Company Code: 600132 Abbreviation of the Company: Chongqing Brewery
CHONGQING BREWERY CO., LTD.
ANNUAL REPORT 2022
IMPORTANT STATEMENTS
I. The Board of Directors, Board of Supervisors, Directors, Supervisors and the Senior Management of theCompany guarantee that the information presented in this report is free of any false records, misleadingstatements or material omissions, and shall bear individual and joint legal liabilities for the truthfulness,accuracy and completeness of its contents.
II. All Directors of the Company have attended the board meeting.
III. Pan-China Certified Public Accountants LLP has issued a standard unqualified audit report for theCompany.
IV. Jo?o Miguel Ventura Rego Abecasis, Legal Representative of the Company, Chin Wee Hua, the person incharge of accounting work and Liu Liping, the person in charge of accounting department (accountingsupervisor) hereby warrant that the financial statements in this annual report are true, accurate andcomplete.
V. The proposed profit distribution plan or the proposed plan of capitalization of capital reserves in thereporting period approved by the resolution of the Board of DirectorsThe Company plans to distribute cash dividends to all shareholders based on the total share capital of 483,971,198shares as of December 31, 2022. The total amount of cash dividends is CNY 1,258,325,114.80 (tax included). Thecash dividends to be distributed is derived from the operating profit of daily operation and is a kind of ordinarydividends. The Company plans to distribute cash dividends of CNY 2.60 per share (tax included). After theimplementation of the dividend distribution plan for 2022, the remaining undistributed profit in the consolidatedstatement of the Company is CNY 77.69 million, and the remaining undistributed profit in the statement of theparent company is CNY 302.83 million. The Company will not use capital reserve to increase share capital in 2022.
VI. Statement on risks of forward-looking statement
√ Applicable □ Not applicable
The annual report involves forward-looking statement such as future plans, which does not form substantivepromises to the investors by the Company. The investors shall pay attention to the investment risks.
VII. Whether the controlling shareholders and their related parties occupy funds non-operationallyNo
VIII. Whether there is guarantee provided to external entities in violation of the stipulated decision-makingproceduresNo
IX. Whether there are more than half of the directors who cannot guarantee the authenticity, accuracy andcompleteness of the annual report disclosed by the CompanyNo
X. Significant risk statementsThe Company has described the possible risks in detail in the report. Please refer to Section III “VI. Discussion andanalysis on the future development of the Company”.
XI. Others
□ Applicable √ Not applicable
CONTENTS
SECTION I DEFINITIONS ...... 5
SECTION II COMPANY BRIEF INTRODUCTION AND KEY FINANCIAL INDICATORS ...... 5
SECTION III MANAGEMENT’S DISCUSSION AND ANALYSIS ...... 9
SECTION IV CORPORATE GOVERNANCE ...... 28
SECTION V ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES ...... 54
SECTION VI SIGNIFICANT EVENTS ...... 62
SECTION VII CHANGES IN SHARES AND INFORMATION ABOUT SHAREHOLDERS ...... 98
SECTION VIII INFORMATION ON PREFERRED STOCKS ...... 104
SECTION IX INFORMATION ON BONDS ...... 104
SECTION X FINANCIAL REPORT ...... 104
| Documents Available for Inspection | Financial statements with the signatures and seal of the legal representative, the person in charge of accounting work and the person in charge of accounting department. |
| Original audit report with the seal of the accounting firm as well as the signature and the seal of the certified public accountant. | |
| The originals of company documents and announcements disclosed publicly on the newspapers designated by CSRC during the reporting period. |
SECTION I DEFINITIONS
I. DefinitionsIn the report, unless otherwise indicated in meanings, the following words have meanings as follows:
| Interpretation of common terms | ||
| CSRC | Refers to | China Securities Regulatory Commission |
| SSE | Refers to | Shanghai Stock Exchange |
| Company, the Company, the listed company | Refers to | Chongqing Brewery Co., Ltd. |
| Carlsberg Foundation | Refers to | Carlsberg Foundation |
| Carlsberg | Refers to | Carlsberg A/S |
| Carlsberg Breweries | Refers to | Carlsberg Breweries A/S |
| Carlsberg Brewery HK | Refers to | Carlsberg Brewery HongKong Limited |
| Carlsberg Consultancy | Refers to | Guangzhou Carlsberg Consultancy and Management Services Co., Ltd. |
| Carlsberg Chongqing Brewery, Chongqing Jianiang | Refers to | Carlsberg Chongqing Brewery Co., Ltd., original Chongqing Jianiang Brewery Co., Ltd. |
| Major assets restructuring, MAR, the current restructuring | Refers to | Major assets purchase of Chongqing Brewery Co., Ltd. and the joint capital increase in the joint venture & related-party transaction |
| Asset Package A | Refers to | The collective name of 100% of equity in Carlsberg (China) Breweries and Trading Company Limited, 100% of equity in Carlsberg Beer Enterprise Management (Chongqing) Company Limited, 99% of equity in Carlsberg Brewery (Guangdong) Company Limited and 100% of equity in Kunming Huashi Brewery Company Limited held by Carlsberg Consultancy |
| Asset Package B | Refers to | The collective name of 100% of equity in Xinjiang Wusu Breweries Company Limited and 70% of equity in Ningxia Xixia Jianiang Brewery Company Limited held by Carlsberg Breweries |
SECTION II COMPANY BRIEF INTRODUCTION AND KEY
FINANCIAL INDICATORS
I. Company Information
| Chinese Name of the Company | 重庆啤酒股份有限公司 |
| Chinese Abbreviation of the Company | 重庆啤酒 |
| English Name of the Company | Chongqing Brewery Co., Ltd. |
| English Abbreviation of the Company | CBC |
| Legal Representative of the Company | Jo?o Miguel Ventura Rego Abecasis |
II. Contact Person and Contact Information
| Board Secretary | Securities Affairs Representative | |
| Name | Deng Wei | Li Xiaoyu |
| Contact Address | Floor 13, Kingold Century, No.62, Jinsui | Floor 13, Kingold Century, No.62, Jinsui |
| Road, Tianhe District, Guangzhou City, Guangdong Province | Road, Tianhe District, Guangzhou City, Guangdong Province | |
| Tel. | 4001600132 | 4001600132 |
| Fax | 020-28016518 | 020-28016518 |
| CBCSMIR@carlsberg.asia | CBCSMIR@carlsberg.asia |
III. Basic Information
| Company Registered Address | No. 9, Hengshan East Road, Dazhulin Sub-district, High and New Tech Industry Park, Northern New District, Chongqing |
| Company Business Address | Floor 13, Kingold Century Finance Center, No. 62, Jinsui Road, Tianhe District, Guangzhou City, Guangdong Province |
| Postal Code of Company Business Address | 510623 |
| Company Website | www.carlsbergchina.com.cn |
| CBCSMIR@carlsberg.asia |
IV. Information Disclosure and Storage Location
| Name and website of the media used by the Company for disclosure of annual report | China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily |
| Website of stock exchange used by the Company for disclosure of annual report | www.sse.com.cn |
| Storage location of annual report of the Company | Board Office of the Company |
V. Stock Profile of the Company
| Stock Profile of the Company | ||||
| Type of Sock | Stock Exchange | Stock Abbreviation | Stock Code | Previous Stock Abbreviation |
| A-shares | Shanghai Stock Exchange | Chongqing Brewery | 600132 | None |
VI. Other Related Information
| Accounting Firm (Domestic) Engaged by the Company | Name | Pan-China Certified Public Accountants LLP |
| Business Address | Tower B, China Resources Building, No. 1366, Qianjiang Road, Shangcheng District, Hangzhou City, Zhejiang Province | |
| Name of Certified Public Accountants with Signatures | Huang Qiaomei, Zhao Xingming |
VII. Key Accounting Data and Financial Indicators in the Past Three Years(I) Key Accounting Data
Monetary unit: RMB Yuan
| Items | Year 2022 | Year 2021 | YoY growth rate (%) | Year 2020 |
| Operating revenue | 14,039,040,539.45 | 13,119,310,688.30 | 7.01 | 10,941,631,163.32 |
| Net profit attributable to | 1,263,604,930.09 | 1,166,243,415.91 | 8.35 | 1,076,838,516.18 |
| Items | Year 2022 | Year 2021 | YoY growth rate (%) | Year 2020 |
| shareholders of the Company | ||||
| Net profit attributable to shareholders of the Company after deducting non-recurring profit or loss | 1,234,338,183.95 | 1,142,853,438.97 | 8.00 | 473,614,955.09 |
| Net cash flows from operating activities | 3,752,648,258.54 | 3,564,787,113.40 | 5.27 | 3,689,730,875.73 |
| December 31, 2022 | December 31, 2021 | YoY growth rate (%) | December 31, 2020 | |
| Net assets attributable to shareholders of the Company | 2,056,155,782.63 | 1,754,545,104.23 | 17.19 | 585,289,188.94 |
| Total assets | 12,497,542,168.83 | 11,532,809,144.20 | 8.37 | 9,595,373,073.62 |
(II) Key Financial Indicators
| Items | Year 2022 | Year 2021 | YoY growth rate (%) | Year 2020 |
| Basic EPS (yuan/share) | 2.61 | 2.41 | 8.35 | 2.23 |
| Diluted EPS (yuan/share) | 2.61 | 2.41 | 8.35 | 2.23 |
| Basic EPS after deducting non-recurring profit or loss (yuan/share) | 2.55 | 2.36 | 8.00 | 0.98 |
| Weighted average ROE (%) | 69.25 | 99.69 | -30.44 | 45.55 |
| Weighted average ROE after deducting non-recurring profit or loss (%) | 67.65 | 97.69 | -30.04 | 36.89 |
Remarks on key accounting data and financial indicators in the past three years
□ Applicable √ Not applicable
VIII. Difference in accounting data under domestic and foreign accounting standards(I) Difference between the net profits and the net assets attributable to shareholders of the listed company
in the financial reports disclosed simultaneously according to the international accounting standard andChina accounting standard
□ Applicable √ Not applicable
(II) Difference between the net profits and the net assets attributable to shareholders of the listed companyin the financial reports disclosed simultaneously according to the foreign accounting standard and Chinaaccounting standard
□ Applicable √ Not applicable
(III) Statement of differences between foreign and domestic accounting standards:
□ Applicable √ Not applicable
IX. Key quarterly financial data in 2022
Monetary unit: RMB Yuan
| First quarter (January-March) | Second quarter (April-June) | Third quarter (July-September) | Fourth quarter (October-December) |
| Operating revenue | 3,832,515,081.07 | 4,103,236,061.48 | 4,247,364,892.75 | 1,855,924,504.15 |
| Net profit attributable to shareholders of the Company | 340,584,126.98 | 386,990,647.80 | 454,728,429.61 | 81,301,725.70 |
| Net profit attributable to shareholders of the Company after deducting non-recurring profit or loss | 334,829,313.37 | 380,916,164.92 | 445,285,432.32 | 73,307,273.34 |
| Net cash flows from operating activities | 1,131,694,376.54 | 1,567,537,555.56 | 1,503,308,149.18 | -449,891,822.74 |
Remarks on differences between quarterly data and data disclosed in periodic report
□ Applicable √ Not applicable
X. Non-recurring profits or loss
√ Applicable □ Not applicable
Monetary unit: RMB Yuan
| Items | Year 2022 | Note No. (if applicable) | Year 2021 | Year 2020 |
| Gains/ Losses on disposal of non-current assets | -2,686,096.87 | -9,751,391.35 | 34,164,203.38 | |
| Government grants included in profit or loss (excluding those closely related to operating activities of the Company, satisfying government policies and regulations, and continuously enjoyed with certain quantity/quota based on certain standards) | 56,173,947.41 | 49,841,416.83 | 69,735,729.36 | |
| Net profit on subsidiaries acquired through business combination under common control from the beginning of the period to the combination date | 1,133,174,334.09 | |||
| Gains or losses on changes in fair value of held-for-trading financial assets, derivative financial assets, held-for-trading financial liabilities and derivative financial liabilities, and investment income from disposal of held-for-trading financial assets, derivative financial assets, held-for-trading financial liabilities, derivative financial liabilities and other debt investments, excluding those arising from hedging business related to operating activities | 11,322,859.61 | 15,893,505.64 | 8,832,550.54 | |
| The reversed provision for impairment of receivables and contract assets based on impairment testing on an individual basis | 368,172.05 | |||
| Other non-operating income or expenses | 4,495,553.47 | 6,356,848.71 | -14,500,100.54 | |
| Other profit or loss satisfying the definition of non-recurring profit or | 1,802,741.69 |
| Items | Year 2022 | Note No. (if applicable) | Year 2021 | Year 2020 |
| loss | ||||
| Less: Enterprise income tax affected | 15,007,349.22 | 15,591,614.27 | 22,976,031.18 | |
| Non-controlling interest affected (after tax) | 27,203,082.00 | 23,358,788.62 | 605,207,124.56 | |
| Total | 29,266,746.14 | 23,389,976.94 | 603,223,561.09 |
Remarks on other profit or loss satisfying the definition of non-recurring profit or loss and remarks on defining non-recurring profit or loss listed in the “Interpretation Pronouncement on Information Disclosure Criteria for PublicCompanies No. 1 – Non-Recurring Profit or Loss” as recurring profit or loss.
□ Applicable √ Not applicable
XI. Items measured at fair value
√ Applicable □ Not applicable
Monetary unit: RMB Yuan
| Items | Opening balance | Closing balance | Increase/Decrease | Effect on current profit before tax |
| Held-for-trading financial assets | 501,088,888.89 | -501,088,888.89 | 11,322,859.61 | |
| Other equity instrument investments | 13,210,379.78 | 14,303,331.73 | 1,092,951.95 | 344,606.28 |
| Derivative financial assets | 3,829,356.40 | 3,829,356.40 | ||
| Derivative financial liabilities | 2,616,336.56 | 2,616,336.56 | ||
| Total | 514,299,268.67 | 20,749,024.69 | -493,550,243.98 | 11,667,465.89 |
XII. Others
□ Applicable √ Not applicable
SECTION III MANAGEMENT’S DISCUSSION AND ANALYSIS
I. Discussion and Analysis on Business SituationIn 2022, external factors affected the Company’s production and sales in some of its key markets. While prioritizingthe health and safety of employees, the Company took proactive measures to seize market opportunities, whichyielded yet another growth in sales, revenue and profit, successfully concluding Sail 22 and laying a solid foundationfor Sail 27.In 2022, beer enterprises above designated size in China produced 35.687 million kiloliters of beer, up sightly by
1.1% year on year (Data source: National Bureau of Statistics; statistic). In 2022, the Company’s sales volumeoutperformed the industry level with a year-on-year growth of 2.4%.(I) Brands. In 2022, the Company carried on Sail 22 with focused and extensive efforts. With diversified productmix and brands following the asset restructuring, and a brand portfolio featuring “International Premium Brands +Local Power Brands”, the Company has continued to drive product premiumization and innovate its sales model.In terms of local brands, the Company continued to enhance its core competitiveness in key markets and drivepremiumization growth through R&D and innovation. In the first quarter of 2022, the Chongqing brand launchedPrime Brew in the premium price zone, which achieved expected growth and received positive market response. An
experience store in collaboration between the brand and "Hou Hot Pot" began soft opening on East Nanjing Road,Shanghai at the end of 2022, which will further boost the consumption scenario of “eating Chongqing hot pot anddrinking Chongqing beer”. It also represents the Company’s attempt to integrate the two industries—advancedmanufacturing industry and modern service industry.The Wusu brand continued to strengthen its hardcore image. With Mr. Wu Jing as the new face of the brand, Wusu’snational visibility heightened rapidly, accelerating its pace of expansion nationwide. In the mean time, the brand’sproduct portfolio was further improved. The launch of Wusu Dark Lager and Wusu White Beer in the first quarterof 2022 effectively drove premiumization and captured new growth opportunities. Wusu Big Big Q started softopening in Joy City, Shanghai at the end of 2022, using the concept of barbecue to create an offline experiencescenario for customers to enjoy Wusu.The Company has continued to invest in the Shancheng brand and bring the brand closer to consumers throughchannel marketing activities such as “Beer Open to Win”. In 2022, Shancheng saw double-digit growth in theChongqing region.In respect of international brands, through its new spokespersons and a variety of marketing campaigns with attitude,Tuborg conveyed its “WHY NOT” brand attitude to young people, expanding its market nationwide and establishingitself as a young international brand. Tuborg Pure Draft accelerated growth, driving Tuborg’s premiumization andestablishing itself as another hit product alongside Tuborg Green.Carlsberg saw sustained volume growth by continuing to engage with young consumers through art and innovation.During the Spring Festival 2022, Carlsberg worked with a world-renowned artist to launch a limited editionpackaging to celebrate the Year of the Tiger, further promoting its brand image as youthful and premium.Capitalizing on the occasion of its 175th anniversary, Carlsberg launched limited special brews in June 2022, whichquickly sold out. The brand then collaborated with artists to create 175th anniversary commemorative packagingbased on the concept of “City Torrent: Flowing from Denmark to China”, conveying the brand’s pursuit of betterwhile meeting consumers’ needs for art and quality. Additionally, Carlsberg celebrated 30 years of its partnershipwith Liverpool FC by launching limited edition packs and marketing campaigns, which were well-received anddrove consumer purchases.Kronenbourg 1664 saw heightened brand visibility thanks to its positioning as a symbol of French elegance and theinfluence of its global brand spokesperson, Ms. Dilireba. The brand’s “Good Taste with A Twist” positioning furthertook hold among consumers. 1664 Prestige, a beer brewed with French champagne yeast, was launched in 2022,further boosting French romance. The product was awarded the “Premium Selection White Beer New Arrival Award”by Hurun Report, making it the only award-winning beer in this category.Somersby saw rapid growth in 2022. The launch of three new flavors—mango lime, watermelon, and elderflowerlime—brought the total number of flavors on offer to five. Its brand awareness continued to grow thanks to acombination of diverse and effective marketing campaigns.Craft brands continued to enhance their brand volume and visibility through personalized social mediacommunication and campaigns. Among them, Jing-A held a Spring Festival Challenge on Douyin (The Chineseversion of Tiktok), Grimbergen revitalized its image. Brooklyn created an American-style dining scene inpartnership with Shake Shack, an Internet-famous hamburger brand, thereby attracting young consumers whileexpanding channels and encouraging product tryouts.(II) Sales. The Company’s position in core markets was strengthened with continued growth in revenue/hl.The Big City Plan accelerated with the addition of 15 new big cities. Sub-premium and above products accountedfor more than 80% of the total therein. Despite some big cities being affected by external factors, the overall growthof the Big City Plan was in line with the Company’s expectation. Notably, the average growth rate of the newlyadded big cities was higher than that of the overall Big City Plan.With respect to new retail, e-commerce has enabled brand resources to be maximized. Based on consolidatedpartnership with Tmall and JD.com, the Company achieved rapid growth by accelerating business expansion onDouyin and community group purchase. In addition, the Company innovated its marketing strategy by embracing
e-commerce as an important brand-building window. Focusing on effect-based media operations, audienceoperations, content operations and creation of platform marketing IP, the Company turned e-commerce events intobrand events, which not only improved brand recognition and favorability, but also greatly increased the number ofnew users and conversions. O2O saw rapid growth in GMV, with business increase observed acrosscatering&takeaway O2O, modern channel O2O and traditional channel O2O. The Company continued to attractnew business partners by collaborating with different industries.The Company achieved a record high market share in traditional channels by the end of the year. Whilestrengthening its on-trade channel, the Company also increased its market share in the off-trade channel throughvarious initiatives, including consumer events, promotional packs, portfolio displays, and improved in-storeimplementation standards.The digitization of the Company’s business processes and sales channels has been accelerated to drive more businessopportunities.(III) Supply chain. The Company further optimized its supply network layout. In 2022, Xichang Brewery and KorlaBrewery completed capacity expansion, and Wanzhou Brewery resumed production, which effectively supportedthe growing market demand. With an additional investment of 462 million yuan, Foshan Brewery will be built intoa new, modern brewery that is green, safe, advanced, and efficient.Committing to providing consumers with higher quality beer, the Company held a taste evaluation competition. Anumber of metrics, including the optimization of fermentation process, yeast activity management, and improvingcarbon dioxide purity, were used to improve the result of taste evaluation and meet consumers’ taste for high-qualitybeer. For the second year in a row, the Company won the most awards in the International Beer Challenge held byChina Alcoholic Drinks Association, with 11 products awarded, including Chongqing Extra Malt, which was on theawarded list for the third time.(IV) ESG. In 2022, the Company successfully completed all tasks under its sustainable development programme“Together Towards Zero” and launched the ESG programme “Together Towards Zero and Beyond (TTZAB)”.In terms of “ZERO Accidents Culture”, the Company actively promoted risk assessments for high-risk operations,implemented work permit requirements and monitored construction sites. A three-level safety training system wasintroduced by the Company to enhance employee safety awareness and ability. In 2022, its total number of lost-time accidents decreased by 92% compared with 2018, effectively ensuring the safety of employees.In terms of “ZERO Carbon Footprint”, the Company’s breweries have reduced CO2 emissions by 75% perhectolitres (hl) of beer produced since 2015, exceeding the Group’s target of a 50% reduction by 2022. Thisachievement is thanks to the use of 100% renewable electricity at the Company’s breweries since 2020, as well asimprovements in combined energy (thermal and electricity) efficiency. Between 2015 and 2022, the Companyreduced a total of 230,000 tons of CO2, which is equivalent to planting more than 9,000 mu (an equivalent of around600 hectares) of trees and taking more than 80,000 cars off the road for a year.In terms of “ZERO Farming Footprint”, the Company attached great importance to grains recycling. By leveragingthe law of nature and ecosystemic approaches to maximize the potential of spent grains and waste yeast, andrecycling by-products from brewing for agriculture and husbandry purposes, a harmony between the Company andnature was realized. In 2022, about 190,000 tons of spent grains and approximately1.66 million tons of waste yeastwere collected and recycled by the Company.In terms of “ZERO Packaging Waste”, the Company used glass bottles made from 60% recycled materials, alongwith labels made from eco-friendly ink and PVC-free materials, which minimized environmental pollution causedby materials. Also, more lightweight glass bottles were sourced during the procurement process, which reduced10,000 tons of glass consumption and more than 3,000 tons of carbon emissions throughout the year.In terms of “ZERO Water Waste”, the Company’s breweries have cut water consumption to 2.24 hectolitres (hl)/hlin 2022 from 3.87 hl/hl in 2015. That is a 42.12 % reduction, beating our 25% target for 2022. In general, its majorbreweries reduced their water use to 2.1 hl/hl in 2022, far lower than the industry average of 3.5 hl/hl. Waterefficiency at Dazhulin Brewery in Chongqing was down to 1.77 hl/hl, reaching an industry-leading level globally.
In terms of “ZERO Irresponsible Drinking”, the Company participated in the National Responsible DrinkingAwareness Week, and actively communicated responsible drinking messages through brand events such as theTuborg Music Festival. In 2022, Chongqing and Tuborg spokespersons jointly advocated for responsible drinking,urging minors not to drink, and further spreading the idea of responsible drinking to over 4.5 million consumers.
II. Information on the Company's Industry during the Reporting PeriodThe data of National Bureau of Statistics showed that the output of national above brewery enterprise was 35.687million kiloliters in 2022, with year-on-year growth of 1.1%.
III. Information on the Companys Business Conditions during the Reporting PeriodThe Company is mainly engaged in the business of manufacturing and sales of beer products.In terms of operation mode, the Company implements regional management. In the link of purchase, it adopts thecentralized purchase and scattered orders; in the link of supply, it organizes the production and inventory accordingto “determining production based on sales”, and in the link of sales, distributor agency dominates, and the directmarketing assist.
IV. Analysis of Core Competitiveness during the Reporting Period
√ Applicable □ Not applicable
The company is the operating platform in China of the world-leading Carlsberg Group Denmark. China is the largestmarket of Carlsberg Group in the world. According to the Sail 27 strategy towards 2027, "Keep Wining in China"is listed as one of the strategic priorities of Carlsberg Group to become a successful, professional and attractive beercompany in China.In terms of market channels, the company has a marketing network covering all provinces, regions and cities acrossthe country. We have high-quality customer resources, strong brand advantages and stable sales channels in eachdominant market area.In terms of brand portfolio, the company can meet the diversified needs of consumers for high-quality beer relyingon the strong brand portfolio of "International Premium Brands + Local Power Brands". International brands includeCarlsberg, Tuborg, Kronenbourg 1664, Grimbergen, Brooklyn, Somersby, etc., and local brands include Wusu,Chongqing, Shancheng, Xixia, Dali, WFSM, Jing-A, etc.In terms of supply chain network, the company possesses 26 breweries, forming a joint force for efficient operationby linkage in a wide area in the procurement, production, logistics and other links.In terms of marketing and promotion, the company improves the efficiency of marketing and promotion bycomplementing the overall operation and brand with clearer brand image and richer marketing methods.
V. Main operating conditions during the reporting periodIn 2022, the Company sold 2.8566 million kiloliters of beer, an increase of 2.41% compared with 2.7894 millionkiloliters in 2021. The operating revenue in 2022 was 14.039 billion yuan, an increase of 7.01% compared with
13.119 billion yuan in 2021. Net profit attributable to shareholders of the Company in 2022 amounted to 1.264billion yuan, an increase of 8.35% compared with 1.166 billion yuan in 2021. Net profit attributable to shareholdersof the Company after deducting non-recurring profit or loss in 2022 amounted to 1.234 billion yuan, an increase of
8.00% compared with 1.143 billion yuan in 2021.
(I) Main business analysis
1. Analysis on changes in relevant items of income and cash flow statement
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative | Percentage of change (%) |
| Operating revenue | 14,039,040,539.45 | 13,119,310,688.30 | 7.01 |
| Operation cost | 6,952,428,993.91 | 6,436,358,227.59 | 8.02 |
| Selling expenses | 2,326,217,227.20 | 2,212,894,661.26 | 5.12 |
| Administrative expenses | 534,570,348.93 | 516,877,144.95 | 3.42 |
| Financial expenses | -56,102,848.78 | -15,880,844.25 | 253.27 |
| R&D expenses | 110,747,936.06 | 163,151,284.60 | -32.12 |
| Net cash flows from operating activities | 3,752,648,258.54 | 3,564,787,113.40 | 5.27 |
| Net cash flows from investing activities | -388,086,486.41 | -1,151,748,524.33 | -66.30 |
| Net cash flows from financing activities | -2,133,485,949.36 | -2,013,680,615.14 | 5.95 |
Remarks:
Changes in financial expenses is mainly due to the year-over-year increase in interest income.Changes in R&D expenses is mainly due to the decrease in R&D input.Changes in net cash flows from investing activities is mainly due to the withdrawal of unmatured structural depositat the end of period of last year.
