YANTAI CHANGYU PIONEER WINE COMPANY LIMITED ENGLISH TRANSLATION OF FINANCIAL STATEMENTS FOR THE YEAR 1 JANUARY 2023 TO 31 DECEMBER 2023 IF THERE IS ANY CONFLICT BETWEEN THE CHINESE VERSION AND ITS ENGLISH TRANSLATION, THE CHINESE VERSION WILL PREVAIL AUDITOR’S REPORT KPMG Huazhen Shen Zi No. 2405429 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 2023, 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 2023, 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. Page 1 of 6 AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2405429 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” 25 and “V. Notes to the consolidated financial statements” 38. 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 Management’s design and operation mainly 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 As revenue is one of the key performance Standards for Business Enterprises; 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; Page 2 of 6 AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2405429 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” 25 and “V. Notes to the consolidated financial statements” 38. 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. Page 3 of 6 AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2405429 Other Information Management of Yantai Changyu is responsible for the other information. The other information comprises all the information included in the 2023 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. Page 4 of 6 AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2405429 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. Page 5 of 6 AUDITOR’S REPORT (continued) KPMG Huazhen Shen Zi No. 2405429 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: 10 April 2024 Page 6 of 6 Yantai Changyu Pioneer Wine Company Limited Consolidated balance sheet as at 31 December 2023 (Expressed in Renminbi Yuan) 31 December 31 December Note 2023 2022 Assets Current assets Cash at bank and on hand V.1 2,217,693,647 1,651,454,115 Bills receivable V.2 1,260,000 2,712,460 Accounts receivable V.3 382,132,334 343,982,985 Receivables under financing V.4 408,316,028 309,329,918 Prepayments V.5 61,497,933 60,415,508 Other receivables V.6 71,496,276 70,542,398 Inventories V.7 2,765,390,587 2,903,398,515 Other current assets V.8 88,368,542 185,337,393 Total current assets 5,996,155,347 5,527,173,292 Non-current assets Long-term equity investments V.9 38,285,620 41,371,385 Investment properties V.10 24,482,831 22,115,318 Fixed assets V.11 5,795,082,569 6,028,137,972 Construction in progress V.12 3,323,241 40,934,161 Bearer biological assets V.13 177,461,983 184,420,741 Right-of-use assets V.14 121,745,910 139,887,159 Intangible assets V.15 542,625,776 578,240,846 Goodwill V.16 107,163,616 107,163,616 Long-term deferred expenses V.17 306,662,107 274,699,232 Deferred tax assets V.18 221,518,204 227,362,656 Other non-current assets V.19 1,760,000 - Total non-current assets 7,340,111,857 7,644,333,086 Total assets 13,336,267,204 13,171,506,378 The notes on pages 20 to 117 form part of these financial statements. 1 Yantai Changyu Pioneer Wine Company Limited Consolidated balance sheet as at 31 December 2023 (continued) (Expressed in Renminbi Yuan) 31 December 31 December Note 2023 2022 Liabilities and shareholders’ equity Current liabilities Short-term loans V.20 364,981,445 389,378,480 Accounts payable V.21 473,352,525 503,323,746 Contract liabilities V.22 175,278,849 165,727,991 Employee benefits payable V.23 185,331,292 182,951,538 Taxes payable V.24 274,723,431 239,695,902 Other payables V.25 555,634,336 372,608,689 Other current liabilities V.26 44,958,297 18,945,706 Non-current liabilities due within V.27 78,523,993 144,020,834 one year Total current liabilities 2,152,784,168 2,016,652,886 Non-current liabilities Long-term loans V.28 66,616,443 128,112,115 Lease liabilities V.29 85,038,335 109,505,093 Long-term payables V.30 - 42,000,000 Deferred income V.31 32,582,734 38,389,058 Deferred tax liabilities V.18 8,719,729 11,266,932 Total non-current liabilities 192,957,241 329,273,198 Total liabilities 2,345,741,409 2,345,926,084 The notes on pages 20 to 117 form part of these financial statements. 2 Yantai Changyu Pioneer Wine Company Limited Consolidated balance sheet as at 31 December 2023 (continued) (Expressed in Renminbi Yuan) 31 December 31 December Note 2023 2022 Liabilities and shareholders’ equity (continued) Shareholders’ equity Share capital V.32 692,249,559 685,464,000 Capital reserve V.33 651,086,707 524,968,760 Less:Treasury stock V.34 103,411,919 - Other comprehensive income V.35 (14,784,677) (23,760,238) Surplus reserve V.36 342,732,000 342,732,000 Retained earnings V.37 9,273,629,318 9,049,649,211 Total equity attributable to shareholders of 10,841,500,988 10,579,053,733 the Company Non-controlling interests 149,024,807 246,526,561 Total shareholders’ equity 10,990,525,795 10,825,580,294 Total liabilities and shareholders’ equity 13,336,267,204 13,171,506,378 These financial statements were approved by the Board of Directors of the Company on 10 April 2024. . 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 20 to 117 form part of these financial statements. 3 Yantai Changyu Pioneer Wine Company Limited Company balance sheet as at 31 December 2023 (Expressed in Renminbi Yuan) 31 December 31 December Note 2023 2022 Assets Current assets Cash at bank and on hand 1,242,484,544 874,241,771 Accounts receivable 5,189,894 2,301,505 Receivables under financing XVII.1 36,322,019 41,061,417 Prepayments 52,587 3,518,783 Other receivables XVII.2 576,949,997 720,176,320 Inventories 323,465,919 335,031,522 Other current assets 147,187 20,080,844 Total current assets 2,184,612,147 1,996,412,162 Non-current assets Long-term equity investments XVII.3 7,648,498,638 7,705,853,378 Investment properties 24,482,831 22,115,318 Fixed assets 194,601,612 216,651,596 Construction in progress 264,175 375,969 Bearer biological assets 100,785,279 108,370,882 Right-of-use assets 37,025,896 36,153,799 Intangible assets 72,552,201 75,298,044 Deferred tax assets 2,327,585 12,120,605 Other non-current assets 1,934,430,000 1,850,200,000 Total non-current assets 10,014,968,217 10,027,139,591 Total assets 12,199,580,364 12,023,551,753 The notes on pages 20 to 117 form part of these financial statements. 4 Yantai Changyu Pioneer Wine Company Limited Company balance sheet as at 31 December 2023 (continued) (Expressed in Renminbi Yuan) 31 December 31 December Note 2023 2022 Liabilities and shareholders’ equity Current liabilities Short-term loans 100,000,000 100,000,000 Accounts payable 63,686,113 100,583,550 Employee benefits payable 68,654,350 68,112,832 Taxes payable 6,439,899 39,101,259 Other payables 608,904,995 499,751,275 Non-current liabilities due within 3,803,910 5,129,607 one year Total current liabilities 851,489,267 812,678,523 Non-current liabilities Lease liabilities 42,380,074 38,757,167 Deferred income 55,718 877,814 Total non-current liabilities 42,435,792 39,634,981 Total liabilities 893,925,059 852,313,504 The notes on pages 20 to 117 form part of these financial statements. 5 Yantai Changyu Pioneer Wine Company Limited Company balance sheet as at 31 December 2023 (continued) (Expressed in Renminbi Yuan) 31 December 31 December Note 2023 2022 Liabilities and shareholders’ equity (continued) Shareholders’ equity Share capital 692,249,559 685,464,000 Capital reserve 687,544,350 560,182,235 Less:Treasury stock 103,411,919 - Surplus reserve 342,732,000 342,732,000 Retained earnings 9,686,541,315 9,582,860,014 Total shareholders’ equity 11,305,655,305 11,171,238,249 Total liabilities and shareholders’ equity 12,199,580,364 12,023,551,753 These financial statements were approved by the Board of Directors of the Company on 10 April 2024. . 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 20 to 117 form part of these financial statements. 6 Yantai Changyu Pioneer Wine Company Limited Consolidated income statement for the year ended 31 December 2023 (Expressed in Renminbi Yuan) Note 2023 2022 I. Operating income V.38 4,384,764,335 3,918,941,160 Less: Operating costs V.38 1,786,983,657 1,680,794,732 Taxes and surcharges V.39 349,735,571 289,656,627 Selling and distribution V.40 1,239,782,776 1,028,966,138 expenses General and administrative V.41 303,990,858 287,605,531 expenses Research and development 17,413,534 15,431,310 expenses Financial expenses V.42 11,083,459 7,256,207 Including: Interest expenses 35,800,097 26,856,890 Interest income 30,571,465 24,186,351 Add: Other income V.43 51,523,799 33,145,440 Investment income/(losses) V.44 23,847,450 (3,447,794) Including: Losses from investment (712,480) (1,605,469) associates and in joint ventures Credit reversal V.45 1,397,658 4,752,797 Impairment losses V.46 (13,506,958) (5,789,670) Losses from disposal of assets V.47 (134,133) (16,191,903) The notes on pages 20 to 117 form part of these financial statements. 7 Yantai Changyu Pioneer Wine Company Limited Consolidated income statement for the year ended 31 December 2023 (continued) (Expressed in Renminbi Yuan) Note 2023 2022 II. Operating profit 738,902,296 621,699,485 Add: Non-operating income V.48 11,992,270 6,832,809 Less: Non-operating expenses V.48 3,428,410 2,949,991 III. Profit before income tax 747,466,156 625,582,303 Less: Income tax expenses V.49 221,433,447 194,233,589 IV. Net profit 526,032,709 431,348,714 (1) Net profit classified by continuity of operations: 1. Net profit from continuing 526,032,709 431,348,714 operations 2. Net profit from discontinued - - operations (2) Net profit classified by ownership: 1. Net profit attributable to shareholders of the 532,438,907 428,681,411 Company 2. Non-controlling net (6,406,198) 2,667,303 (losses)/interests V. Other comprehensive income, net of 9,519,495 12,282,545 tax (1) Other comprehensive income (net of tax) attributable to 8,975,561 10,946,939 shareholders of the Company Translation differences arising from translation of foreign 8,975,561 10,946,939 currency financial statements (2) Other comprehensive income (net of tax) attributable to 543,934 1,335,606 non-controlling interests The notes on pages 20 to 117 form part of these financial statements. 8 Yantai Changyu Pioneer Wine Company Limited Consolidated income statement for the year ended 31 December 2023 (continued) (Expressed in Renminbi Yuan) Note 2023 2022 VI. Total comprehensive income for the 535,552,204 443,631,259 year (1) Attributable to shareholders of 541,414,468 439,628,350 the Company (2) Attributable to non-controlling (5,862,264) 4,002,909 interests VII. Earnings per share: (1) Basic earnings per share V.50 0.78 0.63 (2) Diluted earnings per share V.50 0.78 0.63 These financial statements were approved by the Board of Directors of the Company on 10 April 2024. . 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 20 to 117 form part of these financial statements. 9 Yantai Changyu Pioneer Wine Company Limited Company income statement for the year ended 31 December 2023 (Expressed in Renminbi Yuan) Note 2023 2022 I. Operating income XVII.4 731,158,954 675,062,421 Less: Operating cost XVII.4 621,636,564 577,316,851 Taxes and surcharges 26,163,038 27,984,695 General and administrative 60,054,424 58,441,386 expenses Research and development 1,127,242 2,674,191 expenses Financial expenses (2,756,864) (4,912,837) Including: Interest expenses 3,184,460 3,238,235 Interest income 10,213,608 10,840,336 Add: Other income 3,219,830 5,318,209 Investment income XVII.5 439,250,529 736,516,479 Impairment losses (42,274,055) - Proceeds from the disposal of - 33,453 assets II. Operating profit 425,130,854 755,426,276 Add: Non-operating income 386,193 3,665,752 Less: Non-operating expenses 1,258,048 1,281,047 The notes on pages 20 to 117 form part of these financial statements. 10 Yantai Changyu Pioneer Wine Company Limited Company income statement for the year ended 31 December 2023 (continued) (Expressed in Renminbi Yuan) Note 2023 2022 III. Profit before income tax 424,258,999 757,810,981 Less: Income tax expenses 12,118,898 8,053,832 IV. Net profit 412,140,101 749,757,149 (i) Net profit from continuing 412,140,101 749,757,149 operations (ii) Net profit from discontinued - - operations V. Other comprehensive income, net of - - tax VI. Total comprehensive income for the 412,140,101 749,757,149 year These financial statements were approved by the Board of Directors of the Company on 10 April 2024. . 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 20 to 117 form part of these financial statements. 11 Yantai Changyu Pioneer Wine Company Limited Consolidated cash flow statement for the year ended 31 December 2023 (Expressed in Renminbi Yuan) Note 2023 2022 I. Cash flows from operating activities: Proceeds from sale of goods and 4,362,027,268 3,681,133,282 rendering of services Refund of taxes 37,827,698 186,197,815 Proceeds from other operating V.51(1) 219,385,622 61,825,407 activities Sub-total of cash inflows 4,619,240,588 3,929,156,504 Payment for goods and services 1,368,282,215 1,266,006,299 Payment to and for employees 491,419,621 493,589,542 Payment of various taxes 910,748,260 718,434,215 Payment for other operating activities V.51(1) 675,698,749 582,249,801 Sub-total of cash outflows 3,446,148,845 3,060,279,857 Net cash flows from operating V.52(1) 1,173,091,743 868,876,647 activities II. Cash flows from investing activities: Proceeds from disposal of 238,200,000 133,200,000 investments Investment returns received 3,196,066 1,340,518 Net proceeds from disposal of fixed assets, intangible assets and other 10,529,793 28,412,630 long-term assets Net proceeds from disposal of V.52(2) 20,308,625 - subsidiaries and other business units Net proceeds from acquisition of V.52(2) 657,049 - subsidiaries and other business units Sub-total of cash inflows 272,891,533 162,953,148 Payment for acquisition of fixed assets, intangible assets and other 132,032,219 198,791,362 long-term assets Payment for acquisition of 464,200,000 108,200,000 investments Sub-total of cash outflows 596,232,219 306,991,362 Net cash flows from investing (323,340,686) (144,038,214) activities The notes on pages 20 to 117 form part of these financial statements. 12 Yantai Changyu Pioneer Wine Company Limited Consolidated cash flow statement for the year ended 31 December 2023 (continued) (Expressed in Renminbi Yuan) Note 2023 2022 III. Cash flows from financing activities: Proceeds from investors 103,411,919 - Proceeds from borrowings 573,859,507 641,331,495 Sub-total of cash inflows 677,271,426 641,331,495 Repayments of borrowings 768,253,239 903,179,998 Payment for dividends, profit 341,454,132 333,134,330 distributions or interest Payment for other financing activities V.51(3) 67,229,123 19,774,744 Sub-total of cash outflows 1,176,936,494 1,256,089,072 Net cash flows from financing (499,665,068) (614,757,577) activities IV. Effect of foreign exchange rate changes on cash and cash 316,163 345,715 equivalents V. Net increase in cash and cash V.52(1) 350,402,152 110,426,571 equivalents Add: Cash and cash equivalents at 1,612,753,600 1,502,327,029 the beginning of the year VI. Cash and cash equivalents at the V.52(2) 1,963,155,752 1,612,753,600 end of the year These financial statements were approved by the Board of Directors of the Company on 10 April 2024. . 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 20 to 117 form part of these financial statements. 13 Yantai Changyu Pioneer Wine Company Limited Company cash flow statement for the year ended 31 December 2023 (Expressed in Renminbi Yuan) Note 2023 2022 I. Cash flows from operating activities: Proceeds from sale of goods and 673,455,798 610,597,839 rendering of services Tax returns received - 1,597,879 Proceeds from other operating 12,473,241 84,262,490 activities Sub-total of cash inflows 685,929,039 696,458,208 Payment for goods and services 611,290,566 401,136,965 Payment to and for employees 60,646,447 67,906,188 Payment of various taxes 62,523,754 50,709,754 Payment for other operating activities 28,861,990 23,452,120 Sub-total of cash outflows 763,322,757 543,205,027 Net cash flows from operating (77,393,718) 153,253,181 activities II. Cash flows from investing activities: Proceeds from disposal of 262,833,449 118,200,000 investments Investment returns received 729,828,424 489,479,719 Net proceeds from disposal of fixed assets, intangible assets and other 576,150 175,978 long-term assets Net proceeds from disposal of subsidiaries and other business 17,965,519 1,677,331 units Proceeds from borrowings to 10,000,000 312,000,000 subsidiaries Sub-total of cash inflows 1,021,203,542 921,533,028 Payment for acquisition of fixed assets, intangible assets and other 7,116,731 21,831,779 long-term assets Payment for acquisition of 478,823,400 218,200,000 investments Net payment for acquisition of subsidiaries and other business 5,537,700 - units Cash paid to subsidiaries 94,230,000 138,700,000 Sub-total of cash outflows 585,707,831 378,731,779 Net cash flows from investing 435,495,711 542,801,249 activities The notes on pages 20 to 117 form part of these financial statements. 14 Yantai Changyu Pioneer Wine Company Limited Company cash flow statement for the year ended 31 December 2023 (continued) (Expressed in Renminbi Yuan) Note 2023 2022 III. Cash flows from financing activities: Proceeds from investors 103,411,919 - Proceeds from borrowings 100,000,000 100,000,000 Sub-total of cash inflows 203,411,919 100,000,000 Repayments of borrowings 100,000,000 150,000,000 Payment for dividends or interest 311,643,260 311,697,035 Payment for other financing activities 4,956,105 4,796,838 Sub-total of cash outflows 416,599,365 466,493,873 Net cash flows from financing (213,187,446) (366,493,873) activities IV. Effect of foreign exchange rate changes on cash and cash - - equivalents V. Net increase in cash and cash 144,914,547 329,560,557 equivalents Add: Cash and cash equivalents at 843,369,997 513,809,440 the beginning of the year VI. Cash and cash equivalents at the 988,284,544 843,369,997 end of the year These financial statements were approved by the Board of Directors of the Company on 10 April 2024. . 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 20 to 117 form part of these financial statements. 15 Yantai Changyu Pioneer Wine Company Limited Consolidated statement of changes in shareholders’ equity for the year ended 31 December 2023 (Expressed in Renminbi Yuan) Attributable to shareholders of the Company Total Other Non-controlling Note Less:Treasury- Retained shareholders’ Share capital Capital reserve comprehensive Surplus reserve Sub-total interests Stock earnings equity income I. Balance at the beginning 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 II. Changes in equity during the year 1. Total comprehensive income - - - 8,975,561 - 532,438,907 541,414,468 (5,862,264) 535,552,204 2. Shareholders’ contributions and decrease of capital (1). Effects of Restricted Share V.32 6,785,559 127,362,115 (103,411,919) - - - 30,735,755 - 30,735,755 Incentive Plan (2). Acquisition of non- VIII.2 - (1,244,168) - - - - (1,244,168) (31,502,609) (32,746,777) controlling interests 3. Appropriation of profits Distributions to shareholders V.37 - - - - - (308,458,800) (308,458,800) (1,538,316) (309,997,116) 4. Others Disposal of equities in subsidiaries - - - - - - - (58,598,565) (58,598,565) III. Balance at the end of the year 692,249,559 651,086,707 (103,411,919) (14,784,677) 342,732,000 9,273,629,318 10,841,500,988 149,024,807 10,990,525,795 These financial statements were approved by the Board of Directors of the Company on 10 April 2024. . 