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1、The 2018 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. 1 Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. 2018 Annual Report April 2019 The 2018 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. 2 Section I Important Statements, Contents and Definitions The Board of Directors
2、, Board of Supervisors, directors, supervisors and senior management of Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. (hereinafter referred to as the Company) hereby guarantee that the information presented in this report is free of any false records, misleading statements or material omissions, and
3、shall individually and together be legally liable for truthfulness, accuracy and completeness of its contents. Mr. Wang Yao, responsible person for the Company, Mr. Cong Xuenian, responsible person for accounting work and Mr. Yin Qiuming, responsible person for the Companys financial affairs (Accoun
4、ting Supervisor) have warranted that the financial statements in this report are true and complete. All directors all attended the board meeting to deliberate this report. The future plans and some other forward-looking statements mentioned in this report shall not be considered as virtual promises
5、of the Company to investors. Therefore investors are kindly reminded to pay attention to possible investment risks. In the annual report, the risks and countermeasures in the operation of the company are described in detail (see 9.Outlook for the future development of the Company in Section IV Perfo
6、rmance Discussion and Analysis). Investors are kindly reminded to pay attention to possible investment risks. The profit distribution plan approved by the board of directors: based on 1,506,988,000 shares, a cash dividend of CNY 32.00 will be distributed for every 10 existing shares held, 0 shares o
7、f bonus shares (tax inclusive), and reserves would not be converted into share capital. The companys Chinese 2018 Annual Report was publicly disclosed on the Shenzhen Stock Exchange and Juchao Info Net (info ) on 30 April 2019. If there is any variances between this English version and the Chinese o
8、ne, please refer to the latter. The 2018 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. 3 Contents Section I Important Statements, Contents and Definitions . 2 Section II Company Profile and Key Financial Results . 5 Section III Business Profile . 9 Section IV Performance Discussion a
9、nd Analysis . 12 Section V Significant Events . 28 Section VI Changes in Shares and Information about Shareholders . 58 Section VII Preference Shares . 66 Section VIII Profiles of Directors, Supervisory, Senior Management and Employees . 67 Section IX Corporate Governance . 77 Section X Information
10、about Corporate Bond . 85 Section XI Financial Report . 86 Section XII Documents Available for Preference . 220 The 2018 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. 4 Definitions Term Reference Definition The Company, this Company, Yanghe Joint-Stock Refer to Jiangsu Yanghe Brewery
11、 Joint-Stock Co., Ltd. Yanghe Group, Controlling shareholder Refer to Jiangsu Yanghe Group Co.,Ltd. The current year, In the reporting period Refer to 1 Jan. 2018 to 31 Dec. 2018 The report Refer to 2018 Annual Report Yuan, Ten thousand yuan, A hundred million yuan Refer to CNY 0.00, CNY 10,000,CNY
12、10,000,000.00 The shareholders meeting, the board of directors, the board of supervisors Refer to The shareholders general meeting, the board of directors and the board of supervisors of the Company Articles of incorporation Refer to Articles of incorporation of Jiangsu Yanghe Brewery Joint-Stock Co
13、., Ltd. SSE Refer to Shenzhen Stock Exchange SRC,CSRC Refer to China Securities Regulatory Commission SASAC of Suqian Refer to State-owned Assets Supervision and Administration Commission of Suqian Jiangsu Suya, Suya Jincheng, Accounting firm Refer to Jiangsu Suya Jincheng CPA LLP Blue Alliance Refe
14、r to Jiangsu Blue Alliance Joint-Stock Co., Ltd. Yanghe Branch of the Company Refer to Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. Yanghe Branch Siyang Branch of the Company Refer to Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. Siyang Branch Shuanggou Distillery Refer to Jiangsu Shuanggou Distiller
15、y Stock Co.,Ltd. Guijiu Company Refer to Guizhou Guijiu Co., Ltd. Lihuacun Liquor Refer to Hubei Lihuacun Liquor Industry Co., Ltd. The 2018 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. 5 Section II Company Profile and Key Financial Results 1. Corporate information Stock abbreviatio
16、n Yanghe Joint-Stock Stock code 002304 Stock exchange where the shares of the Company are listed Shenzhen Stock Exchange Name of the Company in Chinese 江苏洋河酒厂股份有限公司 Abbr. of the Company name in Chinese 洋河股份 Name of the Company in English (if any) Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. Abbr. of