Remarks on significant changes in business type, profit composition or source in the current period.
□ Applicable √ Not applicable
2. Revenue and cost analysis
√ Applicable □ Not applicable
(1). Information on main businesses by industry, product, region and sales model
Monetary unit: RMB Yuan
| Information on main businesses by industry | ||||||
| By industry | Operating revenue | Operating cost | Gross margin (%) | Increase or decrease in operating revenue compared with the last year (%) | Increase or decrease in operating cost compared with the last year (%) | Increase or decrease in gross margin compared with the last year (%) |
| Beer | 13,696,216,606.60 | 6,702,990,258.86 | 51.06 | 6.71 | 7.35 | -0.29 percentage point |
| Information on main businesses by product | ||||||
| By product | Operating revenue | Operating cost | Gross margin (%) | Increase or decrease in operating revenue compared with the last year (%) | Increase or decrease in operating cost compared with the last year (%) | Increase or decrease in gross margin compared with the last year (%) |
| International brand | 4,873,186,731.33 | 2,275,681,882.60 | 53.30 | 7.93 | 11.26 | -1.40 percentage points |
| Local brands | 8,823,029,875.27 | 4,427,308,376.26 | 49.82 | 6.04 | 5.45 | 0.28 percentage point |
| Information on main businesses by region | ||||||
| By region | Operating revenue | Operating cost | Gross margin (%) | Increase or decrease in operating revenue compared with the last year (%) | Increase or decrease in operating cost compared with the last year (%) | Increase or decrease in gross margin compared with the last year (%) |
| Northwestern region | 3,979,442,915.78 | 2,191,358,850.08 | 44.93 | -5.09 | -1.84 | -1.83 percentage points |
| Central region | 5,905,954,274.57 | 3,025,074,418.25 | 48.78 | 11.10 | 11.21 | -0.05 percentage point |
| Southern region | 3,810,819,416.25 | 1,486,556,990.53 | 60.99 | 14.57 | 15.13 | -0.19 percentage point |
| Information on main businesses by sales model | ||||||
| Sales model | Operating revenue | Operating cost | Gross margin (%) | Increase or decrease in operating revenue compared with the last year (%) | Increase or decrease in operating cost compared with the last year (%) | Increase or decrease in gross margin compared with the last year (%) |
| Direct marketing (including group purchase) | 67,790,493.66 | 31,085,716.59 | 54.14 | -9.77 | -9.29 | -0.25 percentage point |
| Wholesale agency | 13,628,426,112.94 | 6,671,904,542.27 | 51.04 | 6.80 | 7.44 | -0.30 percentage point |
Statement of main businesses by industry, product, region and sales modelNot applicable
(2). Analytical statement of production and sales volume
√ Applicable □ Not applicable
| Main | Unit | Production | Sales | Inventory | Increase or | Increase or | Increase or |
| products | volume | volume | volume | decrease of production volume compared with that of last year (%) | decrease of sales volume compared with that of last year (%) | decrease of inventory volume compared with that of last year (%) | |
| International brand | kl | 764,498.79 | 774,106.28 | 88,951.65 | 4.94 | 6.18 | 29.41 |
| Local brands | kl | 2,017,694.30 | 2,082,511.24 | 197,665.82 | 0.13 | 1.08 | 12.29 |
Statement of production and sales volumeNot applicable
(3). Performance of major purchase contract and major sales contract
□ Applicable √ Not applicable
(4). Cost analysis statement
Monetary unit: RMB Yuan
| By industry | |||||||
| By industry | Cost items | Amount of this period | Proportion of the amount in this period out of the total cost (%) | Amount of the same period in the last year | Proportion of the amount in the same period of last year out of the total cost (%) | Proportion of changes in the amount of this period compared with the same period of last year (%) | Statement of situation |
| Alcohol, beverage and refined tea manufacturing industry | Raw material cost | 4,353,191,926.22 | 64.94 | 4,130,177,575.61 | 66.15 | 5.40 | |
| Alcohol, beverage and refined tea manufacturing industry | Labor cost | 581,342,607.96 | 8.67 | 592,464,471.79 | 9.49 | -1.88 | |
| Alcohol, beverage and refined tea manufacturing industry | Production costs | 672,881,885.81 | 10.04 | 624,542,924.69 | 10.00 | 7.74 | |
| Alcohol, beverage and refined tea | Others | 1,095,573,838.87 | 16.34 | 896,764,387.39 | 14.36 | 22.17 | |
| manufacturing industry | |||||||
| Total | 6,702,990,258.86 | 100.00 | 6,243,949,359.48 | 100.00 | 7.35 | ||
| By products | |||||||
| By product | Cost items | Amount of this period | Proportion of the amount in this period out of the total cost (%) | Amount of the same period in the last year | Proportion of the amount in the same period of last year out of the total cost (%) | Proportion of changes in the amount of this period compared with the same period of last year (%) | Statement of situation |
| Beer | Raw material cost | 4,353,191,926.22 | 64.94 | 4,130,177,575.61 | 66.15 | 5.40 | |
| Beer | Labor cost | 581,342,607.96 | 8.67 | 592,464,471.79 | 9.49 | -1.88 | |
| Beer | Production costs | 672,881,885.81 | 10.04 | 624,542,924.69 | 10.00 | 7.74 | |
| Beer | Others | 1,095,573,838.87 | 16.34 | 896,764,387.39 | 14.36 | 22.17 | |
| Total | 6,702,990,258.86 | 100.00 | 6,243,949,359.48 | 100.00 | 7.35 | ||
Statement of cost analysis and other situationNone
(5). The equity change of main subsidiaries during the reporting period caused change of the merge scope
□ Applicable √ Not applicable
(6). Significant changes or adjustment of business, products or services of the Company in the reportingperiod
□ Applicable √ Not applicable
(7). Information on major sales customers and suppliers
A. Information on main sales customers of the Company
√ Applicable □ Not applicable
The sales volume of top five customers is RMB 637.7931 million, accounting for 4.54% of the total annual sales;Where, the sales volume of related party in the sales volume of top five customers is RMB 0, accounting for 0% ofthe total annual sales.
The proportion of sales to a single customer during the reporting period exceeds 50% of the total amount; there arenew customers among the top five customers or a few customers are heavily relied on
□ Applicable √ Not applicable
B. Information on main suppliers of the Company
√ Applicable □ Not applicable
The purchase amount of top five suppliers is RMB 1,266.98 million, accounting for 11.95% of the total annualpurchase amount; wherein, the purchase amount of related party in the sales volume of top five suppliers is RMB0, accounting for 0% of the total annual purchase amount.
The proportion of purchase to a single supplier during the reporting period exceeds 50% of the total amount; there
are new suppliers among the top five suppliers or a few suppliers are heavily relied on.
□ Applicable √ Not applicable
Other remarksNone
3. Expenses
√ Applicable □ Not applicable
The rise in selling expense is mainly due to increase of market advertising expense to drive the business development.The rise in administration expense is Mainly due to annual wage adjustment and increase of IT expense to offsetthe decrease of intermediary fee.
4. R&D input
(1). Details on R&D input
√ Applicable □ Not applicable
Monetary unit: RMB Yuan
| Amount expensed in the current period | 110,747,936.06 |
| Amount capitalized in the current period | 0.00 |
| Total R&D input | 110,747,936.06 |
| % to total operating revenue | 0.79 |
| Proportion of R&D input capitalized (%) | 0.00 |
(2). Information table of R&D personnel
√ Applicable □ Not applicable
| Number of the Company’s R&D personnel | 1,132 |
| Percentage of the number of R&D personnel in the total number of personnel of the Company (%) | 16.73 |
| Educational background structure of R&D personnel | |
| Category of the educational background structure | Number of persons of the educational background structure |
| Doctoral candidate | 0 |
| Postgraduate | 12 |
| Undergraduate | 167 |
| Junior college | 346 |
| Senior high school and below | 607 |
| Age structure of R&D personnel | |
| Category of the age structure | Number of persons of the age structure |
| Below 30 years old (exclusive) | 121 |
| 30-40 years old (including 30 years old but excluding 40 years old) | 265 |
| 40-50 years old (including 40 years old but excluding 50 years old) | 451 |
| 50-60 years old (including 50 years old but excluding | 295 |
| 60 years old) | |
| 60 years old and above | 0 |
(3). Statement of situation
□ Applicable √ Not applicable
(4). Reasons for significant changes in the composition of R&D personnel and their effects on the Company’sfuture development
□ Applicable √ Not applicable
5. Cash flows
√ Applicable □ Not applicable
Net cash in operating activities: The net inflow increased by RMB 187.8611 million, mainly due to the increase incash received due to sales of goods in this year compared to the same period of last year.Net cash in investment activities: The net outflow is decreased by RMB 763.662 million, mainly due to withdrawalof unmatured structural deposit at the end of period of last year.Net cash in financing activities: The net inflow is increased by RMB 119.8053 million, mainly due to repayment ofbank loan in the same period of last year, absence of related issues this year but more profit distribution than that inthe same period of last year.
(II) Statement of major changes in profits resulted from non-main business
□ Applicable √ Not applicable
(III) Analysis on assets and liabilities
√ Applicable □ Not applicable
1. Details on assets and liabilities
Monetary unit: RMB Yuan
| Items | Closing balance | % to total | December 31, 2021 | % to total | Percentage of change (%) | Reasons for changes |
| Cash and bank balances | 3,397,877,592.02 | 27.19 | 2,355,194,070.43 | 20.42 | 44.27 | Improvement of operating performance and operating efficiency. |
| Held-for-trading financial assets | 501,088,888.89 | 4.34 | -100.00 | Decrease in bank structured deposits. | ||
| Derivative financial assets | 3,829,356.40 | 0.03 | Mainly due to the new aluminum hedging business in the current period. | |||
| Accounts receivable | 65,511,539.08 | 0.52 | 109,244,673.73 | 0.95 | -40.03 | Mainly due to the improvement in the credit management efficiency of accounts receivable. |
| Other receivables | 17,619,026.18 | 0.14 | 11,830,136.29 | 0.10 | 48.93 | Mainly due to the increase in land disposal fees receivable. |
| Other current assets | 109,533,473.56 | 0.88 | 83,454,893.33 | 0.72 | 31.25 | Mainly due to the increase in prepaid tax and input tax to be credited. |
| Construction in progress | 395,295,204.91 | 3.16 | 162,076,985.24 | 1.41 | 143.89 | Mainly due to the Foshan Factory Project. |
| Right-of-use assets | 100,306,926.11 | 0.80 | 39,218,000.00 | 0.34 | 155.77 | Mainly due to the new lease of office in Kingold Century Building in the current period. |
| Deferred tax assets | 732,407,316.03 | 5.86 | 1,062,310,605.52 | 9.21 | -31.06 | Mainly due to changes in income tax rates. |
| Other non-current assets | 89,540,749.40 | 0.72 | 3,636,075.76 | 0.03 | 2,362.57 | Mainly due to the prepayments for construction equipment of Foshan Factory Project. |
| Derivative financial liabilities | 2,616,336.56 | 0.02 | Mainly due to the new aluminum hedging business in the current period. | |||
| Tax payables | 255,387,461.35 | 2.04 | 395,925,319.93 | 3.43 | -35.50 | Mainly due to the decrease in enterprise income tax payables. |
| Lease liabilities | 77,928,597.87 | 0.62 | 16,951,000.00 | 0.15 | 359.73 | Mainly due to the new lease of office in Kingold Century Building in the current period. |
Other remarksNone
2. Details on overseas assets
□ Applicable √ Not applicable
3. Details on restrictions of main assets as of the end of the reporting period
□ Applicable √ Not applicable
4. Other remarks
□ Applicable √ Not applicable
(IV) Industry operational information analysis
√ Applicable □ Not applicable
Please refers to the analysis of the operating information of the alcohol manufacturing industry for details.
Operational information analysis on the alcohol manufacturing industry1 Basic information of the industry
√ Applicable □ Not applicable
Please refer to Section III “VI. Discussion and analysis on the future development of the Company” of this reportfor details.
2 Capacity situationExisting capacity
√ Applicable □ Not applicable
Unit: million kiloliter
| Name of main factory | Design capacity | Actual capacity |
| Carlsberg (China) Brewery Industry and Trade Limited | 50.00 | 32.00 |
| Carlsberg Chongqing Brewery Co., Ltd. | 40.00 | 35.00 |
| Chongqing Brewery Yibin Co., Ltd. | 35.00 | 32.00 |
| Ningxia Xixia Jianiang Brewery Co., Ltd. | 30.00 | 27.00 |
| Jiulongpo Branch of Carlsberg Chongqing Brewery Co., Ltd. | 28.00 | 18.00 |
| Carlsberg Tianmuhu Brewery (Jiangsu) Co., Ltd. | 26.00 | 23.00 |
| Xinjiang Wusu Beer Co., Ltd. | 25.00 | 23.00 |
| Kunming Huashi Brewery Co., Ltd. | 25.00 | 24.00 |
| Hechuan Branch of Carlsberg Chongqing Brewery Co., Ltd. | 18.00 | 11.00 |
| Carlsberg Brewery (Anhui) Co., Ltd. | 16.00 | 15.00 |
Capacity under construction
√ Applicable □ Not applicable
Monetary unit: RMB ten thousand Yuan
| Name of capacity under construction | Planned investment amount | Investment amount during the reporting period | Cumulative investment amount |
| Foshan newly built capacity project | 149,193 | 37,977 | 37,977 |
| Xichang packaging expansion project | 10,188 | 7,311 | 8,566 |
| Tianmuhu capacity expansion project | 3,291 | 1,780 | 2,886 |
| Tiandao capacity expansion project | 1,950 | 1,062 | 1,844 |
| Wusu saccharification capacity expansion project | 927 | 614 | 901 |
| Expansion project of Korla Factory | 11,589 | 3,740 | 3,740 |
| Resumption of production project of Wanzhou Factory | 4,200 | 3,795 | 3,795 |
Capacity calculation standard
√ Applicable □ Not applicable
The capacity shall be comprehensively measured according to the time requirements of beer production process andthe fixed assets allocation of the brewery.
3 Closing inventory volume of the product
√ Applicable □ Not applicable
Unit: kl
| Finished beer | Semi-finished beer (including basic beer) |
| 286,617.48 | 153,398.08 |
Inventory impairment risk prompt
□ Applicable √ Not applicable
4 Product situation
√ Applicable □ Not applicable
Monetary unit: RMB ten thousand Yuan
| Product grade | Output (kl) | Year-on-year (%) | Sales volume (kl) | Year-on-year (%) | Sales-output ratio (%) | Sales revenue | Year-on-year (%) | Major representative brands |
| Premium | 677,535.72 | 4.24 | 673,604.06 | 1.82 | 99.42 | 494,699.91 | 5.67 | Wusu, Carlsberg, Kronenbourg 1664 |
| Mainstream | 1,598,442.21 | -1.05 | 1,656,412.19 | 2.60 | 103.63 | 704,420.75 | 7.56 | Tuborg, Chongqing, Dali |
| Economic | 506,215.16 | 5.89 | 526,601.27 | 2.57 | 104.03 | 170,501.00 | 6.25 | Shancheng, Tianmuhu |
Product grade division standard
√ Applicable □ Not applicable
The product grade is divided according to the consumption price. If the consumption price is RMB 10 or above, itis premium; if the consumption price is RMB 6-10, it is mainstream; if the consumption price is below RMB 6, itis economic.
Product structure change and business strategy
√ Applicable □ Not applicable
The company continued to promote the 6+6 brand strategy, actively coped with the influence of external adversefactors, and finally achieved the development of Carlsberg, Tuborg, Chongqing, Shancheng and other brandproducts in different regions through channel construction promotion, new retail and online sales channel expansionand other measures.
5 Information on raw materials purchase
(1). Purchase model
√ Applicable □ Not applicable
The Company mainly adopts the purchase mode of centralized purchase and scattered orders.
(2). Purchase amount
√ Applicable □ Not applicable
Monetary unit: RMB ten thousand Yuan
| Categories of raw materials | Current purchase amount | Purchase amount of the last period | Proportion in the total purchase amount of the current period (%) |
| Raw materials for brewing | 154,047.40 | 137,031.00 | 29.48 |
| Packaging materials | 343,183.76 | 312,042.00 | 65.66 |
| Energy | 25,403.60 | 23,748.10 | 4.86 |
| Total | 522,634.76 | 472,821.10 | 100.00 |
6 Information on sales
(1). Sales model
√ Applicable □ Not applicable
The Company mainly adopts the sales model based on wholesale agency and supplemented by direct marketing.
(2). Sales channel
√ Applicable □ Not applicable
Monetary unit: RMB ten thousand Yuan
| Channel type | Operating revenue of this period | Operating revenue of the last period | Sales volume of this period (kl) | Sales volume of the last period (kl) |
| Direct marketing (including group purchase) | 6,779.05 | 7,513.39 | 7,325.31 | 7,807.26 |
| Wholesale agency | 1,362,842.61 | 1,276,019.43 | 2,849,292.21 | 2,781,614.96 |
(3). Regional situation
√ Applicable □ Not applicable
Monetary unit: RMB ten thousand Yuan
| Region name | Operating revenue of this period | Operating revenue of the last period | Proportion of this period (%) | Sales volume of this period (kl) | Sales volume of the last period (kl) | Proportion of this period (%) |
| Northwestern region | 397,944.29 | 419,298.92 | 29.06 | 786,139.91 | 891,921.00 | 27.52 |
| Central region | 590,595.43 | 531,610.82 | 43.12 | 1,346,071.46 | 1,221,355.09 | 47.12 |
| Southern region | 381,081.94 | 332,623.08 | 27.82 | 724,406.15 | 676,146.12 | 25.36 |
Region division standard
√ Applicable □ Not applicable
According to the management area, the Company is divided into northwestern region, central region and southernregion.
(4). Information on distributors
√ Applicable □ Not applicable
Unit: Nr.
| Region name | The quantity of distributors at the end of the reporting period | Increased quantity during the reporting period | Decreased quantity during the reporting period |
| Northwestern region | 1,248 | 453 | 421 |
| Central region | 1,329 | 216 | 536 |
| Southern region | 478 | 186 | 355 |
Statement of situation
□ Applicable √ Not applicable
Information on management of distributors
√ Applicable □ Not applicable
The Company attaches great importance to the capacity building of its distributors, leveraging its distributor networkto implement market planning, channel operation strategies, product promotion strategies and other marketingstrategies.The Company enhances distribution management through its distributor excellence program. The program assessesdistributors based on eight competency indicators, and gradually forms a hierarchical system of distributors withcorresponding management policies and enablement resources. The Company has established a channel mode anddistributor ability quadrants suitable for local development, scientifically and reasonably set sales regions andchannel segmentations, and gradually improved channel planning, channel coverage and terminal controlcapabilities through strategic cooperation and daily operation systems based on the win-win and commondevelopment goals, according to different market stages and competitive environments. This approach aims toexpand the strength of distributors and improve their operational efficiency.
(5). Information on online sales
□ Applicable √ Not applicable
Future online business strategy
√ Applicable □ Not applicable
The company will make full use of its rich brand resources and accelerate its business expansion in social e-commerce, community group purchase and O2O on the basis of consolidating the cooperation with Tmall andJD.com, and will give full play to the role of social e-commerce in creating new products and brand building.Through in-depth cooperation with various business divisions, the community group purchase and EB2B channelswill be further explored to become the most important supplement to the coverage of traditional offline channelsand the new driving force for channel digitalization.
7 Company revenue and cost analysis
(1). Disclosure of main business compositions of the Company by different types
√ Applicable □ Not applicable
Monetary unit: RMB Yuan
| Division type | Operating revenue | Year-on-year (%) | Operating cost | Year-on-year (%) | Gross margin (%) | Year-on-year (%) |
| By product grade | ||||||
| Premium | 4,946,999,115.28 | 5.67 | 1,917,997,267.76 | 7.09 | 61.23 | -0.51 |
| Mainstream | 7,044,207,509.66 | 7.56 | 3,783,748,057.04 | 7.38 | 46.29 | 0.09 |
| Economic | 1,705,009,981.66 | 6.25 | 1,001,244,934.06 | 7.73 | 41.28 | -0.80 |
| Subtotal | 13,696,216,606.60 | - | 6,702,990,258.86 | - | - | - |
| By sales channel | ||||||
| Direct marketing (including group purchase) | 67,790,493.66 | -9.77 | 31,085,716.59 | -9.29 | 54.14 | -0.25 |
| Wholesale agency | 13,628,426,112.94 | 6.80 | 6,671,904,542.27 | 7.44 | 51.04 | -0.30 |
| Subtotal | 13,696,216,606.60 | - | 6,702,990,258.86 | - | - | - |
| By regional branch | ||||||
| Northwestern region | 3,979,442,915.78 | -5.09 | 2,191,358,850.08 | -1.84 | 44.93 | -1.83 |
| Central region | 5,905,954,274.57 | 11.10 | 3,025,074,418.25 | 11.21 | 48.78 | -0.05 |
| Southern region | 3,810,819,416.25 | 14.57 | 1,486,556,990.53 | 15.13 | 60.99 | -0.19 |
| Subtotal | 13,696,216,606.60 | - | 6,702,990,258.86 | - | - | - |
Statement of situation
□ Applicable √ Not applicable
(2). Information on cost
√ Applicable □ Not applicable
Monetary unit: RMB ten thousand Yuan
| Cost items | Amount of this period | Amount of the last period | Proportion of the amount in this period out of the total cost (%) | Year-on-yea (%) |
| Raw material cost | 435,319.19 | 413,017.76 | 64.94 | 5.40 |
| Labor cost | 58,134.26 | 59,246.45 | 8.67 | -1.88 |
| Production costs | 67,288.19 | 62,454.29 | 10.04 | 7.74 |
| Others | 109,557.38 | 89,676.44 | 16.34 | 22.17 |
| Total | 670,299.03 | 624,394.94 | 100.00 | 7.35 |
Statement of situation
□ Applicable √ Not applicable
8 Other situations
□ Applicable √ Not applicable
(V) Analysis of investment situationOverall analysis of external equity investment
□ Applicable √ Not applicable
1. Major equity investment
□ Applicable √ Not applicable
2. Major non-equity investment
□ Applicable √ Not applicable
3. Financial assets measured at fair value
√ Applicable □ Not applicable
Financial assets measured at fair value mainly include held-for-trading financial assets, derivative financial assets,equity investment instruments and derivative financial liabilities of the Company. Please refer to item VII 2, 3, 18and 34 of Section X for details.
Details on security investment
□ Applicable √ Not applicable
Details on privately fund investment
□ Applicable √ Not applicable
Details on derivative investments
√ Applicable □ Not applicable
Pursuant to the “Proposal on Conducting Aluminum Hedging by the Subsidiary of the Company” deliberated andapproved by the Company’s First Extraordinary General Meeting of Shareholders in 2022 and the “Proposal on theAdjustment of Implementation Plan for Aluminum Hedging” deliberated and approved by the Company’s 2021Annual General Meeting of Shareholders, the Company and its subsidiaries intend to, in legal compliance withoutaffecting normal operations, invest in aluminum hedges at an appropriate time using self-owned funds of not morethan USD 70.00 million. As of December 31, 2022, the Company’s position amounted to USD 28,145,570.00, whichhas not yet expired.
4. Information on special progress of major assets restructuring and consolidation during the reportingperiod
□ Applicable √ Not applicable
(VI) Sales of major assets and equity
□ Applicable √ Not applicable
(VII) Analysis on major entities controlled or invested by the Company
√ Applicable □ Not applicable
Monetary unit: RMB Yuan
| Name of subsidiaries | Categories | Place of registration | Business nature | Registered capital | Business Scope | Holding proportion | Operating revenue | Operating profit | Net profit |
| Carlsberg Chongqing Brewery Co., Ltd. | Holding subsidiary | Chongqing | Beer industry | 850,000,000.00 | Production and sales of beer manufacturing and sales | 51.42% | 14,039,040,539.45 | 3,387,476,921.46 | 2,675,360,157.56 |
(VIII) Information on structural subjects controlled by the Company
□ Applicable √ Not applicable
VI. Discussion and analysis on the future development of the Company(I) Industry structure and trend
√ Applicable □ Not applicable
After reaching its sales peak in 2014, China’s beer industry has been continuously declining. Despite a slightincrease in production in 2021 and 2022, the industry capacity has decreased by 27.7% compared with 2014. Againstthis backdrop, the landscape of China’s beer industry exhibits the following characteristics:
1. Competition remains fierce. The five major beer companies in China hold a total market share of more than 90%.As they continue to expand their businesses in their respective traditional dominant markets, they also face intensecompetition in local markets. In addition, niche brands and imported beers are directly competing with the big fivein certain segments of the market.
2. Consumption upgrades. Consumers are placing more emphasis on brand, quality, consumption experience andhealth impact. Premiumization is no longer just a commonly held belief within the industry, but has become themain focus of industry competition, driving sustained growth in sales of mid-to-high-end beers.
3. Diversification. Consumer demand has gone beyond what the traditional mainstream beers can offer and becomemore diverse. Major brewers are increasingly focusing on craft & specialty beers, cider, alcohol-free brews andother related products.
4. High-quality development. In recent years, China’s beer industry has embarked on the path of high-qualitydevelopment by providing more premium beers to meet consumers’ demand for higher quality beer. Despite theimpact of external factors in recent years, major brewers have shown good resilience and achieved overall good topand bottom line performance.With respect to industry trends, the Company’s management remains confident that high-quality development isboth the goal and the path for China’s beer industry. In the new normal of economic development, beer enterprisescan only achieve long-term steady growth if they adhere to a path of high-quality development.
(II) Development strategy of the Company
√ Applicable □ Not applicable
As a member of Carlsberg Group, the company conducts its business under the guidance of Carlsberg Sail 27strategy. The Sail 27 strategy towards 2027 is built on the solid foundation of Sail 22 and aims to make the companya successful, professional, and attractive beer company in the markets in which it does business.Sail 27 has five strategic priorities:
1. Portfolio choices: Step up in premium; Strengthen mainstram core beer; Accelerate AFB; Grow beyond beer;
2. Geographic priorities: Keep wining in China; Build more large profit strongholds; Accelerate high-potentialmarkets;
3. Execution excellence: Build wining portfolios; Excel at point of purchase; Master digital connections; Managesupply chain E2E; Drive next generation data, process and tecenology;
4. Wining culture: Purpose and performance driven people; Together Towards Zero and Beyond; Live by ourcompass.
5. Finding our journey: freeing up resources, investing more in brands, allocating more investment to certain markets,strengthening investment in capacity building and the "Together Towards Zero and Beyond" plan, and mitigatingthe inflation.In keeping with Carlsberg Group's purpose purpose of brewing for a better today and tomorrow, the company iscommitted to addressing global challenges such as inequality, climate change and water scarcity through thesustainable development plan of "Together Towards Zero and Beyond", to achieve a series of goals, including "zerocarbon footprint", "zero water waste", "zero farming footprint", "zero packaging waste", "zero irresponsibledrinking" and "zero accidents culture".