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 20 to 117 form part of these financial statements. 16 Yantai Changyu Pioneer Wine Company Limited Consolidated statement of changes in shareholders’ equity (continued) 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 Distributions to shareholders V.37 - - - - (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 10 April 2024. . 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 20 to 117 form part of these financial statements. 17 Yantai Changyu Pioneer Wine Company Limited Company statement of changes in shareholders’ equity for the year ended 31 December 2023 (Expressed in Renminbi Yuan) Total Less:Treasury- Retained Note Share capital Capital reserve Surplus reserve shareholders’ Stock earnings equity I. Balance at the beginning 685,464,000 560,182,235 - 342,732,000 9,582,860,014 11,171,238,249 of the year II. Changes in equity during the year (1) Total comprehensive - - - - 412,140,101 412,140,101 income (2) Contribution by owners Effects of Restricted Share Incentive 6,785,559 127,362,115 (103,411,919) - - 30,735,755 Plan (3) Appropriation of profits Distributions to - - - - (308,458,800) (308,458,800) shareholders III. Balance at the end of the 692,249,559 687,544,350 (103,411,919) 342,732,000 9,686,541,315 11,305,655,305 year These financial statements were approved by the Board of Directors of the Company on 10 April 2024. . 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 20 to 117 form part of these financial statements. 18 Yantai Changyu Pioneer Wine Company Limited Company statement of changes in shareholders’ equity for the year ended 31 December 2022 (continued) (Expressed in Renminbi Yuan) Total Retained Note Share capital Capital reserve Surplus reserve shareholders’ earnings equity I. Balance at the beginning of the year 685,464,000 560,182,235 342,732,000 9,141,561,665 10,729,939,900 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 10 April 2024. . 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 20 to 117 form part of these financial statements. 19 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 2023 the total shares issued by the Company amounts to 692,249,559 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 10 April 2024. 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 VIII “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 2023, 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 2023. 20 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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 Method used to determine the materiality threshold and the basis for selection Item Materiality threshold Amount of the individual other payables/accounts payable with Significant other payables/accounts payable with ageing ageing of more than 1 year of more than one year exceeds 0.5% of the Group’s total liabilities Carrying amount of the individual construction in progress exceeds Significant construction projects in progress 0.5% of the Group’s total non- current assets Carrying amount of net assets attributable to non-controlling Significant non-wholly-owned subsidiaries shareholders of the non-wholly- owned subsidiaries exceeds 0.5% of the Group’s net assets Amount of the individual cash Significant investing and financing activities not requiring flow exceeds exceeds 0.5% of the use of cash the Group’s total assets 6 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. 21 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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. (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.19). 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.12(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. 22 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 7 Criteria of control and preparation of consolidated financial statements (1) General principles The scope of consolidated financial statements is based on control and the consolidated financial statements comprise the Company and its subsidiaries. Control exists when the investor has all of following: power over the investee; exposure, or rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. When assessing whether the Group has power, only substantive rights (held by the Group and other parties) are considered. The financial position, financial performance and cash flows of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Non-controlling interests are presented separately in the consolidated balance sheet within shareholders’ equity. Net profit or loss attributable to non-controlling shareholders is presented separately in the consolidated income statement below the net profit line item. Total comprehensive income attributable to non-controlling shareholders is presented separately in the consolidated income statement below the total comprehensive income line item. When the amount of loss for the current period attributable to the non-controlling shareholders of a subsidiary exceeds the non-controlling shareholders’ share of the opening owners’ equity of the subsidiary, the excess is still allocated against the non-controlling interests. When the accounting period or accounting policies of a subsidiary are different from those of the Company, the Company makes necessary adjustments to the financial statements of the subsidiary based on the Company’s own accounting period or accounting policies. Intra- group balances and transactions, and any unrealised profit or loss arising from intra-group transactions, are eliminated when preparing the consolidated financial statements. Unrealised losses resulting from intra-group transactions are eliminated in the same way as unrealised gains, unless they represent impairment losses that are recognised in the financial statements. (2) Subsidiaries acquired through a business combination Where a subsidiary was acquired during the reporting period, through a business combination involving entities under common control, the financial statements of the subsidiary are included in the consolidated financial statements based on the carrying amounts of the assets and liabilities of the subsidiary in the financial statements of the ultimate controlling party as if the combination had occurred at the date that the ultimate controlling party first obtained control. The opening balances and the comparative figures of the consolidated financial statements are also restated. Where a subsidiary was acquired during the reporting period, through a business combination involving entities not under common control, the identifiable assets and liabilities of the acquired subsidiaries are included in the scope of consolidation from the date that control commences, based on the fair value of those identifiable assets and liabilities at the acquisition date. 23 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (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.7(4)). If each of the multiple transactions forms part of a bundled transaction which eventually results in the loss of control in the subsidiary, these multiple transactions are accounted for as a single transaction. In the consolidated financial statements, the difference between the consideration received and the corresponding proportion of the subsidiary’s net assets (calculated continuously from the acquisition date) in each transaction prior to the loss of control shall be recognised in other comprehensive income and transferred to profit or loss when the parent eventually loses control of the subsidiary. (4) Changes in non-controlling interests Where the Company acquires a non-controlling interest from a subsidiary’s non-controlling shareholders or disposes of a portion of an interest in a subsidiary without a change in control, the difference between the proportion interests of the subsidiary’s net assets being acquired or disposed and the amount of the consideration paid or received is adjusted to the capital reserve (share premium) in the consolidated balance sheet, with any excess adjusted to retained earnings. 8 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. 9 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. 24 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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. 16). 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. 10 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.12), receivables, payables, loans and borrowings and share capital. (1) Recognition and initial measurement of financial assets and financial liabilities A financial asset or financial liability is recognised in the balance sheet when the Group becomes a party to the contractual provisions of a financial instrument. A financial assets (unless it is a trade receivable without a significant financing component) and financial liabilities is measured initially at fair value. For financial assets and financial liabilities at fair value through profit or loss, any related directly attributable transaction costs are charged to profit or loss; for other categories of financial assets and financial liabilities, any related directly attributable transaction costs are included in their initial costs. A trade receivable, without significant financing component or practical expedient applied for one year or less contracts, is initially measured at the transaction price in accordance with Note III.25. (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. 25 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: - it is held within a business model whose objective is to hold assets to collect contractual cash flows; and - its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL: - it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and - its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an investment-by-investment basis. The instrument meets the definition of equity from the perspective of the issuer. All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. The business model refers to how the Group manages its financial assets in order to generate cash flows. That is, the Group’s business model determines whether cash flows will result from collecting contractual cash flows, selling financial assets or both. The Group determines the business model for managing the financial assets according to the facts and based on the specific business objective for managing the financial assets determined by the Group’s key management personnel. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin. The Group also assesses whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. (b) Subsequent measurement of financial assets - Financial assets at FVTPL These financial assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss unless the financial assets are part of a hedging relationship. 26 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 - Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective interest method. A gain or loss on a financial asset that is measured at amortised cost and is not part of a hedging relationship shall be recognised in profit or loss when the financial asset is derecognised, reclassified, through the amortisation process or in order to recognise impairment gains or losses. - Debt investments at FVOCI These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, impairment and foreign exchange gains and losses are recognised in profit or loss. Other net gains and losses are recognised in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss. - Equity investments at FVOCI These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss. Other net gains and losses are recognised in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to retained earnings. (3) Classification and subsequent measurement of financial liabilities Financial liabilities are classified as measured at FVTPL or amortised cost by the Group. - Financial liabilities at FVTPL A financial liability is classified as at FVTPL if it is classified as held-for-trading (including derivative financial liability) or it is designated as such on initial recognition. Financial liabilities at FVTPL are subsequently measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss, unless the financial liabilities are part of a hedging relationship. - Financial liabilities at amortised cost These financial liabilities are subsequently measured at amortised cost using the effective interest method. (4) Offsetting Financial assets and financial liabilities are generally presented separately in the balance sheet, and are not offset. However, a financial asset and a financial liability are offset and the net amount is presented in the balance sheet when both of the following conditions are satisfied: - The Group currently has a legally enforceable right to set off the recognised amounts; - The Group intends either to settle on a net basis, or to realise the financial asset and settle the financial liability simultaneously. 27 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (5) Derecognition of financial assets and financial liabilities Financial asset is derecognised when one of the following conditions is met: - the Group’s contractual rights to the cash flows from the financial asset expire; - the financial asset has been transferred and the Group transfers substantially all of the risks and rewards of ownership of the financial asset; or; - the financial asset has been transferred, although the Group neither transfers nor retains substantially all of the risks and rewards of ownership of the financial asset, it does not retain control over the transferred asset. Where a transfer of a financial asset in its entirety meets the criteria for derecognition, the difference between the two amounts below is recognised in profit or loss: - the carrying amount of the financial asset transferred measured at the date of derecognition; - the sum of the consideration received from the transfer and, when the transferred financial asset is a debt investment at FVOCI, any cumulative gain or loss that has been recognised directly in other comprehensive income for the part derecognised. The Group derecognises a financial liability (or part of it) only when its contractual obligation (or part of it) is extinguished. (6) Impairment The Group recognises loss allowances for expected credit loss (ECL) on: - financial assets measured at amortised cost; - financial investments at fair value through other comprehensive income Financial assets measured at fair value, including debt investments or equity securities at FVPL, equity securities designated at FVOCI and derivative financial assets, are not subject to the ECL assessment. Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). The maximum period considered when estimating ECLs is the maximum contractual period (including extension options) over which the Group is exposed to credit risk. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the balance sheet date (or a shorter period if the expected life of the instrument is less than 12 months). 28 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 Loss allowances for bills receivable, accounts receivable and receivables under financing arising from oridinary business activities such as sale of goods and provision of services ,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. Except for bills receivable, accounts receivable, receivables under financing, the Group measures loss allowances at an amount equal to 12-month ECLs for the following financial instruments, and at an amount equal to lifetime ECLs for all other financial instruments: - 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. Provisions for bad and doubtful debts arising from receivables (a) Categories of groups for collective assessment based on credit risk characteristics and basis for determination Based on the different credit risk characteristics of acceptors, Bills receivable the Group classifies bills receivable into two groups: bank acceptance bills and commercial acceptance bills. Historically, there is no significant difference in terms of occurrence of losses among different customer types for the Group. Therefore, the Group makes provisions for bad and Accounts receivable doubtful debts arising from accounts receivable on the basis of all customers being one group without further segmentation by different customer types. The Group’s receivables under financing are bank Receivables under acceptance bills held for dual purposes. As the accepting financing banks have high credit ratings, the Group considers all receivables under financing as a group. The Group’s other receivables mainly include deposits and guarantees receivable,ect. Based on the nature of receivables and the credit risk characteristics of different Other receivables counterparties, the Group classifies other receivables into 2 groups, specifically: the group of deposits and guarantees receivable and the group of other receivables. 29 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (b) Criteria for individual assessment Bills receivable, accounts receivable , receivables under financing, and other receivables are usually assessed collectively as a group based on credit risk characteristics to make provisions. When a counterparty is significantly different from other counterparties in the group in terms of credit risk characteristics, or if there has been a significant change in its credit risk characteristics, the individual approach is adopted for receivables due from this counterparty. For example, when a counterparty is in serious financial difficulties and the expected credit loss ratio of receivables due from this counterparty is significantly higher than the average expected credit loss ratio of the relevant ageing range, it should be individualy assessed for provisioning purposes. Financial instruments that have low credit risk The credit risk on a financial instrument is considered low if the financial instrument has a low risk of default, the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. Significant increases in credit risk In assessing whether the credit risk of a financial instrument has increased significantly since initial recognition, the Group compares the risk of default occurring on the financial instrument assessed at the balance sheet date with that assessed at the date of initial recognition. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort, including forward-looking information. In particular, the following information is taken into account: - failure to make payments of principal and 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. 30 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 Credit-impaired financial assets At each balance sheet date, the Group assesses whether financial assets carried at amortised cost and debt investments at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data: - significant financial difficulty of the borrower or issuer; - a breach of contract, such as a default or delinquency in interest or principal payments; - for economic or contractual reasons relating to the borrower’s financial difficulty, the Group having granted to the borrower a concession that would not otherwise consider; - it is probable that the borrower will enter bankruptcy or other financial reorganisation; or - the disappearance of an active market for that financial asset because of financial difficulties. Presentation of allowance for ECL ECLs are remeasured at each balance sheet date to reflect changes in the financial instrument’s credit risk since initial recognition. Any change in the ECL amount is recognised as an impairment gain or loss in profit or loss. The Group recognises an impairment gain or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for debt investments that are measured at FVOCI, for which the loss allowance is recognised in other comprehensive income. Write-off The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. A write-off constitutes a derecognition event. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due. Subsequent recoveries of an asset that was previously written off are recognised as a reversal of impairment in profit or loss in the period in which the recovery occurs. (7) Equity instrument The consideration received from the issuance of equity instruments net of transaction costs is recognised in shareholders’ equity. Consideration and transaction costs paid by the Company for repurchasing self-issued equity instruments are deducted from shareholders’ equity. When the Company repurchases its own shares, those shares are treated as treasury shares. All expenditure relating to the repurchase is recorded in the cost of the treasury shares, with the transaction recording in the share register. Treasury shares are excluded from profit distributions and are presented as a deduction under shareholders’ equity in the balance sheet. 31 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 11 Inventories (1) Categories 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. (3) Inventory count system The Group maintains a perpetual inventory system. (4) Amortisation method for low-value consumables and packaging materials Consumables including low-value consumables and packaging materials are charged to profit or loss upon receipt. The amortisation charge is included in the cost of the related assets or recognised in profit or loss for the current period. (5) Criteria and method for provision for obsolete inventories At the balance sheet date, inventories are carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale and relevant taxes. The net realisable value of materials held for use in production is measured based on the net realisable value of the finished goods in which they will be incorporated. The net realisable value of inventory held to satisfy sales or service contracts is measured based on the contract price. If the quantities of inventories held by the Group exceed the quantities specified in sales contracts, the net realisable value of the excess portion of inventories is 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 obsolete inventories, and is recognised in profit or loss. 32 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 12 Long-term equity investments (1) Investment cost of long-term equity investments (a) Long-term equity investments acquired through a business combination - The initial cost of a long-term equity investment acquired through a business combination involving entities under common control is the Company’s share of the carrying amount of the subsidiary’s equity in the consolidated financial statements of the ultimate controlling party at the combination date. The difference between the initial investment cost and the carrying amount of the consideration given is adjusted to the share premium in the capital reserve, with any excess adjusted to retained earnings. For a long-term equity investment in a subsidiary acquired through a business combination achieved in stages which do not form a bundled transaction and involving entities under common control, the Company determines the initial cost of the investment in accordance with the above policies. The difference between this initial cost and the sum of the carrying amount of previously-held investment and the consideration paid for the shares newly acquired is adjusted to capital premium in the capital reserve, with any excess adjusted to retained earnings. - For a long-term equity investment obtained through a business combination not involving enterprises under common control, the initial cost comprises the aggregate of the fair value of assets transferred, liabilities incurred or assumed, and equity securities issued by the Company, in exchange for control of the acquiree. For a long-term equity investment obtained through a business combination not involving entities under common control and achieved through multiple transactions in stages which do not form a bundled transaction, the initial cost comprises the carrying amount of the previously-held equity investment in the acquiree immediately before the acquisition date, and the additional investment cost at the acquisition date. (b) Long-term equity investments acquired other than through a business combination - A long-term equity investment acquired other than through a business combination is initially recognised at the amount of cash paid if the Group acquires the investment by cash, or at the fair value of the equity securities issued if an investment is acquired by issuing equity securities. (2) Subsequent measurement of long-term equity investment (a) Investments in subsidiaries In the Company’s separate financial statements, long-term equity investments in subsidiaries are accounted for using the cost method unless the investment is classified as held for sale (See Note III. 31). 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. 33 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 For the impairment of the investments in subsidiaries, refer to Note III.21. In the Group’s consolidated financial statements, subsidiaries are accounted for in accordance with the policies described in Note III.7. (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.12(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.12(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.31). The accounting treatments under the equity method adopted by the Group are as follows: - Where the initial cost of a long-term equity investment exceeds the Group’s interest in the fair value of the investee’s identifiable net assets at the date of acquisition, the investment is initially recognised at cost. Where the initial investment cost is less than the Group’s interest in the fair value of the investee’s identifiable net assets at the date of acquisition, the investment is initially recognised at the investor’s share of the fair value of the investee’s identifiable net assets, and the difference is recognised in profit or loss. - After the acquisition of the investment, the Group recognises its share of the investee’s profit or loss and other comprehensive income as investment income or losses and other comprehensive income respectively, and adjusts the carrying amount of the investment accordingly. Once the investee declares any cash dividends or profit distributions, the carrying amount of the investment is reduced by the amount attributable to the Group. Changes in the Group’s share of the investee’s owners’ equity, other than those arising from the investee’s net profit or loss, other comprehensive income or profit distribution (referred to as “other changes in owners’ equity”), is recognised directly in the Group’s equity, and the carrying amount of the investment is adjusted accordingly. - In calculating its share of the investee’s net profits or losses, other comprehensive income and other changes in owners’ equity, the Group recognises investment income and other comprehensive income after making appropriate adjustments to align the accounting policies or accounting periods with those of the Group based on the fair value of the investee’s identifiable net assets at the date of acquisition. Unrealised profits and losses resulting from transactions between the Group and its associates or joint ventures are eliminated to the extent of the Group’s interest in the associates or joint ventures. Unrealised losses resulting from transactions between the Group and its associates or joint ventures are eliminated in the same way as unrealised gains but only to the extent that there is no impairment. 34 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 - 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.21. (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. 13 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.31). For the impairment of the investment properties, refer to Note III.21. Estimated useful Residual value rate Depreciation rate Category life (years) (%) (%) Plant and buildings 20 - 40 years 0 - 5% 2.4% - 5.0% 35 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 14 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.15. 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.31). The estimated useful lives, residual value rates and depreciation rates of each class of fixed assets are as follows: Estimated useful Residual value rate Depreciation rate Class life (years) (%) (%) Plant and buildings 20 - 40 years 0 - 5% 2.4% - 5.0% Machinery equipment 5 - 30 years 0 - 5% 3.2% - 20.0% Motor vehicles 4 - 12 years 0 - 5% 7.9% - 25.0% Useful lives, estimated residual values and depreciation methods are reviewed at least at each year-end. (3) For the impairment of the fixed assets, refer to Note III.21. (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. 36 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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. 15 Construction in progress The cost of self-constructed assets includes the cost of materials, direct labour, capitalised borrowing costs (see Note III.16), 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. Criteria and timing for the transfer to fixed assets: Category Criteria and timing for the transfer to fixed assets (1) The main construction projects and ancillary projects have been substantially completed; (2) the construction projects have been checked and accepted by the survey, design, construction and supervision units after meeting the pre-determined design requirements; (3) the construction projects have been checked and accepted by Plant and buildings external departments such as the fire department, the land and resources department and the planning department; (4) if a construction project is available for its intended use but its final account has not yet been finalised, the construction project will be transferred to fixed assets at its estimated value from the date it is available for its intended use, based on the its estimated value of construction. (1) The relevant equipment and other supporting facilities have been installed; (2) the equipment can operate normally and stably for a period Machinery and after commissioning; equipment (3) the production equipment is capable of producing qualified products stably for a period; (4) the equipment has been checked and accepted by asset management personnel and users. Construction in progress is stated in the balance sheet at cost less accumulated impairment losses (see Note III.21). 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. 37 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 16 Borrowing costs Borrowing costs incurred directly attributable to the acquisition, and construction or production of a qualifying asset are capitalised as part of the cost of the asset. Other borrowing costs are recognised as financial expenses when incurred. During the capitalisation period, the amount of interest (including amortisation of any discount or premium on borrowing) to be capitalised in each accounting period is determined as follows: - Where funds are borrowed specifically for the acquisition and construction or production of a qualifying asset, the amount of interest to be capitalised is the interest expense calculated using effective interest rates during the period less any interest income earned from depositing the borrowed funds or any investment income on the temporary investment of those funds before being used on the asset. - To the extent that the Group borrows funds generally and uses them for the acquisition and construction or production of a qualifying asset, the amount of borrowing costs eligible for capitalisation is determined by applying a capitalisation rate to the weighted average of the excess amounts of cumulative expenditure on the asset over the above amounts of specific borrowings. The capitalisation rate is the weighted average of the interest rates applicable to the general-purpose borrowings. The effective interest rate is determined as the rate that exactly discounts estimated future cash flow through the expected life of the borrowing or, when appropriate, a shorter period to the initially recognised amount of the borrowings. During the capitalisation period, exchange differences related to the principal and interest on a specific-purpose borrowing denominated in foreign currency are capitalised as part of the cost of the qualifying asset. The exchange differences related to the principal and interest on foreign currency borrowings other than a specific-purpose borrowing are recognised as a financial expense when incurred. 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. 17 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. 38 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 Bearer biological assets, after reaching the expected production and operating purpose, are depreciated using the straight-line method over its estimated useful life. The estimated useful lives, estimated net residual value rates and depreciation rates of bearer biological assets are as follows: Estimated useful Estimated net Depreciation rate Category life (years) residual value rate (%) Vines 20 years 0% 5.0% The Group evaluates the useful life and expected net salvage value by considering the normal producing life of the bearer biological assets. Useful lives, estimated residual values and depreciation methods of bearer biological assets are reviewed at least at each year-end. Any changes should be treated as changes in accounting estimates. For a bearer biological asset that has been sold, damaged, dead or destroyed, any difference between the disposal proceeds and the carrying amount of the asset should be recognised in profit or loss for the period in which it arises. 18 Intangible assets Useful life and amortisation methods 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.21). 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. The estimated useful lives, basis for determination and amortisation methods of intangible assets are as follows: Amortisation Amortisation Item Basis for determination period (years) methods Stright-line Land use rights 40 - 50 years Terms of land use rights Method Shorter of the term of Stright-line Software licenses 5 - 10 years software or the estimated Method useful life of software Shorter of the term of trademark rights or the Stright-line Trademarks 10 years estimated useful life of Method trademark rights Useful lives and amortisation methods of intangible asset with finite useful life are reviewed at least at each year-end. 39 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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. (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. 19 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.21). 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. 20 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 Renovation Fee 3 - 20 years Others 3 years 40 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 21 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.22) less costs to sell and its present value of expected future cash flows. An asset group is composed of assets directly related to cash-generation and is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or asset groups. The present value of expected future cash flows of an asset is determined by discounting the future cash flows, estimated to be derived from continuing use of the asset and from its ultimate disposal, to their present value using an appropriate pre-tax discount rate. An impairment loss is recognised in profit or loss when the recoverable amount of an asset is less than its carrying amount. A provision for impairment of the asset is recognised accordingly. Impairment losses related to an asset group or a set of asset groups are allocated first to reduce the carrying amount of any goodwill allocated to the asset group or set of asset groups, and then to reduce the carrying amount of the other assets in the asset group or set of asset groups on a pro rata basis. However, such allocation would not reduce the carrying amount of an asset below the highest of its fair value less costs to sell (if measurable), its present value of expected future cash flows (if determinable) and zero. Once an impairment loss is recognised, it is not reversed in a subsequent period. 41 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 22 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. 23 Provisions A provision is recognised for an obligation related to a contingency if the Group has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. A provision is initially measured at the best estimate of the expenditure required to settle the related present obligation. Where the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows. Factors pertaining to a contingency such as the risks, uncertainties and time value of money are taken into account as a whole in reaching the best estimate. Where there is a continuous range of possible outcomes for the expenditure required, and each possible outcome in that range is as likely as any other, the best estimate is the mid-point of that range. In other cases, the best estimate is determined as follows: - Where the contingency involves a single item, the best estimate is the most likely outcome. - Where the contingency involves a large population of items, the best estimate is determined by weighting all possible outcomes by their associated probabilities. The Group reviews the carrying amounts of provisions at the balance sheet date and adjusts their carrying amounts to the current best estimates. 24 Share-based payments (1) Classification of share-based payments Share-based payment transactions in the Group are equity-settled share-based payments.. 42 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (2) Accounting treatment of share-based payments - Equity-settled share-based payments Where the Group uses shares or other equity instruments as consideration for services received from employees, the payment is measured at the fair value of the equity instruments granted to employees at the grant date. If the equity instruments granted to employees vest immediately, the fair value of the equity instruments granted is fully recognised as costs or expenses on the grant date, with a corresponding increase in capital reserve. If the equity instruments granted do not vest until the completion of services for a period, or until the achievement of a specified performance condition, the Group recognises an amount at each balance sheet date during the vesting period based on the best estimate of the number of equity instruments expected to vest according to newly obtained subsequent information regarding changes in the number of employees expected to vest the equity instruments. The Group measures the services received at the grant-date fair value of the equity instruments and recognises the costs or expenses as the services are received, with a corresponding increase in capital reserve. When the Group receives services but has no obligation to settle the transaction because the relevant equity instruments are issued by the Company’s ultimate parent or its subsidiaries outside the Group, the Group also classifies the transaction as equity-settled. 