from investment (3,447,794) (2,784,997) associates and in joint ventures Credit reversal/(losses) V.44 4,752,797 (7,937,144) Impairment losses V.45 (5,789,670) (19,874,251) Losses from disposal of assets V.46 (16,191,903) (11,939,284) The notes on pages 106 to 189 form part of these financial statements. 93 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated income statement for the year ended 31 December 2022 (continued) (Expressed in Renminbi Yuan) Note 2022 2021 II. Operating profit 621,699,485 716,796,734 Add: Non-operating income V.47 6,832,809 5,214,304 Less: Non-operating expenses V.47 2,949,991 6,311,844 III. Total profit 625,582,303 715,699,194 Less: Income tax expenses V.48 194,233,589 209,020,821 IV. Net profit 431,348,714 506,678,373 (1) Net profit classified by continuity of operations: 1. Net profit from continuing 431,348,714 506,678,373 operations 2. Net profit from discontinued - - operations (2) Net profit classified by ownership: 1. Net profit attributable to 428,681,411 500,102,606 owners of the Company 2. Non-controlling interests 2,667,303 6,575,767 V. Other comprehensive income, net of 12,282,545 (39,307,949) tax (1) Other comprehensive income (net of tax) attributable to 10,946,939 (35,283,306) shareholders of the Company Translation differences arising from translation of foreign 10,946,939 (35,283,306) currency financial statements (2) Other comprehensive income (net of tax) attributable to 1,335,606 (4,024,643) non-controlling interests The notes on pages 106 to 189 form part of these financial statements. 94 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated income statement for the year ended 31 December 2022 (continued) (Expressed in Renminbi Yuan) Note 2022 2021 VI. Total comprehensive income for the 443,631,259 467,370,424 year (1) Attributable to shareholders of 439,628,350 464,819,300 the Company (2) Attributable to non-controlling 4,002,909 2,551,124 interests VII. Earnings per share: (1) Basic earnings per share V.49 0.63 0.73 (2) Diluted earnings per share V.49 0.63 0.73 These financial statements were approved by the Board of Directors of the Company on 11 04 2023. 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 106 to 189 form part of these financial statements. 95 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Company income statement for the year ended 31 December 2022 (Expressed in Renminbi Yuan) Note 2022 2021 I. Operating income XIV.5 675,062,421 578,895,802 Less: Operating cost XIV.5 577,316,851 472,158,738 Taxes and surcharges 27,984,695 38,263,612 General and administrative expenses 58,441,386 74,948,200 Research and development expenses 2,674,191 907,975 Financial expenses (4,912,837) 2,193,348 Including: Interest expenses 3,238,235 5,870,092 Interest income 10,840,336 7,122,455 Add: Other income 5,318,209 6,108,832 Investment income XIV.6 736,516,479 867,523,178 Proceeds from the disposal of assets 33,453 - II. Operating profit 755,426,276 864,055,939 Add: Non-operating income 3,665,752 997,416 Less: Non-operating expenses 1,281,047 3,295,694 The notes on pages 106 to 189 form part of these financial statements. 96 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Company income statement for the year ended 31 December 2022 (continued) (Expressed in Renminbi Yuan) Note 2022 2021 III. Total profit 757,810,981 861,757,661 Less: Income tax expenses 8,053,832 6,703,679 IV. Net profit 749,757,149 855,053,982 (i) Net profit from continuing 749,757,149 855,053,982 operations (ii) Net profit from discontinued - - operations V. Other comprehensive income, net of - - tax VI. Total comprehensive income for the 749,757,149 855,053,982 year These financial statements were approved by the Board of Directors of the Company on 11 04 2023. 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 106 to 189 form part of these financial statements. 97 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated cash flow statement for the year ended 31 December 2022 (Expressed in Renminbi Yuan) Note 2022 2021 I. Cash flows from operating activities: Proceeds from sale of goods and 3,681,133,282 3,674,741,084 rendering of services Refund of taxes 186,197,815 48,716,047 Proceeds from other operating V.50(1) 61,825,407 89,142,251 activities Sub-total of cash inflows 3,929,156,504 3,812,599,382 Payment for goods and services 1,266,006,299 957,499,905 Payment to and for employees 493,589,542 507,532,110 Payment of various taxes 718,434,215 659,986,692 Payment for other operating activities V.50(2) 582,249,801 562,198,017 Sub-total of cash outflows 3,060,279,857 2,687,216,724 Net cash flows from operating V.51(1) 868,876,647 1,125,382,658 activities II. Cash flows from investing activities: Proceeds from disposal of 133,200,000 93,553,062 investments Investment returns received 1,340,518 2,587,932 Net proceeds from disposal of fixed assets, intangible assets and other 28,412,630 7,923,724 long-term assets Sub-total of cash inflows 162,953,148 104,064,718 Payment for acquisition of fixed assets, intangible assets and other 198,791,362 225,502,766 long-term assets Payment for acquisition of 108,200,000 54,218,000 investments Sub-total of cash outflows 306,991,362 279,720,766 Net cash flows from investing (144,038,214) (175,656,048) activities The notes on pages 106 to 189 form part of these financial statements. 98 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated cash flow statement for the year ended 31 December 2022 (continued) (Expressed in Renminbi Yuan) Note 2022 2021 III. Cash flows from financing activities: Proceeds from investors - 7,840,000 Proceeds from borrowings 641,331,495 847,358,786 Sub-total of cash inflows 641,331,495 855,198,786 Repayments of borrowings 903,179,998 1,036,788,771 Payment for dividends, profit 333,134,330 302,051,763 distributions or interest Payment for other financing activities V.50(3) 19,774,744 15,904,567 Sub-total of cash outflows 1,256,089,072 1,354,745,101 Net cash flows from financing (614,757,577) (499,546,315) activities IV. Effect of foreign exchange rate changes on cash and cash 345,715 (518,371) equivalents V. Net increase in cash and cash V.51(1) 110,426,571 449,661,924 equivalents Add: Cash and cash equivalents at 1,502,327,029 1,052,665,105 the beginning of the year VI. Cash and cash equivalents at the end V.51(2) 1,612,753,600 1,502,327,029 of the year These financial statements were approved by the Board of Directors of the Company on 11 04 2023. 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 106 to 189 form part of these financial statements. 99 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Company cash flow statement for the year ended 31 December 2022 (Expressed in Renminbi Yuan) Note 2022 2021 I. Cash flows from operating activities: Proceeds from sale of goods and 610,597,839 514,762,698 rendering of services Tax returns received 1,597,879 - Proceeds from other operating activities 84,262,490 47,112,100 Sub-total of cash inflows 696,458,208 561,874,798 Payment for goods and services 401,136,965 313,397,323 Payment to and for employees 67,906,188 76,053,780 Payment of various taxes 50,709,754 39,248,076 Payment for other operating activities 23,452,120 71,110,685 Sub-total of cash outflows 543,205,027 499,809,864 Net cash flows from operating activities 153,253,181 62,064,934 II. Cash flows from investing activities: Proceeds from disposal of investments 118,200,000 38,200,000 Investment returns received 489,479,719 1,068,448,220 Net proceeds from disposal of fixed assets, intangible assets and other 1,853,309 408,885 long-term assets Proceeds from borrowings to 312,000,000 162,200,000 subsidiaries Sub-total of cash inflows 921,533,028 1,269,257,105 Payment for acquisition of fixed assets, intangible assets and other long-term 21,831,779 22,919,289 assets Payment for acquisition of investments 218,200,000 38,200,000 Cash paid to subsidiaries 138,700,000 655,000,000 Sub-total of cash outflows 378,731,779 716,119,289 Net cash flows from investing activities 542,801,249 553,137,816 The notes on pages 106 to 189 form part of these financial statements. 100 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Company cash flow statement for the year ended 31 December 2022 (continued) (Expressed in Renminbi Yuan) Note 2022 2021 III. Cash flows from financing activities: Proceeds from borrowings 100,000,000 150,000,000 Sub-total of cash inflows 100,000,000 150,000,000 Repayments of borrowings 150,000,000 150,000,000 Payment for dividends or interest 311,697,035 280,055,692 Payment for other financing activities 4,796,838 3,460,687 Sub-total of cash outflows 466,493,873 433,516,379 Net cash flows from financing activities (366,493,873) (283,516,379) IV. Effect of foreign exchange rate changes on cash and cash - - equivalents V. Net increase in cash and cash 329,560,557 331,686,371 equivalents Add: Cash and cash equivalents at the 513,809,440 182,123,069 beginning of the year VI. Cash and cash equivalents at the end 843,369,997 513,809,440 of the year These financial statements were approved by the Board of Directors of the Company on 11 04 2023. 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 106 to 189 form part of these financial statements. 101 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated statement of changes in shareholders’ equity for the year ended 31 December 2022 (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 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 II. Changes in equity during the year (1) Total comprehensive income - - 10,946,939 - 428,681,411 439,628,350 4,002,909 443,631,259 (2) Appropriation of profits V.36 Distributions to shareholders - - - - (308,458,800) (308,458,800) (2,268,769) (310,727,569) III. Balance at the end of the year 685,464,000 524,968,760 (23,760,238) 342,732,000 9,049,649,211 10,579,053,733 246,526,561 10,825,580,294 These financial statements were approved by the Board of Directors of the Company on 11 04 2023. 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 106 to 189 form part of these financial statements. 102 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Consolidated statement of changes in shareholders’ equity (continued) 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 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 Add: Changes in accounting policies - - - - (10,582,161) (10,582,161) - (10,582,161) Adjusted balance at the beginning of 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 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 11 04 2023. 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 106 to 189 form part of these financial statements. 103 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Company statement of changes in shareholders’ equity for the year ended 31 December 2022 (Expressed in Renminbi Yuan) Total Capital Surplus Retained Note Share capital shareholders’ reserve reserve earnings equity I. Balance at the beginning of the 685,464,000 560,182,235 342,732,000 9,141,561,665 10,729,939,900 year II. Changes in equity during the year (1) Total comprehensive income - - - 749,757,149 749,757,149 (2) Appropriation of profits Distributions to shareholders - - - (308,458,800) (308,458,800) III. Balance at the end of the year 685,464,000 560,182,235 342,732,000 9,582,860,014 11,171,238,249 These financial statements were approved by the Board of Directors of the Company on 11 04 2023. 