(III) Operating plan
√ Applicable □ Not applicable
As of the disclosure date of this report, the Company is cautiously optimistic about macroeconomic outlook andbeer industry prospects for 2023. It is expected that China’s beer industry will enjoy a more favorable developmentenvironment in 2023 as the external environment gradually improves and pro-growth policies continue to beimplemented. However, there remain challenges such as rising costs, intensifying competition, and consumptionrecovery not meeting expectations.The Company expects a mid-to-high single digit revenue growth in 2023. To achieve this business objective, theCompany will carry on Sail 27 with focused and extensive efforts. With diversified product mix and brandsfollowing the asset restructuring, and a brand portfolio featuring “International Premium Brands + Local PowerBrands”, the Company will continue to drive product premiumization and innovate its sales model. The Companywill focus on the following aspects of work:
1. Brand. Local brands will continue to strengthen their local roots, develop distinct local features, expand product
portfolios, and keep driving premiumization. The Chongqing brand will keep exploring ways to interact with theChongqing hotpot scene in new markets.Dali and Tianmuhu will keep enhancing premiumization and market share. The Wind Flower Snow Moon brandwill be revitalized to strengthen its differentiated brand positioning.Wusu will continue to work with its spokesperson Mr. Wu Jing to enhance brand image and national visibility. Themarketing campaign “WUSU Chanllenge” will be launched to increase interaction between the brand and youngconsumers. The campaign will invite influential figures of all walks of life to join the brand in initiating a challenge,aiming to attracting consumers who enjoy competitions and forming groups to participate in challenges with friends.Tuborg will continue to emphasize its “WHY NOT” brand attitude. Through a number of topical marketingcampaigns, it will engage with young consumers across the country and create a cool, young and international brandimage by exploring the field of music that young people enjoy. In respect of product portfolio, the Company willupgrade Tuborg Pure Draft to better serve various consumer segments and offer young people different brandexperiences, meeting diverse consumer needs.Carlsberg will continue to reinforce its two pillars of art and innovation, strengthen its differentiated brand strength,and upgrade its theme marketing in peak seasons. A number of marketing campaigns, including collabration withartists, limited-edition packaging design, and offline immersive activities, will be used to build an international andpremium brand image and meet the demands of young consumers for high-quality experience. This will also helpaccelerate the brand’s expansion in key markets and key channels.Kronenbourg 1664, as a leading super-premium brand, will increment the brand by expanding its product portfolioin 2023. Its visual identity system will be revamped to highlight the brand’s iconic elements. Top celebrityendorsement will be leveraged to grow brand visibility. Offline French-style marketing campaigns will be launched,including the release of limited editions in collaboration with French fashion brands and Chinese trendy brands.Online marketing events will be reinforced, including social-scene-based content and recommendations, to appealto young people, and offer a more diversified brand experience as the brand continues to scale new heights in theindustry.Somersby will enhance brand visibility across the country through a new brand-themed video featuring Ms. ZhaoLusi, the brand’s new spokesperson. The video will highlight how the brand blends perfectly with various settings,including responsible drinking demonstration and camping. In addition, Somersby will also actively leverage thecamping trend to penetrate into its target consumers’ daily life from online to offline. It will continue to raise brandawareness through diverse and efficient marketing campaigns.Craft brands will continue to “break the circle” through creative marketing campaigns. Jing-A will boost its brandvolume through crossover collaboration, Brooklyn will expand consumer groups and channels by launching brewswith greater drinkability. Grimbergen will continue to build its premium image among young consumers by revivingits image.
2. Sales. In 2023, the Company will continue to follow the existing strategy to premiumize products in core marketand consolidate market share of its core beer. The Company will continue to expand its Big City Plan whileoptimizing its product portfolio and strengthening its implementation in key markets. Additionally, the Companywill continue to digitize its sales channels.In key on-trade markets, the Company will use its multi-brand product portfolio strategy to capitalize on therecovery and growth of dinning and entertainment sectors. The Company will actively expand a number of high-quality points of purchase, and develop effective products and packaging to boost the vibrancy and promotions ofthese points of purchase. Also, the Company will improve the capacity building of channel distributors to drivesales.In terms of traditional retail, the Company will continue to drive growth from off-trade channels while maintainingsales growth from large business formats and on-trade channels. Also, the Company will further optimize channelmanagement and implement refined strategies and toolkits tailored to different markets.In respect of near field retail, in addition to convenience stores, community stores, small and medium-sized
community chain supermarkets and other small formats, there are also community group purchase and O2O.Community group purchase has effectively improved the distribution of the Company’s various brands in traditionalchannels, while O2O has enhanced sales. For B2C e-commerce, the focus in 2023 is to accelerate the developmentof social media e-commerce channels such as Douyin, and play a more important role in new product creation andbrand building.The Company will build a more efficient and differentiated distributor management system, implementing refinedmanagement. At the same time, it will provide more diverse and differentiated training content for personnel at alllevels within distributors, improve the learning system for distributors, and, in particular, strengthen directcommunication with distributors by utilizing live streaming platforms. By setting up differentiated capacity buildingprograms for distributors, management teams and sales staff, the operation and management capabilities ofdistributors will be improved.
3. Supply chain. The Company will further increase production capacity to supply products in close vicinity andimprove logistics and transportation efficiency. The Company’s bottle recycling network will be optmized toenhance bottle recycling rate. With respect to safety, the Company will continue to promote the ZERO Accidentsculture, improving the quality of its three-level safety retraining, and strengthening work safety analysis and workpermit implementation. The Company will launch the “Hundred-Person Plan” for taste evaluation to improve theability of its breweries in taste assessment. Reclaimed water recycling will be introduced by the Company at overfive breweries as part of its commitment to reducing water consumption. Additional measures will be taken tofurther cut carbon emissions, including the use of renewable electricity, heat loss reduction, installing biogas boilers,and adopting solar panels.
4. ESG. In 2022, Carlsberg Group released TTZAB, an enhanced ESG programme designed to further addressglobal challenges such as inequality, climate change and water scarcity. TTZAB builds upon its current focus on“ZERO Carbon Footprint,” “ZERO Water Waste,” “ZERO Irresponsible Drinking,” and “ZERO Accidents Culture”by adding “ZERO Farming Footprint” and “ZERO Packaging Waste.” In 2023, we will continue to promoteCarlsberg’s TTZAB programme in the Company.
(IV) Potential business risks
√ Applicable □ Not applicable
1. Rising costs. Costs of raw materials, packaging materials, energy, labor and other operating costs are still on therise, while marketing expenses will keep increasing as a result of premiumization.
2. Intensifying competition. Some national beer enterprises and emerging niche beer brands may further penetrateand expand into the Company’s market regions, intensifying competitions in mid-to-high-end markets.
(V) Others
□ Applicable √ Not applicable
VII. Statement of situation and cause that the Company does not disclose according to the criterion due toinapplicable criteria or special causes concerning the state secret and business secret
□ Applicable √ Not applicable
SECTION IV CORPORATE GOVERNANCE
I. Statement of the corporate governance
√ Applicable □ Not applicable
The Company continuously improved its corporate governance structure, established and improved its internal
management and control system, continued to carry out corporate governance activities, promoted the standardizedoperation of the Company and improved the level of corporate governance in strict accordance with the requirementsof the Company Law, the Securities Law, the Governance Code for Listed Companies, and the Rules for Listing onShanghai Stock Exchange, and other laws and regulations during the reporting period.
1. About shareholders and the General Meeting of Shareholders
During the reporting period, the Company convened the Annual General Meeting of Shareholders once, and theExtraordinary General Meeting of Shareholders for 3 times. The Company adjusted and standardized theorganizational behavior of the General Meeting of Shareholders, increased the efficiency of General Meeting ofShareholders, and ensured the shareholders, especially minority shareholders to exercise the rights of shareholdersby law in strict accordance with the Articles of Association and Precedural Rules of the General Meeting ofShareholders.
2. About Directors and the Board of Directors
The Company convened the Board Meeting for 11 times, Audit Committee meeting for 8 times, NominationCommittee meeting for 4 times, Strategy and Development Committee meeting for once, and Remuneration andAppraisal Committee meeting for 2 times during the reporting period. The Board of Directors performed relevantdeliberation and decision-making procedures for major issues within the scope of its authority, and carefullyimplemented all resolutions made at the General Meeting of Shareholders in strict accordance with provisions ofthe Articles of Association and Precedural Rules of the Board of Directors. Each special committee is responsiblefor effectively promoting the standard operation and scientific decision-making of the Board of Directors by itself.During the reporting period, the Board of Directors completed the general election. The members of the Board ofDirectors have rich working experience in beer industry and knowledge in accounting, finance, law and other aspects,and are able to fully provide professional and constructive suggestions for the company’s important decisions,carefully perform duties, and fully safeguard the interests of the Company and all shareholders.
3. About Supervisors and the Board of Supervisors
The Company convened the Meeting of Board of Supervisors for 5 times during the reporting period. During thereporting period, the Board of Supervisors of the Company completed the general election. Each member of theBoard of Supervisors strictly abided by provisions of the laws and regulations, the Articles of Associations and theProcedural Rules of the Board of Supervisors by actively performing their supervision duties in the Company’sfinancial condition, related-party transactions, regular reports and performance of directors, senior management,etc., so as to maintain the interests of the Company and all shareholders.
4. About relationship between the controlling shareholders and the listed company:
During the reporting period, the controlling shareholders of the company did not occupy non-operating funds withthe listed company, and the listed company did not provide external guarantees for the controlling shareholders.
5. About stakeholders
The Company fully respected and protected the legitimate interests and rights of banks and other creditors,employees, consumers, and suppliers, and actively carried out cooperation, coordinated and balanced the interestsof relevant parties, and jointly promoted the sustainable, healthy and harmonious development of the Company inline with the principle of mutual benefit and good faith.
6. Related party transactions
During the reporting period, the Company improved the internal control system, standardized the related-partytransactions, and urged the controlling shareholders and actual controllers to perform commitment in strictaccordance with the requirement of laws and regulations. The Company performed relevant decision-makingprocedures for related party transactions with related parties, and the independent director issued their objective andjust independent opinions to ensure the justice and fairness of related party transactions not to damage the interestsof investors, especially minority investors.
7. About information disclosure and transparency
During the reporting period, the Company actively strengthened its contact with CSRC and Stock Exchange and
truly, accurately, completely and timely completed information disclosure of various regular reports and temporaryannouncement in strict accordance with the relevant provisions of the CSRC, the Stock Exchange and theCompany’s Rules on Information Disclosure Management, etc., so as to ensure that all shareholders, especiallyminority shareholders, could fairly and timely obtain the Company’s information and assess risks.
8. About management of investor relations
Board Office of the Company is responsible for management of the investor relationship by keeping thecommunication channel between the investors and the Company open through answering the investor hotline,receiving the investor visitors, attending the investor telephone conference, brokerage strategy meeting, or reverseroadshow, etc., so as to ensure that the investors could accurately and timely know the Company’s information andexercise their legal rights. During the reporting period, the Company held four investor conference for regularreports all year round, and obtained the effective expansion of breadth and depth of communicating with investors.
9. Management of inside information
The Company kept the Company’s inside information confidential and implemented registration & filing of insidersin strict accordance with the requirements of CSRC and SSE, the Insiders Registration Management System and theRules for Internal Reporting of Key Information. In addition, the company carried out relevant trainings toeffectively prevent insider trading and other securities violations.
10. Optimization of corporate governance system
During the reporting period, according to the demand for hedging business, the Company formulated the HedgingBusiness Management System and supporting rules to standardize the hedging business deliberation procedure,report system, risk control, etc.
Whether the Company’s governance is significantly different from the laws, administrative regulations and theprovisions of CSRC on governance of the listed company; If any, the reasons shall be given.
□ Applicable √ Not applicable
II. Special measures taken by the Company’s controlling shareholders and actual controllers to ensure theindependence of the Company’s assets, personnel, finance, organization and business, etc., and solutionsmade to affect the Company’s independence and their working progress and follow-up work plans
□ Applicable √ Not applicable
Availability of the same or similar business engaged by the controlling shareholders, actual controllers and otherunits under its control as or to that of the Company, and the effect of horizontal competition or its significant changeson the Company, solutions taken, progress on solution and follow-up solution plan
√ Applicable □ Not applicable
At the end of 2020, the Company completed major asset restructuring, all beer assets and businesses (excluding thelisted company and its holding subsidiaries) in China Mainland controlled by Carlsberg was injected into the listedcompany. Carlsberg did not control any beer assets or business (excluding the listed company and its holdingsubsidiaries) in China Mainland, nor would it directly or indirectly engage in businesses which are in competitionwith the listed company through entities under its control.At the same time, during the restructuring, Carlsberg and Carlsberg Breweries respectively made commitments asfollows to avoid horizontal competition, (I) restated the obligation of avoiding horizontal competition that shouldbe performed by the actual controllers and controlling shareholders of the listed company; (II) In order to fully avoidoccurrence of future potential horizontal competition, Carlsberg and Carlsberg Breweries also made additionalvoluntary arrangements for the equity of subsidiaries not controlled by Carlsberg that was not included inrestructuring and involved the beer assets and business in Chinese Mainland. Please refer to Section VI - “(I)Commitment matters of the Company’s actual controllers, shareholders, related parties, purchasers, the Company
and other related parties during the reporting period or lasting to the reporting period”.
III. Brief introduction of the General Meeting of Shareholders
| Session number of meetings | Holding date | Query indexes on specified website for published resolutions | Date for disclosure of published resolutions | Resolutions made at the meeting |
| The First Extraordinary General Meeting of Shareholders in 2022 | 2022-03-14 | www.sse.com.cn | 2022-03-15 | The detailed contents are shown in the Announcement of Resolutions of the First Extraordinary General Meeting of Shareholders of Chongqing Brewery Co., Ltd. in 2022 (Announcement No.: 2022-007) |
| 2021 Annual General Meeting of Shareholders | 2022-05-25 | www.sse.com.cn | 2022-05-26 | The detailed contents are shown in the Announcement of Resolutions of the 2021 Annual General Meeting of Shareholders of Chongqing Brewery Co., Ltd. (Announcement No.: 2022-020) |
| The Second Extraordinary General Meeting of Shareholders in 2022 | 2022-07-13 | www.sse.com.cn | 2022-07-14 | The detailed contents are shown in the Announcement of Resolutions of the Second Extraordinary General Meeting of Shareholders of Chongqing Brewery Co., Ltd. in 2022 (Announcement No.: 2022-031) |
| The Third Extraordinary General Meeting of Shareholders in 2022 | 2022-12-02 | www.sse.com.cn | 2022-12-03 | The detailed contents are shown in the Announcement of Resolutions of the Third Extraordinary General Meeting of Shareholders of Chongqing Brewery Co., Ltd. in 2022 (Announcement No.: 2022-056) |
Preferred shareholders whose voting rights are restored request convening the Extraordinary General Meeting ofShareholders
□ Applicable √ Not applicable
Statement of the General Meeting of Shareholders
□ Applicable √ Not applicable
IV. Information on directors, supervisors and senior executives(I) Information on changes in shareholding and compensation of directors, supervisors and senior executives currently in office and quitted during the reportingperiod
√ Applicable □ Not applicable
Unit: Share
| Name | Title (Note) | Gender | Age | Starting date of tenure | Ending date of tenure | Number of shares held at the beginning of the year | Number of shares held at the end of the year | Increase or decrease of shares within the year | Reason for increase or decrease changes | Total pre-tax compensation acquired from the Company during the reporting period (RMB ten thousand) | Whether receiving compensation from related parties of the Company |
| Jo?o Miguel Ventura Rego Abecasis | Chairman of the Board of Directors | Male | 51 | December 2, 2022 | May 25, 2025 | 0 | 0 | 0 | 0 | Yes | |
| Gavin Stuart Brockett | Director | Male | 61 | March 14, 2022 | May 25, 2025 | 0 | 0 | 0 | 0 | Yes | |
| Andrew Douglas Emslie | Director | Male | 44 | July 13, 2022 | May 25, 2025 | 0 | 0 | 0 | 0 | Yes | |
| Lee Chee Kong | Director, President | Male | 51 | Director: January 23, 2019 President: January 1, 2021 | May 25, 2025 | 0 | 0 | 0 | 879.84 | No | |
| Chin Wee Hua | Director, Vice President | Male | 51 | Director: March 9, 2017 Vice president: January 1, 2021 | May 25, 2025 | 0 | 0 | 0 | 391.28 | No | |
| Lv Yandong | Director | Male | 48 | May 6, 2016 | May 25, 2025 | 0 | 0 | 0 | 297.74 | No | |
| Yuan Yinghong | Independent Director | Female | 57 | May 25, 2022 | May 25, 2025 | 0 | 0 | 0 | 6.77 | No | |
| Sheng Xuejun | Independent Director | Male | 53 | May 25, 2022 | May 25, 2025 | 0 | 0 | 0 | 6.77 | No | |
| Zhu Qianyu | Independent Director | Female | 47 | May 25, 2022 | May 25, 2025 | 0 | 0 | 0 | 6.77 | No | |
| Kuang Qi | Chairman of the Board of Supervisors | Male | 45 | May 18, 2021 | May 25, 2025 | 0 | 0 | 0 | 162.75 | No | |
| Huang Minlin | Supervisor | Male | 43 | May 4, 2018 | May 25, 2025 | 0 | 0 | 0 | 202.82 | No | |
| Chen Changli | Employee Representative Supervisor | Male | 59 | May 6, 2016 | May 25, 2025 | 1,171 | 1,171 | 0 | 204.14 | No | |
| Deng Wei | Board Secretary | Male | 50 | August 22, 2006 | May 25, 2025 | 0 | 0 | 0 | 136.88 | No | |
| Leonard Cornelis Jorden Evers (quitted) | Chairman of the Board of Directors | Male | 64 | January 2, 2019 | February 16, 2022 | 0 | 0 | 0 | 0 | Yes | |
| Ulrik Andersen (quitted) | Chairman of the Board of Directors | Male | 58 | February 16, 2022 | June 9, 2022 | 0 | 0 | 0 | 0 | Yes |
| Ulrik Andersen (quitted) | Director | Male | 59 | January 13, 2021 | November 15, 2022 | 0 | 0 | 0 | 0 | Yes | |
| Gong Yongde (Quitted due to expiration of the term of office) | Independent Director | Male | 60 | May 7, 2019 | May 25, 2022 | 0 | 0 | 0 | 4.17 | No | |
| Dai Zhiwen (Quitted due to expiration of the term of office) | Independent Director | Male | 51 | May 7, 2019 | May 25, 2022 | 0 | 0 | 0 | 4.17 | No | |
| Li Xianjun (Quitted due to expiration of the term of office) | Independent Director | Male | 55 | May 6, 2016 | May 25, 2022 | 0 | 0 | 0 | 4.17 | No | |
| Total | / | / | / | / | / | 1,171 | 1,171 | 0 | / | 2,308.27 | / |
| Name | Main work experiences |
| Jo?o Miguel Ventura Rego Abecasis | 51 years old. Portuguese. Jo?o obtained Business Management Degree from Universidade Católica Portuguesa in 1995. He has been with Carlsberg since 2011 as CCO and later CEO of Super Bock in Portugal and then in 2016 as VP for Challenger Markets in the Western Europe region. In 2017, he became Managing Director of French business Kronenbourg, and in 2019, he became Group Chief Commercial Officer and a member of Executive Committee. Before joining Carlsberg, Jo?o held a range of sales and marketing roles at Unilever. He has been serving as EVP Asia in Carlsberg Group since September 2022. He is currently the Chairman of the Company. |
| Gavin Stuart Brockett | 61 years old. South African. He obtained the Bachelor’s Degree in Commerce and Bachelor’s Degree in Accounting from the University of the Witwatersrand (South Africa) respectively in 1983 and 1985 and qualified as a chartered accountant in 1988. He joined SABMiller in 1991 and successively held several senior financial leadership positions in South Africa and Europe, including the chief financial officer in Plzensky Pradroj (Czech Republic) and Birra Peroni (Italy). From 2010 to 2012, he held the VP Finance Asia role in Carlsberg, a period in the wine industry as the chief financial officer of Accolade Wines followed, and then a return to Carlsberg as the Chief Operating Officer of Carlsberg China in 2014. Most recently for Levi Strauss & Co he was the CFO of the Asia region from 2016 to 2017 and thereafter he served as the Senior Vice President and Global Controller for Levi Strauss & Co. in the United States until 2021. In January 2022, he rejoined Carlsberg to act as the VP Finance of Asia. He currently serves as the director of the Company. |
| Andrew Douglas Emslie | 44 years old. British. He obtained a BA (Hons) degree in Accounting & Law from the University of Manchester, England in 2001. He completed the Legal Practice Course from the College of Law in Chester, England in 2002 and qualified as a Solicitor in England and Wales in 2004. Andrew has since worked for a number of leading international law firms in the UK, Australia and Asia with a focus on cross-border mergers & acquisitions and joint ventures. During his career, Andrew has held senior leadership positions as in-house counsel, based in Asia, with listed multinational companies, including Ensco, Maersk and Olam. Before Carlsberg, Andrew was Vice President of Legal at Olam International from June 2016 to July 2019. In August 2019, he joined Carlsberg and currently serves as Vice President and Asia Head of Legal & Compliance. He currently serves as the director of the Company. |
| Lee Chee Kong | 51 years old. Malaysian. He graduated from University Utara Malaysia in Marketing. Before joining Carlsberg, he served as the President of Asia Region and Managing Director of China at HILDING ANDERS (SLUMBERLAND). Before that, he also worked as Managing Director of HEINZ China, and served managing roles in China and Asia Pacific Division at COLGATE-PALMOLIVE for a long time. Now he is the Director of the Company and President of the Company/Carlsberg China. |
| Chin Wee Hua | 51 years old. Malaysian. He graduated from the University of Western Australia with Bachelor of Commerce degree, majoring in Accounting and Finance and also obtained the MBA degree from University of Leicester UK. He is a registered Australian Certified Public Accountant. From 2001 to 2008, he served as Finance Director in Alstom Asia Pacific (Malaysia) Sdn Bhd. From 2009 to 2014, he held position as Finance Director of Wuhan Boiler Company Limited. From 2015 to 2016, |
| he was Asia Finance Director in GE Grid Solutions Pte Ltd. Now he is the Director of the Company and VP Finance of the Company / Carlsberg China. | |
| Lv Yandong | 48 years old. Chinese. He obtained a master’s degree of Mechanical and Electronic Engineering from Harbin Institute of Technology. He served as the Director of Supply Chain in Carlsberg Huizhou and the Deputy General Manager of CBC successively. Before joining Carlsberg, he had engaged in technical and management in Harbin Electronic and Machinery Co. Ltd., Guangzhou P & G and Pepsi successively. He served as the Director of Supply Chain in Carlsberg Huizhou and the Deputy General Manager of CBC successively. He is currently serving as the VP Supply Chain of Carlsberg China. Now he is the Director of the Company and VP Supply Chain of Carlsberg China. |
| Yuan Yinghong | 57 years old. Chinese. She is a Bachelor of Management, Economics and Management, South China Normal. She has the professional qualifications of certified public accountant, certified internal auditor and the professional titles of accountant and auditor. She has over 30-year accounting experience and once served as deputy section chief of the Culture and Health Department and section chief of the Industry Department of the directly affiliated branch of the Guangdong Audit Office. She is the Deputy Secretary of Guangzhou Institute of Certified Public Accountants, Secretary of Industry Discipline Inspection Commission, and an expert in the evaluation expert database of SASAC of Guangdong Province. As present, she is concurrently serving as independent directors in Hao Lai Ke(603898.SH), GZ Hengyun A (000531.SZ), Winsun Bio (839729.BJ) and Jinhao Medical (872925.BJ). She is the independent director of the Company. |
| Sheng Xuejun | 53 years old. Chinese. He is a visiting Scholar of University of Oxford in Britain, Post Doctor of University of Aix-Marseille in France and Senior Research Scholar of The University of New South Wales. “New Century Excellent Talent Support Plan” candidate of Ministry of Education, Distinguished Professor of Bayu Scholar and Chongqing “Hundred-Thousand-Ten Thousand Project Leading Talent”. He ever served as the Vice Chairman of Academic Degree Committee of Southwest University of Political Science & Law, Dean of Economic Law School, and Deputy Chief Judge and Judge of the Second Court of Civil Trial of The Supreme People’s Court. Now he is the Professor and Doctoral Supervisor of Southwest University of Political Science & Law, and Academic Leader of National Key Discipline Economic Law. He serves as Managing Director of Chinese Society of International Economic Law (CSIEL), Managing Director of China Banking Law Society, Managing Director of Institute of Securities Law of CLS, Director of China Association for Legal Education, Vice Chairman of Chongqing Civil Law and Economic Law Institute, and Legislation Review Expert of Chongqing Municipal People’s Government as additional posts. Now he is the Independent Director of Chongqing Department Store (600279.SH) and Chongqing Iron & Steel (601005.SH). He is the independent director of the Company. |
| Zhu Qianyu | 47 years old. Chinese. She is a Doctor of Huazhong University of Science and Technology School of Economics, Post Doctor of Finance Department at Guanghua School of Management of Peking University, and Visiting Scholar of Griffith University Business School in Australia. He serves as the Associate Professor and Master supervisor of Renmin University of China, Researcher of Institute of Rural Economy and Finance of Renmin University of China, Researcher of National Academy of Development and Strategy, Renmin University of China, and Project Training and Evaluation Expert of The World Bank and The National Rural Revitalization Administration. He is the Independent Director of CSG A (000012.SZ) and Kingfa (600413.SH) as additional posts at present. She is the independent director of the Company. |
| Kuang Qi | 45 years old. Chinese. He graduated from Jinan University in 2000 with double bachelor’s degree in Economics and Laws and obtained the Chinese legal profession qualification certificate. His previous work experiences include the Deputy Director of legal affairs of Amway (China) Daily-Use Commodity Co., Ltd. and legal consultant of Heinz (China) Investment Company Co., Ltd. Before joining Carlsberg, he acted as the senior legal consultant of Mead Johnson Nutrition (China) Co., Ltd. He is the Senior Legal Director and Chairman of the Board of Supervisors of the Company now. |
| Huang Minlin | 43 years old. Chinese. He graduated from The Hong Kong University of Science and Technology with a Bachelor's Degree in Accounting and is a member of the Hong Kong Institute of Certified Public Accountants. He worked in KPMG Hong Kong as the Audit Manager from 2004 to 2010. He joined Carlsberg Asia in 2010 and successively served as the Regional Supply Chain Financial Director and regional Financial Director. He is currently the Senior Finance Director and Supervisor of the Company. |
| Chen Changli | 59 years old. Chinese. He previously served as the packaging workshop director and deputy general manager of the Company and the deputy general manager of Chongqing |