25 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. 43 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. The Group recognises the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Where the contract contains a significant financing component, the Group recognises the transaction price at an amount that reflects the price that a customer would have paid for the promised goods or services if the customer had paid cash for those goods or services when (or as) they transfer to the customer. The difference between the amount of promised consideration and the cash selling price is amortised using an effective interest method over the contract term. The Group does not adjust the consideration for any effects of a significant financing component if it expects, at contract inception, that the period between when the Group transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. 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. 44 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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.10(6)). Accounts receivable is the Group’s right to consideration that is unconditional (only the passage of time is required). A contract liability is the Group’s obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. The following is the description of accounting policies regarding revenue from the Group’s principal activities: The Group’s sales revenue is mainly derived from dealer sales. Revenue is recognised when the Group transfers control of the related products to the customer. Based on the business contract, the Group recognised the sales revenue of these transfers when the product is confirmed and signed for acceptance by the customers. 26 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. 45 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 27 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. (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. 28 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. 46 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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 Group 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. 29 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). 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 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 temporary differences arising from the initial recognition of assets or liabilities in a single transaction that is not a business combination, affects neither accounting profit nor taxable profit (or deductible loss) and does not give rise to equal taxable and deductible temporary differences. Deferred tax is also 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 reductions are 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: 47 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 - 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. 30 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: - 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.25. (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. 48 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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.21. 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; - 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. 49 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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.10. 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. 31 Assets held for sale The Group classified a non-current asset or disposal group as held for sale when the carrying amount of a non-current asset or disposal group will be recovered through a sale transaction rather than through continuing use. A disposal group refers to a group of assets to be disposed of, by sale or otherwise, together as a whole in a single transaction and liabilities directly associated with those assets that will be transferred in the transaction. A non-current asset or disposal group is classified as held for sale when all the following criteria are met: - According to the customary practices of selling such asset or disposal group in similar transactions, the non-current asset or disposal group must be available for immediate sale in their present condition subject to terms that are usual and customary for sales of such assets or disposal groups; - Its sale is highly probable, that is, the Group has made a resolution on a sale plan and has obtained a firm purchase commitment. The sale is to be completed within one year. Non-current assets or disposal groups held for sale are stated at the lower of carrying amount and fair value (see Note III.22) less costs to sell (except financial assets (see Note III.10), deferred tax assets (see Note III.29) and investment properties subsequent measured at fair value (see Note III. 13) initially and subsequently. Any excess of the carrying amount over the fair value (see Note III.22) less costs to sell is recognised as an impairment loss in profit or loss. 32 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. 50 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 33 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. 34 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 2023, over 86% of revenue, more than 96% 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. 35 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. The management estimates as well as underlying assumptions and uncertainties involved are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Significant accounting estimates see Notes V.3 7 11 and 16. 36 Changes in significant accounting policies In 2023, the Group has adopted the following newly revised accounting standards and implementation guidance and illustrative examples issued by the MOF: The accounting treatment of deferred tax related to assets and liabilities arising from a single transaction excluded from the scope of the initial recognition exemption” in CAS Bulletin No.16 (Caikuai [2022] No.31) (“CAS Bulletin No.16”) According to the provisions, for taxable and deductible temporary differences arising from the initial recognition of assets or liabilities in a single transaction that is not a business combination, affects neither accounting profits nor taxable profit (or deductible losses) and gives rise to equal taxable and deductible temporary differences, the Group recognises the corresponding deferred tax liabilities and deferred tax assets respectively in accordance with relevant provisions in CAS 18 - Income Tax when such transactions occur, instead of recognising deferred tax liabilities or deferred tax assets based on the net amount of taxable and deductible temporary differences. The adoption of the above requirements and guidance does not have a significant effect on the financial position and financial performance of the Group. 51 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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 basis 21% (Spain), 19% (Chile) and 10% (VAT) for VAT payable is to deduct (Australia) 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 Corporate income 25% (China), 25% (France), 28% Based on taxable profits tax (Spain), 27% (Chile), 30% (Australia) Other than tax incentives stated in Note IV. 2, applicable tax rates of the Group in 2023 and 2022 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 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. 52 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 Xinjiang Tianzhu Wine Co., Ltd. (“Xinjiang Tianzhu” , disposal in June 2023), 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 2021 to 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 2021 to 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 (Announcement [2020] No.23 of the Ministry of Finance), Changyu (Ningxia) Wine is entitled to preferential tax policies. Therefore, during the period from 2021 to 2030, its corporate income tax shall be levied at a reduced tax rate of 15%. In accordance with the PRC Enterprise Income Tax Law and its implementing regulations, the Notice of the Ministry of Finance and the State Administration of Taxation on Implementing the Inclusive Tax Deduction and Exemption Policies for Micro and Small Enterprises (No.13 [2019] of the Ministry of Finance), the Announcement on Implementation of Income Tax Incentives for Micro and Small Enterprises and Individually-owned Businesses (Announcement [2023] No.6 from the Ministry of Finance and the State Administration of Taxation) and the Announcement on Further Implementation of Income Tax Incentives for Small Enterprises with Meagre Profits (Announcement [2022] No. 13 of the Ministry of Finance and the State Taxation Administration), for micro and small enterprises that meet the application requirements that the taxable income that is not more than RMB 1 million, the amount of taxable income shall be reduced by 25%, and the applicable rate of enterprise income tax shall be 20%; for the annual taxable income 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 enterprise income tax shall be 20%. Beijing Changyu Wine Marketing Co., Ltd. (“Beijing Marketing”), a subsidiary of the Company, was identified as a qualified small enterprise with meagre profits. 53 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 Pursuant to the Announcement on Clarifying VAT Relief and Other Policies for Small-scale VAT Taxpayers (Announcement [2023] No.1 of the Ministry of Finance and the State Taxation Administration), the taxable sales revenue of small-scale VAT taxpayers to which a levy rate of 3% is applicable shall be subject to VAT at a reduced levy rate of 1%; and the prepaid VAT items to which a pre-levy rate of 3% is applicable shall be subject to a reduced pre-levy rate of 1% from the period from 1 January 2023 to 31 December 2023. Xinjiang Changyu Sales Co., Ltd. Weimeisi Tasting Centre Branch is entitled to the above 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. V. Notes to the consolidated financial statements 1 Cash at bank and on hand Item 2023 2022 Cash on hand 74,951 47,954 Bank deposits 2,217,280,801 1,643,577,420 Other monetary funds 337,895 7,828,741 Total 2,217,693,647 1,651,454,115 Including: Total overseas deposits 24,317,469 17,073,210 As at 31 December 2023, the Group’s term deposits with previous maturity of more than three months is RMB 254,200,000, with interest rate 1.70% - 2.25% (31 December 2022: RMB28,200,000). 54 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 As at 31 December 2023, the Group’s other monetary assets is as follows: Item 2023 2022 Deposits for letters of credit - 6,000,000 Alipay account balance 192,997 1,695,245 Deposit for ICBC platform 10,000 10,000 Deposits for the customs 134,898 123,496 Total 337,895 7,828,741 As at 31 December 2023, 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 2023 2022 Bank acceptance bills 1,260,000 2,712,460 Total 1,260,000 2,712,460 All of the above bills are due within one year. 3 Accounts receivable (1) Accounts receivable by customer type are as follows: 31 December 31 December Type 2023 2022 Amounts due from related parties 4,401,307 2,827,473 Amounts due from other customers 390,889,475 355,711,618 Sub-total 395,290,782 358,539,091 Less: Provision for bad and doubtful debts (13,158,448) (14,556,106) Total 382,132,334 343,982,985 As at 31 December 2023, ownership restricted accounts receivable is RMB 73,628,265 (31 December 2022: RMB59,982,807), referring to Note V. 53. (2) The ageing analysis of accounts receivable is as follows: Ageing 2023 2022 Within 1 year (inclusive) 387,161,172 349,764,300 Over 1 year but within 2 years (inclusive) 2,367,283 8,085,677 Over 2 years but within 3 years (inclusive) 5,396,673 452,254 Over 3 years 365,654 236,860 Sub-total 395,290,782 358,539,091 Less: Provision for bad and doubtful debts (13,158,448) (14,556,106) Total 382,132,334 343,982,985 The ageing is counted starting from the date when accounts receivable are recognised. 55 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (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. 2023 Carrying amount at Impairment loss at Loss given default the end of the year the end of the year Current 0.2% 365,010,895 660,099 Overdue for 1 to 30 days 2.7% 14,276,606 384,812 Overdue for 31 to 60 days 10.8% 1,939,270 208,908 Overdue for 61 to 90 days 20.8% 443,199 92,141 Overdue for 91 to 120 days 37.2% 880,565 328,007 Overdue for 121 to 150 days 55.4% 874,822 485,022 Overdue for 151 to 180 days 55.4% 499,866 277,137 Overdue for 181 to 210 days 72.1% 497,356 358,689 Overdue for 211 to 240 days 77.1% 693,596 534,607 Overdue for 241 to 270 days 82.9% 980,610 812,545 Overdue for 271 to 300 days 88.9% 1,596,409 1,418,894 Overdue for 301 to 330 days 100.0% 9,150 9,150 Overdue for 331 to 360 days 100.0% 82,541 82,541 Overdue for 360 days 100.0% 7,505,897 7,505,896 Total 3.3% 395,290,782 13,158,448 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 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. 56 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (4) Movements of provisions for bad and doubtful debts: 2023 2022 Balance at the beginning of the year (14,556,106) (20,263,750) Charge for the year (7,361,616) (15,084,381) Recoveries or reversals during the year 8,759,274 19,837,178 Transfers out during the year - 954,847 Balance at the end of the year (13,158,448) (14,556,106) (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 147,458,311 Within 1 year 37.3% 265,765 Debtor Two Third party 14,267,454 Within 1 year 3.6% 504,073 Debtor Three Third party 14,054,076 Within 1 year 3.6% 496,535 Debtor Four Third party 9,396,987 Within 1 year 2.4% 331,999 Debtor Five Third party 8,241,582 Within 1 year 2.1% 291,178 Total 193,418,410 49.0% 1,889,550 4 Receivables under financing Item Note 2023 2022 Bills receivable (1) 408,316,028 309,329,918 (1) Pledged bills receivable by the Group at the end of the year: As at 31 December 2023, there was no pledged bills receivable (31 December 2022: 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 394,923,505 Total 394,923,505 As at 31 December 2023, bills endorsed by the Group to other parties which are not yet due at the end of the period is RMB 394,923,505 (31 December 2022: RMB 500,480,279). 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. 57 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 5 Prepayments (1) Prepayments by category: Item 2023 2022 Prepayments 61,497,933 60,415,508 Total 61,497,933 60,415,508 (2) The ageing analysis of prepayments is as follows: 2023 2022 Ageing Percentage Percentage Amount Amount (%) (%) Within 1 year (inclusive) 61,468,643 99.9% 59,426,080 98.4% Over 1 year but within 2 years 29,290 0.1% 989,428 1.6% (inclusive) Total 61,497,933 100.0% 60,415,508 100.0% 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 29,452,494 Within 1 year 47.9% - Debtor Two Prepayments 8,104,605 Within 1 year 13.2% - Debtor Three Prepayments 4,832,462 Within 1 year 7.9% - Debtor Four Prepayments 1,715,378 Within 1 year 2.8% - Debtor Five Prepayments 1,274,822 Within 1 year 2.1% - Total 45,379,761 73.9% - 6 Other receivables 31 December 31 December 2023 2022 Others 71,496,276 70,542,398 Total 71,496,276 70,542,398 (1) Others by customer type: 31 December 31 December Customer type 2023 2022 Amounts due from other companies 71,496,276 70,542,398 Sub-total 71,496,276 70,542,398 Less: Provision for bad and doubtful debts - - Total 71,496,276 70,542,398 58 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (2) The ageing analysis is as follows: Ageing 2023 2022 Within 1 year (inclusive) 29,551,266 67,221,713 Over 1 year but within 2 years (inclusive) 39,753,227 1,208,361 Over 2 years but within 3 years (inclusive) 160,000 57,928 Over 3 years 2,031,783 2,054,396 Sub-total 71,496,276 70,542,398 Less: Provision for bad and doubtful debts - - Total 71,496,276 70,542,398 The ageing is counted starting from the date when other receivables are recognised. (3) Movements of provisions for bad and doubtful debts As at 31 December 2023, no bad and doubtful debt provision was made for other receivables (31 December 2022: Nil). As at 31 December 2023, the Group has no other receivables written off (31 December 2022: Nil). (4) Others categorised by nature Nature of other receivables 2023 2022 Land purchases and reserves receivable 37,768,902 41,268,902 Refund of consumption tax and VAT 19,104,008 12,509,201 Deposit 5,429,202 5,578,001 Petty cash receivable 154,354 440,759 Others 9,039,810 10,745,535 Sub-total 71,496,276 70,542,398 Less: Provision for bad and doubtful debts - - Total 71,496,276 70,542,398 (5) 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 37,768,902 1-2 years 52.8% - receivable Debtor Two Refund of VAT 17,894,493 Within 1 year 25.0% - Housing Debtor Three maintenance 2,670,094 Within 1 year 3.7% - funds Debtor Four Refund of VAT 736,946 Within 1 year 1.0% - Debtor Five Deposits 572,880 Within 1 year 0.8% - Total 59,643,315 83.3% 59 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 7 Inventories (1) Inventories by category: 2023 2022 Provision for Provision for Item Carrying Carrying Book value impairment of Book value impairment of amount amount inventories inventories Raw materials 241,961,713 - 241,961,713 258,200,178 - 258,200,178 Work in progress 1,915,860,327 - 1,915,860,327 1,986,391,270 - 1,986,391,270 Finished goods 625,076,081 (17,507,534) 607,568,547 673,171,026 (14,363,959) 658,807,067 Total 2,782,898,121 (17,507,534) 2,765,390,587 2,917,762,474 (14,363,959) 2,903,398,515 (2) Provision for impairment of inventories: Increase during Decrease during Item Opening balance the year the year Closing balance Recognised Reversal Finished goods 14,363,959 17,507,534 (14,363,959) 17,507,534 8 Other current assets Item 2023 2022 Input tax to be credited 65,228,189 44,270,238 Right to recover returned goods 16,876,869 - Prepaid income taxes 4,438,001 19,102,111 Deferred expenses 1,825,483 1,034,403 Trademarks (Note) - 120,930,641 Total 88,368,542 185,337,393 Notes: 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. 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. 60 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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 recovered the balance of Changyu Group’s trademark royalties in December 2023. 