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 106 to 189 form part of these financial statements. 104 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Yantai Changyu Pioneer Wine Company Limited Company statement of changes in shareholders’ equity for the year ended 31 December 2021 (continued) (Expressed in Renminbi Yuan) Total Surplus Retained Note Share capital Capital reserve shareholders’ reserve earnings equity I. Balance at the beginning of 685,464,000 560,182,235 342,732,000 8,567,313,551 10,155,691,786 the year Add: Changes in accounting III.33 - - - (6,620,268) (6,620,268) 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 the year 685,464,000 560,182,235 342,732,000 9,141,561,665 10,729,939,900 These financial statements were approved by the Board of Directors of the Company on 11 04 2023. 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 106 to 189 form part of these financial statements. 105 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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 wine, brandy, 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 2022 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 11 04 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. 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 2022, 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. 106 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. 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. 107 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (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. 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. 108 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. (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)). 109 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. 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. 110 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (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. 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. 111 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. - 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. 112 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (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. (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. 113 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (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). 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. 114 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. 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. 115 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. 10 Inventories (1) Classification and cost Inventories include raw materials, work in progress and finished goods. 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. 116 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. 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. 117 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (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. 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 or an associate 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 118 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. - 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 or the associate 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. 119 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. 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% 120 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. When an enterprise sells products or by-products produced before a fixed asset is available for its intended use, the proceeds and related cost are accounted for in accordance with CAS 14 – Revenue and CAS 1 – Inventories respectively, and recognised in profit or loss for the current period. 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. 121 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report - 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. 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. 122 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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). 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. 123 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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 Greening fee 5 - 20 years Leasehold improvement 3 - 5 years Others 3 years 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. 124 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. 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 125 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. 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: 126 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. 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. 2022 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. 2022 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. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: 129 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report - 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. 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; 130 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report - 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. 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. 131 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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. 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 2022, over 82% of revenue, more than 91% of profit and over 91% 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 132 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Significant accounting estimates see Notes V.3 7 11 and 16. 33 Changes in significant accounting policies and accounting estimates (1) Description and reasons of changes in accounting policies In 2022, the Group has adopted the following newly revised accounting standards and implementation guidance and illustrative examples issued by the MOF: - “Interpretation No. 15 of the Accounting Standards for Business Enterprises” (No. 35 [2021] of the Ministry of Finance) (“Interpretation No. 15”) “Accounting treatment for the sale of products or by-products produced by the enterprise before the fixed assets reach the intended usable state or during the research and development process”; - “Determining whether a contract is onerous” in CAS Bulletin No.15; - - “Accounting for the income tax consequences of dividends on financial instruments classified as equity instruments by the issuer” in CAS Bulletin No.16 (Caikuai [2022] No.31); and - “Accounting for the modification of a share-based payment transaction that changes the classification of the transaction from cash-settled to equity-settled” in CAS Bulletin No.16. - - The adoption of the above regulations 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 Type of tax Taxation basis Tax rate 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), 25% (France, 2022), Corporate income Based on taxable profits 26.5% (France, 2021), 28% (Spain), tax 27% (Chile), 30% (Australia) Other than tax incentives stated in Note IV. 2, applicable tax rates of the Group in 2022 and 2021 are all stated as above. 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 133 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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%. Ningxia Changyu Longyu Chateau Co., Ltd. ("Ningxia Chateau"), a subsidiary of the Company, is an enterprise of wine production and sales incorporated in Yinchuan, Ningxia Hui Autonomous Region. In accordance with the Notice on Continuing the Enterprise Income Tax Policies for the Large-Scale Development of Western China (Notice of the Ministry of Finance [2020] No. 23), Ningxia Chateau is qualified to enjoy preferential taxation policies, which means it can pay corporate income tax at a preferential rate of 15% for the period from 2021 to 2030. 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 134 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (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%. In accordance with the Notice of the Ministry of Finance and the State Administration of Taxation on the Further Implementation of Preferential Enterprise Income Tax Policies for Small and Micro Enterprises (Notice of the Ministry of Finance and State Taxation Administration [2022] No. 13), for the annual taxable income of small-scale and low-profit enterprises exceeding RMB 1 million, but is not more than RMB 3 million, the amount of taxable income shall be reduced by 25%, and the applicable rate of corporate income tax shall be 20%.Beijing Changyu Wine Sales Co., Ltd. (“Beijing Sales”) is recognised as qualified small-scale and low-profit enterprises In accordance with the Notice of the Ministry of Finance and the State Administration of Taxation on the Exemption of Value-Added Tax for Small-Scale Value-Added Tax Taxpayers (Notice of the Ministry of Finance and State Taxation Administration [2022] No. 15), from 1 April 2022 to 31 December 2022, VAT small-scale taxpayers with tax rate of 3% of taxable sales revenue should be exempted from VAT. Xinjiang Changyu Wine Sales Co., Ltd., a subsidiary of the Company, is qualified to enjoy the exemption. In accordance with the Notice of the Ministry of Finance and the State Administration of Taxation on Further Stepping up the Implementation of the Policy for the Refund of Term-End Excess Input Value-Added Tax Credits (Notice of the Ministry of Finance and State Taxation Administration [2022] No. 14), the government should further step up the implementation of the policy for the refund of term-end excess input value-added tax credits and expand the scope of industries applicable to this policy. The Company and its qualified subsidiaries have enjoyed this policy. In accordance with the Notice of the Ministry of Finance and the State Administration of Taxation on the Further Implementation of Reduction and Exemption in Six Taxes and Two Fees for Small-Scale and Micro Enterprises (Notice of the Ministry of Finance and State Taxation Administration [2022] No. 10), from 1 January 2022 to 31 December 2024, People's Governments of all provinces, autonomous regions and municipalities can reduce the resource tax, urban maintenance and construction tax, property tax, Urban and township land use tax, stamp duty (excluding stamp duty on securities transaction), farmland occupation tax, education surcharges, and local education surcharges within a 50% tax range for small-scale VAT taxpayers, small-scale and low-profit enterprises, and individually-owned businesses based on the actual situation in the region. Shandong, Xinjiang, Ningxia, Shaanxi, and other provinces (regions, cities) are all subject to a 50% reduction in "six taxes and two fees", and some subsidiaries of the Company are qualified to enjoy the tax reduction. In accordance with the Notice of the Shaanxi Provincial Department of Finance and Shaanxi Provincial Office of the State Administration of Taxation on the Issues Concerning the Reduction and Exemption for Taxpayers Having Difficulties in Payment of Urban and Township Land Use Tax and Property Tax (Shaan Cai Shui [2022] No. 6), for taxpayers whose sales in the first quarter of 2022 have decreased by more than 30% year-on-year or quarter-on-quarter and who have difficulties in paying urban and township land use tax and property tax, finance and taxation authorities should approve their applications for reduction and exemption. Shaanxi Changyu Rena Chateau Co., Ltd. and Changyu (Jingyang) Wine Co., Ltd., subsidiaries of the Company, meet the application requirements and can be exempted from the first quarter property tax and urban and township land use tax in 2022. 