(5) Company Bonds

Whether the Company exists public offering and lists on the Stock Exchange, and the Company is unable to fully pay company bonds in the approved announcement date of this annual report before maturity or in the maturity date.  

No.

3. Management Discussion and Analysis

(1) Brief introduction of operation situation during the report period

Whether the Company need to follow the disclosure requirement of special business?

No.

①Summary

In 2017, influenced by the slowdown of domestic economic growth, the overall domestic wine industry was relatively stable and the demand in wine maintained the growth momentum with small amplitude, but the impact from imported wine became ever more severe and entire domestic wine brands were weak; owing to significant decrease in production of international and domestic wine-making grapes, the price of bulk wine increased by a large margin; based on environmental protection and governance factors, the cost of packing materials continued increasing; with the investment projects’ gradually putting into operation, the depreciation of fixed assets increased. Above-mentioned adverse factors brought bigger challenges for the Company to achieve sustained and steady growth. Facing quite a lot of external disadvantages, the Company insisted in taking the market as the center, insisted the development strategy of “Focus on middle-and-high level, Focus on high quality, Focus on big product”, comprehensively implemented the development strategy of same importance between wine and brandy, optimized product structure and market layout, accelerated the development of new product and did best to promote product sales, achieving good results and realizing business income of CNY4932.55million with an increase of 4.56% compared with last year and net profit of CNY1031.69 million belonging to the parent company’s shareholders with an increase of 5.01% compared with last year.

②Analysis of main business

Review and summary of the process of the Company’s early-disclosed development strategy and business plan during the report period

During the report period, the Company realizes the business income of CNY4.93255billion with an increase of 4.56% compared with last year, exceeding the target fixed at the beginning of the year of realizing business income no less than CNY4.9billion. Facing to the unfavorable business environment, the Company insists the development trend of “Focus on middle and high level, Focus on high quality, Focus on big product”, fully implement the development strategy of same importance between wine and brandy, pushes hard on harmonious development of multi-liquor, which played an important part in realizing the increase in the business income.

The main work during the report period is shown as followed:

Firstly, the Company further integrated and perfected marketing system, accelerated new products’ launch in market, energetically developed E-business and export business and strengthened the management in market, achieving good results. During the report period, the Company optimized and integrated middle-and-low channel and B-category supermarket semi-direct supply company as well as distributors selling Castel, Noble Dragon or other main products, pushed out new products, such as 9th-generation Noble Dragon, new Zuishixian, Reserve five-star brandy and Cabernet Sauvignon dry white wine and so on, strived to expand E-business and export business and intensified the punishment to fleeing goods, effectively protecting distributors’ interest and realizing various degrees of increase in brandy, imported wine and other liquor as well as online sales and export business.

Secondly, the research for new products and new technologies was continued being conducted and the quality management was strengthened in order to improve technological level and product quality. The Company carried out 44 technology research, obtained 3 scientific and technological achievements at ministerial and provincial level, newly applied and obtained authorization of 8 national patent. The Company undertook three projects about Yantai scientific and technological development plan, including “Selection Research and Development Application of New Strain about Premium and Characteristic Grape Variety Cabernet Gernischt in Yantai Producing Region”, which passed result authentication and acceptance of China National Light Industry Council and Yantai Science and Technology Bureau and reached international advanced level. “Establishment and Application of Quality Evaluation and Control System about Premium Wine-making Grape Material and Wine” won first prize of China General Chamber of Commerce scientific and technological progress. The Company perfected quality control system, strengthened supervision, inspection and punishment degree, reinforced monitoring in key quality safety indicators, making product quality steadily improve. 2015 Golden-label Icewine of Changyu Golden Icewine Valley won special gold medal in 2017 IWSC. 2014 Merlot dry red wine of Xinjiang Changyu Balboa Family won gold medal in 2017 Decanter Asia Wine Awards.

Thirdly, informatization construction was steadily promoted and the market service ability of production system had a bigger improvement. The Company completed the construction of projects, such as first-phase ERP informatization of SAP and order production system of chateau wine and so on; fully implement the order production mode of chateau wine, shortened production cycle, reduced fund occupation and intensified management in the logistics link of chateau wine, effectively preventing the overstock of products; further standardized submission procedure of production and sales plan, assuring the timely grasp in the implementation situation of order and improving the level of market service ability of production system.

Fourthly, the procurement of raw materials, such as grapes, was completed successfully and the management in grape base was further strengthened. The Company comprehensively accomplished the procurement plan of raw material, such as grapes, and further deepened sort management and sort acquisition in grape base, making scientific and normative management in grape base reach a higher level; perfected grape purchase policy, improving the stable development of grape base; improved grape purchase standard and promoted raw material quality; actively introduced new grape variety, conducted selection and improvement work, cultivated a lot of new varieties, enriching the variety resource for future product development; took series of technology research and promotion work on how to improve raw material quality in self-supporting base and organized orchardist to take professional training on grape planting technology for many times, improving their level of grape planting and management.