9 Long-term equity investments (1) Long-term equity investments by category: Item 2023 2022 Investments in joint ventures 37,018,893 37,970,535 Investments in associates 1,266,727 3,400,850 Sub-total 38,285,620 41,371,385 Less: Provision for impairment - - Total 38,285,620 41,371,385 61 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (2) Movements of long-term equity investments during the year are as follows: Movements during the year 2023 (Losses)/Profits Balance at the 2023 Shareholding Investee from investments beginning of the Others Closing balance percentage under equity- year method l Joint ventures SAS L&M Holdings (“L&M Holdings”) 37,970,535 (951,642) - 37,018,893 55% Associates WEMISS (Shanghai) Enterprise Development Co., Ltd 2,318,351 54,934 (2,373,285) - 100% (“WEMISS Shanghai”) (Note1) Shanghai Yufeng Brand Management Co., Ltd. (Note2) 420,369 (55,007) - 365,362 Yantai Guolong Wine Industry Co., Ltd. (Note2) 662,130 239,235 - 901,365 10% Sub-total 3,400,850 239,162 (2,373,285) 1,266,727 10% Total 41,371,385 (712,480) (2,373,285) 38,285,620 Note 1: According to the Equity Transfer Contract signed by the Company and Beijing Wanfeng Trading Co., Ltd. (“Beijing Wanfeng”) in 2023, Beijing Wanfeng transferred its 70% equity in Weimeisi Shanghai to the Company at a price of RMB5,537,700, and Weimeisi Shanghai becomes a wholly-owned subsidiary of the Company upon the completion of this transaction. The related transaction was completed in January 2023, please see Note VII.1 for details. Note 2: The Group has appointed one director to each of these investees. 62 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 10 Investment properties Plants and buildings Cost 31 December 2022 70,954,045 Transfer in 10,211,574 31 December 2023 81,165,619 Accumulated depreciation 31 December 2022 (48,838,727) Transfer in (5,125,009) Charge for the year (2,719,052) 31 December 2023 (56,682,788) Carrying amount 31 December 2023 24,482,831 31 December 2022 22,115,318 11 Fixed assets (1) Fixed assets Machinery & Item Plant & buildings Motor vehicles Total equipment Cost 31 December 2022 5,878,199,055 2,793,728,175 25,888,552 8,697,815,782 Additions during the year - Purchases 30,659,690 73,274,720 174,932 104,109,342 - Transfers from construction 6,273,036 1,726,052 - 7,999,088 in progress - Transfers to Investment (10,211,574) - - (10,211,574) properties Disposals or written-offs during (22,448) (35,868,072) (794,809) (36,685,329) the year Disposals of Subsidiaries (22,793,000) (21,338,824) (1,000,461) (45,132,285) 31 December 2023 5,882,104,759 2,811,522,051 24,268,214 8,717,895,024 Accumulated depreciation 31 December 2022 (1,167,095,365) (1,477,263,867) (22,633,029) (2,666,992,261) Charge for the year (162,015,401) (150,533,496) (1,793,186) (314,342,083) Transfers to Investment 5,125,009 - - 5,125,009 properties Disposals or written-offs during 22,000 31,996,269 706,459 32,724,728 the year Disposals of Subsidiaries 11,697,956 18,387,141 950,438 31,035,535 31 December 2023 (1,312,265,801) (1,577,413,953) (22,769,318) (2,912,449,072) Provision for impairment 31 December 2022 - (2,685,549) - (2,685,549) Accrued during the year - (10,363,383) - (10,363,383) Disposals of Subsidiaries - 2,685,549 - 2,685,549 31 December 2023 - (10,363,383) - (10,363,383) Carrying amount 31 December 2023 4,569,838,958 1,223,744,715 1,498,896 5,795,082,569 31 December 2022 4,711,103,690 1,313,778,759 3,255,523 6,028,137,972 As at 31 December 2023, ownership restricted net value of fixed assets is RMB 37,985,117 (31 December 2022: RMB303,897,124), referring to Note V. 53. 63 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (2) Temporarily idle fixed assets Accumulated Provision for Item Cost Carrying amount depreciation impairment Machinery equipment 29,423,698 (19,060,315) (10,363,383) - Total 29,423,698 (19,060,315) (10,363,383) - (3) Fixed assets leased out under operating leases Carrying amount at Item the end of the year Plant & buildings 89,996,993 Machinery equipment 931 Fixed assets pending certificates of ownership Reason why the Item Carrying amount certificates are pending Dormitories, main building and reception 260,797,650 Processing building of Changan Chateau Buildings and boiler houses of KOYA Brand 167,954,341 Processing European town, main building and service 158,783,634 Processing building of AFIP Fermentation shop of Zhangyu (Jingyang) 4,296,086 Processing Office, experiment building and workshop of 4,163,331 Processing Fermentation Centre Finished goods warehouse and workshop of 1,943,460 Processing Kylin Packaging Others 874,037 Processing The buildings without property certificate above have no significant impact on the Group’s management. 12 Construction in progress (1) Construction in progress 2023 2022 Project Provision for Carrying Provision for Carrying Book value Book value impairment amount impairment amount Nnigxia Chateau museum construction 1,376,147 - 1,376,147 - - - project Museum construction - - - 32,981,419 - 32,981,419 project Shihezi Chateau 700,000 - 700,000 7,065,744 - 7,065,744 Construction Project Other Companies’ 1,247,094 - 1,247,094 886,998 - 886,998 Construction Project Total 3,323,241 - 3,323,241 40,934,161 - 40,934,161 64 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (2) Movements of major construction projects in progress during the year Attributable to: Interest Percentage of Accumulated Budget Opening Additions Transfers to Other Closing Interest rate for Sources of Item actual cost to capitalised (RMB million) balance during the year fixed assets transfers out balance capitalised for capitalisation funding budget (%) interest the year in 2023 (%) Museum construction project 51 32,981,419 - - (32,981,419) - 100% - - - Self-raised Shihezi Chateau Construction Project 780 7,065,744 700,000 (7,065,744) - 700,000 98% - - - Self-raised 65 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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 2022 23,405,557 252,471,374 275,876,931 Additions during the year - Increase in cultivated 10,319,864 - 10,319,864 - Transferred to mature (83,870) 83,870 - Decrease during the year (850,105) (3,716,924) (4,567,029) 31 December 2023 32,791,446 248,838,320 281,629,766 Accumulated amortisation 31 December 2022 - (91,456,190) (91,456,190) Charge for the year - (13,800,290) (13,800,290) Decrease during the year - 1,088,697 1,088,697 31 December 2023 - (104,167,783) (104,167,783) Carrying amount 31 December 2023 32,791,446 144,670,537 177,461,983 31 December 2022 23,405,557 161,015,184 184,420,741 As at 31 December 2023, there is no biological asset with ownership restricted (31 December 2022: Nil). As at 31 December 2023, no provision for impairment of biological asset of the Group was recognised as there is no any indication exists (31 December 2022: Nil). 14 Right-of-use assets As a lessee Item Plant&buildings Lands Others Total Cost Balance at the beginning of 84,818,532 137,980,409 1,697,986 224,496,927 the year Additions during the year 3,966,354 - - 3,966,354 Derecognition of right-of-use (8,359,502) - - (8,359,502) assets Balance at the end of the year 80,425,384 137,980,409 1,697,986 220,103,779 Accumulated depreciation Balance at the beginning of (33,923,955) (49,667,021) (1,018,792) (84,609,768) the year Charge for the year (16,031,558) (5,736,448) (339,597) (22,107,603) Derecognition of right-of-use 8,359,502 - - 8,359,502 assets Balance at the end of the year (41,596,011) (55,403,469) (1,358,389) (98,357,869) Carrying amounts At the end of the year 38,829,373 82,576,940 339,597 121,745,910 At the beginning of the year 50,894,577 88,313,388 679,194 139,887,159 66 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 15 Intangible assets Item Land use rights Software licenses Trademarks Total Original book value 31 December 2022 475,770,881 101,979,429 189,575,068 767,325,378 Additions during the year - Purchase 76,329 1,680,094 151,673 1,908,096 Decrease during the year - Disposals (31,326,363) (771,307) (11,003) (32,108,673) 31 December 2023 444,520,847 102,888,216 189,715,738 737,124,801 Accumulated amortisation 31 December 2022 (110,698,068) (62,835,583) (15,550,881) (189,084,532) Additions during the year - Charge for the year (8,864,116) (7,611,775) (456,971) (16,932,862) Decrease during the year - Disposal 10,746,374 768,895 3,100 11,518,369 31 December 2023 (108,815,810) (69,678,463) (16,004,752) (194,499,025) Carrying amount 31 December 2023 335,705,037 33,209,753 173,710,986 542,625,776 31 December 2022 365,072,813 39,143,846 174,024,187 578,240,846 As at 31 December 2023, the Group has land use right with infinite useful lives of RMB 32,863,731 (31 December 2022: RMB32,376,235), 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 2023, the Group has trademark with infinite useful lives of RMB 155,447,037 (31 December 2022: RMB155,345,421), 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 13.3% and 13.9%,(2022:13.0%-14.1%). The estimated long-term average growth rate of cash flows after 5 years is 0.0% - 2.5% (2022: 0.0% - 2.5%), which represents the long-term average growth rate for the industry or the region in which the company operates. According to the result of impairment assessment, by the end of 31 December 2023, the management believes there is no impairment loss on those trademarks with infinite useful lives of the Group. As at 31 December 2023, there is no ownership restricted net value of intangible assets. (31 December 2022: RMB 169,385,254). 67 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 16 Goodwill (1) Changes in goodwill Name of investee or events from 31 December Additions during Disposals during 31 December Note which goodwill arose 2022 the year the year 2023 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 Australia Kilikanoon Estate (37,063,130) - - (37,063,130) Dicot Partners, S.L (“Dicot”) (5,210,925) - - (5,210,925) Sub-total (42,274,055) - - (42,274,055) Carrying amount 107,163,616 - - 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 2023, 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 10.7%, 9.1%, and 13.3%, respectively (2022: 11.4%, 10.8%, and 13.0%). 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 performance of each subsidiary and its expectations for market development. 17 Long-term deferred expenses Additions Amortisation Item 31 December 2022 31 December 2023 during the year for the year Land requisition fee 45,043,781 - (1,778,943) 43,264,838 Greening fee 118,996,004 - (8,680,919) 110,315,085 Leasehold improvement 103,895,364 50,256,817 (7,514,688) 146,637,493 Others 6,764,083 220,500 (539,892) 6,444,691 Total 274,699,232 50,477,317 (18,514,442) 306,662,107 68 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 18 Deferred tax assets and deferred tax liabilities (1) Deferred tax assets and liabilities 31 December 2023 31 December 2022 Item Deductible or taxable Deferred tax assets/ Deductible or taxable Deferred tax assets/ temporary differences (liabilities) temporary differences (liabilities) Deferred tax assets: Provision for impairment of 41,029,365 10,563,366 31,605,614 8,024,903 assets Unrealised profits of intra- 403,653,124 100,913,281 431,328,252 107,832,063 group transactions Unpaid bonus 138,873,637 34,718,409 132,673,269 33,168,317 Termination benefits 8,475,845 2,118,961 9,422,154 2,355,538 Deductible tax losses 261,937,563 61,634,797 285,560,642 67,483,931 Deferred income 32,582,734 7,021,304 38,389,058 8,288,411 Effects of Restricted Share 17,614,180 4,370,992 - - Incentive Plan Effect of the lease standard 708,367 177,094 837,972 209,493 Sub-total 904,874,815 221,518,204 929,816,961 227,362,656 Deferred tax liabilities: Revaluation due to business combinations involving 26,659,530 7,718,480 43,651,105 10,577,065 entities not under common control Effect of the lease standard 3,995,628 1,001,249 2,759,468 689,867 Sub-total 30,655,158 8,719,729 46,410,573 11,266,932 (2) Details of unrecognised deferred tax assets Item 2023 2022 Deductible tax losses 420,651,124 352,775,161 (3) Expiration of deductible tax losses for unrecognised deferred tax assets Year 2023 2022 2023 - 22,801,737 2024 36,171,778 42,088,453 2025 70,528,510 75,724,538 2026 68,479,171 72,197,891 2027 128,025,572 139,962,542 2028 117,446,093 - Total 420,651,124 352,775,161 19 Other non-current assets Item 2023 2022 Prepaid for Construction fee 1,760,000 - 69 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 20 Short-term loans Short-term loans by category: Item 2023 2022 Unsecured loans 178,605,850 227,866,802 Mortgaged loans 163,103,275 127,908,137 Guaranteed loans 23,272,320 33,603,541 Total 364,981,445 389,378,480 As at 31 December 2023, details of short-term borrowings were as follows: Interest rate at Exchange Amount Nature of Interest rate the end of the Amount rate interest rate year RMB % % 1 Year LPR - Credit loans (RMB) 100,000,000 1.0000 100,000,000 Floating 2.70% 0.95% Credit loans (USD) 1,000,000 7.0871 7,087,130 Fixed 7.30% 7.30% Credit loans (EUR) 9,100,000 7.8592 71,518,720 Floating 3.90% ~ 6.95% 3.90% ~ 6.95% Mortgaged loans 9,368,417 7.8592 73,628,264 Floating 4.35% ~ 5.40% 4.35% ~ 5.40% (EUR) Mortgaged loans 12,625,000 7.0871 89,475,011 Fixed 6.83% ~ 7.30% 6.83% ~ 7.30% (USD) Secured loan (AUD) 4,800,000 4.8484 23,272,320 Floating 1.81% ~ 2.54% 1.81% ~ 2.54% Total 364,981,445 As at 31 December 2023, mortgaged loans (EUR) were Hacienda y Viedos Marques del Atrio, S.L.U (“ Atrio “) factoring of accounts receivable from banks including Banco ANTANDER、BBVA、CAIXABANK of EUR 9,368,417 (equivalent of RMB 73,628,264) (31 December 2022: EUR8,080,778 (equivalent of RMB59,982,807). On 31 December 2023, Chile Indomita Wine Group pledged its fixed assets to Banco Scotiabank and Banco de Chile to borrow USD 12,625,000 (equivalent to RMB 89,475,011 ) (31 December 2022: USD9,750,000 (equivalent to RMB67,925,330). On 31 December 2023, the secured loan represented the secured loan of Australia Kilikanoon Estate of AUD4,800,000 (equivalent to RMB23,272,320) (31 December 2022: AUD7,128,758, equivalent to RMB33,603,541). 21 Accounts payable (1) Details of advance payments received are as follows: Ageing 2023 2022 Within 1 year (inclusive) 459,106,370 466,035,065 Over 1 year but within 2 years (inclusive) 10,654,983 34,588,275 Over 2 years but within 3 years (inclusive) 990,316 1,637,390 Over 3 years 2,600,856 1,063,016 Total 473,352,525 503,323,746 (2) There is no significant advance payments received with ageing of more than one year. 70 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 22 Contract liabilities As at As at Item 31 December 2023 1 January 2023 Receipt in advance 174,757,233 164,437,033 Withholding sales rebates 521,616 1,290,958 Total 175,278,849 165,727,991 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 2022 31 December 2023 the year the year Short-term employee (2) 173,197,491 453,422,444 (450,084,972) 176,534,963 benefits Post-employment benefits - defined (3) 331,893 36,838,982 (36,850,391) 320,484 contribution plans Termination benefits 9,422,154 3,537,949 (4,484,258) 8,475,845 Total 182,951,538 493,799,375 (491,419,621) 185,331,292 (2) Short-term employee benefits Additions during Decrease during 31 December 2022 31 December 2023 the year the year Salaries, bonuses, 169,643,402 395,188,658 (391,481,809) 173,350,251 allowances Staff welfare 1,460,170 23,794,432 (24,007,235) 1,247,367 Social insurance 307,244 17,496,294 (17,508,522) 295,016 Medical insurance 307,244 15,679,097 (15,691,325) 295,016 Work-related injury - 1,347,906 (1,347,906) - insurance Maternity insurance - 469,291 (469,291) - Housing fund 38,582 11,384,809 (11,384,809) 38,582 Labour union fee, staff and 1,748,093 5,558,251 (5,702,597) 1,603,747 workers’ education fee Total 173,197,491 453,422,444 (450,084,972) 176,534,963 (3) Post-employment benefits - defined contribution plans 31 December Additions during Decrease during 31 December 2022 the year the year 2023 Basic pension insurance 330,660 35,627,108 (35,638,517) 319,251 Unemployment insurance 1,233 1,211,874 (1,211,874) 1,233 Total 331,893 36,838,982 (36,850,391) 320,484 71 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 24 Taxes payable Item 2023 2022 Value-added tax 65,545,854 42,260,465 Consumption tax 50,879,210 45,524,174 Corporate income tax 134,574,175 131,264,991 Individual income tax 1,414,309 1,199,990 Tax on the use of urban land 1,730,986 1,899,840 Education surcharges 5,072,436 2,731,857 Urban maintenance and construction tax 6,787,018 6,168,990 Others 8,719,443 8,645,595 Total 274,723,431 239,695,902 25 Other payables 31 December 31 December Note 2023 2022 Interest payable - 88,889 Dividends payable - 70,317 Others (1) 555,634,336 372,449,483 Total 555,634,336 372,608,689 (1) Others (a) Details of others by nature are as follows: Item 2023 2022 Deposit payable to dealer 194,060,993 207,492,570 Advertising fee payable 104,815,517 40,244,601 Payables for repurchase of treasury shares 103,411,919 - Trademarks 27,515,798 - Freight charges payable 22,301,368 25,894,816 Deposits due to suppliers 18,284,971 13,549,010 Equipment and construction fee payable 14,832,439 15,976,573 Payables for equities 14,623,377 - Contracting fee payable 3,360,355 7,407,093 Staff deposit 462,672 508,175 Others 51,964,927 61,376,645 Total 555,634,336 372,449,483 (b) There are no significant others aged over one year accured this year. 72 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 26 Other current liabilities Item 2023 2022 Refund liabilities arising from rights of return 24,869,246 - Tax to be transferred out as sales 20,089,051 18,945,706 Total 44,958,297 18,945,706 27 Non-current liabilities due within one year Non-current liabilities due within one year by category are as follows: Item 2023 2022 Long-term loans due within one year 58,510,868 103,011,894 Long-term payables due within one year - 22,000,000 Lease liabilities due within one year 20,013,125 19,008,940 Total 78,523,993 144,020,834 28 Long-term loans Long-term loans by category Item 2023 2022 Credit loans 125,127,311 186,342,909 Guaranteed loans - 44,781,100 Less: Long-term loans due within one year 58,510,868 103,011,894 Total 66,616,443 128,112,115 As at 31 December 2023, details of long-term borrowings were as follows: Interest Long-term Long-term Nature of Interest rate at the Exchange Amount loans due loans due Amount interest rate end of the rate within one after one rate year year year RMB % % 1.50% - 1.50% - Credit loans (EUR) 745,687 7.8592 5,860,499 Fixed 5,737,711 122,788 3.28% 3.28% 2.00% ~ 2.00% ~ Credit loans (EUR) 15,175,439 7.8592 119,266,812 Floating 52,773,157 66,493,655 7.59% 7.59% Total 125,127,311 58,510,868 66,616,443 As at 31 December 2023, Credit loans (EUR) were EUR 15,921,126 borrowed by Banco Sabadell, Bankia, Banco Santander, BBVA, Caja Rural de Navarr etc. (equivalent of RMB 125,127,311 (31 December 2022: EUR25,103,788, equivalent of RMB186,342,909). 