| Brewery Group Company, etc. He is currently the Party secretary of the Company, the Chairman of the Trade Union and the supervisor acted by the staff representative of the Company. | |
| Deng Wei | 50 years old. Chinese. He owns the MBA Degree of the College of Business Administration of Chongqing University. From 1997 to 2000, he took part in sale and business team management work of Life Insurance Marketing Department of PING An Chongqing Branch; In October 2000, he joined Chongqing Brewery (Group) Co., Ltd., and was responsible for foreign acquisition and combination and integration of combination and acquisition enterprise together with assets management department and the team. From 2006 to present, he serves as Board Secretary of the Company. |
| Roland Arthur Lawrence (Quitted) | 64 years old. Australian. He obtained the Master’s Degree in Entrepreneurship from the University of Melbourne, Graduate Diploma in Business from Deakin University Australia, Graduate Diploma in Education Science and BA-Honours from the National University of Singapore, and the certification of CPA Australia (FCPA). He mainly worked in Coles Myer Group in Australia, served as General Manager of Financial Department of Coles Group and General Manager of Financial Department of Coles Supermarkets before 2008. He served as Senior Vice President and Chief Financial Officer of WalMart (China) from 2008 to 2011. After that, he joined Carlsberg Asia to act as the Vice President of Finance. In February 2022, he was retired from Carlsberg and thus resigned from the positions of Director & Chairman of the Company. |
| Leonard Cornelis Jorden Evers (Quitted) | 58 years old. Dutch. He graduated from Erasmus University Rotterdam with the Master Degree of Business Administration in 1990. He had taken several management positions in Heineken since 1990, including the director & general manager of Heineken in Vietnam from 2013 to 2019 and the director & general manager in Asian-Pacific region in 2019, and was responsible for the operation of Heineken in Singapore, Malaysia, Papua New Guinea, Australia, New Zealand, Laos, Sri Lanka, Philippines, New Caledonia and Solomon Islands. On July 1, 2021, he joined Carlsberg Group and served as the executive vice president of Asia and the member of the Executive Committee of Carlsberg Group. In June 2022, due to personal reasons, he quitted Carlsberg, and resigned the post of Director and President of the Company. |
| Ulrik Andersen (Quitted) | 59 years old, Danish. He obtained the Master of Law of University of Copenhagen in 1990, and obtained the Master of Law of University of Bristol England in 1998; He obtained the Danish legal profession qualification in 1992 to be a lawyer practicing in Denmark, and also practiced as a lawyer in the international law firms in London and Copenhagen. In 1998, he joined in Carlsberg Group, and was appointed as the General Counsel of Carlsberg Group in 2001. In November 2022, he resigned the post of Director of the Company due to adjustment on work content. |
| Gong Yongde (Quitted due to expiration of the term of office) | 60 years old, Member of The National Committee of the 14th Chinese People’s Political Consultative Conference, and Vice Chairman of Guangdong’s Association for Promotion of Cooperation between Guangdong, Hong Kong & Macao and Entrepreneurs Union of Guangdong-Hong Kong-Macao Greater Bay Area. Mr. Gong graduated from the University of Liverpool England in 1984. He is the member of the Institute of Chartered Accountants in England and Wales and the senior member of the Hong Kong Institute of Certified Public Accountants, and he is also the senior member of the Tax Institute of Hong Kong and served as its chairman from 2007 to 2009. Mr. Gong became a partner of the Klynveld Peat Marwick Goerdeler (“KPMG”) in 1997, the head of Chinese tax affairs in Hong Kong and Southern China in 2001, the chief partner of KPMG Shenzhen Institute in 2006 and the chief partner of KPMG South China in 2010. He served as the Vice Chairman of KPMG China from 2013 to 2017 and the Senior Consultant of KPMG from 2018 to 2019. Mr. Gong served as Independent Non-executive Director of ORIX (Asia) Co., Ltd. respectively from 2020; He has been serving as the member of the Board of Directors and the Audit Committee of Ebram International Online Dispute Resolution Center Limited and the independent non-executive director of Kingboard Laminates Holdings Limited respectively from May and June 2021. He was appointed as the independent non-executive director and chairman of A SPAC (HK) Acquisition Corp. and the independent non-executive director of SmarTone Telecommunications Holdings Ltd. In March 2022. He was an Independent Director of the 9th Board of Directors of the Company, and he quitted due to expiration of the term of office in May 2022. |
| Dai Zhiwen (Quitted due to expiration of the term of office) | 51 years old, the Master of Tax Law from the New York University U.S., the Master of Law from the University of Virginia U.S. and the Bachelor of Laws from the Peking University, a lawyer practicing in China and has passed New York lawyer qualification test. He is currently the partner of Beijing AnJie Law Firm, and also serves as a member of Professional Committee on Legal Affairs of Private Equity and Equity Investment of Beijing Lawyers Association, and a member of International Business Research Society of Beijing Chaoyang Lawyers Association. He served as the Chinese Law Consultant of Hayth & Kerly Law Firm U.S., a lawyer of Zhong Lun Law |
| Firm, legal adviser of Shell (China) Co., Ltd., a lawyer of Baker & McKenzie U.S., a lawyer of Morrison & Foerster U.S. and a partner of Llinks Law Offices and Zhong Lun Law Firm successively. He was an Independent Director of the 9th Board of Directors of the Company, and he quitted due to expiration of the term of office in May 2022. | |
| Li Xianjun (Quitted due to expiration of the term of office) | 55 years old, he obtained the Doctor of Economic from School of Economics, Jilin University. He is currently the director of Automotive Development Research Center of School of Vehicle and Mobility, Tsinghua University, director of Industrial System Engineering Discipline, doctoral supervisor with the research direction of competitive strategy and innovation strategy; He is also an adviser to the strategic investment committee of China North Industries Group Corporation Limited, and a member of the modern management branch of China Society of Automotive Engineers. He served as the director of Consulting Center of China Enterprise Confederation, General Manager of Zhongqi Gongyi Enterprise Management Consulting Company, the Executive Director of China Enterprise Directors Association, an independent director of Tianjin FAW XIALI Automobile Co., Ltd., the director of Automotive Development Research Center of Automotive Engineering Department of Tsinghua University, and the director of Advanced R&D Center, the director of Industrial System Engineering Discipline successively. He is a Visiting Scholar of the University of California-Berkeley, Haas School of Business. He provided strategic and management consulting services for more than 30 domestic and foreign enterprises, including the German Volkswagen headquarters, Ford Asia-Pacific, SAIC Motor, FAW Group, Haier Group, China National Petroleum Corporation and Nomura Japan. He was an Independent Director of the 9th Board of Directors of the Company, and he quitted due to expiration of the term of office in May 2022. |
Statement of other information
□ Applicable √ Not applicable
(II) Service of directors, supervisors and senior executives currently in office and quitted during thereporting period
1. Information on taking office at the shareholder units
√ Applicable □ Not applicable
| Name of employees | Name of the shareholder unit | Title in shareholder units | Starting date of tenure | Ending date of tenure |
| Jo?o Miguel Ventura Rego Abecasis | Carlsberg Brewery Malaysia Berhad | Director | 2022-10 | |
| Jo?o Miguel Ventura Rego Abecasis | Lao Brewery Co., Ltd. | Director/Shareholder Representative | 2022-10 | 2025-10 |
| Jo?o Miguel Ventura Rego Abecasis | Carlsberg Brewery Hong Kong Limited | Director | 2022-11 | |
| Jo?o Miguel Ventura Rego Abecasis | Caretech Ltd. | Director | 2022-11 | |
| Jo?o Miguel Ventura Rego Abecasis | Carlsberg Vietnam Breweries Ltd. | Chairman | 2023-01 | 2027-04 |
| Gavin Stuart Brockett | Myanmar Carlsberg Co., Ltd. | Director | 2022-01 | |
| Gavin Stuart Brockett | Carlsberg Brewery Malaysia Berhad | Director | 2022-02 | |
| Gavin Stuart Brockett | Lao Brewery Co., Ltd. | Director | 2022-04 | |
| Andrew Douglas Emslie | CB Distribution Co., Ltd. | Director | 2020-07 | |
| Andrew Douglas Emslie | Carlsberg Indochina Ltd. | Director | 2020-07 | |
| Andrew Douglas Emslie | Myanmar Carlsberg Co., Ltd. | Director | 2020-11 | |
| Andrew Douglas Emslie | Paduak Holding Pte. Ltd. | Director | 2020-12 | |
| Andrew Douglas Emslie | Carlsberg Asia Pte. Ltd. | Director | 2020-12 | |
| Andrew Douglas Emslie | Lao Brewery Co., Ltd. | Director | 2021-03 | |
| Andrew Douglas Emslie | Carlsberg Vietnam Breweries Limited | Director | 2021-04 | |
| Andrew Douglas Emslie | Cambrew Ltd. | Director | 2022-01 | |
| Lee Chee Kong | Lanzhou Huanghe Jianiang Brewery Company Limited | Deputy Chairman | 2019-07 |
| Lee Chee Kong | Jiuquan West Brewery Co., Ltd. | Deputy Chairman | 2019-07 | |
| Lee Chee Kong | Qinghai Huanghe Jianiang Brewery Co., Ltd. | Deputy Chairman | 2019-07 | |
| Lee Chee Kong | Tianshui Huanghe Jianiang Brewery Co., Ltd. | Deputy Chairman | 2019-07 | |
| Lee Chee Kong | Capital Brewing Company Limited | Director | 2019-02 | |
| Lee Chee Kong | G-Shell Asia Pacific Limited | Director | 2019-02 | |
| Lee Chee Kong | Jing-A Brewing Company Limited | Director | 2019-02 | |
| Lee Chee Kong | Beijing Shouniang Jinmai Trading Co., Ltd. | Director | 2019-02 | |
| Lee Chee Kong | G-Shell Asia (Beijing) Catering Co., Ltd. | Director | 2019-02 | |
| Chin Wee Hua | Lanzhou Huanghe Jianiang Brewery Company Limited | Director | 2017-06 | |
| Chin Wee Hua | Jiuquan West Brewery Co., Ltd. | Director | 2017-03 | |
| Chin Wee Hua | Qinghai Huanghe Jianiang Brewery Co., Ltd. | Director | 2017-06 | |
| Chin Wee Hua | Tianshui Huanghe Jianiang Brewery Co., Ltd. | Director | 2017-04 | |
| Lv Yandong | Guangzhou Carlsberg Consultancy and Management Services Co., Ltd. | Chairman | 2020-12 | |
| Kuang Qi | Guangzhou Carlsberg Consultancy and Management Services Co., Ltd. | Supervisor | 2021-12 | |
| Kuang Qi | Beijing Shouniang Jinmai Trading Co., Ltd. | Supervisor | 2022-01 | |
| Kuang Qi | G-Shell Asia (Beijing) Catering Co., Ltd. | Supervisor | 2022-01 | |
| Roland Arthur Lawrence | Carlsberg Vietnam Breweries Limited | Director | 2018-07 | 2022-02 |
| Roland Arthur Lawrence | Carlsberg Brewery Hong Kong | Director | 2013-06 | 2022-01 |
| Roland Arthur Lawrence | Carlsberg Hong Kong Limited | Director | 2013-03 | 2022-01 |
| Roland Arthur Lawrence | Fine Sino Investment Limited | Director | 2013-05 | 2022-02 |
| Roland Arthur Lawrence | Carlsberg Brewery Malaysia Berhad | Director | 2012-08 | 2022-02 |
| Roland Arthur Lawrence | Gorkha Breweries Private Limited | Director | 2012-09 | 2022-02 |
| Roland Arthur Lawrence | Lao Brewery Co., Ltd. | Director | 2013-03 | 2022-04 |
| Roland Arthur Lawrence | Myanmar Carlsberg Co., Ltd. | Director | 2014-06 | 2022-02 |
| Roland Arthur Lawrence | MCCL Dis Co., Ltd. | Director | 2016-02 | 2022-02 |
| Roland Arthur | Carlsberg Asia Pte Ltd. | Director | 2018-11 | 2022-02 |
| Lawrence | ||||
| Roland Arthur Lawrence | Cambrew Limited | Director | 2018-09 | 2022-02 |
| Roland Arthur Lawrence | Angkor Beverage Co., Ltd. | Director | 2018-09 | 2022-02 |
| Roland Arthur Lawrence | Cambrew Pte Ltd. | Director | 2019-01 | 2022-02 |
| Roland Arthur Lawrence | Caretech Limited | Director | 2019-02 | 2022-01 |
| Leonard Cornelis Jorden Evers | Carlsberg Brewery Hong Kong Limited | Director | 2021-08 | 2022-06 |
| Leonard Cornelis Jorden Evers | Carlsberg Hong Kong Limited | Director | 2021-08 | 2022-06 |
| Leonard Cornelis Jorden Evers | Caretech Limited | Director | 2021-08 | 2022-06 |
| Leonard Cornelis Jorden Evers | Carlsberg Brewery Malaysia Berhad | Director | 2021-07 | 2022-06 |
| Leonard Cornelis Jorden Evers | Lao Brewery Co., Ltd. | Director | 2021-09 | 2022-06 |
| Ulrik Andersen | Carlsberg Insurance A / S | Director | 2005-02 | |
| Ulrik Andersen | Carlsberg Integrated Information Technology A / S | Director | 2015-11 | |
| Ulrik Andersen | Carlsberg Shared Services Sp.z.o.o. | Director | 2007-01 | |
| Ulrik Andersen | Carlsberg Chongqing Limited | Director | 2009-01 | |
| Ulrik Andersen | Carlsberg Ejendomme Holding A / S | Director | 2009-12 | |
| Ulrik Andersen | Carlsberg Finans A / S | Chairman | 2004-03 | |
| Ulrik Andersen | Carlsberg Central Office A/S | Chairman | 2005-12 | |
| Ulrik Andersen | Carlsberg Invest A / S | Director | 2002-03 | |
| Ulrik Andersen | Carlsberg International A/S | Chairman | 2001-09 | |
| Ulrik Andersen | Ejendomsaktieselskabet Tuborg Nord C | Director | 2009-12 | |
| Ulrik Andersen | Boliginteressentskabet Tuborg | Director | 2015-12 | |
| Ulrik Andersen | Carlsberg Supply Company AG | Director | 2013-03 | |
| Ulrik Andersen | Baltika Brewery LLC | Director | 2013-03 |
2. Information on taking office at other units
√ Applicable □ Not applicable
| Name of employees | Name of other units | Position held in other units | Starting date of tenure | Ending date of tenure |
| Yuan Yinghong | Guangzhou Institute of Certified Public Accountants | Deputy Secretary General and Secretary of Industry Discipline Inspection Commission | 2001-08 | |
| Yuan Yinghong | Guangzhu Holike Creative Home Co., Ltd. | Independent Director | 2022-01 | 2023-08 |
| Yuan Yinghong | Guangzhou Hengyun Enterprises Holding Ltd. | Independent Director | 2021-01 | 2024-03 |
| Yuan Yinghong | Guangdong Winsun Pharm Co., Ltd., | Independent Director | 2020-04 | 2023-12 |
| Yuan Yinghong | Huizhou Jinghao Medical Technology Co., Ltd. | Independent Director | 2020-12 | 2023-12 |
| Sheng Xuejun | Southwest University of Political Science & Law | Professor, Doctoral Supervisor | 2010-01 | |
| Sheng Xuejun | Southwest University of Political Science & Law | Dean of Institute of FinTech Law Research | 2018-12 | |
| Sheng Xuejun | Guilin Tourism Corporation Limited | Independent Director | 2023-03 | 2026-03 |
| Sheng Xuejun | Chongqing Department Store Co., Ltd. | Independent Director | 2020-10 | 2023-10 |
| Sheng Xuejun | Chongqing Iron & Steel Limited by Share Ltd. | Independent Director | 2021-08 | 2024-06 |
| Zhu Qianyu | Renmin University of China | Associate professor and master supervisor; Researcher of Rural Economy and Finance; Researcher of National Academy of Development and Strategy | 2010-03 | |
| Zhu Qianyu | CSG Holding Co., Ltd. | Independent Director | 2019-04 | 2023-05 |
| Zhu Qianyu | KINGFA SCI. & TECH. CO., LTD. | Independent Director | 2021-01 | 2024-01 |
| Gong Yongde | National Committee of CPPCC | Member | 2018-02 | |
| Gong Yongde | Supreme Genius Consulting Company Limited | Chairman | 2019-08 | |
| Gong Yongde | Sun Hung Kai Development (China) Limited | Tax advisor of China | 2019-10 | |
| Gong Yongde | ORIX ASIA LIMITED | Independent Director | 2020-09 | |
| Gong Yongde | eBRAM International Online Dispute Resolution Centre Limited | Director | 2021-05 | |
| Gong Yongde | Kingboard Laminates Holdings Limited | Independent Director | 2021-06 | |
| Gong Yongde | SmarTone Telecommunications Holdings Ltd. | Independent Director | 2022-03 | |
| Gong Yongde | ASPAC(HK)ACQUISITIONCORP. | Independent Director | 2022-03 | |
| Gong Yongde | Tax Institute of Hong Kong | Advisor | 2019-09 | |
| Dai Zhiwen | Beijing AnJie Law Firm | Partner | ||
| Dai Zhiwen | Professional Committee on Legal Affairs of Private Equity and Equity Investment of Beijing Lawyers Association | Member |
| Dai Zhiwen | International Business Research Society of Beijing Chaoyang Lawyers Association | Member | ||
| Li Xianjun | Automotive Development Research Center of School of Vehicle and Mobility, Tsinghua University and Industrial System Engineering Discipline | Director, doctoral supervisor and researcher | ||
| Li Xianjun | Strategic Investment Committee of China North Industries Group Corporation Limited | Advisor | ||
| Li Xianjun | The modern management branch of SAE-China | Member |
(III) Information on remuneration of directors, supervisors and senior executives
√ Applicable □ Not applicable
| Decision-making procedures on the remuneration of directors, supervisors and senior executives | During the reporting period, the allowance for independent directors was implemented in accordance with the provisions of the Independent Director System of Chongqing Brewery Co., Ltd. deliberated and approved by the General Meeting of Shareholders; The allowance for directors was proposed by the Remuneration and Appraisal Committee of the Board of Directors, submitted to the Board of Directors for deliberation and approval, and then was implemented with the approval of the General Meeting of Shareholders; The allowance for supervisors was deliberated and approved by the Board of Supervisors of the Company and then was implemented with the approval of the General Meeting of Shareholders. The remuneration of senior executives was implemented based on the Administrative Measures for the Remuneration and Performance Appraisal of Senior Executives proposed by the Remuneration and Appraisal Committee of the Board of Directors, with the deliberation and approval of the Board of Directors of the Company. |
| Basis of confirmation on the remuneration of directors, supervisors and senior executives | During the reporting period, the allowance for independent directors was implemented in accordance with the provisions of the Independent Director System of Chongqing Brewery Co., Ltd. deliberated and approved by the General Meeting of Shareholders; Except for independent directors, other directors and supervisors are not paid for their positions as directors or supervisors in the company. The remuneration for senior executives shall be based on the Administrative Measures for the Remuneration and Performance Appraisal of Senior Executives approved by the Board of Directors and the business performance of the current year determined in the Audit Report issued by the accounting firm, and be assessed and confirmed by the Remuneration and Appraisal Committee of the Board of Directors. |
| Information on compensation paid to | During the reporting period, the allowances for independent directors |
| directors, supervisors and senior executives | shall be paid by the Company monthly; The basic remuneration of senior executives was paid by the Company monthly. The performance remuneration was paid by the Company after the assessment by the Remuneration and Appraisal Committee of the Board of Directors. |
| Total compensation paid to all the directors, supervisors and senior executives at the end of the reporting period | 23.0827 million |
(IV) Information on changes in directors, supervisors and senior executives of the Company
√ Applicable □ Not applicable
| Name | Title held | Status of change | Reasons for change |
| Jo?o Miguel Ventura Rego Abecasis | Chairman | Elected | He became the member and Chairman of the tenth Board of Directors through by-election |
| Gavin Stuart Brockett | Director | Elected | He became the member of the ninth Board of Directors through by-election and the member of the tenth Board of Directors through general election |
| Andrew Douglas Emslie | Director | Elected | He became the member of the ninth Board of Directors through by-election |
| Roland Arthur Lawrence | Chairman | Quitted | Retired |
| Leonard Cornelis Jorden Evers | Chairman | Quitted | Personal reasons |
| Ulrik Andersen | Director | Quitted | Change of work contents |
| Gong Yongde | Independent Director | Quitted | Expiration of the term of office |
| Dai Zhiwen | Independent Director | Quitted | Expiration of the term of office |
| Li Xianjun | Independent Director | Quitted | Expiration of the term of office |
(V) Statement of the punishment from the securities regulatory institutions in last three years
□ Applicable √ Not applicable
(VI) Others
□ Applicable √ Not applicable
V. Information on the Board Meeting held during the reporting period
| Session number of meetings | Holding date | Resolutions made at the meeting |
| The twenty-third meeting of the ninth Board of Directors | 2022-02-16 | Please refer to “L No. 2022-004” Announcement disclosed by the Company on the website (www.sse.com.cn) of Shanghai Stock Exchange on February 17th, 2022 for details. |
| The twenty-fourth meeting of the ninth Board of Directors | 2022-03-14 | Please refer to “L No. 2022-008” Announcement disclosed by the Company on the website (www.sse.com.cn) of Shanghai Stock Exchange on March 15th, 2022 for details. |
| The twenty-fifth meeting of the ninth Board of Directors | 2022-03-31 | Please refer to “L No. 2022-010” Announcement disclosed by the Company on the website (www.sse.com.cn) of Shanghai |
| Stock Exchange on April 2nd, 2022 for details. | ||
| The twenty-sixth meeting of the ninth Board of Directors | 2022-04-27 | Please refer to “L No. 2022-015” Announcement disclosed by the Company on the website (www.sse.com.cn) of Shanghai Stock Exchange on April 27th, 2022 for details. |
| The first Meeting of the tenth Board of Directors | 2022-05-26 | Please refer to “L No. 2022-021” Announcement disclosed by the Company on the website (www.sse.com.cn) of Shanghai Stock Exchange on May 27th, 2022 for details. |
| The second Meeting of the tenth Board of Directors | 2022-06-20 | Please refer to “L No. 2022-026” Announcement disclosed by the Company on the website (www.sse.com.cn) of Shanghai Stock Exchange on June 21st, 2022 for details. |
| The third meeting of the tenth Board of Directors | 2022-08-10 | Please refer to “L No. 2022-033” Announcement disclosed by the Company on the website (www.sse.com.cn) of Shanghai Stock Exchange on August 12th, 2022 for details. |
| The fourth Meeting of the tenth Board of Directors | 2022-08-16 | Please refer to “L No. 2022-035” Announcement disclosed by the Company on the website (www.sse.com.cn) of Shanghai Stock Exchange on August 18th, 2022 for details. |
| The fifth Meeting of the tenth Board of Directors | 2022-10-26 | Please refer to “L No. 2022-037” Announcement disclosed by the Company on the website (www.sse.com.cn) of Shanghai Stock Exchange on October 28th, 2022 for details. |
| The sixth meeting of the tenth Board of Directors | 2022-11-15 | Please refer to “L No. 2022-042” Announcement disclosed by the Company on the website (www.sse.com.cn) of Shanghai Stock Exchange on November 16th, 2022 for details. |
| The seventh Meeting of the tenth Board of Directors | 2022-12-02 | Please refer to “L No. 2022-047” Announcement disclosed by the Company on the website (www.sse.com.cn) of Shanghai Stock Exchange on December 3rd, 2022 for details. |
VI. Information on duty performance of directors(I) Information on directors attending the Board Meeting and General Meeting of Shareholders
| Name of directors | Whether to be an independent director | Information on attendance at the Board Meeting | Information on attendance at the General Meeting of Shareholders | |||||
| Number of Board Meeting to be attended in this year | Number of personal attendance | Number of attendance by communication way | Number of entrusted attendance | Number of absence | Whether to fail to attend the meeting in person twice in a row | Number of attendance at the General Meeting of Shareholders | ||
| Jo?o Miguel Ventura Rego Abecasis | No | 1 | 1 | 1 | 0 | 0 | No | 1 |
| Gavin Stuart Brockett | No | 10 | 10 | 10 | 0 | 0 | No | 3 |
| Andrew Douglas | No | 5 | 5 | 5 | 0 | 0 | No | 2 |
| Emslie | ||||||||
| LeeCheeKong | No | 11 | 11 | 3 | 0 | 0 | No | 4 |
| ChinWeeHua | No | 11 | 11 | 1 | 0 | 0 | No | 4 |
| Lv Yandong | No | 11 | 11 | 4 | 0 | 0 | No | 4 |
| Yuan Yinghong | Yes | 7 | 7 | 3 | 0 | 0 | No | 3 |
| Sheng Xuejun | Yes | 7 | 7 | 7 | 0 | 0 | No | 3 |
| Zhu Qianyu | Yes | 7 | 7 | 7 | 0 | 0 | No | 2 |
| Roland Arthur Lawrence (Quitted) | No | 0 | 0 | 0 | 0 | 0 | No | 0 |
| Leonard Cornelis Jorden Evers (Quitted) | No | 5 | 5 | 5 | 0 | 0 | No | 2 |
| Ulrik Andersen (Quitted) | No | 9 | 9 | 9 | 0 | 0 | No | 3 |
| Gong Yongde (Quitted due to expiration of the term of office) | Yes | 4 | 4 | 4 | 0 | 0 | No | 1 |
| Dai Zhiwen (Quitted due to expiration of the term of office) | Yes | 4 | 4 | 4 | 0 | 0 | No | 1 |
| Li Xianjun (Quitted due to expiration of the term of office) | Yes | 4 | 4 | 4 | 0 | 0 | No | 2 |
Statement of failure to attend in person at the Board Meeting for two successive times
□ Applicable √ Not applicable
| Number of convening the Board Meeting within one year | 11 |
| Including: Number of convening site meeting | 0 |
| Number of convening meeting by communication way | 1 |
| Number of convening meeting by site combining with communication way | 10 |
(II) Information on objection to related issues of the Company raised by the directors
□ Applicable √ Not applicable
(III) Others
□ Applicable √ Not applicable
VII. Information on special committee under the Board of Directors
√ Applicable □ Not applicable
(1). Information on members of special committee under the Board of Directors
| Category of special committee | Name of members |
| Audit Committee | Audit Committee of the ninth Board of Directors: Gong Yongde, Dai Zhiwen, Li Xianjun, Chin Wee Hua, Roland Arthur Lawrence (Gavin Stuart Brockett was appointed as Member after Roland Arthur Lawrence quitted) Audit Committee of the tenth Board of Directors: Yuan Yinghong, Sheng Xuejun, Zhu Qianyu, Chin Wee Hua, Gavin Stuart Brockett |
| Nomination Committee | Nomination Committee of the ninth Board of Directors: Dai Zhiwen, Li Xianjun, Ulrik Andersen Nomination Committee of the tenth Board of Directors: Sheng Xuejun, Zhu Qianyu, Ulrik Andersen (Andrew Douglas Emslie was appointed as Member after Ulrik Andersen quitted) |
| Remuneration and Appraisal Committee | Remuneration and Appraisal Committee of the ninth Board of Directors: Gong Yongde, Dai Zhiwen, Leonard Cornelis Jorden Evers Remuneration and Appraisal Committee of the tenth Board of Directors: Zhu Qianyu, Yuan Yinghong, Leonard Cornelis Jorden Evers (Gavin Stuart Brockett was appointed as Member after Leonard Cornelis Jorden Evers quitted, and Jo?o Miguel Ventura Rego Abecasis was appointed as Member upon adjustment) |
| Strategy Committee | Strategy Committee of the ninth Board of Directors: Lee Chee Kong, Chin Wee Hua, Lv Yandong, Gong Yongde, Roland Arthur Lawrence (Leonard Cornelis Jorden Evers was appointed as Member after Roland Arthur Lawrence quitted) Strategy Commission of the tenth Board of Directors: Lee Chee Kong, Chin Wee Hua, Lv Yandong, Leonard Cornelis Jorden Evers, Yuan Yinghong (Gavin Stuart Brockett was appointed as Member after Leonard Cornelis Jorden Evers quitted, and Jo?o Miguel Ventura Rego Abecasis was appointed as Member upon adjustment). |
(2). During the reporting period, the Audit Committee held meetings for 8 times
| Holding date | Meeting content | Major opinions and recommendations | Information on other performance of duties |
| 2022-02-16 | Proposal on Conducting Aluminum Hedging by the Subsidiary of the Company and Proposal on the Investment of Short-Term Bank Financial Products by the Subsidiary of the Company were deliberated and approved at the first meeting of the Audit Committee of the ninth Board of Directors in 2022. | The Audit Committee agreed to submit these proposals to the Board of Directors for deliberation and reminded the management team of noticing the risk management and control. | |
| 2022-02-28 | Pan-China Certified Public Accountants reported and communicated the major issues concerned and found at preliminary review stage of 2021 financial audit and internal control audit at the | The Audit Committee conducted a detailed understanding and communication of key audit matters, other important matters, and |
| second meeting of the Audit Committee of the ninth Board of Directors in 2022. | internal control audits in the audit work, and paid special attention to the completion of performance commitments. | ||
| 2022-03-30 | Summary Reports on Financial Statements Audit and Internal Control Audit Performed by Pan-China Certified Public Accountants LLP for the Year of 2021; Proposal on Changes in Accounting Policy for the Year of 2021; CBC 2021 Annual Report and Executive Summary; CBC 2021 Final Account Report; Proposal on the Dividends Distribution Plan for the Year of 2021; Evaluation Report on the CBC Internal Control for the Year of 2021; Annual Performance Report of the Audit Committee of the 9th Board of Directors for the Year of 2021 and Proposal on the Appointment of Pan-China Certified Public Accountants LLP to be the Auditor of the Company’s Financial Report and Internal Control for the Year of 2022 were deliberated and approved at the third meeting of the Audit Committee of the ninth Board of Directors in 2022. | The Audit Committee agreed to submit these proposals to the Board of Directors for deliberation. | The Audit Committee focused on the progress of tax planning project. |
| 2022-04-27 | CBC 2022Q1 Report; Proposal on the Adjustment of Implementation Plan for Aluminum Hedging, and Proposal on the Adjustment of the Estimation of Daily Related Party Transactions of the Company for 2022 were deliberated and approved at the fourth meeting of the Audit Committee of the ninth Board of Directors in 2022. | The Audit Committee agreed to submit these proposals to the Board of Directors for deliberation. | The Audit Committee focused on the progress of tax planning project. |
| 2022-06-20 | Proposal on the Adjustment of 1664 Blanc Royalty Rate was deliberated and approved at the first meeting of the Audit Committee of the tenth Board of Directors in 2022. | The Audit Committee agreed to submit the proposal to the Board of Directors for deliberation. | |
| 2022-08-16 | CBC 2022 Half Year Report was deliberated and approved at the | The Audit Committee agreed to submit the |
| second meeting of the Audit Committee of the tenth Board of Directors in 2022. | proposal to the Board of Directors for deliberation. | ||
| 2022-10-26 | CBC 2022 Q3 Report was deliberated and approved at the third meeting of the Audit Committee of the tenth Board of Directors in 2022. | The Audit Committee agreed to submit the proposal to the Board of Directors for deliberation. | |
| 2022-11-15 | Proposal on the 2022 Interim Dividend Distribution Plan of Carlsberg Chongqing Brewery Company Limited; Proposal on the Estimation of Daily Related Party Transactions in 2023, and Proposal on the Investment of Short-Term Bank Financial Products in 2023 were deliberated and approved at the fourth meeting of the Audit Committee of the tenth Board of Directors in 2022. | The Audit Committee agreed to submit the proposal to the Board of Directors for deliberation. |
(3). During the reporting period, the Nomination Committee held 4 meetings.