Fifthly, the Company continued promoting internationalization strategy and steadily implemented overseas acquisition. This company, together with LAMBO SpA, establishes a joint venture enterprise Indomita Wine Company Chile, SpA (Chinese name: 智利魔狮葡萄酒简式股份公司, for short “Indomita Wine”). After establishment, as transferee, Indomita Wine acquires 100% equity of all three subsidiaries under Chile Bethwines. In addition, the Company reached the agreement in acquiring 80% equity of Kilikanoon Estate Pty Ltd in Australia with transferor.

③Revenue, sales and cost

1) Composition of operating incomes

                                                                Unit: CNY

2) Sales

3) Composition of operating costs

Unit: CNY

④Costs

Unit: CNY

⑤Cash flow

Unit: CNY

⑥Assets and liabilities situation

Unit: CNY

⑦Expectation for the Company’s future development

On the basis of our limited experience and special skills, we make the following estimation of the wine sector and the Company’s future development:

1) The sector competition setup and development trend

Under the slowdown effect of national macroscopic economy growth, the operation situation of the Company will become more severe, plus the change of the alcohol consumption environment, leading to difficulties in selling high-end products; Consumers tend to be more rational, which requires Changyu to make more efforts in improving the cost performance of products; Owing that influx of plenty of imported wines would further compress the domestic wine market shares and the new channels such as E-commerce cause great impact on the traditional sales channels, the competition in the domestic wine industry will still be fierce at present and in the future long time; Raw material cost, freight and depreciation expense and other expenses are likely to increase, bringing big pressure to the Company’s profitability. But in the long run, thanks to increase in their income, more and more people would pursue health and fashion life mode and the people would be in more favor of wines which fit quite well with the trend of consumption, ceaselessly stimulating the demands for premium wine. This decides that the Chinese wine industry owns a huge market development potential, especially that brandy and wine with high price ratio might have a faster growth. In addition, with the increased consumption by domestic middle class, “drink less, drink good, drink healthily” will become future tendency and wine will keep continuous and rapid development trend in China. In such a case of long-term coexistence of opportunities and challenges, those enterprises that possess strong brand influence and marketing ability, catch the opportunities, actively take adjustments, make full use of newly emerging and traditional sales channels, timely satisfy the consumers’ demands and provide products with high price ratio will have the opportunity to be the final winner of competition and then form a new structure of the future Chinese wine market.

2) The Company’s development strategy

The Company will insist the development direction of “Focus on middle-and-high level, Focus on high quality, Focus on big product”, comprehensively implement the development strategy of same importance between wine and brandy, endeavour to promote the harmonious development of various liquor; actively expand the scope of consumption field and marketing mode, industriously develop middle-and--high-end wines and brandy, strengthen the marketing level of imported wine and strive to provide consumers with a rich variety of products in high price ratio.

3) Management plan in new year

In 2018, the Company will try its best to realize business income of not less than CNY5.2 billion and control the main operating costs and three period expenses below CNY3.7 billion.

4) The measures the Company will take

In order to better catch the opportunities and face the challenges, the Company will take full advantage of self-owned advantages, adhere to market-orientation, intensify internal adjustment and reformation degree, enlarge subsidiaries’ autonomous right in operation, increase enterprise vitality, implement the performance assessment mode of mainly focusing on profit, pay attention to following aspects in 2018 in order to achieve the annual operation target:

Firstly, the Company will insist the development direction of focusing on middle-and-high-level products, focusing on high quality and focusing on big product. Based on product Characteristics, the Company will further clear brand positioning of wine, brandy and imported liquor and insist in focusing on the strategy of developing middle-and-high-level products. The Company will further perfect quality management traceability system and actively promote the construction of product quality traceability informatization system; build raw material base in premium wine-making grape region including France, Chile and Australia and so on in order to improve the scientific management level of domestic base and to assure the stable supply of premium bulk wine; take international advanced level as benchmarking, confirmedly promote high quality strategy, improve internal quality and external appearance of products in order to achieve the comprehensive transcendence to major competitive products. The Company will centralize resources to make several big products at different levels, through which the Company could promote the continuous improvement of the Company’s brand awareness and influence.

Secondly, the Company will reform sales system to build new sales system that could adapt to development requirement. The Company will further perfect the relatively-independent sales system construction of wine, brandy and imported liquor to promote comprehensive development of various liquor; through downsizing staff and improving efficiency, perfecting salary system and other measures, increase the salary of sales personnel, improve their work enthusiasm and stimulate the market vitality; strengthen system construction of backbone distributor, build unified customer complaint system facing distributors and customers, improve their internal motivation in selling Changyu products; focus on brand image of “Internationalization, High Quality”, actively develop the export business and improve brand influence.