17、 the Company name in English (if any) Yanghe Legal representative Wang Yao Registered address No.118 Middle Avenue, Yanghe Town, Suqian City, Jiangsu Province, China Postal code 223800 Business address No.118 Middle Avenue, Yanghe Town, Suqian City, Jiangsu Province, China Postal code 223800 Company
18、 website http:/ E-mail 2. Contact us Company Secretary Representative for Securities Affairs Name Cong Xuenian Lu Hongzhen, Sun Dali Address No. 18, Feng Hui Avenue, Yuhua Economic Development Zone, Nanjing Tel. 025-52489218 025-52489218 Fax 025-52489218 025-52489218 E-mail 3. Information disclosure
19、 and place where the annual report is kept Newspaper designated by the Company for information disclosure Securities Times, Shanghai Securities Times, China Securities Journal, Securities Daily Website designated by CSRC for the publication of the Annual Report http:/www. Place where the Annual Repo
20、rt of the Company is kept shareholder reading room, No.118 Middle Avenue, Yanghe Town, Suqian City, Jiangsu Province 4. Company registration and alteration The 2018 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. 6 Organization code 9132000074557990XP Changes in main business activitie
21、s since the Company was listed (if any) None Changes of controlling shareholders of the Company (if any) None 5. Other relevant information Accounting firm engaged by the Company Name of the accounting firm Jiangsu Suya Jincheng CPA LLP Business address of the accounting firm 22-23/F., Central Inter
22、national Plaza, NO.105-6 North Zhongshan Road, Nanjing. Name of accountants for writing signature Xu Xuzhen, Kan Baoyong Sponsors engaged by the Company to continuously perform its supervisory function during the reporting period Applicable N/A Financial adviser engaged by the Company to continuousl
23、y perform its supervisory function during the reporting period Applicable N/A 6. Key accounting data and financial indicators Whether the Company performed a retroactive adjustment to or restatement of accounting data due to changes of accounting policies and correction of accounting errors Yes No 2
24、018 2017 YoY Change 2016 Operating revenues (CNY) 24,159,801,994.68 19,917,942,238.16 21.30% 17,183,109,620.08 Net profits attributable to shareholders of the Company (CNY) 8,115,189,794.69 6,627,169,959.16 22.45% 5,827,168,870.88 Net profits attributable to share holders of the Company before non-r
25、ecurring gains and losses (CNY) 7,369,331,605.77 6,136,386,923.71 20.09% 5,406,580,095.74 Net cash flows from operating activities (CNY) 9,056,748,816.28 6,883,169,799.31 31.58% 7,405,044,600.62 Basic earnings per share (CNY/share) 5.3850 4.3976 22.45% 3.8668 Diluted earnings per share (CNY/share) 5
26、.3850 4.3976 22.45% 3.8668 The 2018 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. 7 Weighted average ROE 25.95% 24.08% 1.87% 24.01% At the end of 2018 At the end of 2017 YoY Change At the end of 2016 Total assets (CNY) 49,563,767,816.22 43,258,140,702.38 14.58% 38,804,062,249.63 Net
27、assets attributable to shareholders of the Company (CNY) 33,644,530,266.23 29,515,040,285.72 13.99% 26,052,771,070.00 7. Differences in accounting data under domestic and overseas accounting standards 7.1. Differences in the net profits and net assets disclosed in the financial reports prepared unde
28、r the international and China accounting standards Applicable N/A No such differences for the reporting period. 7.2. Differences in the net profits and net assets disclosed in the financial reports prepared under the outbound and China accounting standards Applicable N/A No such differences for the
29、reporting period. 8. Key financial results by quarter Unit: CNY Q1 Q2 Q3 Q4 Operating revenues 9,537,587,047.10 5,004,992,728.51 6,423,080,855.11 3,194,141,363.96 Net profits attributable to shareholders of the Company 3,475,147,603.50 1,529,844,167.72 2,033,763,138.67 1,076,434,884.80 Net profits a
30、ttributable to shareholders of the Company before non-recurring gains and losses 3,333,849,279.90 1,351,770,013.96 1,853,153,948.51 830,558,363.40 Net cash flows from operating activities 1,891,759,702.63 -232,993,935.52 4,215,706,857.52 3,182,276,191.65 Whether there are any material differences be
31、tween the financial indicators above or their summations and those which have been disclosed in quarterly or semi-annual reports Yes No 9. Non-recurring profits and losses The 2018 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. 8 Applicable N/A Unit: CNY Item 2018 2017 2016 Note Profi
32、t or loss from disposal of non-current assets (including the write-off portion of the impairment provision) 22,203,572.96 -8,598,844.11 -5,823,628.96 Government grants recorded in the profit or loss for the current period (except for the government grants closely related to the business of the Compa
33、ny and given at a fixed amount or quantity in accordance with the States uniform standards) 59,870,221.67 44,745,640.94 29,064,221.47 Except for effectively hedging business related to normal business operations of the company, profit or loss arising from the change in the fair value of held-for-tra