| Holding date | Meeting content | Major opinions and recommendations | Information on other performance of duties |
| 2022-02-16 | Proposal on the Nomination of Mr. Gavin Brockett as the Director of the ninth Board of Directors of the Company was deliberated and approved at the first meeting of the Nomination Committee of the ninth Board of Directors in 2022. | The Nomination Committee considered that the candidate’s qualification conforms to relevant provisions of the Company Law and the Articles of Association and agreed to submit the nomination to the Board of Directors for deliberation. | |
| 2022-04-27 | Proposal on the Nominations of Director Candidates for the tenth Board of Directors was deliberated and approved at the second meeting of the Nomination Committee of the ninth Board of Directors in 2022. | The Nomination Committee considered that the candidates’ qualifications conform to relevant provisions of the Company Law and the Articles of Association and agreed to submit the nominations to the Board of Directors for deliberation. | |
| 2022-06-20 | Proposal on the Nomination of Mr. Andrew Emslie as the Director of the Company was deliberated and | The Nomination Committee considered that the candidate’s |
| approved at the first meeting of the Nomination Committee of the tenth Board of Directors in 2022. | qualification conforms to relevant provisions of the Company Law and the Articles of Association and agreed to submit the nomination to the Board of Directors for deliberation. | ||
| 2022-11-15 | Proposal on the Nomination of Mr. Jo?o Abecasis as the Director of the tenth Board of Directors of the Company was deliberated and approved at the second meeting of the Nomination Committee of the tenth Board of Directors in 2022. | The Nomination Committee considered that the candidate’s qualification conforms to relevant provisions of the Company Law and the Articles of Association and agreed to submit the nomination to the Board of Directors for deliberation. |
(4). During the reporting period, the Remuneration and Appraisal Committee held 2 meetings
| Holding date | Meeting content | Major opinions and recommendations | Information on other performance of duties |
| 2022-03-30 | Proposal on the Annual Evaluation of the Performance and Remuneration of the Senior Management for the Year of 2021 was deliberated and approved at the first meeting of Remuneration and Appraisal Committee of the ninth Board of Directors in 2022. | The Remuneration and Appraisal Committee considered that the remuneration of the company's senior management in 2021 conforms to the provisions of Administrative Measures for the Remuneration and Performance Appraisal of Senior Management, and agreed to submit the proposal to the Board of Directors for deliberation. | |
| 2022-08-16 | Proposal on the Amendment of Remuneration and Performance Appraisal Plan for Senior Management was deliberated and approved at the first meeting of the Remuneration and Appraisal Committee of the tenth Board of Directors in 2022. | The Remuneration and Appraisal Committee agreed to submit the proposal to the Board of Directors for deliberation. |
(5). During the reporting period, the Strategy Committee held 1 meeting.
| Holding date | Meeting content | Major opinions and recommendations | Information on other performance of duties |
| 2022-03-30 | Proposal on the CBC Financial Budget for the Year of 2022 was deliberated and approved at the first meeting of Strategy Committee of the ninth Board of Directors in 2022. | The Strategy Committee agreed to the proposal. |
(6). Specific circumstances with objections
□ Applicable √ Not applicable
VIII. Statement of the Company’s risks found by the Board of Supervisors
□ Applicable √ Not applicable
The Board of Supervisors has no objection to the supervisory matters during the reporting period.
IX. Information on employees of parent company and main subsidiaries at the end of reporting period(I) Information of employees
| Number of employees on active duty in the parent company | 46 |
| Number of employees on active duty in the main subsidiaries | 6,719 |
| Total number of employees on active duty | 6,765 |
| Number of retired employees of whom the cost shall be undertaken by the parent company and main subsidiary | 4,271 |
| Profession constitution | |
| Classification of profession constitution | Number of profession constitution |
| Production personnel | 1,962 |
| Sales personnel | 2,988 |
| Technical personnel | 1,289 |
| Financial personnel | 256 |
| Administrative personnel | 88 |
| Others | 182 |
| Total | 6,765 |
| Educational status | |
| Classification of educational status | Quantity (Person) |
| Postgraduate | 177 |
| Undergraduate | 1,535 |
| Junior college | 2,250 |
| Senior high school and below | 2,803 |
| Total | 6,765 |
(II) Remuneration policy
√ Applicable □ Not applicable
During the reporting period, the compensation policy for employees of the Company was based on the economicbenefit and business performance of the Company. According to the Company’s annual beer production and salesvolume and profit situation, and considering the market remuneration situation, the salary growth ratio of allemployees was determined. The year-end incentive assessment linked to the Company’s performance wasimplemented to middle and above management personnel. KPI performance indicator assessment was implementedin the production workshop, which was combined with product quality, various consumption indicators andproduction efficiency. The salary of the Company’s employees consisted of fixed salary, performance assessmentsalary and year-end dividend.
(III) Training plan
√ Applicable □ Not applicable
The Company has a perfect employee training mechanism, that is, it will make training plans according to businessdevelopment needs every year, and organize to carry out trainings.During the reporting period, the Company opened the leadership courses such as 3A Leadership - Synergy, 3ALeadership - Daring to Take Responsibility, 3A Leadership - Putting Into Practice, New Generation Management,DDI copyright course Improvement of Management Execution Ability, Incentive Deployment and Retaining Talentsand Target Selection for the ability improvement of the key talents and team manager, in which the targeted actionlearning project Tiger Program was held respectively for the sales director and manager levels and the CE BasicModule Optimization - Organization Management was held for the supply chain manager level; For the young talentability building and development, the young talent item was upgraded, which was divided into three items of“Comprehensive Management Trainees”, “Supply Chain Management Trainees” and “Special Sales Talents” as thetalent reserves of the organization, and the training of courses such as 7 Habits of Highly-Efficiency Talents, TimeManagement and Role Transition of Professionals, etc. was provided; For the ability improvement and developmentof all staff, such courses as Financial Training for Non-Financial Manager - Basic Edition, Financial Training forNon-Financial Manager – Intermediate Edition, Situational Leadership II, Effective Coaching, and CarlsTalk orother sharing were provided to help the Company’s rapid development.The sales team organized the theme training of Eight Driving Forces, Eight Steps of Visiting, Sales Skill, DistributorImprovement, Shift Practical Operation Teaching of Enabling Sales Specialists, Taste and Art of Beer, etc., tocontinue to build the ability of sales team; Launched more targeted training contents of Terminal Development andManagement of Catering, Terminal Development and Management of Entertainment, Joint Business Plan of KeyTerminal, etc.; At the same time, the Win-Win Negotiation, Big Shot Sharing and other training and sharing wereprovided to improve the negotiation ability of sales personnel and promote the completion of sales target.
In terms of the supply chain, the Company continued to deepen the lean production, enhanced the systematic andstandard awareness of factory construction, launched Training on Basic Awareness of Carlsberg Excellent System,Introduction of Four Supports of Carlsberg, Root Cause Analysis and Problem Solving, Sensory Taste Training andEHS Training, and improved the work efficiency while promoting the standard awareness of the front-lineemployees.
(IV) Information on labor outsourcing
√ Applicable □ Not applicable
| Sum of working hours of labor outsourcing | 3,413,570h |
| Remuneration sum paid for labor outsourcing | RMB 160,581,100 |
X. Profit distribution or the plan of capital reserve converted into share capital(I) Information on preparation, implementation or adjustment of cash dividends policy
√ Applicable □ Not applicable
According to the Corporation Law of the People's Republic of China, Accounting Standards and Articles ofAssociation, the Company propose below dividend distribution plan after considering the operation andshareholder’s interest.
The Company plans to distribute cash dividends to all shareholders based on the total share capital of 483,971,198shares as of December 31, 2022. The total amount of cash dividends is CNY 1,258,325,114.80 (tax included). Thecash dividends to be distributed is derived from the operating profit of daily operation and is a kind of ordinarydividends. The Company plans to distribute cash dividends of CNY 2.60 per share (tax included). After theimplementation of the dividend distribution plan for 2022, the remaining undistributed profit in the consolidatedstatement of the Company is CNY 77.69 million, and the remaining undistributed profit in the statement of theparent company is CNY 302.83 million. The Company will not use capital reserve to increase share capital in 2022.
(II) Special statement of cash dividend policies
√ Applicable □ Not applicable
Whether the provisions of the Articles of Association or therequirements of resolutions made at the General Meeting ofShareholders are met
| √Yes □ No | |
| Whether the dividend standards and proportion are specific and clear | √Yes □ No |
| Whether relevant decision-making procedures and mechanisms are complete | √Yes □ No |
| Whether independent directors fulfill their duties and exert their due roles | √Yes □ No |
| Whether minority shareholders have the opportunities to fully express opinions and appeals and whether their legal rights and interests are protected fully | √Yes □ No |
(III) During the reporting period, the Company profited and the parent company’s profit for distribution
to the shareholders was positive, but in case of no cash dividend distribution plan presented, theCompany should, in details, disclose the cause, as well as the purpose and use plan of the undistributedprofit
□ Applicable √ Not applicable
(IV) Information on profit distribution and capital accumulation fund transferred to capital stock during
this reporting period
√ Applicable □ Not applicable
Monetary unit: RMB Yuan
| Number of distributed bonus share (s) every 10 shares (Share) | |
| Number of dividend payout every 10 shares (RMB) (tax-inclusive) | 26.00 |
| Number of increase by transferring every 10 shares (Share) | |
| Amount of cash dividends (tax-inclusive) | 1,258,325,114.80 |
| Net profits attributable to common shareholders of the listed company in consolidated statements in dividend-receiving year | 1,263,604,930.09 |
| Proportion (%) accounting for net profits attributable | 99.58 |
| to common shareholders of the listed company in consolidated statements (%) | |
| Amount of buy-back of share in cash to be included in the cash dividends | |
| Cumulative dividend amount (tax-inclusive) | 1,258,325,114.80 |
| Proportion of cumulative dividend amount to net profits attributable to common shareholders of the listed company in consolidated statements (%) | 99.58 |
XI. Information on the Company’s equity incentive plan, employee shareholding plan or other employeeincentives and its influence(I) Incentive matters are already disclosed in the interim announcement and without progress or changesof subsequent execution
□ Applicable √ Not applicable
(II) Information on incentives not disclosed in the interim announcement or with subsequent progressInformation on equity incentive
□ Applicable √ Not applicable
Other remarks
□ Applicable √ Not applicable
Information on employee shareholding plan
□ Applicable √ Not applicable
Other incentive measures
□ Applicable √ Not applicable
(III) Information on equity incentive awarded to directors and senior executives during the reportingperiod
□ Applicable √ Not applicable
(IV) Information on the establishment and implementation of the evaluation system and incentivemechanism for the senior executives during the reporting period
√ Applicable □ Not applicable
According to the need to establish a modern corporate system, the Company implemented the appointment systemto senior executives, and established a fair and transparent performance evaluation and incentive mechanism fordirectors, supervisors and senior executives, to urge executives to fulfill the obligation of good faith and diligence,clarify their rights and responsibilities, and give play to the positivity and creativity of senior executives. Themanagement team supervised the daily performance of senior executives in accordance with Rules on the Work ofGeneral Manager and Company Financial Management System. The Company conducted year-end evaluation tosenior executives, and awards and punishments according to the business objectives set at the beginning of the yearand the remuneration system for senior executives approved by the General Meeting of Shareholders.
XII. Information on establishment and implementation of internal control systems during the reportingperiod
√ Applicable □ Not applicable
The Company evaluates and revises the control process related to business in this year. During the reporting period,the Company provides training in risk and internal control policy for internal control staffs. The internal auditdepartment is responsible for auditing special processes such as assets management process, personal informationprotection compliance process, distributor management process, commodity futures hedging process and humanresource process.
Statement of great defects in internal control during the reporting period
□ Applicable √ Not applicable
XIII. Information on management control on the subsidiaries during the reporting period
√ Applicable □ Not applicable
According to enterprise internal control system, the Company continuously evaluates the effectiveness of internalcontrol of subsidiaries, and supervises the internal control through special process audit.The Company has not purchased new subsidiaries during the reporting period.
XIV. Statement on relevant situation of internal control audit report
√ Applicable □ Not applicable
Pan-China Certified Public Accountants LLP engaged by the Company conducted an audit on the effectiveness ofinternal control related to financial reports of the Company and issued a standard unqualified audit report. 2022Internal Control Audit Report of the Company refers to the website of SSE.Whether internal control audit report is disclosed: YesType of internal control audit report opinion: Standard unqualified opinion
XV. Information on rectification of problems found by the listed company through special governanceactionsIn strict accordance with the List of Special Self-inspection of Governance for Listed Companies, the Companyanalyzes carefully, and the major assets restructuring that the horizontal competition among controlling shareholders,actual controllers and listed companies founded in self-inspection having been completed at the end of December2020 is solved thoroughly.The circumstance with qualification of failure for cash dividend in 2020 was found in self-inspection, because thelisted company should raise necessary fund for settling profit/loss of transitional period of reorganized andcontributed assets and daily management expenditure with Carlsberg Chongqing Brewery (formerly known as“Chongqing Jianiang”), and after major assets restructuring was completed, the business of listed company has beentotally injected into Carlsberg Chongqing Brewery without operating cash flow, and Carlsberg Chongqing Brewerycould not pay dividend to the listed company temporarily due to negative profit available for distribution.Considering the robustness of company operation, adequacy of cash flow and long-term development, the Companydidn’t distribute cash dividend in 2020. In 2021, the Company has distributed the cash dividend RMB 2.00 (tax-inclusive) per share, a total of RMB 968 million according to the provision and guideline of dividend of CSRC andSSE and company dividend policy.In addition, the circumstance that the independent director of the listed company works on site for less than 10working days due to external restrictions was found in self-inspection, and the listed company would provide eachconvenient condition to safeguard the duty performance of independent directors on site.
XVI. Others
□ Applicable √ Not applicable
SECTION V ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES
I. Environmental information
| Whether the environmental protection mechanism has been established | Yes |
| Environmental protection fund (in unit of: RMB ten thousand) has been invested during the reporting period | i.e., RMB 17,260,000. |
(I) Statement of the environment protection of the Company belonging to the heavy pollution units asprescribed by the environment protection department and its major subsidiaries
√ Applicable □ Not applicable
1. Pollution discharge information
√ Applicable □ Not applicable
| Company name | Name of major pollutants and characteristic pollutants | Discharge mode | Number of discharge outlet | Distribution information | Discharge concentration | Pollutant discharge standards implemented | Total amount of discharge | Total discharge amount approved | Excessive discharge information |
| Wanzhou Branch of Carlsberg Chongqing Brewery Co., Ltd. | Wastewater | Be discharged into the urban pipe network after qualified treatment | 1 | Northwest of the factory | COD: 101mg/l Ammonia nitrogen: 3.2mg/l | GB19821-2005 Discharge Standard of Pollutants for Beer Industry pretreatment standard | COD: 0.05454t Ammonia nitrogen: 0.01728t | COD: 22.91t Ammonia nitrogen: 4.3t | Non-exceeding |
| Carlsberg Chongqing Brewery Co., Ltd. (Mawang Township Factory) | Wastewater | Be discharged into the urban pipe network after qualified treatment | 1 | Northeast corner of the factory | COD: 100.99mg/L Ammonia nitrogen: 15.94mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry pretreatment standard | COD: 17.325t Ammonia nitrogen: 2.687t | COD: 376.78t Ammonia nitrogen: 33.91t | Non-exceeding |
| Carlsberg Chongqing Brewery Co., Ltd. (Dazhulin Factory) | Wastewater | Be discharged into the urban pipe network after qualified treatment | 1 | North in the factory | COD: 127.58mg/L Ammonia nitrogen: 1.39mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry pretreatment standard and GB31962-2015 Wastewater Quality Standards for Discharge to Municipal Sewers | COD: 10.321t Ammonia nitrogen: 0.181t | COD: 116.33t Ammonia nitrogen: 21.81t | Non-exceeding |
| Hechuan Branch of Carlsberg Chongqing Brewery Co., Ltd. | Wastewater | Be discharged into the urban pipe network after qualified treatment | 1 | North gate in the factory | COD: 200mg/L Ammonia nitrogen: 16.20mg/L | GB19821-2005 Pretreatment standards for beer enterprises Discharge Standard of | COD: 25.38t Ammonia nitrogen: 1.49t | COD: 66.26t Ammonia nitrogen: 5.96t | Non-exceeding |
| Pollutants for Beer Industry | |||||||||
| Liangping Branch of Carlsberg Chongqing Brewery Co., Ltd. | Wastewater | Be discharged into the urban pipe network after qualified treatment | 1 | Out of the gate of the factory | COD: 240.94 mg/L Ammonia nitrogen: 13.88 mg/L | GB19821-2005 Pretreatment standards for beer enterprises Discharge Standard of Pollutants for Beer Industry | COD: 27.25t Ammonia nitrogen: 1.57t | COD: 429.45t Ammonia nitrogen: 38.65t | Non-exceeding |
| Chongqing Brewery Yibin Co., Ltd. | Wastewater | Be discharged into the urban pipe network after qualified treatment | 1 | South of the factory | COD: 99mg/L Ammonia nitrogen: 2.1mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry | COD: 17.3t Ammonia nitrogen: 0.3t | COD: 145t Ammonia nitrogen: 29t | Non-exceeding |
| Chongqing Beer Panzhihua Co., Ltd. | Wastewater | Be discharged into the urban pipe network after qualified treatment | 1 | West in the factory | COD: 110mg/L Ammonia nitrogen: 14.88 mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry pretreatment standard | COD: 1.1765t Ammonia nitrogen: 0.1734t | COD: 286.36t Ammonia nitrogen: 25.77t | Non-exceeding |
| Hunan Chongqing Brewery Grandmen Co., Ltd. | Wastewater | Be discharged into the urban pipe network after pretreatment and enter the urban sewage treatment station | 1 | West of the factory | COD: 166 mg/L Ammonia nitrogen: 0.98 mg/L | GB19821-2005 Pretreatment standards for beer enterprises Discharge Standard of Pollutants for Beer Industry | COD: 15.55t Ammonia nitrogen: 0.16t | COD: 55t Ammonia nitrogen: 21t | Non-exceeding |
| Yongzhou Branch of Hunan Chongqing Brewery Grandmen Co., Ltd. | Wastewater | Be discharged into the urban pipe network after pretreatment and enter the urban sewage treatment station | 1 | South of the factory | COD: 147 mg/L Ammonia nitrogen: 0.73 mg/L | GB19821-2005 Pretreatment standards for beer enterprises Discharge Standard of Pollutants for Beer Industry | COD: 1.834t Ammonia nitrogen: 0.344t | COD: 39t Ammonia nitrogen: 8t | Non-exceeding |
| Chongqing Brewery Group Chengdu Bock Beer Co., Ltd. | Wastewater | Be discharged into the urban pipe network after qualified treatment | 1 | East of the factory | COD: 105 mg/L Ammonia nitrogen: 3.0 mg/L | GB19821-2005 Pretreatment standards for beer enterprises Discharge Standard of Pollutants for Beer Industry | COD: 10.8t Ammonia nitrogen: 0.25t | COD: 356t Ammonia nitrogen: 32t | Non-exceeding |
| Kunming Huashi Brewery Co., | Wastewater | Discharge after qualified | 1 | Southwest of the factory | COD: 113.19mg/L Ammonia | GB19821-2005 Discharge | COD: 16.50t Ammonia | COD: 158.37t Ammonia | Non-exceeding |
| Ltd. | treatment | nitrogen: 9.12mg/L | Standard of Pollutants for Beer Industry pretreatment standard and GB31962-2015 Wastewater Quality Standards for Discharge to Municipal Sewers | nitrogen: 1.33t | nitrogen: 11.88t | ||||
| Carlsberg (China) Brewery Industry and Trade Limited | Wastewater | Discharge after qualified treatment | 1 | Northwest of the factory | COD: 71.77mg/L Ammonia nitrogen: 2.09 mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry pretreatment standard | COD: 18.14t Ammonia nitrogen: 0.526t | COD: 312.59t Ammonia nitrogen: 29.23t | Non-exceeding |
| Carlsberg Brewery (Guangdong) Co., Ltd. | Wastewater | Discharge after qualified treatment | 1 | Northwest of the factory | COD: 52 mg/L Ammonia nitrogen: 9.9 mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry and DB44/26-2001 Discharge Limit of Water Pollutants | COD: 11.2t Ammonia nitrogen: 2.14t | COD: 15.27t Ammonia nitrogen: 2.86t | Non-exceeding |
| Carlsberg Brewery (Jiangsu) Co., Ltd. | Wastewater | Discharge to municipal sewage treatment plant after being up to standard | 1 | West side of the factory | COD: 108 mg/L Ammonia nitrogen: 4.16 mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry pretreatment standard | COD: 13.811t Ammonia nitrogen: 0.79t | COD: 118.82t Ammonia nitrogen: 15.36t | Non-exceeding |
| Carlsberg Brewery (Anhui) Co., Ltd. | Wastewater | Discharge after qualified treatment | 1 | Northeast of the factory | COD: 62mg/L Ammonia nitrogen: 4.6mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry | COD: 13t Ammonia nitrogen: 0.97t | COD: 53.23t Ammonia nitrogen: 3.44t | Non-exceeding |
| Carlsberg Tianmuhu Brewery (Jiangsu) Co., Ltd. | Wastewater | Discharge to municipal sewage treatment plant after being up to standard | 1 | West side of the factory | COD: 262.86mg/L Ammonia nitrogen: 15.47mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry | COD: 11.95t Ammonia nitrogen: 3.69t | COD: 71.7t Ammonia nitrogen: 5.4t | Non-exceeding |
| Xinjiang Wusu Beer Co., Ltd. | Wastewater | Discharge after qualified treatment | 1 | Northwest corner in the factory | COD: 105.12mg/L Ammonia nitrogen: 12.33mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry pretreatment standard and GB31962-2015 Wastewater Quality | COD: 22.5t Ammonia nitrogen: 2.42t | COD: 301t Ammonia nitrogen: 98t | Non-exceeding |
| Standards for Discharge to Municipal Sewers | |||||||||
| Xinjiang Wusu Brewery (Wusu) Co., Ltd. | Wastewater | Discharge after qualified treatment | 1 | Northwest corner in the factory | COD: 36mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry pretreatment standard and GB31962-2015 Wastewater Quality Standards for Discharge to Municipal Sewers | COD: 6.72t; | COD: 23.49 t Ammonia nitrogen: 2.35 t | Non-exceeding |
| Xinjiang Wusu Brewery (Yining) Co., Ltd. | Wastewater | Discharge after qualified treatment | 1 | Southeast of the factory | COD: 75.93mg/L Ammonia nitrogen: 0.635mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry pretreatment standard and GB31962-2015 Wastewater Quality Standards for Discharge to Municipal Sewers | COD: 3.606t Ammonia nitrogen: 1.2946t | COD: 18t Ammonia nitrogen: 11.025t | Non-exceeding |
| Xinjiang Wusu Brewery (Korla) Co., Ltd. | Wastewater | Be discharged into the urban pipe network after qualified treatment | 1 | Southwest of the factory | COD: 2000mg/L Ammonia nitrogen: 25mg/L | Negotiated discharge standard in modification list of GB19821-2005 Discharge Standard of Pollutants for Beer Industry | COD: 0.643t Ammonia nitrogen: 0.005t | COD: No total output requirement Ammonia nitrogen: No total output requirement | Non-exceeding |
| Xinjiang Wusu Brewery (Aksu) Co., Ltd. | Wastewater | Discharge after qualified treatment | 1 | West side of the factory | COD: 61mg/L Ammonia nitrogen: 2.89mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry pretreatment standard and GB31962-2015 Wastewater Quality Standards for Discharge to Municipal Sewers | COD: 8.75t Ammonia nitrogen: 0.18t | COD: 28t Ammonia nitrogen: 5.25t | Non-exceeding |
| Ningxia Xixia | Wastewater | Discharge after | 1 | Southwest of the | COD: 68.2mg/L | GB19821-2005 | COD: 13.113t | COD: 300t | Non-exceeding |
| Jianiang Brewery Co., Ltd. | qualified treatment | factory | Ammonia nitrogen: 2.7mg/L | Discharge Standard of Pollutants for Beer Industry pretreatment standard and GB31962-2015 Wastewater Quality Standards for Discharge to Municipal Sewers | Ammonia nitrogen: 0.579t | Ammonia nitrogen: 9t |
2. Information on construction and operation of pollution prevention and control facilities
√ Applicable □ Not applicable
In 2022, the Company's pollution control facilities operated stably, with all pollutants being discharged by meetingstandards. All pollutants were qualified in the environmental protection inspection by environmental protectiondepartments at all levels.