135 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report V. Notes to the consolidated financial statements 1 Cash at bank and on hand Item 2022 2021 Cash on hand 47,954 71,486 Bank deposits 1,643,577,420 1,558,134,072 Other monetary funds 7,828,741 8,890,435 Total 1,651,454,115 1,567,095,993 Including: Total overseas deposits 17,073,210 28,691,521 As at 31 December 2022, the balance of restricted cash of the Group is as follows: Item 2022 2021 House maintenance funds 2,671,774 2,678,529 As at 31 December 2022, the Group’s term deposits with previous maturity of more than three months is RMB 28,200,000 with interest rate 2.025%-2.25% (31 December 2021: RMB53,200,000). As at 31 December 2022, the Group’s other monetary assets is as follows: Item 2022 2021 Deposits for letters of credit 6,000,000 7,900,850 Alipay account balance 1,695,245 859,558 Deposit for ICBC platform 10,000 10,000 Deposits for the customs 123,496 120,027 Total 7,828,741 8,890,435 As at 31 December 2022, the Group did not have any special interest arrangements such as the establishment of joint fund management accounts with related parties. 2 Bills receivable Classification of bills receivable Item 2022 2021 Bank acceptance bills 2,712,460 42,827,666 Total 2,712,460 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 2022 31 December 2021 Amounts due from related parties 2,827,473 287,788 Amounts due from other customers 355,711,618 310,982,372 Sub-total 358,539,091 311,270,160 Less: Provision for bad and doubtful debts (14,556,106) (20,263,750) Total 343,982,985 291,006,410 136 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report As at 31 December 2022, ownership restricted accounts receivable is RMB59,982,807 (31 December 2021: RMB49,061,015), referring to Note V. 52. (2) The ageing analysis of accounts receivable is as follows: Ageing 2022 2021 Within 1 year (inclusive) 356,064,300 302,602,474 Over 1 year but within 2 years (inclusive) 2,085,677 6,450,290 Over 2 years but within 3 years (inclusive) 152,254 1,830,913 Over 3 years 236,860 386,483 Sub-total 358,539,091 311,270,160 Less: Provision for bad and doubtful debts (14,556,106) (20,263,750) Total 343,982,985 291,006,410 The ageing is counted starting from the date when accounts receivable are recognised. 137 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (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. 2022 Carrying amount at Impairment loss at Loss given default the end of the year the end of the year Current 0.3% 320,680,504 987,421 Overdue for 1 to 30 days 4.6% 14,539,415 670,713 Overdue for 31 to 60 days 12.1% 5,412,870 654,202 Overdue for 61 to 90 days 22.9% 1,755,591 401,918 Overdue for 91 to 120 days 25.5% 852,924 217,910 Overdue for 121 to 150 days 32.3% 3,243,366 1,047,097 Overdue for 151 to 180 days 40.0% 469,054 187,704 Overdue for 181 to 210 days 42.0% 217,218 91,181 Overdue for 211 to 240 days 44.4% 636,479 282,588 Overdue for 241 to 270 days 51.7% 654,567 338,403 Overdue for 271 to 300 days 71.0% 1,058,407 751,067 Overdue for 301 to 330 days 87.7% 753,174 660,380 Overdue for 331 to 360 days 100.0% 15,263 15,263 Overdue for 360 days 100.0% 8,250,259 8,250,259 Total 4.1% 358,539,091 14,556,106 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 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. 138 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (4) Movements of provisions for bad and doubtful debts: 2022 2021 Balance at the beginning of the year after (20,263,750) (12,326,606) Charge for the year (15,084,381) (17,855,222) Recoveries or reversals during the year 19,837,178 9,918,078 Transfers out during the year 954,847 - Balance at the end of the year (14,556,106) (20,263,750) (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 149,053,783 Within 1 year 41.6% 458,958 Debtor Two Third party 6,835,106 Within 1 year 1.9% 385,547 Debtor Three Third party 6,816,495 Within 1 year 1.9% 384,497 Debtor Four Third party 6,193,118 Within 1 year 1.7% 349,334 Debtor Five Third party 6,070,804 Within 1 year 1.7% 18,693 Total 174,969,306 48.8% 1,597,029 4 Receivables under financing Item Note 2022 2021 Bills receivable (1) 309,329,918 364,457,497 (1) As at 31 December 2022, there was no pledged bills receivable (31 December 2021: Nil). (2) Outstanding endorsed or discounted bills that have not matured at the end of the year Amount Item derecognised at year end Bank acceptance bills 500,480,279 Total 500,480,279 As at 31 December 2022, bills endorsed by the Group to other parties which are not yet due at the end of the period is RMB 500,480,279 (31 December 2021: RMB 449,373,119). 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. 139 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 5 Prepayments (1) Prepayments by category: Item 2022 2021 Prepayments 60,415,508 75,235,879 Total 60,415,508 75,235,879 (2) The ageing analysis of prepayments is as follows: 2022 2021 Ageing Percentage Percentage Amount Amount (%) (%) Within 1 year (inclusive) 59,426,080 98.4% 75,207,094 99.9% Over 1 year but within 2 years 989,428 1.6% 28,785 0.1% (inclusive) Total 60,415,508 100.0% 75,235,879 100.0% 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 12,123,832 Within 1 year 20.1% - Debtor Two Prepayments 9,768,618 Within 1 year 16.2% - Debtor Three Prepayments 8,796,180 Within 1 year 14.6% - Debtor Four Prepayments 3,441,960 Within 1 year 5.7% - Debtor Five Prepayments 1,350,000 Within 1 year 2.2% - Total 35,480,590 58.8% - 6 Other receivables 31 December 2022 31 December 2021 Others 70,542,398 30,125,270 Total 70,542,398 30,125,270 (1) Interest receivable (a) Others by customer type: Customer type 31 December 2022 31 December 2021 Amounts due from related parties - 341,880 Amounts due from other companies 70,542,398 29,783,390 Sub-total 70,542,398 30,125,270 Less: Provision for bad and doubtful debts - - Total 70,542,398 30,125,270 140 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (b) The ageing analysis is as follows: Ageing 2022 2021 Within 1 year (inclusive) 67,221,713 27,191,986 Over 1 year but within 2 years (inclusive) 1,208,361 70,480 Over 2 years but within 3 years (inclusive) 57,928 190,857 Over 3 years 2,054,396 2,671,947 Sub-total 70,542,398 30,125,270 Less: Provision for bad and doubtful debts - - Total 70,542,398 30,125,270 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 2022, no bad and doubtful debt provision was made for other receivables (31 December 2021: Nil). As at 31 December 2022, the Group has no other receivables written off (31 December 2021: Nil). (d) Others categorised by nature Nature of other receivables 2022 2021 Land purchases and reserves receivable 41,268,902 11,550,000 Refund of consumption tax and VAT 12,509,201 7,204,557 Deposit 5,578,001 4,568,157 Petty cash receivable 440,759 252,481 Others 10,745,535 6,550,075 Sub-total 70,542,398 30,125,270 Less: Provision for bad and doubtful debts - - Total 70,542,398 30,125,270 (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 41,268,902 Within 1 year 58.5% - receivable Debtor Two Refund of VAT 10,927,015 Within 1 year 15.5% - Debtor Three Deposits 2,002,000 Within 1 year 2.8% - Debtor Four Refund of VAT 1,582,186 Within 1 year 2.2% - Debtor Five Advance items 1,452,991 Within 1 year 2.1% - Total 57,233,094 81.1% - 141 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 7 Inventories (1) Inventories by category: 2022 2021 Provision for Provision for Item Carrying Carrying Book value impairment of Book value impairment of amount amount inventories inventories Raw materials 258,200,178 - 258,200,178 245,114,403 - 245,114,403 Work in progress 1,986,391,270 - 1,986,391,270 1,937,081,109 - 1,937,081,109 Finished goods 673,171,026 (14,363,959) 658,807,067 634,212,222 (13,785,214) 620,427,008 Total 2,917,762,474 (14,363,959) 2,903,398,515 2,816,407,734 (13,785,214) 2,802,622,520 (2) Provision for impairment of inventories: Increase during Decrease during Item Opening balance the year the year Closing balance Recognised Reversal Finished goods 13,785,214 14,363,959 (13,785,214) 14,363,959 8 Other current assets Item 2022 2021 Royalty (Note V. 19) 120,930,641 - Input tax to be credited 44,270,238 198,516,812 Prepaid income taxes 19,102,111 16,697,663 Deferred expenses 1,034,403 1,938,126 Total 185,337,393 217,152,601 9 Long-term equity investments (1) Long-term equity investments by category: Item 2022 2021 Investments in joint ventures 37,970,535 39,652,834 Investments in associates 3,400,850 6,843,676 Sub-total 41,371,385 46,496,510 Less: Provision for impairment - - Total 41,371,385 46,496,510 142 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (2) Movements of long-term equity investments during the year are as follows: Movements during the year 2022 2022 Shareholding Investee Balance at the Losses from investments Increase in capital Decrease in capital Closing balance percentage beginning of the year under equity-method Joint ventures SAS L&M Holdings (“L&M Holdings”) 39,652,834 - - (1,682,299) 37,970,535 55% Associates WEMISS (Shanghai) Enterprise Development 2,366,811 - - (48,460) 2,318,351 30% Co., Ltd (“WEMISS Shanghai”) Yantai. Santai Real Estate Development Co., 3,519,656 - (3,519,656) - - 35% Ltd.(Note1) Chengdu Yufeng Brand Management Co., 481,472 - - (61,103) 420,369 10% Ltd. (Note2) Yantai Guolong Wine Industry Co., Ltd. 475,737 - - 186,393 662,130 10% (Note2) Sub-total 6,843,676 - (3,519,656) 76,830 3,400,850 Total 46,496,510 (3,519,656) (1,605,469) 41,371,385 Note 1: In April 2022, the Board of Directors of the Company resolved to agree the liquidation of Yantai Santai Real Estate Development Co., Ltd. (“Santai Real Estate”). In May 2022, Yantai Santai Real Estate Development Co., Ltd. held a shareholders’ general meeting, the Company and Shandong Greentown Investment Property Co., Ltd. and China Continents and Oceans Construction Co., Ltd. have reach agreement on the liquidation of Yantai Santai Real Estate Development Co., Ltd. Santai Real Estate has completed the deregistration procedures in August 2022. After the liquidation, the Company recovered RMB 1,677,331 in total, resulting in investment losses of RMB 1,842,325. Note 2: The Group has appointed one director to each of these investees. 