29 Lease liabilities Item Note 2023 2022 Long-term lease liabilities 105,051,460 128,514,033 Less: Lease liabilities due within one V.27 20,013,125 19,008,940 year Total 85,038,335 109,505,093 73 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 30 Long-term payables Item 2023 2022 Agricultural Development Fund of China - 64,000,000 Less: Long-term payables due within one year - 22,000,000 Balance of long-term payables - 42,000,000 In 2016, RMB 305,000,000, from CADF was invested in R&D Centre, CADF accounted for 37.9% of the registered capital. According to the investment agreement, CADF will recovery investment funds over 10 years, the investment income received equal to 1.2% of the remaining unpaid principal per annum. In addition to the fixed income, CADF will no longer enjoy other profits or bear the loss of R&D Centre. Therefore, although the investment in R&D Centre, nominally equity investment, is actually a debt investment (financial discount loan). The Group take this investment as long-term payables, which measured in amortized cost. As at 31 December 2023, the Group has repaid the amount in full. 31 Deferred income 31 December Additions during Decrease during 31 December Item 2022 the year the year 2023 Government grants 38,389,058 4,000,000 (9,806,324) 32,582,734 74 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 Government grants: Amounts Additions of recognised in other Related to Liability 31 December 2022 government grants 31 December 2023 income during assets/income during the year the year Government Industrial development support 16,400,000 - (4,100,000) 12,300,000 grants related project to assets Government Retaining wall subsidies 5,973,333 3,500,000 (638,000) 8,835,333 grants related to assets Xinjiang industrial revitalisation Government and technological 9,954,000 - (1,422,000) 8,532,000 grants related transformation project to assets Government Wine fermentation capacity 1,600,000 - (400,000) 1,200,000 grants related construction project to assets Government Special fund for efficient water- 991,000 - (162,000) 829,000 grants related saving irrigation project to assets Subsidy for economic and Government energy-saving technological 513,200 - (128,300) 384,900 grants related transformation projects to assets Government Subsidies for construction of - 250,000 (4,216) 245,784 grants related scenic spots to assets Subsidy for mechanic Government development of Penglai 90,408 - (34,691) 55,717 grants related Daliuhang Base to assets Government Special funds for cellar 2,079,711 - (2,079,711) - grants related maintenance to assets Engineering technology Government transformation of information 580,000 - (580,000) - grants related system project to assets Leisure agriculture subsidies Related to from Jugezhuang - 250,000 (50,000) 200,000 income government Special Funds for Innovation- Related to Driven Development of 172,406 - (172,406) - income Yantai City Prize from Industrial Design Related to Competition of Yantai 35,000 - (35,000) - income Mayor’s Cup Total 38,389,058 4,000,000 (9,806,324) 32,582,734 75 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 32 Share capital Changes during Balance at the the year Balance at the beginning of the Issuance of new end of the year year shares Unrestricted RMB ordinary shares 453,460,800 - 453,460,800 Restricted RMB ordinary shares (Note) - 6,785,559 6,785,559 Foreign shares listed domestically 232,003,200 - 232,003,200 Total shares 685,464,000 6,785,559 692,249,559 Note: The Proposal on the Company’s 2023 Restricted Share Incentive Plan (Draft) and Relevant Summary and the Proposal on the Request for the Authorisation to the Board of Directors by the General Meetings of Shareholders to Handle Matters related to the Company’s 2023 Restricted Share Incentive Plan were passed by resolutions in the Group’s 2022 General Meetings of Shareholders held on 26 May 2023. In addition, the Proposal on the Adjustments to Matters related to 2023 Restricted Share Incentive Plan and the Proposal on the Granting of Restricted Shares to Incentive Objects under the 2023 Restricted Share Incentive Plan were reviewed and passed in the 2023 first extraordinary Board meeting held on 26 June 2023 (hereinafter referred to as the “Restricted Share Incentive Plan”, see Note XIII for details). The Group determined to grant 6,850,000 restricted shares to 204 incentive objects at a grant price of RMB15.24 per share on 26 June 2023 (the grant date). A total of 203 incentive objects of the Group actually subscribed for 6,785,559 restricted shares at a grant price of RMB15.24 per share. The transaction increased the Company’s registered capital by RMB6,785,559, increased the capital reserve by RMB96,626,360 and recognised the repurchase obligation on restricted shares of RMB103,411,919. 33 Capital reserve Additions Decrease 31 December 31 December Items Note during during the 2022 2023 the year year Share premium (1) 519,052,172 96,626,360 - 615,678,532 Others (2) 5,916,588 30,735,755 (1,244,168) 35,408,175 Total 524,968,760 127,362,115 (1,244,168) 651,086,707 (1) During the reporting period, the Group’s issuance of restricted shares in connection with the implementation of the Restricted Share Plan resulted in an increase in share premium of RMB96,626,360, see Note V.32 for details. (2) During the reporting period, the Group’s recognition of amortisation expenses in connection with the implementation of the Restricted Share Plan resulted in an increase in capital reserve of RMB30,735,755. As a result of the Company’s acquisition of non-controlling interests in Liaoning Changyu Ice Wine Chateau Co., Ltd., the difference between the long-term equity investment acquired and the share of net assets continuously calculated since the acquisition date by the subsidiary based on the proportion of newly increased shareholding was recognised in capital reserve, resulting in a decrease in capital reserve by RMB1,244,168, see Note VIII.2 for details. 76 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 34 Treasury shares Balance at the Additions during Decrease during Balance at the Item beginning of the the year the year end of the year year Treasury shares - 103,411,919 - 103,411,919 Total - 103,411,919 - 103,411,919 The increase in treasury shares during the reporting period was due to the repurchase obligation of RMB103,411,919 arising from the granting of restricted shares to incentive objects in connection with the implementation of the Restricted Share Plan, see Note V.32 for details. 35 Other comprehensive income Balance at the Accrued during the year Balance at the beginning of Less: Net-of-tax Net-of-tax end of the the year Previously amount amount year Less: Item attributable to Before-tax recognised attributable to attributable to attributable to Income tax shareholders amount amount shareholders non- shareholders expenses of the transferred to of the controlling of the Company profit or loss Company interests Company Items that may be reclassified to profit or loss Translation differences arising from translation of (23,760,238) 9,519,495 - - 8,975,561 543,934 (14,784,677) foreign currency financial statements 36 Surplus reserve 31 December 31 December Item 2023 2022 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 2023 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. 77 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 37 Retained earnings Item Note 2023 2022 Retained earnings at the beginning of the 9,049,649,211 8,929,426,600 year Add: Net profits for the year attributable to 532,438,907 428,681,411 shareholders of the Company Less: Dividends to ordinary shares (1) (308,458,800) (308,458,800) Retained earnings at the end of the year (2) 9,273,629,318 9,049,649,211 (1) Dividends in respect of ordinary shares declared during the year Pursuant to the shareholders’ approval at the shareholders’ general meeting on 26 May 2023, the Company paid cash dividends to shareholders on June 16, 2023 and June 21, 2023 ,a cash dividend of RMB 0.45 per share (2022: RMB0.45 per share), totalling RMB 308,458,800 (2022:RMB308,458,800). (2) Retained earnings at the end of the year As at 31 December 2023, the consolidated retained earnings attributable to the Company included an appropriation of RMB 55,900,659 (2022: RMB58,180,889) to surplus reserve made by the subsidiaries. 38 Operating income and operating costs 2023 2022 Item Income Cost Income Cost Principal activities 4,309,556,631 1,754,792,956 3,860,311,318 1,651,154,424 Other operating activities 75,207,704 32,190,701 58,629,842 29,640,308 Total 4,384,764,335 1,786,983,657 3,918,941,160 1,680,794,732 Including: Revenue from contracts with 4,380,255,840 1,783,149,498 3,916,599,934 1,679,459,968 customers Rent income 4,508,495 3,834,159 2,341,226 1,334,764 (1) Disaggregation of revenue from contracts with customers: Type of contract 2023 2022 By type of goods or services - Liquor 4,309,556,631 3,860,311,318 - Others 70,699,209 56,288,616 By timing of transferring goods or services - Revenue recognised at a point in time 4,380,255,840 3,916,599,934 (2) Geographical regions of operating income and operating costs: 2023 2022 Type of contract Income Cost Income Cost By geographical regions - China 3,761,534,793 1,378,286,484 3,320,757,555 1,283,478,621 - Other countries and regions 623,229,542 408,697,173 598,183,605 397,316,111 Total 4,384,764,335 1,786,983,657 3,918,941,160 1,680,794,732 78 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 39 Taxes and surcharges Item 2023 2022 Consumption tax 239,887,676 198,284,289 Urban maintenance and construction tax 35,197,172 28,067,931 Education surcharges 23,177,137 19,554,864 Property tax 34,003,219 28,150,521 Tax on the use of urban land 10,331,175 11,403,394 Stamp duty 5,289,257 3,230,856 Others 1,849,935 964,772 Total 349,735,571 289,656,627 40 Selling and distribution expenses Item 2023 2022 Marketing fee 490,535,793 322,593,973 Salaries and benefits 290,154,434 282,395,182 Labour service fee 93,243,814 108,784,934 Advertising fee 75,527,637 75,862,425 Depreciation expense 48,882,915 47,509,217 Design and production fee 32,182,656 30,594,519 Travelling expenses 29,318,913 23,759,493 Trademarks expenses 27,515,798 21,877,171 Storage rental 27,290,488 25,572,282 Restricted share incentive plan fee 22,929,489 - Conference fee 19,309,557 8,735,659 Water, electricity and gas fee 16,830,073 16,438,410 Others 66,061,209 64,842,873 Total 1,239,782,776 1,028,966,138 41 General and administrative expenses Item 2023 2022 Salaries and benefits 80,051,089 73,824,670 Depreciation expenses 89,486,538 85,366,361 Repair costs 11,978,855 11,853,538 Administrative expenses 19,929,523 23,586,680 Amortisation of greening fee 17,409,398 17,846,265 Amortisation expenses 16,202,523 18,057,909 Safety production costs 10,743,063 11,539,602 Security and cleaning fee 8,326,301 8,530,050 Restricted share incentive plan fee 7,806,266 - Contracting fee 4,337,738 4,309,290 Others 37,719,564 32,691,166 Total 303,990,858 287,605,531 79 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 42 Financial expenses Item 2023 2022 Interest expenses from loans and payables 31,297,810 22,174,501 Interest expenses from lease liabilities 4,502,287 4,682,389 Interest income from deposits (30,571,465) (24,186,351) Exchange losses 5,002,117 3,301,716 Other financial expenses 852,710 1,283,952 Total 11,083,459 7,256,207 43 Other income Related to Item 2023 2022 assets/income Government grants Industrial development support project 4,100,000 4,100,000 related to assets Special funds for the maintenance of Government grants 2,079,711 - wine cellars related to assets Xinjiang Industrial Revitalization and Government grants 1,422,000 1,422,000 Technological Transformation Project related to assets Government grants Subsidies for retaining wall 638,000 - related to assets Engineering technology transformation Government grants 580,000 - of information system project related to assets Wine production capacity construction Government grants 400,000 400,000 project related to assets Special subsidies for infrastructure Government grants - 1,060,000 support related to asse Others - Government grants related to Government grants 329,207 2,152,842 assets related to assets Tax rebates 19,533,196 7,592,342 Related to income Special funds for the development of 9,237,716 8,380,737 Related to income enterprises Wine Industry Development Project 2,684,281 2,773,000 Related to income Talent development funds from Shihezi 1,500,000 - Related to income government Funds for rural revitalisation, technological innovation and 1,170,000 - Related to income enhancement action plan Funds for the integration development 1,000,000 - Related to income project of agricultural industry Others - Government grants related to 6,849,688 5,264,519 Related to income income Total 51,523,799 33,145,440 Other income during reporting period has been included in non-recurring gains and losses. 80 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 44 Investment income/(losses) Investment losses by items Item NOTE 2023 2022 Long-term equity investment losses under (712,480) (1,605,469) equity method Investment profit/(loss) arising from disposal of subsidiaries and long-term equity 24,559,930 (1,842,325) investments Total 23,847,450 (3,447,794) 45 Credit reversal Item 2023 2022 Accounts receivable 1,397,658 4,752,797 Total 1,397,658 4,752,797 46 Impairment losses Item 2023 2022 Fixed assets 10,363,383 - Inventories 3,143,575 578,745 Goodwill - 5,210,925 Total 13,506,958 5,789,670 47 Loss from asset disposals Item 2023 2022 Loss from disposal of fixed assets 134,133 16,191,903 Loss from disposal of assets during reporting period has been included in non-recurring gains and losses. 48 Non-operating income and non-operating expenses (1) Non-operating income by item is as follows: Item 2023 2022 Net income from fine 9,325,229 566,334 Insurance compensation 452,242 3,038,560 Others 2,214,799 3,227,915 Total 11,992,270 6,832,809 Non-operating income during reporting period has been included in non-recurring gains and losses. 81 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (2) Non-operating expenses Item 2023 2022 Donations provided 1,212,015 693,625 Losses from scrapping of packaging materials 1,137,256 - Losses from disposal of non-current assets 573,560 867,796 Compensation, penalty and fine expenses 80,403 723,161 Others 425,176 665,409 Total 3,428,410 2,949,991 Non-operating expenses during reporting period has been included in non-recurring gains and losses. 49 Income tax expenses Item Note 2023 2022 Current tax expense for the year based 216,588,992 176,922,552 on tax law and regulations Changes in deferred tax assets/liabilities (1) 4,844,455 17,311,037 Total 221,433,447 194,233,589 (1) The analysis of changes in deferred tax is set out below: Item 2023 2022 Origination of temporary differences 4,844,455 17,311,037 Total 4,844,455 17,311,037 (2) Reconciliation between income tax expenses and accounting profit: Item 2023 2022 Profit before taxation 747,466,156 625,582,303 Estimated income tax at 25% 186,866,539 156,395,576 Effect of different tax rates applied by subsidiaries 2,070,828 3,875,636 Effect of non-deductible costs, expense and losses 4,978,035 6,207,982 Effect of deductible losses of deferred tax assets 25,756,996 26,681,652 not recognised for the year Deferred tax assets written-off 1,761,049 1,072,743 Income tax expenses 221,433,447 194,233,589 82 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 50 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: 2023 2022 Consolidated net profit attributable to ordinary 532,438,907 428,681,411 shareholders of the Company Weighted average number of ordinary shares 685,464,000 685,464,000 outstanding Basic earnings per share (RMB/share) 0.78 0.63 Weighted average number of ordinary shares is calculated as follows: 2023 2022 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) Diluted earnings per share Diluted earnings per share is calculated by dividing consolidated net profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding (diluted): Note 2023 2022 Consolidated net profit attributable to ordinary shareholders of the Company (a) 532,438,907 428,681,411 (Dilute) Weighted average number of ordinary (b) 685,670,893 685,464,000 shares outstanding (Dilute) Diluted earnings per share (RMB/share) 0.78 0.63 (a) Consolidated net profit attributable to ordinary shareholders of the Company (diluted) is calculated as follows: 2023 2022 Consolidated net profit attributable to 532,438,907 428,681,411 ordinary shareholders of the Company Consolidated net profit attributable to ordinary shareholders of the Company 532,438,907 428,681,411 (diluted) 83 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (b) The weighted average number of the Company’s ordinary shares (diluted) is calculated as follows: 2023 2022 Weighted average number of ordinary 685,464,000 685,464,000 shares at 31 December Diluted adjustments: Effects of restricted shares 206,893 - Weighted average number of ordinary 685,670,893 685,464,000 shares (diluted) at the end of the year 51 Cash flow statement (1) Cash relating to operating activities a. Proceeds relating to other operating activities: Item 2023 2022 Recovery of prior years’ trademarks right 120,930,641 - receivables (Note V.8) Government grants 45,677,242 30,239,160 Penalty income 9,325,229 566,334 Interest income from bank 27,375,399 22,845,833 Others 16,077,111 8,174,080 Total 219,385,622 61,825,407 b. Payments relating to other operating activities: Item 2023 2022 Selling and distribution expenses 539,874,320 443,486,326 General and administrative expenses 99,254,521 92,510,326 Others 36,569,908 46,253,149 Total 675,698,749 582,249,801 (2) Cash relating to investing activities a. Proceeds relating to significant investing activities: Item 2023 2022 Recovery of fixed deposits 238,200,000 133,200,000 b. Payments relating to significant investing activities: Item 2023 2022 Investments in fixed deposits 464,200,000 108,200,000 Acquisition of fixed assets and construction in 110,067,855 182,207,269 progress 84 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (3) Cash relating to financing activities a. Proceeds relating to other financing activities: Item 2023 2022 Payment of capital reduction 20,674,509 - Acquisition of non-controlling interests 14,623,400 - Cash paid for lease 31,931,214 19,774,744 Total 67,229,123 19,774,744 b. Changes in liabilities arising from financing activities Balance at the Additions during the year Decreases during the year Balance at the beginning of end of the year Cash Non-cash Cash Non-cash the year Short-term loan 389,378,480 557,308,654 - (581,705,689) - 364,981,445 Long-term loan 128,112,115 16,550,853 - (75,199,936) (2,846,589) 66,616,443 Lease liabilities 109,505,093 - 3,966,353 (8,182,353) (20,250,758) 85,038,335 Long-term accounts payable 42,000,000 - - (42,000,000) - - Non-current liabilities due 144,020,834 - 23,097,347 (88,594,188) - 78,523,993 within one year Other accounts payable - 70,317 - 309,997,116 (310,067,433) - - dividends payable Other accounts payable - 88,889 - 35,800,097 (35,888,986) - - interest payable Other accounts payable - - - 29,246,777 (14,623,400) - 14,623,377 payables for equities Other accounts payable - payables for repurchase of - 103,411,919 - - - 103,411,919 treasury shares Other accounts payable - Investments returned to - - 20,674,509 (20,674,509) - - minority shareholders Total 813,175,728 677,271,426 422,782,199 (1,176,936,494) (23,097,347) 713,195,512 85 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 52 Supplementary information on cash flow statement (1) Supplement to cash flow statement a. Reconciliation of net profit to cash flows from operating activities: Item 2023 2022 Net profit 526,032,709 431,348,714 Add: Credit/asset impairment losses 12,109,300 1,036,873 Depreciation of fixed assets and 317,061,135 314,038,019 investment property Amortisation of intangible assets 16,932,862 25,766,271 Amortisation of long-term deferred 18,514,442 19,340,746 expenses Amortisation of biological assets 13,800,290 14,911,694 Depreciation of ROU assets 22,107,603 22,131,592 Losses from disposal of fixed assets, intangible assets, and other long-term 707,693 17,059,699 assets Financial expenses 32,287,868 25,170,658 Equity incentive expenses 30,735,755 - Investment (profits)/losses (23,847,450) 3,447,794 Decrease in deferred tax assets 5,174,683 17,848,075 Decrease in deferred tax liabilities (330,228) (537,038) Decrease/(increase) in gross 131,877,015 (101,354,740) inventories (Increase)/decrease in operating (54,231,481) 