3. Information on environmental influence assessment of construction projects and other administrativelicensing for environmental protection
√ Applicable □ Not applicable
Carlsberg (Foshan) Co., Ltd. newly built the beer project with 500,000kl annual output, and obtained the approval(FHSF [2022] No. 98) of environmental impact statement on December 19, 2022;Xinjiang Wusu Beer (Korla) Phase 3 Expansion Project was implemented, environmental impact assessment replyNo. BHPJH [2022] No. 82;
4. Emergency plan for emergent environmental incidents
√ Applicable □ Not applicable
The Company has attached importance to environmental emergency early warning and risk prevention and control,and has established complete environmental risk prevention and control measures. Each brewery of the Companyhas formulated the Emergency Plan for Emergent Environmental Incidents and Environmental Risk AssessmentReport, and put them on filing in relevant environmental protection departments. The Company can correctly copewith local or regional environmental pollution accidents caused by emergency environmental pollution andecological damage, and ensure that the field emergency treatment can be quickly and effectively carried out toprotect the brewery and surrounding environment as well as the life and property of the people in residential areasand prevent emergency environmental pollution accidents.
5. Environmental self-monitoring scheme
√ Applicable □ Not applicable
Each brewery of the Company has prepared the environmental protection self-monitoring scheme to conduct self-monitoring on various pollutant factors. The Company implements Discharge Standard of Pollutants for BeerIndustry (GB19821-2005) and ISO14001 environmental management system and internal SHAPE system(environmental health and safety excellence assessment system).
6. Information on administrative penalties imposed for environmental problems during the reportingperiod
□ Applicable √ Not applicable
7. Other environmental information that shall be made public
□ Applicable √ Not applicable
(II) Statement of environmental protection of companies other than key pollutant discharging units
√ Applicable □ Not applicable
| Company name | Name of major pollutants and characteristic pollutants | Discharge mode | Number of discharge outlet | Distribution information | Discharge concentration | Pollutant discharge standards implemented | Total amount of discharge | Total discharge amount approved | Excessive discharge information |
| Chongqing Brewery Xichang Co., Ltd. | Wastewater | Discharge after qualified treatment | 1 | North and south of the factory | COD: 3500mg/L Ammonia nitrogen: 80 mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry | COD: 3.76t Ammonia nitrogen: 0.49t | COD: 105t Ammonia nitrogen: 9.45t | Non-exceeding |
| Fuling Branch of Carlsberg Chongqing Brewery Co., Ltd. | Wastewater | Be discharged into the urban pipe network after pretreatment and enter the urban sewage treatment station | 1 | Out of the main entrance of the factory | COD: 30.652 mg/l Ammonia nitrogen: 0.515mg/l | GB19821-2005 Discharge Standard of Pollutants for Beer Industry | COD: 0.728t Ammonia nitrogen: 0.0098t | COD: 143.18t Ammonia nitrogen: 12.89t | Non-exceeding |
| Shizhu Branch of Carlsberg Chongqing Brewery Co., Ltd. | Wastewater | Be discharged into the park pipe network after qualified treatment | 1 | Northwest corner in the factory | COD: 199mg/L Ammonia nitrogen: 1 mg/L | GB19821-2005 Discharge Standard of Pollutants for Beer Industry | COD: 26.62t Ammonia nitrogen: 0.185t | COD: 143.18t Ammonia nitrogen: 12.88t | Non-exceeding |
1. Information on administrative penalties imposed for environmental problems
□ Applicable √ Not applicable
2. Disclosure of other environment information by referring to key pollutant discharging units
□ Applicable √ Not applicable
3. Reasons for not disclosing other environmental information
□ Applicable √ Not applicable
(III) Information favorable to ecological protection, pollution prevention and control, andenvironmental responsibility performance
√ Applicable □ Not applicable
The Company paid high attention to rational utilization of water resources, and achieved the goal of unit waterconsumption in 2022 set by the Group falling by 25% in advance.Through lean production and management, we took a series of water saving measures, including water-savingtransformation of bottle washer, packaged water reclamation project, water-saving vacuum pump and reclaimedwater reuse project, and constantly reduced the unit water consumption. The water use efficiency reduced from
3.87HL/HL in 2015 to 2.24HL/HL in 2022, and the water consumption fell by 42%. The total water consumptionin 2022 saved more than 2,070,000kl compared with that in 2015, equivalent to 8,000,000 standard swimming pools
of Olympic Games.In 2022, the water saving efficiency of the Company won multiple honors:
1. In 2022, Carlsberg (China) Brewery Industry and Trade Limited won national “Water Efficiency Leader” honor.
2. Carlsberg Chongqing Brewery Co., Ltd. (Dazhulin Brewery) and Carlsberg Chongqing Brewery Co., Ltd.Liangping Branch (Liangping Brewery) subordinated to the Company won 2022 Chongqing level “Water EfficiencyLeader”.
3. Carlsberg Chongqing Brewery Co., Ltd. (Dazhulin Brewery) was awarded as “Chongqing Level Water SavingEnterprise”.
4. Carlsberg Brewery (Guangdong) Co., Ltd. (Huizhou Brewery) won “Huizhou Water Saving Enterprise” title.
(IV) Measures taken for reducing carbon emissions during the reporting period and their effects
| Whether to take carbon reduction measures | Yes |
| Reduce emission of carbon dioxide equivalent (in unit of: ton) | 97,742 |
| Type of carbon emission reduction measures (such as power generation with clean energy, carbon emission reduction technology in production process, research and development and production of new products contributive to carbon emission reduction) | Apply carbon emission reduction technology in production process and optimize the energy structure. |
Specific description
√ Applicable □ Not applicable
In order to reduce the carbon emission of beer production link, the Company actively takes the energy saving andemission reduction actions, and continues to increasing the energy saving and technological transformation ofproduction technology and investment in energy structure optimization.Through performance benchmarking management, good practical application and lean production, the Companycontinues to improve the energy use efficiency and reduce the carbon emission of factory production link.Meanwhile, it actively develops the energy saving and technological transformation products, including applicationof low-voltage dynamic boiling technology, comprehensive utilization of thermal energy, boiler efficiencypromotion, energy saving and transformation of bottle washer and sterilization machine.In contrast with that in 2018, the Company’s comprehensive energy consumption in 2022 reduced by 20%.The Company actively explores the alternative solution of clean energy, and tries to replace the traditional fossilenergy with marsh gas and other new energies. In addition, the Company devotes to promoting the use ratio ofrenewable electricity of brewing link. In 2022, the Company used 157,142MWH green power in the proportion of100%, and realized 97,742t carbon emission reduction. In 2022, the carbon emission of brewing of beer/HL reducedby more than 75% compared with that in 2015, and a total of 230,000t carbon dioxide was decreased, equivalent to9,300mu trees planted.In order to reduce the carbon emission of logistics transportation link, the Company used electric forklift instead ofdiesel forklift in each brewery, and effectively reduced 2.24t carbon emission in contrast with that in 2021. Whilevigorously promoting the electrification of logistics fleet, the Company continues to propel the forklift batteryreplacement project, and replaces the traditional lead-acid battery with more eco-friendly lithium-ion battery. Inaddition, the Company cooperates with the logistics supplier, strictly monitors the use of fuel of logistics link,provides training for driver on fuel efficiency, and promotes the energy saving consciousness and environmentalperformance of suppliers.In the cooling storage link, the Company positively coordinates with the requirement of “any new refrigerator mustbe used with LED lighting and eco-friendly refrigerant” proposed by the group, and purchases the new refrigeratorused with eco-friendly refrigerant. In addition, while the Company uses the refrigerant free of Freon and energy
saving freezer to effectively reduce the emission of greenhouse gas generated by refrigerant while reducing 10%terminal energy consumption. The Company began to carry out energy saving freezer project from 2021, andpurchased about 18,000 energy saving freezers every year.
II. Information on social responsibility(I) Whether to disclose the social responsibility report, sustainable development report or ESG report alone
√ Applicable □ Not applicable
For details, please refer to the 2022 Environmental, Social and Governance Report disclosed by the Company onthe website of Shanghai Stock Exchange (www.sse.com.cn) on the same day.
(II) Information on social responsibility works
√ Applicable □ Not applicable
| External donation and public welfare project | Quantity / content | Statement of situation |
| Total input (RMB ten thousand) | 29.8 | Please refer to the following specification. |
| Including: Funds (RMB ten thousand) | 29.8 | |
| Material discount (RMB ten thousand) | ||
| Number of people (Person) |
Specific description
√ Applicable □ Not applicable
1. On September 2, 2022, the 19th “Chongqing Brewery” Charity Grant Awarding Ceremony held by YibinMunicipal Party Committee of the Communist Youth League and Chongqing Brewery Yibin Co., Ltd. was held,and a total of RMB 0.2 million charity grant was awarded to 60 freshmen on site.
2. In the league and student union work brand cultivation and construction activity of “One Brand for OneUniversity” of universities in Chongqing, Chongqing Brewery Co., Ltd. invested expenditure in construction ofeach “Top 10 league and student union work brands” supporting project, a total of RMB 0.098 million, benefitingthousands of people.
III. Information on consolidating and expanding the achievements in poverty alleviation and ruralrevitalization
□ Applicable √ Not applicable
Specific description
□ Applicable √ Not applicable
SECTION VI SIGINIFICANT EVENTS
I. Fulfillment of commitments(I) The commitment matters of the Company’s actual controllers, shareholders, related parties, purchasers, the Company and other related parties during thereporting period or lasting to the reporting period
√ Applicable □ Not applicable
| Background of commitments | Types of commitments | Committing parties | Content of commitments | Time and duration of commitments | Whether there is a duration of the fulfillment | Whether timely and strict commitment is conducted | Specific reasons in case of failure of timely fulfillment | Plan for the next step in case of failure of timely fulfillment |
| Commitments related to major asset restructuring | Asset injection | Listed company | The listed company has the legal and complete ownership of the assets to be injected by Chongqing Brewery, and the listed company truly holds such assets, and is free from any events of holding them for others or for the benefit of others by entrustment or trust; there are no other rights such as mortgages or pledges on such assets, no other interest arrangements prohibiting or restricting transfer of such assets, nor any restrictions such as seizure, sealing up or freeze of such assets by law enforcement departments that restrict the rights on such assets or other circumstances that hinder the | Long-term | No | No | The 36 registered trademarks of Chongqing Brewery were seized on Dec. 2, 2020 due to litigations, including ten registered trademarks of the “Shancheng” series and 26 registered trademarks of the “Chongqing” series. On Dec. 9, 2020, the listed company obtained a ruling issued by the Chongqing No. 1 | The listed company will continue to following up the trademark transfer procedures and update the progress after the completion of the transfer. |
| transfer of ownership; the ownership of such assets is clear, with no ownership disputes or potential disputes of any kind, and with no internal decision-making obstacles or substantive legal obstacles to the assignment or transfer of such assets. At the same time, the listed company guarantees that this situation will continue until the assets intended to be injected to Chongqing Brewery are transferred to Chongqing Jianiang. | Intermediate People’s Court, which ruled to unseal the seized assets of Chongqing Brewery. In order to ensure the normal use of such trademarks by Chongqing Jianiang before the change of registration of such trademarks to the name of Chongqing Jianiang (renamed as “Carlsberg Chongqing”), Chongqing Brewery signed a Trademark Licensing Contract with Chongqing Jianiang on Dec. 2, 2020, authorizing Chongqing Jianiang to use such trademarks during the period from the delivery date to the expiration date of such trademarks. |
| transfer, the above matters will not have a material adverse impact on the production and operation of the listed company, nor will they commit material breach of relevant commitments. | ||||||||
| Commitments related to major asset restructuring | Others | Carlsberg | 1. Carlsberg will ensure to maintain the independence of the listed company from Carlsberg and its affiliates in terms of business, assets, finance, personnel and institutions, will strictly abide by relevant regulations of CSRC on the independence of listed companies, and will not use the control of the listed company to violate the standard operating procedures of the listed company, interfere in the business decisions of the listed company, or damage the legitimate rights and interests of the listed company and other shareholders; 2. The restructuring is conducive to improving the governance mechanism of the listed company, | Long-term | No | Yes |
| improving the integrity of the assets of the listed company, enhancing the independence of the listed company, and helping the listed company maintain independence in terms of personnel, procurement, production, sales and intellectual property rights, which is in line with the interests of the listed company and all its shareholders. After the completion of the restructuring, Carlsberg will give full play to the active role of a controlling shareholder and assist the listed company to further strengthen and improve the governance structure of the listed company. Carlsberg commits that, if it violates the above commitments and thus causes losses to the listed company, it will bear corresponding compensations according to law. | ||||||||
| Commitments related to major asset restructuring | Others | Carlsberg Breweries | 1. Carlsberg Breweries will ensure to maintain the independence of the listed company from Carlsberg Breweries and its affiliates in terms of business, assets, finance, personnel and institutions, will strictly abide by relevant regulations | Long-term | No | Yes |
| the listed company. Carlsberg Breweries also commits to urge Carlsberg Hong Kong and Carlsberg Chongqing to abide by and implement the above commitments to avoid harming the interests of the listed company and other shareholders. Carlsberg Breweries commits that, if it violates the above commitments and thus causes losses to the listed company, it will bear corresponding compensations according to law. | ||||||||
| Commitments related to major asset restructuring | Resolution of related-party transactions | Carlsberg and Carlsberg Breweries | During the period when the Carlsberg Foundation and Carlsberg Breweries control the listed company: 1. After the completion of the restructuring, Carlsberg and Carlsberg Breweries will minimize and regulate related-party transactions between Carlsberg, Carlsberg Breweries and their affiliates and the listed company and enterprises controlled by the listed company in accordance with relevant laws and regulations; 2. For unavoidable or reasonable related-party transactions, Carlsberg | Long-term | No | Yes |
| and Carlsberg Breweries commit to follow the principles of fairness, impartiality and openness of the market, sign agreements according to law, perform legal procedures, ensure the legality of the decision-making procedures of related-party transactions as well as the fairness and reasonableness of transaction prices and conditions and other terms of agreements, and not to harm the legitimate rights and interests of the listed company and other shareholders through related-party transactions. Carlsberg and Carlsberg Breweries commit that, if they violate the above commitments and thus cause losses to the listed company, they will bear corresponding compensations according to law. | ||||||||
| Commitments related to major asset restructuring | Resolution of intra-industry competition | Carlsberg Consultancy | It is confirmed that Xinjiang plants intended to be shut down have completely ceased operations, and Carlsberg Consultancy commits that such Xinjiang plants will not directly or indirectly engage in businesses competing with Chongqing Brewery Co. Ltd. (the listed company) and | Long-term | No | Yes |
| subsidiaries controlled by the listed company in China in the future. Carlsberg Consultancy commits that, if it violates the above commitments and thus causes losses to the listed company, it will bear corresponding compensations according to law. | ||||||||
| Commitments related to major asset restructuring | Resolution of intra-industry competition | Carlsberg and Carlsberg Breweries | During the period when the Carlsberg Foundation controls the listed company or when Carlsberg Breweries is the controlling shareholder of the listed company: 1. From the date of completion of the restructuring, Carlsberg, Carlsberg Breweries and other enterprises controlled by them other than the listed company and subsidiaries controlled by the listed company shall not directly or indirectly engage in businesses competing with the listed company and subsidiaries controlled by it in mainland China. 2. For equities of subsidiaries not controlled by Carlsberg and Carlsberg Breweries, which are not included in the scope of the restructuring and involve beer assets and businesses in mainland China, Carlsberg and Carlsberg Breweries | Long-term | No | Yes |
| contents described in item 1 of this commitment letter. Carlsberg and Carlsberg Breweries also commit to urge Carlsberg Breweries Hong Kong Limited and Carlsberg Chongqing Ltd. to abide by and implement the above commitments so as to avoid harming the interests of the listed company and other shareholders. Carlsberg and Carlsberg Breweries commit that if they violate the above commitments and thus cause losses to the listed company, they will bear corresponding compensations according to law. | ||||||||
| Commitments related to major asset restructuring | Others | All directors and senior management of the listed company | The restructuring will greatly improve the profitability of the listed company, and it is expected that there will be no dilution of immediate returns after the restructuring, but it cannot completely rule out the possibility that its future profitability will be less than expected. To further reduce the risk of the possible dilution of immediate returns of the listed company, all directors and senior | Long-term | No | Yes |
| management of the listed company (individually and collectively referred to as “I”) hereby commit as follows: 1. I hereby commit not to transfer benefits to other units or individuals free of charge or on unfair terms, nor to harm the interests of the listed company in any other ways. 2. If I violate the above commitments and thus cause losses to the listed company or investors, I am willing to bear the liability of compensation to the listed company or investors according to law. | ||||||||
| Commitments related to major asset restructuring | Others | Carlsberg Breweries | The restructuring will greatly improve the profitability of the listed company, and it is expected that there will be no dilution of immediate returns after the restructuring, but it cannot completely rule out the possibility that its future profitability will be less than expected. To further reduce the risk of the possible dilution of immediate returns of the listed company, Carlsberg Breweries, as the controlling shareholder of the listed company, hereby commits | Long-term | No | Yes |
| that: 1. It will not interfere in the operation and management activities of the listed company beyond its authority, and will not encroach on the interests of the listed company. 2. In the restructuring, the listed company has signed the Profit Forecast and Compensation Agreement with effective conditions with relevant parties including Carlsberg Breweries, providing legally binding safeguards to avoid the dilution of immediate returns caused by the restructuring. 3. If Carlsberg Breweries violates the above commitments and thus cause losses to the listed company or investors, Carlsberg Breweries is willing to bear the liability of compensation to the listed company or investors according to law. | ||||||||
| Commitments related to major asset restructuring | Others | Carlsberg | The restructuring will greatly improve the profitability of the listed company, and it is expected that there will be no dilution of immediate returns after the restructuring, but it cannot completely rule out the possibility | Long-term | No | Yes |
| that its future profitability will be less than expected. To further reduce the risk of the possible dilution of immediate returns of the listed company, Carlsberg hereby commits that: 1. It will not interfere in the operation and management activities of the listed company beyond its authority, and will not encroach on the interests of the listed company. 2. In the restructuring, the listed company has signed the Profit Forecast and Compensation Agreement with effective conditions with relevant parties, providing legally binding safeguards to avoid the dilution of immediate returns caused by the restructuring. 3. If Carlsberg violates the above commitments and thus cause losses to the listed company or investors, Carlsberg is willing to bear the liability of compensation to the listed company or investors according to law. | ||||||||
| Commitments related to major asset | Resolution of defects of land and other | Carlsberg Breweries | In case of defects in the ownership or related procedures of any buildings, structures, land use rights, | Long-term | No | Yes |
| restructuring | property rights | construction projects and production lines owned or rented by companies of Package B and/or subsidiaries controlled by them before the completion of the restructuring, resulting in the failure of normal use of the above-mentioned buildings, structures, land, construction projects or production lines by companies of Package B and/or subsidiaries controlled by them, or causing litigations/arbitrations/disputes between companies of Package B and/or subsidiaries controlled by them and other third parties as well as administrative penalties imposed by relevant competent authorities, Carlsberg Breweries commits to bear all losses, damages and expenses incurred to Chongqing Jianiang Beer Co. Ltd. and the listed company according to law, including but not limited to all losses and expenses incurred due to litigations or arbitrations, fines, suspension of production or business, searching for alternative venues and relocation. | ||||||
| Commitments | Resolution of | Carlsberg | In case of defects in the ownership or | Long-term | No | Yes |
| related to major asset restructuring | defects of land and other property rights | Consultancy | related procedures of any buildings, structures, land use rights, construction projects and production lines owned or rented by companies of Package A and/or subsidiaries controlled by them before the completion of the restructuring, resulting in the failure of normal use of the above-mentioned buildings, structures, land, construction projects or production lines by companies of Package A and/or subsidiaries controlled by them, or causing litigations/arbitrations/disputes between companies of Package A and/or subsidiaries controlled by them and other third parties as well as administrative penalties imposed by relevant competent authorities, Carlsberg Consultancy commits to bear all losses, damages and expenses incurred to Chongqing Jianiang Beer Co. Ltd. and the listed company according to law, including but not limited to all losses and expenses incurred due to litigations or arbitrations, fines, suspension of production or business, searching for |
| alternative venues and relocation. | ||||||||
| Commitments related to major asset restructuring | Others | Carlsberg Breweries | In case of defects in the payment of five social insurances and the housing fund made by companies of Package B and/or subsidiaries controlled by them before the completion of the restructuring, resulting in recovery or supplementary payment required by relevant government departments, or penalties imposed by relevant government departments or requirement of bearing any form of legal liability, thereby causing any losses, damages and expenses to Chongqing Jianiang Beer Co. Ltd. and the listed company, Carlsberg Breweries commits to bear the above losses and expenses according to law. | Long-term | No | Yes | ||
| Commitments related to major asset restructuring | Others | Carlsberg Consultancy | In case of defects in the payment of five social insurances and the housing fund made by companies of Package A and/or subsidiaries controlled by them before the completion of the restructuring, resulting in recovery or supplementary payment required by relevant government departments, or | Long-term | No | Yes |
| penalties imposed by relevant government departments or requirement of bearing any form of legal liability, thereby causing any losses, damages and expenses to Chongqing Jianiang Beer Co. Ltd. and the listed company, Carlsberg Consultancy commits to bear the above losses and expenses according to law. | ||||||||
| Commitments related to major asset restructuring | Profit forecast and compensation | Carlsberg Hong Kong | Carlsberg Hong Kong commits that the net profits of the 48.58% of the equity of Chongqing Jianiang realized in 2020, 2021 and 2022, which are attributable to the owners of the parent company after deducting non-recurring profits and losses, will be no less than RMB48.9771 million, RMB58.9149 million and RMB62.1098 million. Upon the expiration of the performance commitment period, Chongqing Brewery shall engage an audit institution as provided in the Securities Law of the People’s Republic of China to conduct an impairment test (hereinafter referred to as the “Impairment Test”) on the underlying assets when issuing the | 3 years | Yes | Yes |
| and Compensation Agreement. | ||||||||
| Commitments related to major asset restructuring | Profit forecast and compensation | Carlsberg Breweries and Carlsberg Consultancy | Carlsberg Breweries and Carlsberg Consultancy commit that the aggregated net profits of all the underlying companies involved in asset Package A and asset Package B realized in 2020, 2021 and 2022, which are attributable to the owners of the parent company after deducting non-recurring profits and losses, will be no less than RMB565.4003 million, RMB767.6368 million and RMB808.9071 million. Upon the expiration of the performance commitment period, Chongqing Brewery shall engage an audit institution as provided in the Securities Law of the People’s Republic of China to conduct an impairment test (hereinafter referred to as the “Impairment Test”) on the underlying assets when issuing the annual financial report, and issue a special audit report within 30 business days after issuing the annual financial report for the last year of the performance commitment period. After the | 3 years | Yes | Yes |
(II) Realization of profit forecasts for the Company’s assets or projects and its reasons if there are profitforecasts for assets or projects and the reporting period is still in the profit forecast period
√ Realized □ Not Realized □ Not Applicable
In 2020, the Company completed the major asset restructuring. For the performance commitments of the underlyingassets in 2020, 2021 and 2022 as agreed in the restructuring report, the Company engaged Pan-China CertifiedPublic Accountants LLP to issue the Commitments Verification Report numbered PCCPACVR [2023] 8-151 andPCCPACVR [2023] 8-152. Details are as follows.