143 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 10 Investment properties Buildings and plants Cost Balance as at 31 December 2021 and 31 December 2022 70,954,045 Accumulated depreciation 31 December 2021 (46,451,787) Charge for the year (2,386,940) 31 December 2022 (48,838,727) Carrying amount 31 December 2022 22,115,318 31 December 2021 24,502,258 11 Fixed assets (1) Fixed assets Machinery & Item Plant & buildings Motor vehicles Total equipment Cost 31 December 2021 5,294,917,836 2,820,909,563 27,181,876 8,143,009,275 Additions during the year - Purchases 19,223,038 62,551,100 1,423,629 83,197,767 - Transfers from construction 608,452,694 4,638,003 - 613,090,697 in progress Disposals or written-offs during (44,394,513) (94,370,491) (2,716,953) (141,481,957) the year 31 December 2022 5,878,199,055 2,793,728,175 25,888,552 8,697,815,782 Accumulated depreciation 31 December 2021 (1,017,892,171) (1,397,163,895) (22,607,868) (2,437,663,934) Charge for the year (157,770,688) (151,791,806) (2,088,585) (311,651,079) Disposals or written-offs during 8,567,494 71,691,834 2,063,424 82,322,752 the year 31 December 2022 (1,167,095,365) (1,477,263,867) (22,633,029) (2,666,992,261) Provision for impairment 31 December 2021 -- (17,478,027) - (17,478,027) Reversal during the year -- 14,792,478 - 14,792,478 31 December 2022 -- (2,685,549) - (2,685,549) Carrying amount 31 December 2022 4,711,103,690 1,313,778,759 3,255,523 6,028,137,972 31 December 2021 4,277,025,665 1,406,267,641 4,574,008 5,687,867,314 As at 31 December 2022, ownership restricted net value of fixed assets is RMB303,897,124 (31 December 2021: RMB313,012,605), referring to Note V. 52. (2) Fixed assets leased out under operating leases Accumulated Provision for Item Cost Carrying amount depreciation impairment Buildings 24,150,108 (11,271,447) - 12,878,661 Machinery equipment 19,121,524 (16,384,009) (2,685,549) 51,966 Motor vehicles 3,213,054 (3,060,512) - 152,542 Total 46,484,686 (30,715,968) (2,685,549) 13,083,169 144 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (3) Fixed assets leased out under operating leases Carrying amount at Item the end of the year Machinery equipment 4,365 (4) Fixed assets pending certificates of ownership Reason why the Item Carrying amount certificates are pending Dormitories, main building and reception 268,686,071 Processing building of Changan Chateau Buildings and boiler houses of KOYA Brand 173,899,231 Processing European town, main building and service 164,540,005 Processing building of AFIP Office and packaging shop of Golden Icewine 9,436,822 Processing Valley Fermentation shop of Zhangyu (Jingyang) 4,698,998 Processing Office, experiment building and workshop of 3,147,779 Processing Fermentation Centre Finished goods warehouse and workshop of 2,034,138 Processing Kylin Packaging Others 276,938 Processing The buildings without property certificate above have no significant impact on the Group’s management. 12 Construction in progress (1) Construction in progress 2022 2021 Project Provision for Carrying Provision for Carrying Book value Book value impairment amount impairment amount Museum construction 32,981,419 - 32,981,419 37,093 - 37,093 project Shihezi Chateau 7,065,744 - 7,065,744 1,028,512 - 1,028,512 Construction Project Ningxia Chateau - - - 2,835,598 - 2,835,598 Construction Project Changan Chateau - - - 1,245,742 - 1,245,742 Construction Project R&D Centre (“Changyu - - - 577,328,351 - 577,328,351 Wine Complex”) Project Other Companies’ 886,998 - 886,998 7,696,803 - 7,696,803 Construction Project Total 40,934,161 - 40,934,161 590,172,099 - 590,172,099 145 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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 2022 (%) Museum construction project 51 37,093 32,944,326 - - 32,981,419 65% - Self-raised Shihezi Chateau Construction Project 780 1,028,512 6,037,232 - - 7,065,744 97% - Self-raised Ningxia Chateau Construction Project 428 2,835,598 1,363,790 (4,199,388) - - 100% - Self-raised Changan Chateau Construction 698 1,245,742 718,344 (1,964,086) - - 100% - - - Self-raised Project Loans from financial Changyu Wine Complex 3,740 577,328,351 39,794,848 (606,407,063) (10,716,136) - 100% 17,155,308 - institutions and self-raised 146 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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 2021 17,909,982 252,353,951 270,263,933 Additions during the year - Increase in cultivated 5,730,348 8,750 5,739,098 - Transferred to mature (121,173) 121,173 - Decrease during the year (113,600) (12,500) (126,100) 31 December 2022 23,405,557 252,471,374 275,876,931 Accumulated amortisation 31 December 2021 - (76,550,991) (76,550,991) Charge for the year - (14,911,694) (14,911,694) Decrease during the year - 6,495 6,495 31 December 2022 - (91,456,190) (91,456,190) Carrying amount 31 December 2022 23,405,557 161,015,184 184,420,741 31 December 2021 17,909,982 175,802,960 193,712,942 As at 31 December 2022, there is no biological asset with ownership restricted (31 December 2021: Nil). As at 31 December 2022, no provision for impairment of biological asset of the Group was recognised as there is no any indication exists (31 December 2021: Nil). 14 Leases (1) As a lessee Right-of-use assets Item Plant&buildings Lands Others Total Cost Balance at the beginning of 57,368,820 137,980,409 1,697,986 197,047,215 the year Additions during the year 27,449,712 - - 27,449,712 Balance at the end of the year 84,818,532 137,980,409 1,697,986 224,496,927 Accumulated depreciation Balance at the beginning of (17,898,529) (43,900,453) (679,194) (62,478,176) the year Charge for the year (16,025,426) (5,766,568) (339,598) (22,131,592) Balance at the end of the year (33,923,955) (49,667,021) (1,018,792) (84,609,768) Carrying amounts At the end of the year 50,894,577 88,313,388 679,194 139,887,159 At the beginning of the year 39,470,291 94,079,956 1,018,792 134,569,039 147 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Lease liabilities Item Note 31 December 2022 1 January 2022 Long-term lease liabilities 128,514,033 116,156,677 Less: lease liabilities due within V,27 19,008,940 14,345,089 one year Total 109,505,093 101,811,588 (2) As a lessor Operating lease Item 2022 2021 Lease income 2,341,226 2,015,486 15 Intangible assets Item Land use rights Software licenses Trademarks Total Original book value 31 December 2021 500,566,714 100,664,699 189,491,618 790,723,031 Additions during the year - Purchase - 1,314,730 83,450 1,398,180 Decrease during the year - Disposals (24,795,833) - - (24,795,833) 31 December 2022 475,770,881 101,979,429 189,575,068 767,325,378 Accumulated amortisation 31 December 2021 (104,622,145) (53,525,938) (14,708,069) (172,856,152) Additions during the year - Charge for the year (15,613,814) (9,309,645) (842,812) (25,766,271) Decrease during the year - Disposal 9,537,891 - - 9,537,891 31 December 2022 (110,698,068) (62,835,583) (15,550,881) (189,084,532) Carrying amount 31 December 2022 365,072,813 39,143,846 174,024,187 578,240,846 31 December 2021 395,944,569 47,138,761 174,783,549 617,866,879 As at 31 December 2022, the Group has land use right with infinite useful lives of RMB32,376,235 (31 December 2021: RMB32,640,119), 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. As at 31 December 2022, the Group has trademark with infinite useful lives of RMB155,345,421 (31 December 2021: RMB155,355,846), 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 13.0% and 14.1%, 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. 148 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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 2022, the management believes there is no impairment loss on those trademarks with infinite useful lives of the Group. As at 31 December 2022, ownership restricted net value of intangible assets is RMB 169,385,254 (31 December 2021: RMB201,345,477), 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 2021 the year the year 2022 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 Chile Indomita Wine Group (37,063,130) - - (37,063,130) Dicot Partners, S.L (“Dicot”) - (5,210,925) - (5,210,925) Sub-total (37,063,130) (5,210,925) - (42,274,055) Carrying amount 112,374,541 (5,210,925) - 107,163,616 (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. (2) Provision for impairment of goodwill The Group has allocated the above goodwill to relevant asset groups for impairment testing. As at 31 December 2022, Australia Kilikanoon Estate has made full provision for impairment of goodwill and Atrio has made provision for impairment amounted to RMB 5,210,925 for the current period. 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 Roullet Fransac, Dicot, and Mirefleurs, Indomita Wine are 11.4%, 11.8%, and 13.0%, respectively (2021: 12.1%, 11.2%, and 11.0%). 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 149 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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 Dicot Partners, S.L is lower than its book value. Therefore, on 31 December 2022, the provision for impairment of goodwill of this year was RMB 5,210,925. The impairment loss amounting to RMB5,210,925 was recognised in asset impairment loss in 2022. 17 Long-term deferred expenses Additions during the Item 31 December 2021 Amortisation for the year 31 December 2022 year Land requisition fee 46,822,724 - (1,778,943) 45,043,781 Greening fee 127,686,106 - (8,690,102) 118,996,004 Leasehold improvement 104,279,631 7,864,611 (8,248,878) 103,895,364 Others 5,804,702 1,582,204 (622,823) 6,764,083 Total 284,593,163 9,446,815 (19,340,746) 274,699,232 18 Deferred tax assets and deferred tax liabilities (1) Deferred tax assets and liabilities 31 December 2022 31 December 2021 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 31,605,614 8,024,903 51,526,991 11,522,575 Unrealised profits of intra-group 431,328,252 107,832,063 481,484,528 120,371,131 transactions Unpaid bonus 132,673,269 33,168,317 150,325,085 37,581,271 Termination benefits 9,422,154 2,355,538 14,132,191 3,533,048 Deductible tax losses 285,560,642 67,483,931 266,833,106 63,160,456 Deferred income 38,389,058 8,288,411 41,295,338 8,642,716 Others 837,972 209,493 1,598,132 399,534 Sub-total 929,816,961 227,362,656 1,007,195,371 245,210,731 Deferred tax liabilities: Revaluation due to business combinations involving entities 43,651,105 10,577,065 46,411,478 11,300,970 not under common control Others 2,759,468 689,867 2,012,000 503,000 Sub-total 46,410,573 11,266,932 48,423,478 11,803,970 150 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (2) Details of unrecognised deferred tax assets Item 2022 2021 Deductible tax losses 352,775,161 234,250,359 (3) Expiration of deductible tax losses for unrecognised deferred tax assets Year 2022 2021 2022 - 21,367,869 2023 22,801,737 22,801,737 2024 42,088,453 42,088,453 2025 75,724,538 75,794,409 2026 72,197,891 72,197,891 2027 139,962,542 - Total 352,775,161 234,250,359 19 Other non-current assets Item 2022 2021 Royalty - 144,120,442 Pursuant to a royalty agreement dated 18 May 1997, starting from 18 September 1997, the Group 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. The Group’s royalty in 2022 was RMB 23,189,801 (VAT included). When the difference is deducted by the above-mentioned amount, the balance of royalty due from Changyu Group was RMB 120,930,641 . Classified it to other current assets on 31 December 2022. 