34、ding financial assets and liabilities, as well as investment profit or loss produced from the disposal of held-for-trading financial assets and liabilities and available-for-sale financial assets 56,995,537.28 90,627,738.02 128,763,897.76 Profit from the disposal of available-for-sale financial asse
35、ts Impairment provision reversal of the accounts receivable on which the impairment test is carried out separately 300,000.00 165,859.73 Other non-operating income and expenditure except above-mentioned items 27,967,026.98 11,559,390.23 10,469,328.20 Other profit and loss items that conform to the d
36、efinition of non-recurring gains and losses 827,837,138.81 516,824,879.08 398,923,011.53 Less: Corporate income tax 248,875,376.58 164,658,711.09 140,783,607.73 Minority interests (after tax) 139,932.20 17,057.62 190,306.86 Total 745,858,188.92 490,783,035.45 420,588,775.14 - Explain the reasons if
37、the Company classifies an item as a non-recurring profit and loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public-Non-Recurring Profits and Losses, or classifies any non-recurring profit or loss item me
38、ntioned in the said explanatory announcement as a recurring profit/loss item. Applicable N/A No such cases for the reporting period. The 2018 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co., Ltd. 9 Section III Business Profile 1. Business scope in the reporting period Whether the Company nee
39、ds to comply with the requirement disclosure of special industry. No The Company is mainly engaged in the production and sales of liquor. The production of liquor adopts solid-state fermentation, mainly including qu-making, brewing, blending and stocking, packaging and so on. The sales of liquor mai
40、nly adopt two modes, namely distribution and retailing. During the reporting period, the Companys primary business and business mode had not changed. According to the Guidelines for the Industry Classification of Listed Companies (2012 Revision) issued by CSRC, the Company belongs to C15 Manufacturi
41、ng industry of liquor, beverages and refined tea. The Company is a national large-scale liquor production enterprise. Among the enterprises in the liquor industry, the Company is the only one which has two Chinese time-honored brands, two famous Chinese liquor, namely Yanghe and Shuanggou and six Ch
42、inese well-known trademarks. The leading products of the Company are a series of mellow liquor including Dream Blue, Yanghe Spirit Classic, Shuanggou Zhenbaofang, Yanghe Daqu, Shuanggou Daqu, which have high brand awareness and reputation throughout the country. During the reporting period, the deve
43、lopment of liquor industry keeps growing in the fierce competition. High-end and secondary high-end Liquor both show obvious development advantages. The concentration and high-end orientation of the industry has accelerated significantly. According to the disclosed liquor industry periodic report, t
44、he Companys revenue and profit scale ranked the third place in the liquor industry. 2. Significant changes in the main assets 2.1 .Significant changes in the main assets Main assets Reasons for any significant change Construction in progress A decrease of 34.30% YoY was mainly due to construction in
45、 progress reaching the intended use condition and carried forward to fixed assets Cash and cash equivalents An increase of 106.42% YoY was mainly due to the increase of sales revenue in the current period and the increase of net cash flow generated from operating activities. Non-current assets due w
46、ithin one year An increase of 102.83% YoY was mainly due to the increase of trust financial products due within one year by the end of this period. Other current assets An increase of 30.29% YoY was mainly due to the increase of short-The 2018 Annual Report of Jiangsu Yanghe Brewery Joint-Stock Co.,
47、 Ltd. 10 term financial products by the end of this period. 2.2 .Main assets overseas Applicable N/A 3. Analysis of core competitiveness Whether the Company needs to comply with disclosure requirements of special industries No The Company has obvious advantages in natural environment, quality techno
48、logy, brand influence, marketing network and so on. It has formed the unique core competitiveness of the Company. The core competitiveness of the Company has not changed during the reporting period. 3.1 Natural environment advantage The Company is located in Suqian, the capital of liquor with three
49、rivers, two lakes and one wetland. It is one of the three famous wetlands in the world, which enjoys equal popularity with the Scotch whisky producing area and the French Cognac producing area. It is the only natural oxygen bar in Jiangsu province without acid rain. The long history and unique ecolo
50、gical environment provide a good source of water, soil and air for production of liquor and spirits. Especially the microorganism condition is significantly beneficial to producing liquor and spirits. The Yanghe brewing originated in the Sui and Tang Dynasties, flourished in the Ming and Qing Dynast