Monetary unit: RMB Ten Thousand Yuan
| Items | Net profit after deducting non-recurring profit and loss committed in 2022 | Net profit after deducting non-recurring profit and loss realized in 2022 | Differences | Realization rate (%) |
| Asset Package A and Asset Package B | 80,890.71 | 170,907.06 | 90,016.35 | 211.28 |
| 48.58% of equity of Chongqing Jianiang | 6,210.98 | 16,830.97 | 10,619.99 | 270.99 |
(III) Completion of performance commitments and its impact on goodwill impairment test
□ Applicable √ Not applicable
II. Non-operational occupation of funds by controlling shareholders and other related parties during thereporting period
□ Applicable √ Not applicable
III. Illegal guarantee situation
□ Applicable √ Not applicable
IV. Statement of the Company’s Board of Directors on the “Nonstandard Auditor’s Report” provided bythe Accounting Firm
□ Applicable √ Not applicable
V. Analytical descriptions of the Company on the causes and influence of the Accounting Policy, AccountingEstimate Changes or Major Accounting Error Correction(I) Analytical Descriptions of the Company on the Causes and Influence of the Accounting Policy andAccounting Estimate Changes
√ Applicable □ Not applicable
Please refer to Section X Financial Report “V. Important accounting policies and accounting estimates 44” of thereport for details.
(II) Analytical Descriptions of the Company on the Causes and Influence of Major Accounting ErrorCorrection
□ Applicable √ Not applicable
(III) Information on Communication with Former Certified Public Accountants
□ Applicable √ Not applicable
(IV) Other remarks
□ Applicable √ Not applicable
VI. Engagement and dismissal of accounting firms
Monetary unit: RMB Ten Thousand Yuan
| Current engagement | |
| Name of domestic accounting firms | Pan-China Certified Public Accountants LLP |
| Remuneration | 180 |
| Audit service period | 10 |
| Certified Public Accountants | Huang Qiaomei, Zhao Xingming |
| Certified Public Accountants’ continuous years for audit services | 4 years, 3 years |
| Name | Remuneration | |
| Accounting firm of internal control audit | Pan-China Certified Public Accountants LLP | 120 |
| Financial consultant | ||
| Sponsor |
Remarks on engagement and dismissal of accounting firms
√ Applicable □ Not applicable
Pursuant to the “Proposal on the Appointment of Pan-China Certified Public Accountants LLP to be the Auditor ofthe Company’s Financial Report and Internal Control for the Year of 2022” deliberated and approved by theCompany’s 2021 Annual General Meeting of Shareholders, the Company intended to pay remuneration of 1.80million yuan for annual audit and remuneration of 1.20 million yuan for internal control audit, totaling 3.00 millionyuan, to Pan-China Certified Public Accountants LLP.
Remarks on the change of accounting firm during the audit period
□ Applicable √ Not applicable
VII. Information on facing delisting risk(I) Reasons of being given delisting risk warning
□ Applicable √ Not applicable
(II) Measures to be taken by the Company
□ Applicable √ Not applicable
(III) Information on and reasons for termination of listing
□ Applicable √ Not applicable
VIII. Relevant matters of bankruptcy reorganization
□ Applicable √ Not applicable
IX. Major litigation and arbitration matters
√ The Company has major litigation and arbitration matters in this year. □ The Company has no major litigationand arbitration matters in this year.(I) Litigation and arbitration matters already disclosed in the interim announcements and withoutsubsequent progress
√ Applicable □ Not applicable
| Summary and types of the matters | Query index |
| On September 27, 2020, Chongqing Jiawei, the shareholding subsidiary of the listed company, filed a lawsuit against contract dispute of the Company to Chongqing Municipal First Intermediate People’s Court; On January 28, 2021, Chongqing Jiawei changed claim to RMB 822 million, and increased the joint defendants to 13; On March 30, 2021, Chongqing No. 1 Intermediate People's Court organized the first pretrial conference. Chongqing Jiawei submitted a new petition and a new defendant in court, with the claimed amount remaining unchanged. The pretrial conference didn’t conduct a substantial trial of the case, but only checked the situation of each party and made a brief inquiry on the procedural issues of the case. The second pretrial conference was held on July 7, 2021, at which the parties issued preliminary defense opinions, submitted evidences and checked the original evidences. The third pretrial conference was held during the period from October 26 to 28, 2021. The hearing was held from March 7 to March 8, 2022; On May 31, 2022, Chongqing Jiawei applied for withdrawing prosecution, and Chongqing Municipal First Intermediate People’s Court had ruled and approved it. | Please refer to “L No. 2020-043”, “L No. 2021-005” and “L No. 2022-025” Announcements disclosed by the Company on the website (www.sse.com.cn) of Shanghai Stock Exchange on October 9, 2020, February 5, 2021 and June 14, 2022 for details. |
(II) Information on litigation and arbitration matters not disclosed in the interim announcements or with subsequent progress
√ Applicable □ Not applicable
Monetary unit: RMB million Yuan
| During the reporting period: Plaintiff (applicant) | Defendant (applied) | Party bearing joint liabilities | Type of litigation and arbitration | Basic information of the litigation (arbitration) | Amount involved in the litigation (arbitration) | Whether the litigation (arbitration) forms the expected liabilities and amounts | Information on litigation (arbitration) progress | Results of the litigation (arbitration) and impacts | Information on execution of adjudication of the litigation (arbitration) |
| Chongqing Jianiang Brewery Co., Ltd. (now renamed as Carlsberg Chongqing Brewery Co., Ltd.) | Chongqing Jiawei Brewery Co., Ltd. | Distributed profits | On March 5, 2021, Chongqing Jianiang, a holding subsidiary of the listed company, filed a litigation to Chongqing No. 5 Intermediate People's Court for Chongqing Jiawei, a joint-stock subsidiary of Chongqing Jianiang refusing to distribute the profits in 2019 and 2020. On June 11, 2021, Carlsberg Chongqing Brewery changed the amount of litigation to RMB 117 million. | 116.5 | No | The first hearing was held on May 7, 2021; The second hearing was held on July 15, 2021; The third hearing was held on October 20, 2021; On November 26, 2021, the Company received the ruling of the first instance for rejection of prosecution, but it refused to obey, so it instituted an appeal to Chongqing High People’s Court; On January 6, 2023, it held a hearing in the second instance. Chongqing High People’s Court made a final judgment for rejecting an appeal and affirming original judgment on February 28, 2023. | The final judgment of the case does not affect the normal right of continuing distribution of right, and the Company will take further measures to require to distribute the undistributed profit. | ||
| Chongqing Brewery Co., Ltd. | Chongqing Jiawei Brewery Co., Ltd. | Contract disputes | On January 13, 2021, the listed company filed a litigation to the People's Court of Dadukou District, requiring Chongqing Jiawei to pay the sales expenses and interest on overdue payment from June to December 2020. | 10.01 | No | Chongqing Jiawei paid the principal amount of RMB 7,658,311.54 to the listed company on June 30, 2021. The listed company withdrew the claim for payment of the principal. On July 5, 2021, the Court made a first-instance judgment on the overdue interest payment and ordered Chongqing Jiawei to pay the overdue interest of RMB 52,983.99. The listed company disobeyed the judgment of the first instance and then instituted an appeal to Chongqing No. 5 Intermediate People’s Court. On February 11, 2022, the | It was confirmed in the final judgment of this case that Chongqing Jiawei was obligated to pay sales expenses to the Company. | Chongqing Jiawei has paid overdue interests to the Company. |
| Company received the judgment of second instance, in which the appeal was rejected and the original judgment was held. | |||||||||
| Chongqing Jianiang Brewery Co., Ltd. (now renamed as Carlsberg Chongqing Brewery Co., Ltd.) | Chongqing Risun Industrial Group Co., Ltd. | Capital occupation | On March 12, 2021, Carlsberg Chongqing Brewery, a subsidiary controlled by the listed company, filed a lawsuit against Risun Group, a major shareholder of Chongqing Jiawei for its long-term illegal occupation of capital of Chongqing Jiawei not through the resolution procedures of Chongqing Jiawei, requiring the latter to refund the capital of RMB 700 million it occupied and interests to the third person Chongqing Jiawei. | 711 | No | On December 24, 2021, the Company received the ruling of the first instance for rejection of prosecution, but it refused to obey, so it instituted an appeal to Chongqing High People’s Court; On August 26, 2022, the Company received the ruling of the last instance for withdrawal of the first instance, and instructed Chongqing No. 5 Intermediate People’s Court to hear the case; On April 14, 2023, Chongqing No. 5 Intermediate People’s Court held a hearing for the case and the Company changed claim to RMB 711 million. |
(III) Other remarks
□ Applicable √ Not applicable
X. Suspected violation of laws and regulations, penalty to and rectification of the listed company and itsdirectors, supervisors, senior executives, controlling shareholders and actual controllers
□ Applicable √ Not applicable
XI. Statement of the honesty condition of the Company and its controlling shareholders and actual
controllers during the reporting period
□ Applicable √ Not applicable
XII. Major related-party transactions(I) Related-party transactions relevant to daily operation
1. Events already disclosed in the interim announcements with no progress or changes in subsequentimplementation
√ Applicable □ Not applicable
| Summary of the matters | Query index |
| Pursuant to the “Proposal on the Estimation of Daily Related Party Transactions in 2022” deliberated and approved by the Company’s Third Extraordinary General Meeting of Shareholders in 2021 dated December 1, 2021, the amount of daily related party transactions in 2022 is expected to not exceed 326.372 million yuan. Later, due to the increase in the sales to or purchases from related parties in 2022, the amount of daily related party transactions for sales or purchases in 2022 is expected to increase by 40 million yuan pursuant to the “Proposal on the Adjustment of the Estimation of Daily Related Party Transactions of the Company for 2022” deliberated and approved by the Company’s 2021 Annual General Meeting of Shareholders dated May 26, 2022. Pursuant to the “Proposal on the Adjustment of 1664 Blanc Royalty Rate” deliberated and approved by the Company’s Second Extraordinary General Meeting of Shareholders in 2022 dated July 13, 2022, the license fees of daily related party transactions are expected to increase by 6.3 million yuan due to the adjustment of royalty rate of 1664 Blanc in the global market. | Please refer to the announcements of “L No. 2021-038”, “L No. 2022-018” and “L 2022-027” Announcement disclosed by the Company on the website of Shanghai Stock Exchange (www.sse. com.cn) on November 13, 2021, April 29, 2022 and June 21, 2022 respectively for details. |
2. Events already disclosed in the interim announcements but with progress or changes in subsequentimplementation
□ Applicable √ Not applicable
3. Events not disclosed in the interim announcements
□ Applicable √ Not applicable
(II) Related party transactions accrued from the assets or equity acquisition and sales
1. Events already disclosed in the interim announcements with no progress or changes in subsequentimplementation
□ Applicable √ Not applicable
2. Events already disclosed in the interim announcements but with progress or changes in subsequentimplementation
□ Applicable √ Not applicable
3. Events not disclosed in the interim announcements
□ Applicable √ Not applicable
4. Where the performance is agreed, the achievements during the reporting period shall be disclosed
√ Applicable □ Not applicable
Please refer to (II) of Section VI “I. Fulfillment of commitments” of the report for details.
(III) Major related-party transactions of joint investments abroad
1. Events already disclosed in the interim announcements with no progress or changes in subsequentimplementation
□ Applicable √ Not applicable
2. Events already disclosed in the interim announcements but with progress or changes in subsequentimplementation
□ Applicable √ Not applicable
3. Events not disclosed in the interim announcements
□ Applicable √ Not applicable
(IV) Related party creditor's rights and debt
1. Events already disclosed in the interim announcements with no progress or changes in subsequentimplementation
□ Applicable √ Not applicable
2. Events already disclosed in the interim announcements but with progress or changes in subsequentimplementation
□ Applicable √ Not applicable
3. Events not disclosed in the interim announcements
□ Applicable √ Not applicable
(V) Financial business between the Company and associated financial companies, and between financialcompanies controlled by the Company and its related party
□ Applicable √ Not applicable
(VI) Others
□ Applicable √ Not applicable
XIII. Information on major contracts and its performance(I) Trusteeship, contracting and leasing matters
1. Information on trusteeship
□ Applicable √ Not applicable
2. Information on contracting
□ Applicable √ Not applicable
3. Information on leasing
□ Applicable √ Not applicable
(II) Information on guarantee
□ Applicable √ Not applicable
(III) Information on entrusting others with the management of cash assets
1. Information on entrusted wealth management
(1) Situation of overall entrusted financial management
√ Applicable □ Not applicable
Monetary unit: RMB Yuan
| Type | Source of fund | Amount incurred | Undue balance | Overdue amount unrecovered |
| Bank financing | Self-owned funds | 1,500,000,000 | 0 | 0 |
Other situations
□ Applicable √ Not applicable
(2) Information on single entrusted financial management
√ Applicable □ Not applicable
Monetary unit: RMB Yuan
| Trustee | Types of entrusted finance management | Amount of entrusted finance management | Starting date of entrusted finance management | Ending date of entrusted finance management | Source of fund | Investment direction of funds | Remuneration determination method | Annualized rate of return | Expected revenue (if any) | Actual revenue or loss | Information on actual recovery | Whether go through legal procedures | Whether there is entrusted finance management plan in the future | Withdrawal amount of impairment provision (if any) |
| ANZ Bank (China) Co., Ltd. Shanghai Branch | Guaranteed RMB non-redeemable HIBOR daily interval cumulative structured investment | 500,000,000 | November 29, 2021 | February 28, 2022 | Revenue | Bank financing | Due principal and interest recovered in a lump-sum | 2.45% | 3,096,527.78 | 3,096,527.78 | Withdraw | Yes | Yes | |
| Standard Chartered Bank (China) Limited | Interval cumulative structured deposits | 500,000,000 | January 10, 2022 | April 11, 2022 | Revenue | Bank financing | Due principal and interest recovered in a lump-sum | 2.45% | 3,054,109.60 | 3,054,109.60 | Withdraw | Yes | Yes | |
| ANZ Bank (China) Co., Ltd. Shanghai Branch | Guaranteed RMB non-redeemable HIBOR daily interval cumulative structured investment | 500,000,000 | March 22, 2022 | June 22, 2022 | Revenue | Bank financing | Due principal and interest recovered in a lump-sum | 2.45% | 3,130,555.56 | 3,130,555.56 | Withdraw | Yes | Yes | |
| ANZ Bank (China) Co., Ltd. Shanghai Branch | Guaranteed RMB non-redeemable HIBOR daily interval cumulative structured investment | 500,000,000 | June 22, 2022 | September 22, 2022 | Revenue | Bank financing | Due principal and interest recovered in a lump-sum | 2.45% | 3,130,555.56 | 3,130,555.56 | Withdraw | Yes | Yes |
Other situations
□ Applicable √ Not applicable
(3) Impairment provision of entrusted financial management
□ Applicable √ Not applicable
2. Information on entrusted loans
(1) Information on overall entrusted loans
□ Applicable √ Not applicable
Other situations
□ Applicable √ Not applicable
(2) Information on single entrusted loans
□ Applicable √ Not applicable
Other situations
□ Applicable √ Not applicable
(3) Depreciation provisions of entrusted loans
□ Applicable √ Not applicable
3. Other situations
□ Applicable √ Not applicable
(IV) Other material contracts
□ Applicable √ Not applicable
XIV. Description on other major matters that will significantly affect the value judgment andinvestment decisions made by investors
□ Applicable √ Not applicable
SECTION VII CHANGES IN SHARES AND INFORMATION
ABOUT SHAREHOLDERS
I. Information on changes in share capital(I) Table of share change
1. Table of share change
During the reporting period, the sum of shares and share capital structure has no change.
2. Statement of changes in share
□ Applicable √ Not applicable
3. Impact of the changes in shares of financial indexes of the recent year and the latest period,such as earnings per share, net assets per share (if any)
□ Applicable √ Not applicable
4. Other contents disclosed according to the requirements of the Company or the securitiesregulatory institutions
□ Applicable √ Not applicable
(II) Information on changes in restricted shares
□ Applicable √ Not applicable
II. Information on securities issuance and listing(I) Information on issuance of securities as of the reporting period
□ Applicable √ Not applicable
Statement on the issuance of securities as of the reporting period (please specify separately for bonds withdifferent interest rates during the duration):
□ Applicable √ Not applicable
(II) Information on changes in the Company's total shares and shareholder structure as well as inassets and liabilities structure
□ Applicable √ Not applicable
(III) Information on existing internal staff shares
□ Applicable √ Not applicable
III. Information on shareholders and actual controllers(I) Total number of shareholders
| Total number of shareholders of common stocks as of the end of the reporting period (Nr.) | 21,923 |
| Total number of common shareholders at the end of the previous month before the annual report disclosure date (Nr.) | 26,738 |
| Total number of preferred shareholders with the voting rights recovered as of the end of reporting period (Nr.) | Not applicable |
| Total number (Nr.) of preferred shareholders with the voting right recovered at the end of the previous month before the disclosure date of annual report | Not applicable |
(II) Shareholding table of top ten shareholders and top ten shareholders of tradable shares (orshareholders without limited sales condition) as of the end of the reporting period
Unit: Share
| Information on shareholdings of top ten shareholders | |||||||
| Name (full names) of shareholders | Increase or decrease during the | Quantity of shares held at the end of the period | Proportion (%) | Quantity of shares with limited sales | Information on pledge, mark or freeze | Nature of shareholders | |
| Share status | Quantity | ||||||
| reporting period | conditions | |||||||||
| Carlsberg Brewery Hong Kong Limited | 0 | 205,882,718 | 42.54 | 0 | None | Overseas legal person | ||||
| CARLSBERGCHONGQINGLIMITED | 0 | 84,500,000 | 17.46 | 0 | None | Overseas legal person | ||||
| Hong Kong Securities Clearing Company Limited | -113,609 | 41,393,158 | 8.55 | 0 | Unknown | Overseas legal person | ||||
| China Construction Bank Corporation – Yinhua Fuyu Theme Hybrid Securities Investment Fund | -2,209,740 | 10,897,612 | 2.25 | 0 | Unknown | Others | ||||
| China Construction Bank Corporation – Huitianfu Consumption Industry Hybrid Securities Investment Fund | -2,800,000 | 2,200,000 | 0.45 | 0 | Unknown | Others | ||||
| China Merchants Bank Company Co., Ltd. - Hongde Ruize Hybrid Securities Investment Fund | 0 | 2,052,877 | 0.42 | 0 | Unknown | Others | ||||
| National Social Insurance Fund Portfolio 118 | 0 | 1,994,468 | 0.41 | 0 | Unknown | Others | ||||
| China Merchants Bank Company Co., Ltd. – Hongde Ruiyuan Three-year Holding Period Flexible Allocation Mixed Securities Investment Funds | 1,887,202 | 1,887,702 | 0.39 | 0 | Unknown | Others | ||||
| China Construction Bank Corporation – Penghua Zhongzheng Liquor trading open-end index securities investment fund | 399,994 | 1,788,499 | 0.37 | 0 | Unknown | Others | ||||
| China Construction Bank Corporation-Huashang Intelligent Life Flexible Configuration Hybrid Securities Investment Fund | 1,637,174 | 1,637,174 | 0.34 | 0 | Unknown | Others | ||||
| Information on shareholdings status of top ten shareholders without limited sales conditions | ||||||||||
| Name of shareholders | Quantity of circulation shares without limited sales conditions | Category and quantity of shares | ||||||||
| Category | Quantity | |||||||||
| Carlsberg Brewery Hong Kong Limited | 205,882,718 | RMB common shares | 205,882,718 | |||||||
| CARLSBERGCHONGQINGLIMITED | 84,500,000 | RMB common shares | 84,500,000 | |||||||
| Hong Kong Securities Clearing Company Limited | 41,393,158 | RMB common shares | 41,393,158 | |||||||
| China Construction Bank Corporation – Yinhua Fuyu Theme Hybrid Securities Investment Fund | 10,897,612 | RMB common shares | 10,897,612 | |||||||
| China Construction Bank Corporation – Huitianfu Consumption Industry Hybrid Securities Investment Fund | 2,200,000 | RMB common shares | 2,200,000 | |||||||
| China Merchants Bank Company Co., Ltd. - Hongde Ruize Hybrid Securities Investment Fund | 2,052,877 | RMB common shares | ·2,052,877 | |||||||
| National Social Insurance Fund Portfolio 118 | 1,994,468 | RMB common shares | 1,994,468 | |||||||
| China Merchants Bank Company Co., Ltd. – Hongde Ruiyuan Three-year Holding Period Flexible Allocation Mixed Securities Investment Funds | 1,887,702 | RMB common shares | 1,887,702 | |||||||
| China Construction Bank Corporation – Penghua Zhongzheng Liquor trading open-end index securities investment fund | 1,788,499 | RMB common shares | 1,788,499 | |||||||
| China Construction Bank Corporation-Huashang Intelligent Life Flexible Configuration Hybrid Securities Investment Fund | 1,637,174 | RMB common shares | 1,637,174 | |||||||
| Statement of related relationships or concerted actions between above shareholders | Among the top ten shareholders without limited sales conditions, CARLSBERG CHONGQING LIMITED and Carlsberg Brewery HongKong Limited are both controlled by Carlsberg Brewery. China Merchants Bank Company Co., Ltd. - Hongde Ruize Hybrid Securities Investment Fund and China Merchants Bank Company Co., Ltd. – Hongde | |||||||||
Ruiyuan Three-year Holding Period Flexible Allocation Mixed Securities Investment Fundsare both managed by Hongde Fund Management Co., Ltd. It is unknown if there is any relatedrelationship between other shareholders or they are persons acting in concert.
Number of shareholdings of top ten shareholders with limited sales conditions and limited sales conditions
□ Applicable √ Not applicable
(III) Strategic investor or general legal entity becoming top ten shareholders due to rights issue
□ Applicable √ Not applicable
IV. Information on controlling shareholders and actual controllers(I) Information on controlling shareholders1 Legal person
√ Applicable □ Not applicable
| Name | Carlsberg Breweries A/S |
| Principal or legal representative | HenrikPoulsen |
| Date of establishment | June 29, 2000 |
| Main business | Brew, produce and sell beer in Denmark and foreign markets, provide process and technical services of beer business, and operate or participate in other industries related to beer business. |
2 Natural person
□ Applicable √ Not applicable
3 No special statement on the situation of controlling shareholders of the Company
□ Applicable √ Not applicable
4 Statement on the situation of changes in controlling shareholders during the reporting period
□ Applicable √ Not applicable
5 Block diagram of property right and control relationship between the Company and controllingshareholders
√ Applicable □ Not applicable
(II) Situation of actual controllers1 Legal person
√ Applicable □ Not applicable
| Name | Carlsberg Foundation |
| Principal or legal representative | Not applicable |
| Date of establishment | September 25, 1876 |
| Main business | Cultivate and support the natural sciences, mathematics, philosophy, anthropology and sociology and provide funds. |
| Information on equities of other domestic and foreign listed holding and equity participation companies during the reporting period | Hold 29% equities of Carlsberg |
2 Natural person
□ Applicable √ Not applicable
3 Special statement for the situation that the Company has no actual controllers
□ Applicable √ Not applicable
4 Statement on change of the Company’s controls during the reporting period
□ Applicable √ Not applicable
5 Block diagram of property right and control relationship between the Company and the actualcontroller
√ Applicable □ Not applicable
6 The actual controllers control the Company by trust or other asset management methods
□ Applicable √ Not applicable
(III) Other situation about controlling shareholders and actual controllers
□ Applicable √ Not applicable
V. The cumulative shares pledged by the Company’s controlling shareholders or the first majorityshareholder and other persons acting in concert with him/her accounted for more than 80% ofthe Company’s total shares
□ Applicable √ Not applicable
VI. Other corporate shareholders holding more than 10% of shares
√ Applicable □ Not applicable
Monetary unit: RMB Yuan
| Name of corporate shareholder | Principal or legal representative | Date of establishment | Organization code | Registered capital | Information on main businesses or management activities, etc. |
| CARLSBERG CHONGQING LIMITED | Not applicable | June 12, 1995 | Not applicable | GBP 1 | Hold and develop the shares and businesses held by CARLSBERG CHONGQING LIMITED in Asia-Pacific |
Region
VII. Statement on shareholding reduction restriction
□ Applicable √ Not applicable
VIII. Information on implementation of share repurchase during the reporting period
□ Applicable √ Not applicable
SECTION VIII INFORMATION ON PREFERRED STOCKS
□ Applicable √ Not applicable
SECTION IX INFORMATION ON BONDS
I. Corporate bonds, enterprise bonds and debt financing instruments of non-financial business
□ Applicable √ Not applicable
II. Information on convertible corporate bonds
□ Applicable √ Not applicable
SECTION X FINANCIAL REPORT
I. Auditor’s Report
√ Applicable □ Not applicable
AUDITOR’S REPORTPCCPAAR [2023] No8-148.
To the Shareholders of Chongqing Brewery Co., Ltd.:
I. Audit OpinionWe have audited the accompanying financial statements of Chongqing Brewery Co., Ltd. (the “Company”),which comprise the consolidated and parent company balance sheets as at December 31, 2022, theconsolidated and parent company income statements, the consolidated and parent company cash flowstatements, and the consolidated and parent company statements of changes in equity for the year thenended, as well as notes to financial statements.In our opinion, the attached financial statements present fairly, in all material respects, the financialposition of the Company as at December 31, 2022, and of its financial performance and its cash flows forthe year then ended in accordance with China Accounting Standards for Business Enterprises.