151 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 20 Short-term loans Short-term loans by category: Item 2022 2021 Unsecured loans 227,866,802 478,331,156 Mortgaged loans 127,908,137 118,469,193 Guaranteed loans 33,603,541 25,266,108 Total 389,378,480 622,066,457 As at 31 December 2022, 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 % % Credit loans (RMB) 200,000,000 1.0000 200,000,000 Floating 1 Year LPR - 0.5% 3.20% Credit loans (USD) 4,000,000 6.9646 27,866,802 Fixed 4.15% - 5.95% 4.15% - 5.95% Mortgaged loans 8,080,778 7.4229 59,982,807 Fixed 0.65% - 1.60% 0.65% - 1.60% (EUR) Mortgaged loans 9,750,000 6.9646 67,925,330 Fixed 4.15% - 6.76% 4.15% - 6.76% (USD) Guaranteed loans 7,128,758 4.7138 33,603,541 Floating 1.81% - 2.54% 1.81% - 2.54% (AUD) Total 389,378,480 As at 31 December 2022, 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 EUR8,080,778 (equivalent of RMB59,982,807) (31 December 2021: EUR6,795,437, equivalent of RMB49,061,015). On 31 December 2022, Chile Indomita Wine Group pledged its fixed assets to Banco Scotiabank to borrow USD9,750,000 (equivalent to RMB67,925,330) (31 December 2021: USD11,000,000, equivalent to RMB69,408,178). On 31 December 2022, the secured loan represented the secured loan of Australia Kilikanoon Estate of AUD7,128,758 (equivalent to RMB33,603,541) (31 December 2021: AUD5,466,488, equivalent to RMB25,266,108). 21 Accounts payable Ageing 2022 2021 Within 1 year (inclusive) 466,035,065 486,006,974 Over 1 year but within 2 years (inclusive) 34,588,275 4,435,786 Over 2 years but within 3 years (inclusive) 1,637,390 1,405,133 Over 3 years 1,063,016 1,605,923 Total 503,323,746 493,453,816 152 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Significant accounts payable with ageing of more than one year: Balance at the end of Reason for no Item the year repayment Payable to parent Entity 1 19,434,600 company Credit period of more than 1 year from Entity 2 13,185,095 overseas original wine suppliers Total 32,619,695 22 Contract liabilities As at As at Item 31 December 2022 1 January 2022 Receipt in advance 164,437,033 144,013,594 Withholding sales rebates 1,290,958 3,107,122 Total 165,727,991 147,120,716 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 2021 31 December 2022 the year the year Short-term employee (2) 180,557,897 443,469,022 (450,829,428) 173,197,491 benefits Post-employment benefits - defined (3) 329,353 36,634,508 (36,631,968) 331,893 contribution plans Termination benefits 14,132,191 1,418,109 (6,128,146) 9,422,154 Total 195,019,441 481,521,639 (493,589,542) 182,951,538 (2) Short-term employee benefits Additions during Decrease during 31 December 2021 31 December 2022 the year the year Salaries, bonuses, 178,842,535 392,427,646 (401,626,779) 169,643,402 allowances Staff welfare 1,640,965 17,421,550 (17,602,345) 1,460,170 Social insurance 303,836 16,415,455 (16,412,047) 307,244 Medical insurance 303,836 14,763,764 (14,760,356) 307,244 Work-related injury - 1,632,827 (1,632,827) - insurance Maternity insurance - 18,864 (18,864) - Housing fund 38,582 12,431,795 (12,431,795) 38,582 Labour union fee, staff and 1,851,650 4,772,576 (4,876,133) 1,748,093 workers’ education fee Sub-total 182,677,568 443,469,022 (452,949,099) 173,197,491 Less: Non-current liabilities 2,119,671 - (2,119,671) - 153 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Total 180,557,897 443,469,022 (450,829,428) 173,197,491 (3) Post-employment benefits - defined contribution plans Additions during Decrease during 31 December 2021 31 December 2022 the year the year Basic pension insurance 328,120 35,439,551 (35,437,011) 330,660 Unemployment insurance 1,233 1,194,957 (1,194,957) 1,233 Total 329,353 36,634,508 (36,631,968) 331,893 24 Taxes payable Item 2022 2021 Value-added tax 42,260,465 54,103,944 Consumption tax 45,524,174 70,563,701 Corporate income tax 131,264,991 194,566,746 Individual income tax 1,199,990 872,252 Tax on the use of urban land 1,899,840 2,441,121 Education surcharges 2,731,857 5,199,891 Urban maintenance and construction tax 6,168,990 7,128,647 Others 8,645,595 7,445,998 Total 239,695,902 342,322,300 25 Other payables Note 31 December 2022 31 December 2021 Interest payable 88,889 323,074 Dividends payable 70,317 68,392 Others (1) 372,449,483 452,642,025 Total 372,608,689 453,033,491 (1) Others (a) Details of others by nature are as follows: Item 2022 2021 Deposit payable to dealer 207,492,570 241,414,134 Advertising fee payable 40,244,601 41,264,460 Equipment and construction fee payable 15,976,573 44,345,312 Freight charges payable 25,894,816 29,192,798 Deposits due to suppliers 13,549,010 12,966,789 Contracting fee payable 7,407,093 8,668,872 Staff deposit 508,175 743,460 Others 61,376,645 74,046,200 Total 372,449,483 452,642,025 (b) There are no significant others aged over one year accured this year. 154 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 26 Other current liabilities As at 31 As at 31 Item December 2022 December 2021 Tax to be transferred out as sales 18,945,706 18,374,193 Total 18,945,706 18,374,193 27 Non-current liabilities due within one year Non-current liabilities due within one year by category are as follows: Item 2022 2021 Long-term loans due within one year 103,011,894 74,520,037 Long-term payables due within one year 22,000,000 22,000,000 Long-term lease liabilities due within one year 19,008,940 14,345,089 Total 144,020,834 110,865,126 28 Long-term loans Long-term loans by category Item 2022 2021 Credit loans 186,342,909 193,475,080 Guaranteed loans 44,781,100 57,092,000 Less: Long-term loans due within one year 103,011,894 74,520,037 Total 128,112,115 176,047,043 As at 31 December 2022, details of long-term borrowings were as follows: Interest rate at the end Long-term loans Exchange Amount Nature of Interest rate Long-term loans Amount of the year due within one rate interest rate due after one year RMB % % year Credit loans (EUR) 24,698,121 7.4229 183,331,681 Fixed 1.50%-3.65% 1.50%-3.65% 103,011,894 80,319,787 Guaranteed loans (RMB) 405,667 7.4229 3,011,228 Floating 2.85%-3.35% 2.85%-3.35% - 3,011,228 Guaranteed loans (AUD) 9,500,000 4.7138 44,781,100 Floating BBSY+1.10% 2.29% - 44,781,100 Total 231,124,009 103,011,894 128,112,115 As at 31 December 2022, Credit loans (EUR) were EUR 25,103,788 borrowed by Banco Sabadell, Bankia, Banco Santander, BBVA, Caja Rural de Navarr etc. (equivalent of RMB186,342,909 (31 December 2021: EUR26,798,216, equivalent of RMB193,475,080). Australia Kilikanoon Estate has borrowed AUD9,500,000 (equivalent of RMB44,781,100) (31 December 2021: AUD11,000,000, equivalent of RMB50,842,000) from ANZ Bank and it was guaranteed by the Company. 29 Long-term payables Item 2022 2021 Agricultural Development Fund of China (“CADF”) 64,000,000 86,000,000 Less: Long-term payables due within one year 22,000,000 22,000,000 Balance of long-term payables 42,000,000 64,000,000 In 2016, RMB305,000,00, 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 155 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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 RMB22,000,000 in 2022. Refer to Note V. 52 for details of mortgaged and pledged assets. 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 64,000,000 1.20% 2016 2025 22,000,000 42,000,000 intangible assets 30 Deferred income Additions during Decrease during the Item 31 December 2021 31 December 2022 the year year Government grants 41,295,338 9,153,000 (12,059,280) 38,389,058 Government grants: Amounts Additions of recognised in other Related to Liability 31 December 2021 government grants 31 December 2022 income during assets/income during the year the year Government Industrial development support 20,500,000 - (4,100,000) 16,400,000 grants related project to assets Xinjiang industrial revitalisation Government and technological 11,376,000 - (1,422,000) 9,954,000 grants related transformation project to assets Government Retaining wall subsidies - 6,380,000 (406,667) 5,973,333 grants related to assets Government Coal subsidy 2,079,711 - - 2,079,711 grants related to assets Wine fermentation capacity Government construction (Huanren) 2,000,000 - (400,000) 1,600,000 grants related project to assets Government Special fund for efficient 1,153,000 - (162,000) 991,000 grants related water-saving irrigation project to assets Engineering technology Government transformation of information 1,160,000 - (580,000) 580,000 grants related system project to assets Subsidy for economic and Government energy-saving technological 641,500 - (128,300) 513,200 grants related transformation projects to assets Subsidy for mechanic Government development of Penglai 225,588 - (135,180) 90,408 grants related Daliuhang Base to assets Government Special government grant for 1,060,000 - (1,060,000) - grants related infrastructure to assets Government Liquor electronic tracking 524,095 - (524,095) - grants related project to assets Government Fixed asset investment reward 156,600 - (156,600) - grants related of Shihezi Chateau project to assets Government Subsidy for boiler 60,000 - (60,000) - grants related reconstruction and demolition to assets Special Funds for Related to Innovation-Driven 308,844 - (136,438) 172,406 income Development of Yantai City Prize from Industrial Design Related to Competition of Yantai 50,000 - (15,000) 35,000 income Mayor’s Cup Wine industry development Related to - 2,773,000 (2,773,000) - project income Total 41,295,338 9,153,000 (12,059,280) 38,389,058 156 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 31 Other non-current liabilities Item 31 December 2022 31 December 2021 Employee benefits payable - 2,119,671 32 Share capital At 31 December 2021 and 31 December 2022 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 2021 31 December 2022 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 (34,707,177) 12,282,545 - - 10,946,939 1,335,606 (23,760,238) foreign currency financial statements 35 Surplus reserve Item 31 December 2022 31 December 2021 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 2022 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. 