Thirdly, the Company will carry out order mode and promote informatization system construction for production and sales plan. The Company will accelerate the informatization system construction, roundly promote order-driven mode, build the company into a smart factory, significantly improve the market service capacity of production system, reduce the inventory scale and fund occupation, thoroughly sole the problem of disconnection between production and sales.

Fourthly, the Company will strengthen finance governance to perfect evaluation system whose principal line is profit. The Company will establish the assessment system taking profit as main line to improve profitability; strengthen profit assessment in self-supporting grape base, perfect the budget management of various expense and control operating cost; optimize the Company’s analysis system of consolidated statement and financial assessment to improve supervision efficiency of financial assessment; continue reinforcing the management of major expense and consumption level; actively strive for project loan and policy-based fund loan to reduce loan cost; reinforce tax planning and reduce tax bearing level.

Fifthly, the Company will reinforce supervision and administration function to improve management level of overseas acquired enterprise. The Company will faithfully strengthen operation management of overseas asset to assure the healthy operation of overseas acquired enterprise; improve the positivity of overseas management team and build overseas acquired enterprise to be “International Marketing Platform”, “Grape Resource Platform” and “Technology Communication Platform” through series measures, such as reinforcing the third-party audit and perfecting enthusiasm policy and so on.

Sixthly, the Company will reasonably delegate power to lower levels and reinforce monitoring simultaneously to improve enthusiasm of subsidiaries. Meanwhile the Company delegates more autonomy in management to subsidiaries, the C will also reinforce supervision to ensure that the subsidiaries could maintain right development direction and operation trajectory.

Seventhly, the Company will steadily promote the construction of investment projects to assure the project quality. The Company will accelerate to complete the commissioning work of production lines in research and development center, improve production stability and give full play to high efficiency of production lines; accelerate to promote putting Tinlot chateau and Koya chateau into operation; complete the construction of second-phase SAP project in Changyu industrial park (Yantai Changyu international wine city).

(2) Whether major business has significant changes during the report period?

□Yes   RNo

(3) The condition of products accounting for over 10% in the Company’s main operating incomes or main operating profits

RAvailable   □Not available

Unit: CNY

(4) Whether there are features of operating seasonality or periodicity required special attention

□Yes   RNo

(5) Explanation for the operating income, operating cost, total net profit attributed to the common shareholders of the listed company or constituting major changes compared with former report period

□Available  RNot available

(6) Face of suspension and termination of listing

□Available  RNot available

(7) Related items involving financial report

①Explanation for the changes of the accounting policy, accounting estimation and accounting method

RAvailable  □Not available

In accordance with related regulation of Ministry of Finance, the Company plans to change the accounting policy about “Government Grants”. Detailed information are shown as follows:

Before the change: The Company executes 《Accounting Standard for Business Enterprises No. 16 - Government Grants》involved in《Notification of Ministry of Finance on Printing and Distributing 38 Items of Specific Standards Including 》(Cai Kuai [2006] No.3) printed and distributed by Ministry of Finance on February 15th, 2006. Hereby, the Company classifies received government grants into “Non-operating Income” on the basis of benefit period.

After the change: The Company executes《Accounting Standard for Business Enterprises No. 16 - Government Grants》(Cai Kuai [2017] No.15) formulated by Ministry of Finance. For the rest unchanged parts, the Company will still execute relevant standards and regulations published by Ministry of Finance on February 15th, 2006. Hereby, the accounting treatment in government grants will be divided into three classes: firstly, loan interest subsidy offsets “Financial Expense”; secondly, it is classified into “Other Income”; thirdly, those that are not relevant with operating activity are classified into “Non-operating Income”.

②During the report period, the situation explanation for the correction of major accounting errors which need to be retrospect and restated

□Available   RNot available

There is no situation for the correction of major accounting errors which need to be retrospect and restated.

③Compared with the previous year’s financial report, explanation for the changes of the consolidated statements scope.

RAvailable   □Not available

①On May 11th, 2017, this company, together with LAMBO SpA signed Agreement among Shareholders and Price Adjustment Agreement, establishes a joint venture enterprise Indomita Wine Company Chile, SpA (Chinese name: 智利魔狮葡萄酒简式股份公司, for short “Indomita Wine”) with an investment of USD4,190,000. This Company offers USD40,110,000, holding 85% equity of Indomita Wine. After establishment, as transferee, Indomita Wine offers USD47,190,000, acquiring 100% equity of all three subsidiaries under Chile Bethwines. On July 1st, 2017, this Company completed all the prerequisites regarding share purchase, obtaining the control of three subsidiaries under Chile Bethwines. During the report period, Indomita Wine and its subsidiaries all are included in the consolidate scope.

②On January 18th, 2017, this company newly establishes Sales & Marketing Company of Yantai Changyu Pioneer Wine Company Limited with the registered capital of CNY5million and the business scope of wholesale business and retail business. This newly established company is included in the consolidate scope during the report period.

Yantai Changyu Pioneer Wine Co. Ltd.

        Board of Directors

      　　　　April 23^rd,N 2018