187,564,569 receivables Increase/(decrease) iecrease in 124,159,547 (108,896,279) operating payables Net cash flows from operating activities 1,173,091,743 868,876,647 b. Significant investing and financing activities not requiring the use of cash: Item 2023 2022 Payment of construction in progress and 13,226,592 40,584,152 other long-term assets by bank acceptances c. Change in cash and cash equivalents: Item 2023 2022 Cash equivalents at the end of the year 1,963,155,752 1,612,753,600 Less: Cash equivalents at the beginning of 1,612,753,600 1,502,327,029 the year Net increase in cash and cash equivalents 350,402,152 110,426,571 86 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (2) Information on acquisition or disposal of subsidiaries and other business units during the current year: Information on acquisition of WEIMISS SHANGHAI: 2023 Consideration for acquisitions 5,537,700 Cash or cash equivalents paid during the year for acquiring subsidiaries and other business 5,537,700 units during the year Less: Cash and cash equivalents held by acquired subsidiaries and 6,194,749 other business units Net cash received for the acquisition 657,049 For non-cash assets and liabilities held by the acquired subsidiaries and other business units, refer to Note VII.1. Information on disposal of subsidiaries and other business units: Xinjing Tianzhu Langfang Castel Consideration for disposals 12,090,000 10,921,494 Cash or cash equivalents received during the year for disposing of subsidiaries and other business 12,090,000 10,921,494 units during the year Less: Cash and cash equivalents held by disposed subsidiaries and 2,451,415 251,454 other business units Net cash received for disposing of subsidiaries and 9,638,585 10,670,040 other business units Non-cash assets and liabilities held by disposed subsidiaries and other business units - Current assets 603,781 3,977,024 - Non-current assets 22,865,411 9,507,310 - Current liabilities 23,819 1,039,979 - Non-current liabilities 2,216,975 - (3) Details of cash and cash equivalents Item 2023 2022 Cash at bank and on hand Including: Cash on hand 74,951 47,954 Bank deposits available on demand 1,963,080,801 1,612,705,646 Closing balance of cash and cash equivalents 1,963,155,752 1,612,753,600 87 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 53 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 10,500,515 337,895 letters of credit etc. Short-term borrowings Account receivable (i) 59,982,807 73,628,265 mortgage from Atrio Short-term borrowings from Fixed assets 303,897,124 37,985,117 Dicot R&D Centre mortgage for Intangible assets 169,385,254 - long-term payables Total 543,765,700 111,951,277 (i) As at 31 December 2023, the amount of accounts receivable with restricted ownership is EUR 9,368,417 , equivalent of RMB 73,628,265 hich refers to accounts receivable Atrio conducted for factoring from Banco de Sabadell, S.A. Etc. (31 December 2022: EUR8,080,778, equivalent of RMB 59,982,807). 54 Leases (1) As a lessee Item 2023 2022 Short-term lease expenses for which the 527,463 122,097 practical expedient has been applied Total cash outflow for leases 32,458,677 19,896,841 The Group leases buildings and motor vehicles with the lease terms of 1 year or less, and all of these leases are short-term leases. The Group has elected not to recognise right-of-use assets and lease liabilities for these leases. (2) As a lessor Item 2023 2022 Lease income 4,508,495 2,341,226 The Group leased out some machineries in 2022 and 2023 with a lease term within 1 year. The Group has classified these leases as operating leases, because they do not transfer substantially all of the risks and rewards incidental to the ownership of the assets. 88 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 VI. Research and development expenses Presentation by nature Item 2023 2022 Salaries 6,564,884 7,171,522 Diagnostic test fees 3,448,000 1,819,699 Consultancy fee 3,039,519 1,476,996 Material consumption 2,212,169 995,281 Others 2,148,962 3,967,812 Total 17,413,534 15,431,310 Including: research and development expenditures 17,413,534 15,431,310 that are expensed 89 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 VII. Change of consolidation scope 1 Business combinations involving entities not under common control (1) Business combinations involving entities not under common control occurred during the year Basis of Acquiree from acquisition Acquisition Cost Shareholding Acquisition Acquisition acquisition date to 31 December 2023 date of equity of equity acquired (%) method date date Net cash investment investment Income Net profit determination outflow Weimiss Transfer of 01/31/2023 5,537,700 70% Equity transfer 01/31/2023 1,673,699 225,842 90,627 Shanghai controls Weimiss Shanghai is a company registered in Shanghai on 20 August 2020 and is engaged in Beijing Wanfeng. The Company held 30% of the equity and Beijing Wanfeng Trading Co., Ltd. held 70% of the equity at the time of incorporation. This entity is mainly engaged in the wine and food operations. According to the Equity Transfer Contract signed by the Company and Beijing Wanfeng in 2023, Beijing Wanfeng transferred its 70% equity in Weimiss Shanghai to the Company at a price of RMB5,537,700, and Weimiss Shanghai becomes a wholly-owned subsidiary of the Company upon the completion of this transaction. The related transaction was completed in January 2023. 90 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (2) Acquisition cost and goodwill Weimiss Shanghai Acquisition cost Carrying Fair value amount Cash 5,537,700 5,537,700 Equity interests held before 2,373,285 2,373,285 acquisition date Total acquisition cost 7,910,985 7,910,985 Less: Share of the fair value of the identifiable net 7,910,985 7,910,985 assets acquired Goodwill - - (3) Identifiable assets and liabilities of the acquiree at the acquisition date Weimeisi Shnghai Carrying Fair value amount Assets Cash at bank and on hand 6,194,749 6,194,749 Receivables 1,394 1,394 Prepayments 22,463 22,463 Other receivables 216,388 216,388 Inventories 1,356,577 1,356,577 Other current assets 124,024 124,024 Liabilities Accounts Received in Advance 35 35 Payroll 3,000 3,000 Other payables 1,575 1,575 Net assets 7,910,985 7,910,985 Less: Non-controlling interests - - Net assets acquired 7,910,985 7,910,985 91 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 2 Disposal of subsidiaries (1) Transactions or events resulting in loss of control over subsidiaries Investment Difference income or between loss/retained consideration earnings Shareholding Proportion of Disposal Basis for received and transferred Consideration being disposed remaining Date of losing method on the determining the related from other Entity name on the date of on the date of shareholding control date of losing date of share of net comprehensive losing control losing control on the date of control losing control assets in income related (%) losing control consolidated to previous financial equity statements investments in subsidiaries Transfer of Xinjiang Tianzhu Wine Co., Ltd. 30/06/2023 12,090,000 60% Equity transfer 17,003,530 - - controls Langfang Development Zone Transfer of 20/12/2023 10,921,494 49% Equity transfer 7,556,400 - - Castel-Changyu Wine Co., Ltd. controls (2) Other reasons for change of consolidation scope The Group’s subsidiaries - Changyu (Jingyang) Wine Sales Co., Ltd. and Langfang Changyu Pioneer Wine Sales Co., Ltd. were cancelled in 2023. 92 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 VIII. 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 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 BodegasSantaAlicia 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., Yantai, Shandong, Yantai, Shandong, Acquired through Manufacturing USD5,000,000 70 - Ltd.(“Chateau Changyu”) (a) 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 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”) (b) establishment or investment Yantai Changyu Wine Sales Co., Ltd. (“Wines Yantai, Shandong, Yantai, Shandong, Marketing and Acquired through RMB5,000,000 90 10 Sales”) China China sales establishment or investment 93 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 Shareholding ratio Principal place of Business (%) Name of the Subsidiary Registered place Registered capital Acquisition method business nature (or similar equity interest) 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 Co., Benxi, Liaoning, Marketing and Acquired through Benxi, Liaoning, China RMB2,000,000 100 - Ltd. (“National Wines”) China sales establishment or investment Liaoning Changyu Golden Icewine Valley Co., Benxi, Liaoning, Acquired through Benxi, Liaoning, China Manufacturing RMB59,687,300 100 - Ltd. (“Golden Icewine Valley”) 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 RMB500,000,000 100 - China China establishment or investment (“R&D Centre”) (c) 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 94 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 Shareholding ratio Principal place of Business (%) Name of the Subsidiary Registered place Registered capital Acquisition method business nature (or similar equity interest) Penglai Changyu Wine Sales Co., Penglai, Shandong, Penglai, Shandong, Marketing and Acquired through RMB5,000,000 - 100 Ltd.(“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. Tourism RMB60,000,000 - 100 China China establishment or investment (“Window of the Wine 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”) Shanghai Changyu Guoqu Digital Technology Marketing and Acquired through Co., Ltd. Shanghai, China Shanghai, China RMB6,000,000 - 51 sales establishment or investment (“Shanghai Guoqu”) Tianjin Changyu Yixin Digital Technology Co., Marketing and Acquired through Tianjin, China Tianjin, China RMB10,000,000 - 51 Ltd. (“Tianjin Yixin”) 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”) 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 95 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 Shareholding ratio Principal place of Business (%) Name of the Subsidiary Registered place Registered capital Acquisition method business nature (or similar equity interest) Marketing and Acquired through Weimeisi Shanghai Shanghai, China Shanghai, China RMB10,000,000 100 - sales 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 2027. (b) AFIP is a limited liability company established by Yantai Dean and Beijing Qinglang. 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 was a joint venture established by the Company and CADF, at December 31, 2023 the Company held 100% of its equity.Through agreement arrangement in Note V. 30, 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. The R&D Centre settled all CADF borrowings early and completed the change of business license on 28 December 2023. (2) Material non-wholly owned subsidiaries Comprehensive income Dividend declared to Proportion of ownership Balance of non- attributable to non- non-controlling Name of the Subsidiary interest held by non- controlling interests controlling interests shareholders controlling interests at the end of the year for the year during the year AFIP 8.47% - - 56,409,393 IWCC 15% 1,248,415 1,151,483 57,361,438 96 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (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: AFIP Chile Indomita Wine Group 2023 2022 2023 2022 Current assets 268,602,777 251,902,602 252,718,459 221,192,234 Non-current assets 384,948,572 399,165,555 314,112,626 320,233,623 Total assets 653,551,349 651,068,157 566,831,085 541,425,857 Current liabilities 26,013,757 22,424,425 167,265,413 140,793,252 Non-current liabilities 3,603,886 3,020,582 9,598,445 11,311,586 Total liabilities 29,617,643 25,445,007 176,863,858 152,104,838 Operating income 198,426,991 175,992,960 232,778,304 238,351,323 Net profit/(loss) 2,636,577 (3,366,711) 11,018,541 23,561,992 Total comprehensive 2,636,577 (3,366,711) 8,322,765 29,720,066 income Cash flows from operating activities 10,320,219 8,265,568 22,541,317 18,971,851 2 Transactions that cause changes in the Group’s interests in subsidiaries that do not result in loss of control (1) Changes in the Group’s interests in subsidiaries: Percentage of Name of minority Fiscal year Purchase date Subsidiary shareholdings acquired Golden Ice Wine 2023 49% 30/01/2023 Vally (2) Impact of transactions on non-controlling interests and equity attributable to the shareholders of the Company: Golden Ice Wine Vally Acquisition cost consideration - Cash 29,246,777 - Non-cash assets 3,500,000 Total 32,746,777 Less: Share of net assets in subsidiaries based on the 31,502,609 shares acquired Difference 1,244,168 Including: Adjustment to capital reserve 1,244,168 97 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 IX. 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 2023, 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. 98 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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 2023, 49.0% of the Group trade receivables are due from top five customers (31 December 2022: 48.8%). 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: 2023 Contractual undiscounted cash flow Carrying More than amount at Item Within 1 year or More than 1 to 2 years 2 years but less Total balance sheet on demand 5 years date than 5 years Short-term loans 378,707,190 - - - 378,707,190 364,981,445 Accounts payable 473,352,525 - - - 473,352,525 473,352,525 Other payables 555,634,336 - - - 555,634,336 555,634,336 Long-term payables (including the portion due within one 62,702,857 9,455,183 61,890,894 - 134,048,934 125,127,311 year) Lease liability (including the 24,050,888 23,215,484 21,007,143 62,047,723 130,321,238 105,051,460 portion due within one year) Total 1,494,447,796 32,670,667 82,898,037 62,047,723 1,672,064,223 1,624,147,077 2022 Contractual undiscounted cash flow Carrying More than amount at Item Within 1 year or More than 1 to 2 years 2 years but less Total balance sheet on demand 5 years date 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 99 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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: 2023 2022 Item Effective interest Effective interest Amounts Amounts rate rate Financial assets - Cash at bank 1.45% - 2.25% 579,200,000 2.00% - 2.25% 53,200,000 Financial liabilities - Short-term loans 6.83% ~ 7.30% (96,562,141) 0.65% - 6.76% (155,774,939) - Long-term loans (including the 1.50% - 3.28% (5,860,499) 1.50% - 3.65% (183,331,680) portion due within one year) - Long-term payables (including the - 1.20% (64,000,000) portion due within one year) - Lease liability (including the 4.65% (105,051,460) 4.65% (128,514,033) portion due within one year) Total 371,725,900 (478,420,652) Variable rate instruments: 2023 2022 Item Effective interest Effective interest Amounts Amounts rate rate Financial assets - Cash at bank 0.20% - 1.61% 1,638,418,696 0.25% - 1.61% 1,598,206,161 Financial liabilities 1Year LPR - - Short-term loans (100,000,000) 1 year LPR 0.5% (200,000,000) 0.95% - Short-term loans 1.81% ~ 2.54% (23,272,320) 1.81% - 2.54% (33,603,542) - Short-term loans 3.90% ~ 6.95% (145,146,984) - - - Long-term loans (including the - - BBSY+1.10% (44,781,100) portion due within one year) - Long-term loans (including the 2.00% ~ 7.59% (119,266,812) 2.85% - 3.35% (3,011,228) portion due within one year) Total 1,250,732,580 1,316,810,291 (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. 100 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 As at 31 December 2023, 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 RMB 1,453,823 (2022: RMB1,055,235), and net profit by RMB 1,453,823 (2022: RMB1,055,235). 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. 2023 2022 Balance at Balance at RMB Balance at Balance at RMB foreign currency equivalent foreign currency equivalent Cash at bank and on hand - USD 308,229 2,184,232 10,922 76,068 - EUR 67 523 67 494 - HKD 217 196 208 186 Short-term loans - USD 13,625,000 96,562,141 13,750,000 95,792,132 (2) The following are the exchange rates for Renminbi against foreign currencies applied by the Group: Balance sheet date Average rate mid-spot rate 2023 2022 2023 2022 USD 7.0558 6.7573 7.0871 6.9646 EUR 7.6689 7.0985 7.8592 7.4229 HKD 0.9011 0.8583 0.9062 0.8933 101 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (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 2023 USD 3,539,172 3,539,172 EUR (20) (20) HKD (7) (7) Total 3,539,145 3,539,145 31 December 2022 USD 3,589,352 3,589,352 EUR (19) (19) HKD (7) (7) Total 3,589,326 3,589,326 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. X. 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 2023 and 31 December 2022. 102 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 XI. 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 49.9% 49.9% International Finance Corporation and Yantai Yuhua Investment and Development Company Limited. The registered capital of the parent company did not change in 2023, while the parent company’s shareholding percentage and proportion of voting rights changed from 50.4% to 49.9%. 103 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 2 Information about the subsidiaries of the Company For information about the subsidiaries of the Company, refer to Note VIII.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 Information on the Group’s Yantai Zhongya Zhibao Pharmaceutical Co., Ltd. directors, supervisors and the senior (“Zhongya Zhibao”) management Associate of the Group from WEMISS (Shanghai) Enterprise Development Co., January 1 to January 30, 2023 Ltd (“WEMISS Shanghai”) Subsidiaries of the joint venture after January 31, 2023 Shanghai Yufeng Brand Management Co., Associate of the Group Ltd.