157 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 36 Retained earnings Item Note 2022 2021 Retained earnings at the beginning of the 8,929,426,600 8,714,091,755 year (before adjustment) Impact of retrospective adjustment of - (10,582,161) accounting standards Retained earnings at the beginning of the 8,929,426,600 8,703,509,594 year (after adjustment) Add: Net profits for the year attributable to 428,681,411 500,102,606 shareholders of the Company Less: Dividends to ordinary shares (1) (308,458,800) (274,185,600) Retained earnings at the end of the year (2) 9,049,649,211 8,929,426,600 (1) Dividends in respect of ordinary shares declared during the year Pursuant to the shareholders’ approval at the shareholders’ general meeting on 27 May 2022, a cash dividend of RMB 0.45 per share (2021: RMB0.4 per share), totalling RMB308,458,800 (2021: RMB274,185,600). (2) Retained earnings at the end of the year As at 31 December 2022, the consolidated retained earnings attributable to the Company included an appropriation of RMB58,180,889 (2021: RMB58,041,628 ) to surplus reserve made by the subsidiaries. 37 Operating income and operating costs 2022 2021 Item Income Cost Income Cost Principal activities 3,860,311,318 1,651,154,424 3,879,875,396 1,604,954,772 Other operating activities 58,629,842 29,640,308 73,192,187 42,835,102 Total 3,918,941,160 1,680,794,732 3,953,067,583 1,647,789,874 Including:Revenue from contracts with 3,916,599,934 1,679,459,968 3,951,052,097 1,646,424,782 customers Rent income 2,341,226 1,334,764 2,015,486 1,365,092 (1) Disaggregation of revenue from contracts with customers: Type of contract 2022 2021 By type of goods or services - Liquor 3,860,311,318 3,879,875,396 - Others 56,288,616 71,176,701 By timing of transferring goods or services - Revenue recognised at a point in time 3,916,599,934 3,951,052,097 158 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 38 Taxes and surcharges Item 2022 2021 Consumption tax 198,284,289 164,791,894 Urban maintenance and construction tax 28,067,931 30,604,422 Education surcharges 19,554,864 22,147,840 Property tax 28,150,521 28,005,705 Tax on the use of urban land 11,403,394 11,654,759 Stamp duty 3,230,856 6,488,829 Others 964,772 364,121 Total 289,656,627 264,057,570 39 Selling and distribution expenses Item 2022 2021 Salaries and benefits 282,395,182 308,876,899 Marketing fee 322,593,973 251,443,176 Labour service fee 108,784,934 96,864,855 Depreciation expense 47,509,217 48,014,605 Storage rental 25,572,282 28,110,876 Advertising fee 75,862,425 91,168,885 Royalty 21,877,171 24,763,872 Travelling expenses 23,759,493 21,624,100 Design and production fee 30,594,519 30,247,672 Conference fee 8,735,659 20,088,371 Water, electricity and gas fee 16,438,410 14,988,125 Others 64,842,873 62,762,669 Total 1,028,966,138 998,954,105 40 General and administrative expenses Item 2022 2021 Salaries and benefits 73,824,670 73,920,103 Depreciation expenses 85,366,361 79,928,195 Repair costs 11,853,538 16,467,478 Administrative expenses 23,586,680 26,124,859 Amortisation expenses 18,057,909 19,354,205 Amortisation of greening fee 17,846,265 19,186,231 Rental charge 122,097 5,735,121 Safety production costs 11,539,602 11,190,158 Security and cleaning fee 8,530,050 7,455,965 Contracting fee 4,309,290 9,192,907 Others 32,569,069 30,521,154 Total 287,605,531 299,076,376 159 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 41 Financial expenses Item 2022 2021 Interest expenses from loans and payables 22,174,501 24,504,339 Interest expenses from lease liabilities 4,682,389 5,292,452 Less: Borrowing costs capitalised - 945,185 Interest income from deposits (24,186,351) (19,558,354) Net exchange losses 3,301,716 8,296,888 Other financial expenses 1,283,952 3,588,587 Total 7,256,207 21,178,727 Fiscal interest subsidy during reporting period has been included in non-recurring gains and losses. 42 Other income Related to Item 2022 2021 assets/income Government grants Industrial development support project 4,100,000 4,100,000 related to assets Wine production capacity construction Government grants 400,000 400,000 project related to assets Xinjiang Industrial Revitalization and Government grants 1,422,000 1,422,000 Technological Transformation Project related to assets Special subsidies for infrastructure Government grants 1,060,000 1,060,000 support related to asse Shandong Peninsula Blue Economic Government grants - 2,000,000 Area construction funds related to assets Others - Government grants related to Government grants 2,152,842 4,451,324 assets related to assets Special funds for the development of 8,380,737 6,815,339 Related to income enterprises Tax refunds 7,592,342 13,747,870 Related to income Wine Industry Development Project 2,773,000 186,000 Related to income Others - Government grants related to 5,264,519 14,058,208 Related to income income Total 33,145,440 48,240,741 Other income during reporting period has been included in non-recurring gains and losses. 43 Investment losses Investment losses by item Item 2022 2021 Long-term equity investment losses under equity (1,605,469) (2,784,997) method Investment loss arising from disposal of long-term (1,842,325) - equity investments Total (3,447,794) (2,784,997) 160 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 44 Credit reversal/(losses) Item 2022 2021 Accounts receivable 4,752,797 (7,937,144) Total 4,752,797 (7,937,144) 45 Impairment losses Item 2022 2021 Inventories (578,745) 689,420 Goodwill (5,210,925) (20,563,671) Total (5,789,670) (19,874,251) 46 Loss from asset disposals Item 2022 2021 Loss from disposal of fixed assets 16,191,903 11,939,284 Loss from disposal of assets during reporting period has been included in non-recurring gains and losses. 47 Non-operating income and non-operating expenses (1) Non-operating income by item is as follows: Item 2022 2021 Insurance compensation 3,038,560 1,069,670 Net income from fine 566,334 1,068,169 Inventory stocktake surplus - 1,019,314 Others 3,227,915 2,057,151 Total 6,832,809 5,214,304 Non-operating income during reporting period has been included in non-recurring gains and losses. (2) Non-operating expenses Item 2022 2021 Compensation, penalty and fine expenses 723,161 1,761,266 Donations provided 693,625 900,000 Losses from damage or scrapping of non current 867,796 3,425,709 assets Others 665,409 224,869 Total 2,949,991 6,311,844 Non-operating expenses during reporting period has been included in non-recurring gains and losses. 161 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 48 Income tax expenses Item Note 2022 2021 Current tax expense for the year based on 176,922,552 248,208,920 tax law and regulations Changes in deferred tax assets/liabilities (1) 17,311,037 (39,188,099) Total 194,233,589 209,020,821 (1) The analysis of changes in deferred tax is set out below: Item 2022 2021 Origination of temporary differences 17,311,037 (39,188,099) Total 17,311,037 (39,188,099) (2) Reconciliation between income tax expenses and accounting profit: Item 2022 2021 Profit before taxation 625,582,303 715,699,194 Estimated income tax at 25% 156,395,576 178,924,799 Effect of different tax rates applied by subsidiaries 3,875,636 7,223,819 Effect of non-deductible costs, expense and losses 6,207,982 9,480,180 Effect of deductible losses of deferred tax assets not 26,681,652 12,159,985 recognised for the year Deferred tax assets written-off 1,072,743 1,232,038 Income tax expenses 194,233,589 209,020,821 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: 2022 2021 Consolidated net profit attributable to ordinary 428,681,411 500,102,606 shareholders of the Company Weighted average number of ordinary shares 685,464,000 685,464,000 outstanding Basic earnings per share (RMB/share) 0.63 0.73 Weighted average number of ordinary shares is calculated as follows: 2022 2021 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. 162 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 50 Cash flow statement (1) Proceeds relating to other operating activities: Item 2022 2021 Government grants 30,239,160 36,882,470 Penalty income 566,334 1,068,169 Interest income from bank 22,845,833 19,558,354 Others 8,174,080 31,633,258 Total 61,825,407 89,142,251 (2) Payments relating to other operating activities: Item 2022 2021 Selling and distribution expenses 443,486,326 430,962,311 General and administrative expenses 92,510,326 128,747,237 Others 46,253,149 2,488,469 Total 582,249,801 562,198,017 (3) Proceeds relating to other financing activities: Item 2022 2021 Cash paid for lease 19,774,744 15,904,567 Total 19,774,744 15,904,567 163 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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 2022 2021 Net profit 431,348,714 506,678,373 Add: Credit/asset impairment losses 1,036,873 27,811,395 Depreciation of fixed assets and 314,038,019 271,154,064 investment property Amortisation of intangible assets 25,766,271 19,914,969 Amortisation of long-term deferred 19,340,746 19,256,179 expenses Amortisation of biological assets 14,911,694 13,721,424 Depreciation of ROU assets 22,131,592 16,773,427 Losses from disposal of fixed assets, intangible assets, and other long-term 17,059,699 15,364,993 assets Financial expenses 25,170,658 26,782,042 Royalty 21,877,171 24,763,872 Investment losses 3,447,794 2,784,997 Decrease/(Increase) in deferred tax 17,848,075 (38,969,456) assets Decrease in deferred tax liabilities (537,038) (218,643) (Increase)/Decrease in gross (101,354,740) 143,615,551 inventories Decrease/(Increase) in operating 165,687,398 (187,412,623) receivables (Dncrease)/Iecrease in operating (108,896,279) 263,362,094 payables Net cash flows from operating activities 868,876,647 1,125,382,658 b. Significant investing and financing activities not requiring the use of cash: Item 2022 2021 Payment of construction in progress and other 40,584,152 60,224,230 long-term assets by bank acceptances c. Change in cash and cash equivalents: Item 2022 2021 Cash equivalents at the end of the year 1,612,753,600 1,502,327,029 Less: Cash equivalents at the beginning of the 1,502,327,029 1,052,665,105 year Net increase in cash and cash equivalents 110,426,571 449,661,924 164 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (3) Details of cash and cash equivalents Item 2022 2021 Cash at bank and on hand Including: Cash on hand 47,954 71,486 Bank deposits available on demand 1,612,705,646 1,502,255,543 Closing balance of cash and cash equivalents 1,612,753,600 1,502,327,029 52 Assets with restrictive ownership title or right of use Balance at the Item Opening balance Reason for restriction end of the year The Company deposits for Cash at bank and on hand 11,568,964 10,500,515 letters of credit etc. Short-term borrowings Account receivable (i) 49,061,015 59,982,807 mortgage from Atrio R&D Centre mortgage for long-term payables and Fixed assets 313,012,605 303,897,124 long-term and short-term borrowings R&D Centre mortgage for Intangible assets 201,345,477 169,385,254 long-term payables Total 574,988,061 543,765,700 (i) As at 31 December 2022, the amount of accounts receivable with restricted ownership is EUR8,080,778, equivalent of RMB 59,982,807which refers to accounts receivable Atrio conducted for factoring from Banco de Sabadell, S.A. Etc. (31 December 2021: EUR6,795,437, equivalent of RMB49,061,015) 165 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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 166 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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 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 Yantai Changyu Wine Research & Yantai, Shandong, Yantai, Shandong, Acquired through Development Centre Co., Ltd. Manufacturing RMB805,000,000 88.65 - China China establishment or investment (“R&D Centre”) (f) 167 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Shareholding ratio Principal place of Business (%) Name of the Subsidiary Registered place Registered capital Acquisition method business nature (or similar equity interest) 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 Changyu Cultural Tourism Yantai, Shandong, Yantai, Shandong, Acquired through Development Co., Ltd Tourism RMB10,000,000 100 - China China establishment or investment ("Culture Development ") Yantai Changyu Wine Culture Museum Co., Yantai, Shandong, Yantai, Shandong, Acquired through Tourism RMB500,000 - 100 Ltd. ("Museum") 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 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”) 168 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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 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 Yantai Creighton Catering Company Limited Yantai, Shandong, Yantai, Shandong, Acquired through Services RMB1,000,000 100 ("Creighton Catering") China China establishment or investment Reasons for the inconsistency between the proportion of shareholdings in a subsidiary and the proportion of voting rights: (a) 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 is terminated on 31 December 2022. (b) 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. (c) R&D Centre is a joint venture established by the Company and CADF, accounting for 88.65% 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 11.53% of the registered capital. 169 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (2) Material non-wholly owned subsidiaries Proportion of Comprehensive Dividend declared Balance of ownership income attributable to non-controlling non-controlling Name of the Subsidiary interest held by to non-controlling shareholders interests at the end non-controlling interests for the during the year of the year interests year Xinjiang Tianzhu 40% 3,823,000 - (40,902,990) AFIP 8.47% - - (56,409,393) Golden Icewine Valley 49% 1,663,793 - (31,655,269) IWCC 15% (4,458,010) 1,906,484 (57,264,506) 170 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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 2022 2021 2022 2021 2022 2021 2022 2021 Current assets 33,532,307 22,642,150 251,902,602 249,865,391 15,243,035 24,018,451 221,192,234 196,488,084 Non-current assets 23,267,653 43,852,510 399,165,555 414,851,163 24,918,242 24,450,344 320,233,623 314,756,823 Total assets 56,799,960 66,494,660 651,068,157 664,716,554 40,161,277 48,468,795 541,425,857 511,244,907 Current liabilities 131,477 130,108 22,424,425 27,459,352 8,064,396 12,976,418 140,793,252 130,027,677 Non-current liabilities 5,336,114 5,336,114 3,020,582 - - - 11,311,586 8,906,387 Total liabilities 5,467,591 5,466,222 25,445,007 27,459,352 8,064,396 12,976,418 152,104,838 138,934,064 Operating income - - 175,992,960 191,463,783 17,040,412 24,236,758 238,351,323 226,856,381 Net (loss)/ profit (9,557,501) (3,480,276) (3,366,711) 2,326,063 (3,395,496) (6,425,183) 23,561,992 19,716,978 Total comprehensive (9,557,501) (3,480,276) (3,366,711) 2,326,063 (3,395,496) (6,425,183) 29,720,066 3,284,057 income Cash flows from operating 11,772,488 (1,292,713) 8,265,568 (4,754,748) 6,541,363 4,744,413 18,971,851 99,234,532 activities 171 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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. 172 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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 2022, 48.8% of the Group trade receivables are due from top five customers (31 December 2021: 42.8%). 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: 2022 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 396,981,235 - - - 396,981,235 389,378,480 Accounts payable 503,323,746 - - - 503,323,746 503,323,746 Other payables 372,608,689 - - - 372,608,689 372,608,689 Long-term loans (including the 75,108,083 70,927,517 115,864,799 - 261,900,399 231,124,009 portion due within one year) Long-term payables (including the portion due within one 22,546,674 22,282,674 20,039,452 - 64,868,800 64,000,000 year) Lease liability (including the 22,767,666 22,126,517 33,652,990 68,864,863 147,412,036 128,514,033 portion due within one year) Total 1,393,336,093 115,336,708 169,557,241 68,864,863 1,747,094,905 1,688,948,957 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 2,020,886,055 173 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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: 2022 2021 Item Effective interest Effective interest Amounts Amounts rate rate Financial assets - Cash at bank 2.00% - 2.25% 53,200,000 1.75% - 2.25% 53,200,000 Financial liabilities - Short-term loans 0.65% - 6.76% (155,774,939) 0.35% - 3.35% (172,066,457) - Long-term loans (including the 1.50% - 3.65% (183,331,680) 0.95% - 3.28% (193,475,080) portion due within one year) - Long-term payables (including the 1.20% (64,000,000) 1.20% (86,000,000) portion due within one year) - Lease liability (including the 4.65% (128,514,033) 4.65% (116,156,677) portion due within one year) Total (478,420,652) (514,498,214) Variable rate instruments: 2022 2021 Item Effective interest Effective interest Amounts Amounts rate rate Financial assets - Cash at bank 0.25% - 1.61% 1,598,206,161 0.3% - 1.82% 1,513,824,507 Financial liabilities - Short-term loans 1 year LPR 0.005 (200,000,000) 1 year LPR 0.005 (450,000,000) - Short-term loans 1.81% - 2.54% (33,603,542) - - - Long-term loans (including the - 90% of - (6,250,000) portion due within one year) 5 year LPR - Long-term loans (including the BBSY+1.10% (44,781,100) BBSY+1.10% (50,842,000) portion due within one year) - Long-term loans (including the 2.85% - 3.35% (3,011,228) - - portion due within one year) Total 1,316,810,291 1,006,732,507 (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. 174 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report As at 31 December 2022, 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 RMB1,055,235(2021: RMB1,901,595), and net profit by RMB1,055,235 (2021: RMB1,901,595). 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. 2022 2021 Balance at foreign Balance at RMB Balance at foreign Balance at RMB currency equivalent currency equivalent Cash at bank and on hand - USD 10,922 76,068 1,984,323 12,640,136 - EUR 67 494 106,216 766,848 - HKD 208 186 Short-term loans 15,490,000 98,759,593 - USD 13,750,000 95,792,132 15,490,000 98,759,593 (2) The following are the exchange rates for Renminbi against foreign currencies applied by the Group: Balance sheet date Average rate mid-spot rate 2022 2021 2022 2021 USD 6.7573 6.4512 6.9646 6.3757 EUR 7.0985 7.6186 7.4229 7.2197 HKD 0.8583 0.8300 0.8933 0.8176 175 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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 2022 USD 3,589,352 3,589,352 EUR (19) (19) HKD (7) (7) Total 3,589,326 3,589,326 31 December 2021 USD 4,305,973 4,305,973 EUR (38,342) (38,342) Total 4,267,631 4,267,631 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 2022 and 31 December 2021. 176 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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. 177 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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 Yantai Guolong Subsidiaries of the joint venture 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 2022 2021 Shenma Packaging Product procurement 82,187,388 80,754,599 Zhongya Pharmaceutical Product procurement 253,410 591,522 Mirefleurs Product procurement 7,054,664 6,822,330 LIVERSAN Product procurement 2,870,515 3,269,146 Total 92,365,977 91,437,597 (2) Sales of goods Related parties Nature of transaction 2022 2021 Zhongya Pharmaceutical Sales of goods 5,384,362 3,872,660 WEMISS Shanghai Sales of goods 2,017,066 5,365,061 Chengdu Yufeng Sales of goods 614,302 2,677,707 Shenma Packaging Sales of goods 110,048 287,930 Yantai Guolong Sales of goods 26,816,648 - Total 34,942,426 12,203,358 178 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (3) Purchase of fixed assets Related parties of the Company Nature of transaction 2022 2021 Purchase of fixed Shenma Packaging 4,245,929 4,101,232 assets Total 4,245,929 4,101,232 (4) Leases (a) As the lessor Lease income Lease income Name of lessee Type of assets leased recognised in 2022 recognised in 2021 Shenma Packaging Offices and plants 1,549,410 1,492,550 Zhongya Pharmaceutical Offices and plants 590,476 522,936 Total 2,139,886 2,015,486 (b) As the lessee Type of assets Lease expense Lease expense Name of lessor leased recognised in 2022 recognised in 2021 Changyu Group Office buildings 1,425,735 1,612,118 Changyu Group Offices and plants 1,275,144 1,394,762 Changyu Group Offices and plants 3,825,433 4,184,286 Offices and 6,145,488 Changyu Group 7,057,143 commercial building Total 1,425,735 14,248,309 (5) Remuneration of key management personnel Item 2022 2021 Remuneration of key management personnel 10,265,674 12,495,933 (6) Other related party transactions Related parties Nature of transaction 2022 2021 Changyu Group Royalty 21,877,171 24,763,872 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 179 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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 RMB21,877,171 this year. 5 Receivables from and payables to related parties Receivables from related parties 2022 2021 Provision for Provision for Item Related party Book value bad and Book value bad and doubtful debts doubtful debts Zhongya Accounts receivable 2,627,473 8,091 287,788 956 Pharmaceutical Other current assets Changyu Group 120,930,641 - - - Other non-current assets Changyu Group - - 144,120,442 - Shenma Other receivables - - 341,880 - Packaging Accounts receivable Yantai Guolong l 2,627,473 8,091 - - Payables to related parties Item Related party 2022 2021 Zhongya Accounts payable 36,600,233 30,184,072 Pharmaceutical Zhongya Accounts payable 5,365,862 - Pharmaceutica Accounts payable Chengdu Yufeng 143,659 344,464 Accounts payable Changyu Group 19,434,600 19,434,600 Zhongya Contract liabilities 240 653 Pharmaceutica Other payables Shenma Packaging 471,869 - 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. 180 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report XI. Commitments and contingencies 1 Significant commitment (1) Capital commitments Item 2022 2021 Long-term assets acquisition commitment 45,698,000 84,963,700 Total 45,698,000 84,963,700 (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 2022 2021 Within 1 year (inclusive) - 651,000 Total - 651,000 2 Contingencies The Group do not have any significant contingencies as at balance sheet date. XII. Subsequent events 1 Distribution of dividends on ordinary shares approved after the balance sheet date According to the proposal of the Board of Directors on 11 April 2023, 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. 