("Shanghai Yufeng”) Yantai Guolong Wine Industry Co., Ltd (“Yantai Associate of the Group Guolong”) Societe Civile Argricole Du Chateau De Mirefleurs Subsidiaries of the joint venture (“Mirefleurs”) CHATEAU DE LIVERSAN (“LIVERSAN”) Subsidiaries of the joint venture 4 Transactions with related parties (1) Product procurement Related parties Nature of transaction 2023 2022 Shenma Packaging Product procurement 83,991,232 82,187,388 Zhongya Zhibao Product procurement 152,932 253,410 Mirefleurs Product procurement 7,844,108 7,054,664 LIVERSAN Product procurement 2,602,967 2,870,515 Total 94,591,239 92,365,977 (2) Sales of goods Related parties Nature of transaction 2023 2022 Zhongya Zhibao Sales of goods 4,306,827 5,384,362 Shanghai Yufeng Sales of goods 5,691,239 2,017,066 Wemiss Shanghai Sales of goods - 614,302 Shenma Packaging Sales of goods 121,548 110,048 Yantai Guolong Sales of goods 9,152,265 26,816,648 Total 19,271,879 34,942,426 104 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (3) Purchase of fixed assets Related parties of the Company Nature of transaction 2023 2022 Purchase of fixed Shenma Packaging 1,592,698 4,245,929 assets Total 1,592,698 4,245,929 (4) Leases (a) As the lessor Type of assets Lease income Lease income Name of lessee leased recognised in 2023 recognised in 2022 Shenma Packaging Offices and plants 1,549,410 1,549,410 Zhongya Zhibao Offices and plants 963,810 590,476 Total 2,513,220 2,139,886 (b) As the lessee Type of assets Lease expense Lease expense Name of lessor leased recognised in 2023 recognised in 2022 Changyu Group Office buildings 1,612,118 1,425,735 Changyu Group Offices and plants 1,394,762 1,275,144 Changyu Group Offices and plants 4,184,286 3,825,433 Offices and Changyu Group 7,057,143 6,145,488 commercial building Total 14,248,309 12,671,800 (5) Remuneration of key management personnel Item 2023 2022 Remuneration of key management personnel 12,846,007 10,265,674 (6) Other related party transactions Related parties Nature of transaction 2023 2022 Changyu Group Trademarks 27,515,798 21,877,171 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. On 18 May 2019, the general meeting of shareholders approved the proposal of the amendment to the royalty agreement. Article 6.1 of the royalty agreement with Changyu Group was amended to: During the validity period of this contract, the Group pays Changyu Group royalty on an annual basis. The royalty is calculated based on 0.98% of the sales volume of the Group ‘s contract products using this trademark. The article 6.3 is amended to: The royalty paid to the Changyu Group by the Group shall not be used to promote this trademark and the contract products. The Group incurred a trademark usage fee of RMB27,515,798 this year. 105 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 5 Receivables from and payables to related parties Receivables from related parties 2023 2022 Provision for Provision for Item Related party Book value bad and Book value bad and doubtful debts doubtful debts Accounts receivable Zhongya Zhibao 1,476,262 2,670 2,627,473 8,091 Shanghai Accounts receivable 2,925,045 5,290 - - Yufeng Accounts receivable Yantai Guolong - - 200,000 616 Prepayments Mirefleurs 6,642,165 - - - Other current assets Changyu Group - - 120,930,641 - Payables to related parties Item Related party 2023 2022 Accounts payable Shenma Packaging 27,358,723 36,600,233 Accounts payable Zhongya Zhibao 2,066 5,365,862 Accounts payable Shanghai Yufeng - 143,659 Accounts payable Changyu Group - 19,434,600 Contract liabilities Zhongya Zhibao - 240 Contract liabilities Yantai Guolong 14,840,000 - Other payables Changyu Group 27,515,798 - Other payables Shenma Packaging 400,000 471,869 XII. 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. 106 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 XIII. Share-based payments 1 Equity instruments (1) Share options or other equity instruments outstanding at the end of the year Granted during the year Exercised during the year Unlocked during the year Forfeited during the year Type of grantees Quantity Amount Quantity Amount Quantity Amount Quantity Amount Some directors, the senior management, the middle 6,785,559 103,411,919 - - - - - - management and core technical (operational) cadre Total 6,785,559 103,411,919 - - - - - - (2) Equity-settled share-based payments Pursuant to the Proposal on the Company’s 2023 Restricted Share Incentive Plan (Draft) and Relevant Summary and the Proposal on the Request for the Authorisation to the Board of Directors by the General Meetings of Shareholders to Handle Matters related to the Company’s 2023 Restricted Share Incentive Plan passed by resolutions in the Group’s 2022 General Meetings of Shareholders held on 26 May 2023 as well as the Proposal on the Adjustments to Matters related to 2023 Restricted Share Incentive Plan and the Proposal on the Granting of Restricted Shares to Incentive Objects under the 2023 Restricted Share Incentive Plan reviewed and passed in the 2023 first extraordinary Board meeting held on 26 June 2023, the Group determined to grant 6,850,000 restricted shares to 204 incentive objects at a grant price of RMB15.24 per share on 26 June 2023 (the grant date). A total of 203 incentive objects of the Group actually subscribed for 6,785,559 restricted shares at a grant price of RMB15.24 per share. The transaction increased the Company’s registered capital by RMB6,785,559, increased the capital reserve by RMB96,626,360. All restricted shares granted to incentive objects are subject to different restricted sales periods, which are respectively 12 months, 24 months and 36 months from the date of completion of the grant registration of the restricted shares granted to the incentive objects. The restricted shares granted to the incentive objects under the Restricted Share Incentive Plan shall not be transferred, pledged as collateral or to repay debts during the restricted sales periods. All restricted shares granted to incentive objects will be unlocked in three phases after 12 months from the grant date, with the proportion of unlocking in each phase being 30%, 30% and 40%, respectively, corresponding to unlocking dates of one year, two years and three years from the grant date. The actual unlocked shares shall be linked to the performance appraisal for each year. When the Company’s performance meets the corresponding criteria, the unlocking proportion of the above-mentioned restricted shares is determined based on the business performance of the incentive object’s operation and the contribution value of the incentive object. The Company will repurchase the locked restricted shares at the granted price of the incentive objects if the unlocked criteria stipulated in this plan are not met, and the incentive object shall not unlock the restricted shares for the current period. 107 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 As at 31 December 2023, the total costs of equity-settled share-based payments recognised in the consolidate financial statements for the year were RMB30,735,755, and the accumulated amount of equity-settled share-based payments recognised in the capital reserve for the year amounted to RMB30,735,755. XIV. Commitments and contingencies 1 Significant commitment (1) Capital commitments Item 2023 2022 Long-term assets acquisition commitment 50,057,140 45,698,000 Total 50,057,140 45,698,000 (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 2023 2022 Within 1 year (inclusive) 50,000 - Total 50,000 - 2 Contingencies The Group do not have any significant contingencies as at balance sheet date. XV. 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 10 April 2024, the Company intends to distribute cash dividend totaling RMB346,124,780 to all shareholders of 692,249,559 capital shares for the year ended 31 December 2023 on the basis of RMB 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. XVI. 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 2023, over 86% of revenue, more than 96% 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. 108 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 XVII. Notes to the Company’s financial statements 1 Receivables under financing Item Note 2023 2022 Bills receivable (1) 36,322,019 41,061,417 Total 36,322,019 41,061,417 (1) The pledged bills receivable of the Company at the end of the year As at 31 December 2023, there was no pledged bills receivable (31 December 2022: 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 53,825,102 Total 53,825,102 As at 31 December 2023, derecognised bills endorsed by the Company to other parties which are not yet due at the end of the period is RMB 53,825,102 (31 December 2022: RMB105,149,583). 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. 2 Other receivables 31 December 31 December Note 2023 2022 Dividends receivable (1) - 250,000,000 Others (2) 576,949,997 470,176,320 Total 576,949,997 720,176,320 (1) Dividends receivable 31 December 31 December Item 2023 2022 Dividends to subsidiaries - 250,000,000 Total - 250,000,000 109 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (2) Others (a) Others by customer type: 31 December 31 December Customer type 2023 2022 Amounts due from subsidiaries 574,127,885 470,128,362 Amounts due from related parties 2,822,112 47,958 Sub-total 576,949,997 470,176,320 Less: Provision for bad and doubtful debts - - Total 576,949,997 470,176,320 (b) The ageing analysis is as follows: Ageing 2023 2022 Within 1 year (inclusive) 576,845,525 470,071,848 Over 1 year but within 2 years (inclusive) - - Over 2 years but within 3 years (inclusive) - 104,472 Over 3 years 104,472 - Sub-total 576,949,997 470,176,320 Less: Provision for bad and doubtful debts - - Total 576,949,997 470,176,320 The ageing is counted starting from the date. (c) Movements of provisions for bad and doubtful debts As at 31 December 2023, no bad and doubtful debt provision was made for other receivables (31 December 2022: Nil). As at 31 December 2023, the Company has no other receivables written off (31 December 2022: Nil). (d) Others categorised by nature Nature of other receivables 2023 2022 Amounts due from subsidiaries 574,127,885 470,128,362 Others 2,822,112 47,958 Sub-total 576,949,997 470,176,320 Less: Provision for bad and doubtful debts - - Total 576,949,997 470,176,320 110 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (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 receivable end of the year bad and doubtful of others (%) debts Amounts due Sales Company 213,386,151 Within 1 year 37.0% - from subsidiaries Amounts due Kilikanoon Australia 53,338,503 Within 1 year 9.2% - from subsidiaries Amounts due R&D Centre 32,533,000 Within 1 year 5.6% - from subsidiaries Amounts due Chateau Changyu 14,130,944 Within 1 year 2.4% - from subsidiaries Chile Indomita Wine Amounts due 13,100,592 Within 1 year 2.3% - Group from subsidiaries Total 326,489,190 56.5% - 3 Long-term equity investments (1) Long-term equity investments by category: 2023 2022 Item Provision for Carrying Provision for Carrying Book value Book value impairment amount impairment amount Investments in 7,690,772,693 (42,274,055) 7,648,498,638 7,703,535,027 - 7,703,535,027 subsidiaries Investments in - - - 2,318,351 - 2,318,351 associates Total 7,690,772,693 (42,274,055) 7,648,498,638 7,705,853,378 - 7,705,853,378 111 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (2) Investments in subsidiaries: Balance of Additions Balance at the Additions Decrease Balance at the provision for during the Subsidiary beginning of during the during the end of the impairment at year - Equity the year year year year the end of the Incentives year Xinjiang Tianzhu 60,000,000 - - (60,000,000) - - Kylin Packaging 23,176,063 - 367,372 - 23,543,435 - Chateau Changyu 28,968,100 - 304,959 - 29,273,059 - Pioneer International 3,500,000 - 2,434,696 - 5,934,696 - Ningxia Growing 36,573,247 - - - 36,573,247 - National Wines 2,000,000 - - - 2,000,000 - Golden Icewine Valley 30,440,500 32,746,777 244,217 - 63,431,494 - Chateau Beijing 588,389,444 - 244,217 - 588,633,661 - Sales Company 7,200,000 - 14,059,694 - 21,259,694 - Langfang Sales 100,000 - - (100,000) - - Langfang Castel 19,835,730 - - (19,835,730) - - Wine Sales 4,500,000 - 833,190 - 5,333,190 - 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 - 284,014 - 453,747,514 - Chateau Tinlot 212,039,586 - - - 212,039,586 - Chateau Shihezi 812,019,770 - 284,014 - 812,303,784 - Chateau Changan 803,892,258 - 304,959 - 804,197,217 - R&D Centre 3,288,906,445 - 1,324,269 - 3,290,230,714 - Huanren Wine 22,200,000 - - - 22,200,000 - Wine Sales Company 5,000,000 - 102,210 - 5,102,210 - Francs Champs 236,025,404 - - - 236,025,404 - Dicot 233,142,269 - - - 233,142,269 5,210,925 Chile Indomita Wine Group 274,248,114 - - - 274,248,114 - Australia Kilikanoon Estate 129,275,639 - - - 129,275,639 37,063,130 Digital Marketing 1,000,000 - 186,121 - 1,186,121 - Chateau Koya 110,000,000 - 328,128 - 110,328,128 - Wemiss Shanghai - 7,910,985 - - 7,910,985 - Culture Development 92,479,570 - 142,004 - 92,621,574 - Development Zone Trading - - 861,192 - 861,192 - Penglai sales - - 1,104,339 - 1,104,339 - Longkou sales - - 1,611,286 - 1,611,286 - Laizhou sales - - 84,916 - 84,916 - Yantai Roullet Fransac - - 244,217 - 244,217 - Museum - - 265,162 - 265,162 - Window of the Wine City - - 470,134 - 470,134 - AFIP Tourism - - 162,952 - 162,952 - Meeting Center - - 102,210 - 102,210 - Ningxia Trading - - 162,952 - 162,952 - Creighton Catering - - 102,210 - 102,210 - Total 7,703,535,027 40,657,762 26,615,634 (80,035,730) 7,690,772,693 42,274,055 For information about the subsidiaries of the Company, refer to Note VIII. 112 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (3) Investments in associates: Investment Balance at the losses Others Balance at the Subsidiary beginning of the recognized under (Notes.V.9) end of the year year the equity method WEMISS Shanghai 2,318,351 54,934 (2,373,285) - Total 2,318,351 54,934 (2,373,285) - 4 Operating income and operating costs 2023 2022 Item Income Cost Income Cost Principal activities 723,412,525 615,998,040 672,635,481 575,896,372 Other operating activities 7,746,429 5,638,524 2,426,940 1,420,479 Total 731,158,954 621,636,564 675,062,421 577,316,851 Including: Revenue from contracts 723,412,525 615,998,040 672,635,481 575,896,372 with customers Rent income 7,746,429 5,638,524 2,426,940 1,420,479 Disaggregation of revenue from contracts with customers: Type of contract 2023 2022 By type of goods or services - Liquor 723,412,525 672,635,481 By timing of transferring goods or services - Revenue recognised at a point in time 723,412,525 672,635,481 5 Investment income Item 2023 2022 Income from long-term equity investments 476,632,356 738,407,264 accounted for using cost method Income / (Loss) from long-term equity investments accounted 54,935 (48,460) for using equity method Loss from long-term equity investments accounted (37,436,762) (1,842,325) for disposal of long-term equity investment Total 439,250,529 736,516,479 6 Transactions with related parties (1) Product procurement Related parties Nature of transaction 2023 2022 Subsidiary of the parent Product procurement 292,073,183 154,806,785 company Other related parties of the Product procurement 43,934,847 42,578,235 Company Total 336,008,030 197,385,020 113 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (2) Sales of goods Related parties Nature of transaction 2023 2022 Subsidiary of the parent Sales of goods 787,731,546 504,080,073 company Other related parties of the Sales of goods 3,184,145 2,952,493 Company Total 790,915,691 507,032,566 (3) Guarantee The Company as the guarantor Amount of Inception date of Maturity date of Guarantee Guarantee holder Currency guarantee guarantee guarantee expired (Y/N) Australia Kilikanoon Estate AUD 17,550,000 13 December 2018 13 December 2023 Y Australia Kilikanoon Estate AUD 4,800,000 1 March 2025 29 Feburary 2028 N (4) Leases (a) As the lessor Lease income Lease income Name of lessee Type of assets leased recognised in 2023 recognised in 2022 Other related parties of Offices and plants 2,513,220 2,139,886 the Company Subsidiary of the parent Offices buildings 85,714 85,714 company Total 2,598,934 2,225,600 (b) As the lessee Lease expense Lease expense Name of lessor Type of assets leased recognised in 2023 recognised in 2022 Other related parties of Office buildings 1,394,762 1,275,144 the Company Total Office buildings 1,394,762 1,275,144 7 Receivables from and payables to related parties Receivables from related parties 2023 2022 Provision for Provision for Item Related party Book value bad and Book value bad and doubtful debts doubtful debts Other related parties Accounts receivables 727,123 1,298 2,309,309 7,805 of the Company Other related parties Prepayments 4,472,159 - - - of the Company Subsidiary of the Other receivables 574,127,885 - 720,128,362 - parent company Subsidiary of the Other non-current assets 1,934,430,000 - 1,850,200,000 - parent company 114 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 Payables to related parties Item Related party 2023 2022 Other related parties of Accounts payable 13,895,970 35,944,149 the Company Subsidiary of the Other payables 441,681,129 421,781,524 parent company Other related parties of Other payables 400,000 471,869 the Company XVIII. Extraordinary gains and losses in 2023 Item Amount (1) Profit and loss from disposal of non-current assets 23,852,237 Government grants recognised through profit or loss (except for those which are closely related to the company’s normal operations, which the company is entitled to under established (2) 51,523,799 standards in accordance with government policies and which have a continuing impact on the profits and losses of the company) (3) Other non-operating income and expenses besides items above 9,137,420 Sub-total 84,513,456 (4) Tax effect (13,643,745) (5) Effect on non-controlling interests after taxation (2,504,497) Total 68,365,214 Note: Extraordinary gain and loss items (1) to (3) listed above are presented in the amount before taxation. XIX. 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.50. 115 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 (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: 2023 2022 Consolidated net profit attributable to ordinary 532,438,907 428,681,411 shareholders of the Company Extraordinary gains and losses attributable to 68,365,214 14,850,052 ordinary shareholders of the Company Consolidated net profit excluding extraordinary gain and loss attributable to the Company’s ordinary 464,073,693 413,831,359 equity shareholders Weighted average number of ordinary shares 685,464,000 685,464,000 outstanding Basic earnings per share excluding extraordinary 0.68 0.60 gain and loss (RMB/share) (3) Diluted earnings per share For calculation of the diluted earnings per share, please refer to Note V.50. (4) Diluted earnings per share excluding extraordinary gains and losses Diluted earnings per share excluding extraordinary gains and losses is calculated by dividing consolidated net profit excluding extraordinary gains and losses attributable to ordinary shareholders of the Company (diluted) by the weighted average number of ordinary shares outstanding (diluted): 2023 2022 Consolidated net profit attributable to ordinary 532,438,907 428,681,411 shareholders of the Company (diluted) Extraordinary gains and losses attributable to 68,365,214 14,850,052 ordinary shareholders of the Company Consolidated net profit excluding extraordinary gains and losses attributable to the Company’s 464,073,693 413,831,359 ordinary equity shareholders (diluted) Weighted average number of ordinary shares 685,670,893 685,464,000 outstanding (diluted) Diluted earnings per share excluding extraordinary 0.68 0.60 gains and losses (RMB/share) 116 Yantai Changyu Pioneer Wine Company Limited Financial statements for the year ended 31 December 2023 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: 2023 2022 Consolidated net profit attributable to ordinary 532,438,907 428,681,411 shareholders of the Company Weighted average amount of consolidated net 10,684,054,057 10,487,764,058 assets Weighted average return on net assets 4.98% 4.09% Calculation of weighted average amount of consolidated net assets is as follows: 2023 2022 Consolidated net assets at the beginning of the 10,579,053,733 10,447,884,183 year Effect of consolidated net profit attributable to 270,707,233 219,814,175 ordinary shareholders of the Company Effects of Restricted Share Incentive Plan 15,367,878 - Acquisition of non-controlling interests (1,140,487) - Effect of shares repurchased (Note V.37) (179,934,300) (179,934,300) Weighted average amount of consolidated net 10,684,054,057 10,487,764,058 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: 2023 2022 Consolidated net profit excluding extraordinary gain and loss attributable to the Company’s ordinary 464,073,693 413,831,359 equity shareholders Weighted average amount of consolidated net 10,684,054,057 10,487,764,058 assets Weighted average return on net assets excluding 4.34% 3.95% extraordinary gain and loss 117