2 Transfer of the non-controlling interests after balance sheet date On 16 January 2023, the 4th meeting of the 9th Board of Directors of the Company reviewed and approved the Proposal on the Transfer of Equity of Liaoning Changyu Golden Valley Icewine Chateau Co., Ltd.(“Icewine Chateau”). On 30 January 2023, the Company signed the Equity Transfer Agreement with Canada Orose Icewine Co., Ltd.(“Orose Icewine Company”) and Huanren Manchu Autonomous County Orose Chateau Co., Ltd.(Orose Chateau Company)(桓仁满族自治县奥罗丝酒庄有限公司), the Company planned to transfer 25% equity of the Icewine Chateau held by Orose Icewine Company, in the amount of RMB 16,671,800.00, and 24% equity of the Icewine Chateau held by Orose Chateau Company, in the amount of RMB 16,075,000.00. 181 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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 2022, over 82% of revenue, more than 91% of profit and over 91% of non-current assets derived from China/are located in China. Therefore, the Group does not need to disclose additional segment report information. XIV. Notes to the Company’s financial statements 1 Bills receivable Classification of bills receivable Item 2022 2021 Bank acceptance bills - 9,800,000 Total - 9,800,000 2 Receivables under financing Item Note 2022 2021 Bills receivable (1) 41,061,417 62,411,636 Total 41,061,417 62,411,636 (1) The pledged bills receivable of the Company at the end of the year As at 31 December 2022, there was no pledged bills receivable (31 December 2021: Nil). (2) Outstanding derecognised endorsed bills that have not matured at the end of the year Amount Item recognised at year end Bank acceptance bills 105,149,583 Total 105,149,583 As at 31 December 2022, derecognised bills endorsed by the Company to other parties which are not yet due at the end of the period is RMB 105,149,583 (31 December 2021: RMB65,893,889). 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 2022 31 December 2021 Dividends receivable (1) 250,000,000 - 182 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report Others (2) 470,176,320 398,072,976 Total 720,176,320 398,072,976 (1) Dividends receivable Item 31 December 2022 31 December 2021 Dividends to subsidiaries 250,000,000 - Total 250,000,000 - (2) Others (a) Others by customer type: Customer type 31 December 2022 31 December 2021 Amounts due from subsidiaries 470,128,362 397,998,281 Amounts due from related parties 47,958 74,695 Sub-total 470,176,320- 398,072,976 Less: Provision for bad and doubtful debts - - Total 470,128,362 398,072,976 (b) The ageing analysis is as follows: Ageing 2022 2021 Within 1 year (inclusive) 470,071,848 397,936,651 Over 1 year but within 2 years (inclusive) - 11,853 Over 2 years but within 3 years (inclusive) 104,472 104,472 Over 3 years - 20,000 Sub-total 470,176,320 398,072,976 Less: Provision for bad and doubtful debts - - Total 470,176,320 398,072,976 The ageing is counted starting from the date. (c) Movements of provisions for bad and doubtful debts As at 31 December 2022, no bad and doubtful debt provision was made for other receivables (31 December 2021: Nil). As at 31 December 2022, the Company has no other receivables written off (31 December 2021: Nil). 183 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (d) Others categorised by nature Nature of other receivables 2022 2021 Amounts due from subsidiaries 470,128,362 397,998,281 Others 47,958 74,695 Sub-total 470,176,320 398,072,976 Less: Provision for bad and doubtful debts - - Total 470,128,362 398,072,976 (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 Debtor Ageing ending balance of receivable end of the year bad and others (%) doubtful debts Amounts due 40.9 - Sales Company 192,349,897 Within 1 year from subsidiaries Amounts due 3.4 - R&D Centre 16,085,524 Within 1 year from subsidiaries Amounts due 2.7 - Digital Marketing 12,513,258 Within 1 year from subsidiaries Amounts due 2.0 - Chateau KOYA 9,455,430 Within 1 year from subsidiaries Amounts due 1.5 - Chateau Changyu 7,040,550 Within 1 year from subsidiaries Total 237,444,659 50.5 - 4 Long-term equity investments (1) Long-term equity investments by category: 2022 2021 Item Provision for Carrying Provision for Carrying Book value Book value impairment amount impairment amount Investments in 7,703,535,027 - 7,703,535,027 7,593,535,027 - 7,593,535,027 subsidiaries Investments in 2,318,351 - 2,318,351 5,886,467 - 5,886,467 associates Total 7,705,853,378 - 7,705,853,378 7,599,421,494 - 7,599,421,494 184 Yantai Changyu Pioneer Wine Co., Ltd. 2022 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 Chateau Koya - 110,000,000 - 110,000,000 Total 7,593,535,027 110,000,000 - 7,703,535,027 For information about the subsidiaries of the Company, refer to Note VI. (3) Investments in associates: Investment Balance at the losses Additions during Decrease Balance at the Subsidiary beginning of recognized the year during the year end of the year the year under the equity method WEMISS Shanghai 2,366,811 - - (48,460) 2,318,351 Yantai Santai Real Estate 3,519,656 - (3,519,656) - - Development Co., Ltd Total 5,886,467 - (3,519,656) (48,460) 2,318,351 185 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 5 Operating income and operating costs 2022 2021 Item Income Cost Income Cost Principal activities 672,635,481 575,896,372 576,706,055 470,719,232 Other operating activities 2,426,940 1,420,479 2,189,747 1,439,506 Total 675,062,421 577,316,851 578,895,802 472,158,738 Including:Revenue from contracts 672,635,481 575,896,372 576,706,055 470,719,232 with customers Rent income 2,426,940 1,420,479 2,189,747 1,439,506 (1) Disaggregation of revenue from contracts with customers: Type of contract 2022 2021 By type of goods or services - Liquor 672,635,481 576,706,055 By timing of transferring goods or services - Revenue recognised at a point in time 672,635,481 576,706,055 6 Investment income Item 2022 2021 Income from long-term equity investments 738,407,264 867,880,564 accounted for using cost method Loss from long-term equity investments accounted (48,460) (357,386) for using equity method Loss from long-term equity investments accounted (1,842,325) - for disposal of long-term equity investment Total 736,516,479 867,523,178 7 Transactions with related parties (1) Product procurement Related parties Nature of transaction 2022 2021 Subsidiary of the parent Product procurement 154,806,785 117,808,977 company Other related parties of the Product procurement 42,578,235 30,002,566 Company Total 197,385,020 147,811,543 (2) Sales of goods Related parties Nature of transaction 2022 2021 Subsidiary of the parent Sales of goods 504,080,073 576,708,399 company Other related parties of the Sales of goods 2,952,493 3,017,548 Company Total 507,032,566 579,725,947 186 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report (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 Y Australia Kilikanoon AUD 17,550,000 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 2022 recognised in 2021 Other related parties of Offices and plants 2,139,886 2,015,486 the Company Subsidiary of the parent Offices buildings 85,714 85,714 company Total 2,225,600 2,101,200 (b) As the lessee Lease expense Lease expense Name of lessor Type of assets leased recognised in 2022 recognised in 2021 Other related parties of Office buildings 1,275,144 1,394,762 the Company Total Office buildings 1,275,144 1,394,762 8 Receivables from and payables to related parties Receivables from related parties 2022 2021 Provision for Provision for Item Related party Book value bad and Book value bad and doubtful debts doubtful debts Other related parties Accounts receivables 2,301,505 7,805 - - of the Company Subsidiary of the Other receivables 720,128,362 - 397,998,281 - parent company Subsidiary of the Other non-current assets 1,850,200,000 - 2,023,500,000 - parent company Payables to related parties Item Related party 2022 2021 Other related parties of Accounts payable 35,944,149 28,014,000 the Company Subsidiary of the Other payables 421,781,524 362,651,747 parent company Other related parties of Other payables 471,869 - the Company 187 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report XV. Non-recurring profit and loss statement in 2022 Item Amount (1) Profit and loss from disposal of non-current assets (18,902,024) Government grants recognised through profit or loss (excluding those (2) having close relationships with the Group’s operation and enjoyed in 33,145,440 fixed amount or quantity according to uniform national standard) (3) Other non-operating income and expenses besides items above 4,750,614 Sub-total 18,994,030 (4) Tax effect (4,695,173) (5) Effect on non-controlling interests after taxation 551,195 Total 14,850,052 Note 1: Extraordinary gain and loss items (1) to (3) listed above are presented in the amount before taxation. 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: 2022 2021 Consolidated net profit attributable to ordinary 428,681,411 500,102,606 shareholders of the Company Extraordinary gains and losses attributable to 14,850,052 27,866,644 ordinary shareholders of the Company Consolidated net profit excluding extraordinary gain and loss attributable to the Company’s ordinary 413,831,359 472,235,962 equity shareholders Weighted average number of ordinary shares 685,464,000 685,464,000 outstanding Basic earnings per share excluding extraordinary 0.60 0.69 gain and loss (RMB/share) (3) Diluted earnings per share During the reporting period, the Company did not have dilutive potential ordinary shares. 188 Yantai Changyu Pioneer Wine Co., Ltd. 2022 Annual Report 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: 2022 2021 Consolidated net profit attributable to ordinary 428,681,411 500,102,606 shareholders of the Company Weighted average amount of consolidated net 10,487,764,058 10,329,718,533 assets Weighted average return on net assets 4.09% 4.84% Calculation of weighted average amount of consolidated net assets is as follows: 2022 2021 Consolidated net assets at the beginning of the year 10,447,884,183 10,267,832,644 Impact of changes in accounting policies - (10,582,161) Effect of consolidated net profit attributable to 219,814,175 232,409,650 ordinary shareholders of the Company Effect of shares repurchased (Note V.36) (179,934,300) (159,941,600) Weighted average amount of consolidated net 10,487,764,058 10,329,718,533 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: 2022 2021 Consolidated net profit excluding extraordinary gain and loss attributable to the Company’s ordinary 413,831,359 472,235,962 equity shareholders Weighted average amount of consolidated net 10,487,764,058 10,329,718,533 assets (Note) Weighted average return on net assets excluding 3.95% 4.57% extraordinary gain and loss Yantai Changyu Pioneer Wine Co., Ltd. Board of Directors April 13, 2023 189