II. Basis for Audit OpinionWe conducted our audit in accordance with China Standards on Auditing. Our responsibilities under thosestandards are further described in the Certified Public Accountant’s Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company in accordance with theChina Code of Ethics for Certified Public Accountants, and we have fulfilled other ethical responsibilities.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.III. Key Audit MattersKey audit matters are those matters that, in our professional judgment, were of most significance in ouraudit of the financial statements of the current period. These matters were addressed in the context of ouraudit of the financial statements as a whole, and in forming our opinion thereon, and we do not express aseparate opinion on these matters.(I) Revenue recognition
1. Key audit matters
Please refer to item V 38 and VII 61 of this section for details. In 2022, the operating revenue of theCompany amounted to 14,039,040,539.45 yuan, of which, 13,696,216,606.60 yuan was from mainoperations. As operating revenue is one of the key performance indicators of the Company, there might beinherent risks that the Company’s management (the “Management”) adopts inappropriate revenuerecognition to achieve specific goals or expectations, we have identified revenue recognition as a key auditmatter.
2. Responsive audit procedures
Our main audit procedures for revenue recognition are as follows:
(1) We obtained understandings of key internal controls related to revenue recognition and sales rebate,assessed the design of these controls, determined whether they had been executed, and tested theeffectiveness of the operation;
(2) We checked sales contracts by sampling method, identified terms related to the point in time when thecustomer obtained the control over relevant goods, and assessed whether the revenue recognition policywas in compliance with regulations of China Accounting Standards for Business Enterprises;
(3) We performed analysis procedure on operating revenue and gross margin, so as to identify whetherthere are significant or abnormal fluctuations and find out the reason of fluctuations;
(4) We checked supporting documents related to revenue recognition by sampling method, including salescontracts, orders, delivery lists, discount record and approval sheets, sales invoices, client acceptancereceipts, etc.;
(5) We performed confirmation procedures on current sales amount from main customers by samplingmethod in combination with confirmation procedure of accounts receivable and contract liabilities;
(6) We performed cut-off tests on the revenue recognized around the balance sheet date, and assessedwhether the revenue was recognized in the appropriate period; and
(7) We checked whether information related to operating revenue had been presented appropriately in thefinancial statements.(II) Impairment of goodwill
1. Key audit matters
Please refer to item V 30 and VII 28 of this section for details. As of December 31, 2022, the cost ofgoodwill amounted to 718,230,066.13 yuan, with provision for impairment of 19,037,610.07 yuan, andthe carrying amount amounted to 699,192,456.06 yuan.For asset group or asset group portfolio related to goodwill, if there is objective evidence indicatingimpairment loss, the Management performs impairment test on goodwill together with related asset groupor asset group portfolio at the end of each period, and the recoverable amount of related asset group orasset group portfolio is determined based on the estimated present value of future cash flows. Keyassumptions adopted in the impairment test include: revenue growth rate in detailed forecast period,growth rate in perpetual forecast period, gross margin, discount rate, etc. As the amount of goodwill issignificant and impairment test involves significant judgment of the Management, we have identifiedimpairment of goodwill as a key audit matter.
2. Responsive audit procedures
Our main audit procedures for impairment of goodwill are as follows:
(1) We obtained understandings of key internal controls related to impairment of goodwill, assessed thedesign of these controls, determined whether they had been executed, and tested the effectiveness of theiroperation;
(2) We reviewed the present value of future cash flows estimated by the Management in previous yearsand the actual operating results, and assessed the accuracy of the Management’s historical estimations;
(3) We obtained understandings of and assessed the competency, professional quality and objectivity ofexternal appraisers engaged by the Management;
(4) We assessed the reasonableness and consistency of impairment test method adopted by theManagement;
(5) We assessed the reasonableness of key assumptions used in impairment test and reviewed whetherrelevant assumptions were consistent with overall economy environment, industry condition, managementsituation, historical experience, etc.;
(6) We tested the accuracy, completeness and relativity of data used by the Management in the impairmenttest and reviewed the internal consistency of related information in the impairment test;
(7) We tested whether the calculation of estimated present value of future cash flows was accurate; and
(8) We checked whether information related to impairment of goodwill had been presented appropriatelyin the financial statements.IV. Other InformationThe Management is responsible for the other information. The other information comprises theinformation included in the Company’s annual report, but does not include the financial statements andour auditor’s report thereon.Our opinion on the financial statements does not cover the other information and we do not express anyform of assurance conclusion thereon.In connection with our audit of the financial statements, our responsibility is to read the other informationand, in doing so, consider whether the other information is materially inconsistent with the financialstatements 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 the otherinformation, we are required to report that fact. We have nothing to report in this regard.V. Responsibilities of the Management and Those Charged with Governance for the FinancialStatementsThe Management is responsible for preparing and presenting fairly the financial statements in accordancewith China Accounting Standards for Business Enterprises, as well as designing, implementing andmaintaining internal control relevant to the preparation of financial statements that are free from materialmisstatement, whether due to fraud or error.In preparing the financial statements, the Management is responsible for assessing the Company’s abilityto continue as a going concern, disclosing, as applicable, matters related to going concern and using thegoing concern basis of accounting unless the Management either intends to liquidate the Company or tocease operations, or has no realistic alternative but to do so.Those charged with governance are responsible for overseeing the Company’s financial reporting process.VI. Certified Public Accountant’s Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the financial statements as a whole arefree from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includesour opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an auditconducted in accordance with China Standards on Auditing will always detect a material misstatementwhen it exists. Misstatement can arise from fraud or error and are considered material if, individually orin the aggregate, they could reasonably be expected to influence the economic decisions of users taken onthe basis of these financial statements.We exercise professional judgment and maintain professional skepticism throughout the audit performedin accordance with China Standards on Auditing. We also:
(I) 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 issufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations, or the override of internal control.(II) Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances.(III) Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by the Management.(IV) Conclude on the appropriateness of the Management’s use of the going concern basis of accountingand, based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company’s ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to therelated 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 the Company to cease to continue as a going concern.(V) Evaluate the overall presentation, structure and content of the financial statements, and whether thefinancial statements represent the underlying transactions and events in a manner that achieves fairpresentation.(VI) Obtain sufficient and appropriate audit evidence regarding the financial information of the entities orbusiness activities within the Company to express an opinion on the financial statements. We areresponsible for the direction, supervision and performance of the group audit. We remain soleresponsibility for our audit opinion.We communicate with those charged with governance regarding the planned audit scope, time scheduleand significant audit findings, including any deficiencies in internal control of concern that we identifyduring our audit.We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the financial statements of the current period and are thereforethe key audit matters. We describe these matters in our auditor’s report unless law or regulation precludespublic disclosure about the matter or when, in extremely rare circumstances, we determine that a mattershould not be communicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Pan-China Certified Public Accountants LLP Chinese Certified Public Accountant: Huang Qiaomei
(Engagement Partner)Hangzhou · China Chinese Certified Public Accountant: Zhao Xingming
Date of Report: April 26, 2023
II. Financial Statements
Consolidated balance sheetAs at December 31, 2022Prepared by: Chongqing Brewery Co., Ltd.
Monetary unit: RMB Yuan
| Items | Note No. | December 31, 2022 | December 31, 2021 |
| Current assets: | |||
| Cash and bank balances | 1 | 3,397,877,592.02 | 2,355,194,070.43 |
| Settlement funds | |||
| Loans to other banks | |||
| Held-for-trading financial assets | 2 | 501,088,888.89 | |
| Derivative financial assets | 3 | 3,829,356.40 | |
| Notes receivable | |||
| Accounts receivable | 5 | 65,511,539.08 | 109,244,673.73 |
| Receivables financing | |||
| Advances paid | 7 | 43,187,607.98 | 45,117,660.67 |
| Premiums receivable | |||
| Reinsurance accounts receivable | |||
| Reinsurance reserve receivable | |||
| Other receivables | 8 | 17,619,026.18 | 11,830,136.29 |
| Including: Interest receivable | |||
| Dividend receivable | |||
| Financial assets under reverse repo | |||
| Inventories | 9 | 2,166,477,563.20 | 1,886,751,987.27 |
| Contract assets | |||
| Assets held for sale | |||
| Non-current assets due within one year | |||
| Other current assets | 13 | 109,533,473.56 | 83,454,893.33 |
| Total current assets | 5,804,036,158.42 | 4,992,682,310.61 | |
| Non-current assets: | |||
| Loans and advances | |||
| Debt investments | |||
| Other debt investments | |||
| Long-term receivables | |||
| Long-term equity investments | 17 | 296,599,881.05 | 240,320,800.68 |
| Other equity instrument investments | 18 | 14,303,331.73 | 13,210,379.78 |
| Other non-current financial assets | |||
| Investment property | |||
| Fixed assets | 21 | 3,680,691,105.17 | 3,705,081,241.59 |
| Construction in progress | 22 | 395,295,204.91 | 162,076,985.24 |
| Productive biological assets | |||
| Oil & gas assets | |||
| Right-of-use assets | 25 | 100,306,926.11 | 39,218,000.00 |
| Intangible assets | 26 | 685,169,039.95 | 615,080,288.96 |
| Development expenditures | |||
| Goodwill | 28 | 699,192,456.06 | 699,192,456.06 |
| Long-term prepayments | |||
| Deferred tax assets | 30 | 732,407,316.03 | 1,062,310,605.52 |
| Other non-current assets | 31 | 89,540,749.40 | 3,636,075.76 |
| Total non-current assets | 6,693,506,010.41 | 6,540,126,833.59 | |
| Total assets | 12,497,542,168.83 | 11,532,809,144.20 | |
| Items | Note No. | December 31, 2022 | December 31, 2021 |
| Current liabilities: | |||
| Short-term borrowings | |||
| Central bank loans | |||
| Loans from other banks | |||
| Held-for-trading financial liabilities | |||
| Derivative financial liabilities | 34 | 2,616,336.56 | |
| Notes payable | |||
| Accounts payable | 36 | 2,497,671,747.37 | 2,212,689,178.11 |
| Advances received | |||
| Contract liabilities | 38 | 1,614,042,546.14 | 1,732,741,425.80 |
| Financial liabilities under repo | |||
| Absorbing deposit and interbank deposit | |||
| Deposit for agency security transaction | |||
| Deposit for agency security underwriting | |||
| Employee benefits payable | 39 | 399,367,324.65 | 512,763,340.97 |
| Tax payables | 40 | 255,387,461.35 | 395,925,319.93 |
| Other payables | 41 | 3,490,319,176.38 | 2,971,960,641.25 |
| Including: Interest payable | |||
| Dividend payable | |||
| Handling fee and commission payable | |||
| Reinsurance accounts payable | |||
| Liabilities held for sale | |||
| Non-current liabilities due within one year | 43 | 24,005,592.21 | 22,313,992.68 |
| Other current liabilities | 44 | 27,809,237.78 | 33,979,353.25 |
| Total current liabilities | 8,311,219,422.44 | 7,882,373,251.99 | |
| Non-current liabilities: | |||
| Insurance policy reserve | |||
| Long-term borrowings | |||
| Bonds payable | |||
| Including: Preferred shares | |||
| Perpetual bonds | |||
| Lease liabilities | 47 | 77,928,597.87 | 16,951,000.00 |
| Long-term payables | |||
| Long-term employee benefits payable | 49 | 154,407,707.35 | 163,668,974.22 |
| Provisions | 50 | 31,657,899.75 | 31,862,723.02 |
| Deferred income | 51 | 256,611,695.14 | 254,683,905.82 |
| Deferred tax liabilities | 30 | 42,694,067.15 | 54,974,049.35 |
| Other non-current liabilities | |||
| Total non-current liabilities | 563,299,967.26 | 522,140,652.41 | |
| Total liabilities | 8,874,519,389.70 | 8,404,513,904.40 | |
| Equity: | |||
| Share capital | 53 | 483,971,198.00 | 483,971,198.00 |
| Other equity instruments | |||
| Including: Preferred shares | |||
| Perpetual bonds | |||
| Capital reserve | 55 | 7,728,100.00 | 2,075,145.00 |
| Less: Treasury shares | |||
| Other comprehensive income | 57 | -13,542,920.53 | -13,838,109.84 |
| Special reserve | |||
| Items | Note No. | December 31, 2022 | December 31, 2021 |
| Surplus reserve | 59 | 241,985,599.00 | 241,985,599.00 |
| General risk reserve | |||
| Undistributed profit | 60 | 1,336,013,806.16 | 1,040,351,272.07 |
| Total equity attributable to the parent company | 2,056,155,782.63 | 1,754,545,104.23 | |
| Non-controlling interest | 1,566,866,996.50 | 1,373,750,135.57 | |
| Total equity | 3,623,022,779.13 | 3,128,295,239.80 | |
| Total liabilities & equity | 12,497,542,168.83 | 11,532,809,144.20 |
Legal representative: Jo?o Miguel Ventura Rego AbecasisPerson in charge of accounting work: Chin Wee HuaPerson in charge of accounting department: Liu Liping
Parent company balance sheet
As at December 31, 2022Prepared by: Chongqing Brewery Co., Ltd.
Monetary unit: RMB Yuan
| Items | Note No. | December 31, 2022 | December 31, 2021 |
| Current assets: | |||
| Cash and bank balances | 705,386,630.22 | 606,616,362.91 | |
| Held-for-trading financial assets | |||
| Derivative financial assets | |||
| Notes receivable | |||
| Accounts receivable | |||
| Receivables financing | |||
| Advances paid | |||
| Other receivables | 2 | 4,353,422.01 | 216,585.47 |
| Including: Interest receivable | |||
| Dividend receivable | |||
| Inventories | |||
| Contract assets | |||
| Assets held for sale | |||
| Non-current assets due within one year | |||
| Other current assets | 451,891.89 | 1,312,005.84 | |
| Total current assets | 710,191,944.12 | 608,144,954.22 | |
| Non-current assets: | |||
| Debt investments | |||
| Other debt investments | |||
| Long-term receivables | |||
| Long-term equity investments | 3 | 1,695,066,358.71 | 1,695,066,358.71 |
| Other equity instrument investments | |||
| Other non-current financial assets | |||
| Investment property | |||
| Fixed assets | 597,383.01 | 1,452,968.55 | |
| Construction in progress | |||
| Productive biological assets | |||
| Oil & gas assets | |||
| Right-of-use assets | 3,612,273.62 | ||
| Intangible assets | 5,263,493.45 | ||
| Items | Note No. | December 31, 2022 | December 31, 2021 |
| Development expenditures | |||
| Goodwill | |||
| Long-term prepayments | |||
| Deferred tax assets | |||
| Other non-current assets | |||
| Total non-current assets | 1,699,276,015.34 | 1,701,782,820.71 | |
| Total assets | 2,409,467,959.46 | 2,309,927,774.93 | |
| Current liabilities: | |||
| Short-term borrowings | |||
| Held-for-trading financial liabilities | |||
| Derivative financial liabilities | |||
| Notes payable | |||
| Accounts payable | 1,970,831.46 | 8,307,002.70 | |
| Advances received | |||
| Contract liabilities | |||
| Employee benefits payable | 16,766,079.43 | 17,413,484.57 | |
| Tax payables | 992,135.97 | 588,351.37 | |
| Other payables | 29,398,503.34 | 28,326,799.18 | |
| Including: Interest payable | |||
| Dividend payable | |||
| Liabilities held for sale | |||
| Non-current liabilities due within one year | 345,803.89 | ||
| Other current liabilities | |||
| Total current liabilities | 49,473,354.09 | 54,635,637.82 | |
| Non-current liabilities: | |||
| Long-term borrowings | |||
| Bonds payable | |||
| Including: Preferred shares | |||
| Perpetual bonds | |||
| Lease liabilities | 3,384,255.31 | ||
| Long-term payables | |||
| Long-term employee benefits payable | 58,798,007.24 | 59,116,000.00 | |
| Provisions | |||
| Deferred income | |||
| Deferred tax liabilities | |||
| Other non-current liabilities | |||
| Total non-current liabilities | 62,182,262.55 | 59,116,000.00 | |
| Total liabilities | 111,655,616.64 | 113,751,637.82 | |
| Equity: | |||
| Share capital | 483,971,198.00 | 483,971,198.00 | |
| Other equity instruments | |||
| Including: Preferred shares | |||
| Perpetual bonds | |||
| Capital reserve | 29,273,418.97 | 23,620,463.97 | |
| Less: Treasury shares | |||
| Other comprehensive income | -18,577,000.00 | -17,195,000.00 | |
| Special reserve | |||
| Surplus reserve | 241,985,599.00 | 241,985,599.00 | |
| Undistributed profit | 1,561,159,126.85 | 1,463,793,876.14 | |
| Total equity | 2,297,812,342.82 | 2,196,176,137.11 | |
| Total liabilities & equity | 2,409,467,959.46 | 2,309,927,774.93 | |
Legal representative: Jo?o Miguel Ventura Rego AbecasisPerson in charge of accounting work: Chin Wee HuaPerson in charge of accounting department: Liu Liping
Consolidated income statementFor the year ended December 31, 2022
Monetary unit: RMB Yuan
| Items | Note No. | Current period cumulative | Preceding period comparative |
| I. Total operating revenue | 14,039,040,539.45 | 13,119,310,688.30 | |
| Including: Operating revenue | 61 | 14,039,040,539.45 | 13,119,310,688.30 |
| Interest income | |||
| Premiums earned | |||
| Revenue from handling charges and commission | |||
| II. Total operating cost | 10,788,719,947.64 | 10,205,460,291.83 | |
| Including: Operating cost | 61 | 6,952,428,993.91 | 6,436,358,227.59 |
| Interest expenses | |||
| Handling charges and commission expenditures | |||
| Surrender value | |||
| Net payment of insurance claims | |||
| Net provision of insurance policy reserve | |||
| Premium bonus expenditures | |||
| Reinsurance expenses | |||
| Taxes and surcharges | 62 | 920,858,290.32 | 892,059,817.68 |
| Selling expenses | 63 | 2,326,217,227.20 | 2,212,894,661.26 |
| Administrative expenses | 64 | 534,570,348.93 | 516,877,144.95 |
| R&D expenses | 65 | 110,747,936.06 | 163,151,284.60 |
| Financial expenses | 66 | -56,102,848.78 | -15,880,844.25 |
| Including: Interest expenses | 3,696,843.83 | 14,186,774.78 | |
| Interest income | 65,718,589.46 | 36,050,785.69 | |
| Add: Other income | 67 | 57,632,082.82 | 51,070,054.28 |
| Investment income (or less: losses) | 68 | 67,946,546.26 | 58,104,550.46 |
| Including: Investment income from associates and joint ventures | 56,279,080.37 | 43,299,933.71 | |
| Gains from derecognition of financial assets at amortized cost | |||
| Gains on foreign exchange (or less: losses) | |||
| Gains on net exposure to hedging risk (or less: losses) | |||
| Gains on changes in fair value (or less: losses) | 70 | 1,088,888.89 | |
| Credit impairment loss | 71 | 2,461,066.24 | 850,058.41 |
| Assets impairment loss | 72 | -81,390,922.88 | -79,260,753.58 |
| Gains on asset disposal (or less: losses) | 73 | 1,996,546.49 | 1,835,601.88 |
| III. Operating profit (or less: losses) | 3,298,965,910.74 | 2,947,538,796.81 | |
| Add: Non-operating income | 74 | 7,148,130.08 | 8,498,314.32 |
| Less: Non-operating expenses | 75 | 7,335,219.97 | 14,957,096.30 |
| IV. Profit before tax (or less: total loss) | 3,298,778,820.85 | 2,941,080,014.83 | |
| Less: Income tax expenses | 76 | 711,879,179.42 | 541,923,818.55 |
| Items | Note No. | Current period cumulative | Preceding period comparative |
| V. Net profit (or less: net loss) | 2,586,899,641.43 | 2,399,156,196.28 | |
| (I) Categorized by the continuity of operations | |||
| 1. Net profit from continuing operations (or less: net loss) | 2,585,541,660.55 | 2,402,132,679.21 | |
| 2. Net profit from discontinued operations (or less: net loss) | 1,357,980.88 | -2,976,482.93 | |
| (II) Categorized by the portion of equity ownership | |||
| 1. Net profit attributable to shareholders of parent company (or less: net loss) | 1,263,604,930.09 | 1,166,243,415.91 | |
| 2. Net profit attributable to non-controlling shareholders (or less: net loss) | 1,323,294,711.34 | 1,232,912,780.37 | |
| VI. Other comprehensive income after tax | 77 | 1,934,967.86 | 2,908,893.29 |
| (I) Items attributable to the shareholders of the parent company | 77 | 295,189.31 | 937,354.38 |
| 1.Not to be reclassified subsequently to profit or loss | 77 | -179,586.53 | 937,354.38 |
| (1) Remeasurements of the net defined benefit plan | 77 | -601,083.45 | 560,629.38 |
| (2) Items under equity method that will not be reclassified to profit or loss | |||
| (3) Changes in fair value of other equity instrument investments | 77 | 421,496.92 | 376,725.00 |
| (4) Changes in fair value of own credit risk | |||
| 2. To be reclassified subsequently to profit or loss | 77 | 474,775.84 | |
| (1) Items under equity method that may be reclassified to profit or loss | |||
| (2) Changes in fair value of other debt investments | |||
| (3) Profit or loss from reclassification of financial assets into other comprehensive income | |||
| (4) Provision for credit impairment of other debt investments | |||
| (5) Cash flow hedging reserve | 77 | 474,775.84 | |
| (6) Translation reserve | |||
| (7) Others | |||
| (II) Items attributable to non-controlling shareholders | 1,639,778.55 | 1,971,538.91 | |
| VII. Total comprehensive income | 2,588,834,609.29 | 2,402,065,089.57 | |
| (I) Items attributable to the shareholders of the parent company | 1,263,900,119.40 | 1,167,180,770.29 | |
| (II) Items attributable to non-controlling shareholders | 1,324,934,489.89 | 1,234,884,319.28 | |
| VIII. Earnings per share (EPS): | |||
| (I) Basic EPS (yuan per share) | 2.61 | 2.41 | |
| (II) Diluted EPS (yuan per share) | 2.61 | 2.41 | |
Legal representative: Jo?o Miguel Ventura Rego AbecasisPerson in charge of accounting work: Chin Wee HuaPerson in charge of accounting department: Liu Liping
Parent company income statementFor the year ended December 31, 2022
Monetary unit: RMB Yuan
| Items | Note No. | Current period cumulative | Preceding period comparative |
| I. Operating revenue | |||
| Less: Operating cost | |||
| Taxes and surcharges | 630,058.00 | 917,244.16 | |
| Selling expenses | |||
| Administrative expenses | 88,601,849.69 | 71,238,699.14 | |
| R&D expenses | |||
| Financial expenses | 3,240,694.54 | 7,209,408.01 | |
| Including: Interest expenses | 7,534,478.52 | 6,535,672.37 | |
| Interest income | 6,516,985.30 | 1,363,094.76 | |
| Add: Other income | 226,665.56 | 471,630.02 | |
| Investment income (or less: losses) | 5 | 1,155,407,400.00 | 858,714,000.00 |
| Including: Investment income from associates and joint ventures | |||
| Gains from derecognition of financial assets at amortized cost | |||
| Gains on net exposure to hedging risk (or less: losses) | |||
| Gains on changes in fair value (or less: losses) | |||
| Credit impairment loss | -217,728.25 | -1,143.55 | |
| Assets impairment loss | -330.53 | ||
| Gains on asset disposal (or less: losses) | 2,313,747.57 | ||
| II. Operating profit (or less: losses) | 1,065,257,152.12 | 779,819,135.16 | |
| Add: Non-operating income | 50,084.90 | ||
| Less: Non-operating expenses | 6,935.03 | ||
| III. Profit before tax (or less: total loss) | 1,065,307,237.02 | 779,812,200.13 | |
| Less: Income tax expenses | -409.69 | 6,251,717.46 | |
| IV. Net profit (or less: net loss) | 1,065,307,646.71 | 773,560,482.67 | |
| (I) Net profit from continuing operations (or less: net loss) | 1,063,949,665.83 | 776,306,113.06 | |
| (II) Net profit from discontinued operations (or less: net loss) | 1,357,980.88 | -2,745,630.39 | |
| V. Other comprehensive income after tax | -1,382,000.00 | -1,141,000.00 | |
| (I) Not to be reclassified subsequently to profit or loss | -1,382,000.00 | -1,141,000.00 | |
| 1. Remeasurements of the net defined benefit plan | -1,382,000.00 | -1,141,000.00 | |
| 2. Items under equity method that will not be reclassified to profit or loss | |||
| 3. Changes in fair value of other equity instrument investments | |||
| 4. Changes in fair value of own credit risk | |||
| (II) To be reclassified subsequently to profit or loss | |||
| 1. Items under equity method that may be reclassified to profit or loss | |||
| 2. Changes in fair value of other debt investments | |||
| 3. Profit or loss from reclassification of |
| Items | Note No. | Current period cumulative | Preceding period comparative |
| financial assets into other comprehensive income | |||
| 4. Provision for credit impairment of other debt investments | |||
| 5. Cash flow hedging reserve | |||
| 6. Translation reserve | |||
| 7. Others | |||
| VI. Total comprehensive income | 1,063,925,646.71 | 772,419,482.67 | |
| VII. Earnings per share (EPS): | |||
| (I) Basic EPS (yuan per share) | |||
| (II) Diluted EPS (yuan per share) | |||
Legal representative: Jo?o Miguel Ventura Rego AbecasisPerson in charge of accounting work: Chin Wee HuaPerson in charge of accounting department: Liu Liping
Consolidated cash flow statementFor the year ended December 31, 2022
Monetary unit: RMB Yuan
| Items | Note No. | Current period cumulative | Preceding period comparative |
| I. Cash flows from operating activities: | |||
| Cash receipts from sale of goods or rendering of services | 15,115,689,237.16 | 15,005,626,361.63 | |
| Net increase of client deposit and interbank deposit | |||
| Net increase of central bank loans | |||
| Net increase of loans from other financial institutions | |||
| Cash receipts from original insurance contract premium | |||
| Net cash receipts from reinsurance | |||
| Net increase of policy-holder deposit and investment | |||
| Cash receipts from interest, handling charges and commission | |||
| Net increase of loans from others | |||
| Net increase of repurchase | |||
| Net cash receipts from agency security transaction | |||
| Receipts of tax refund | 63,437,941.07 | ||
| Other cash receipts related to operating activities | 78 (1) | 1,529,443,356.44 | 771,482,436.93 |
| Subtotal of cash inflows from operating activities | 16,708,570,534.67 | 15,777,108,798.56 | |
| Cash payments for goods purchased and services received | 7,182,798,597.19 | 6,753,412,859.07 | |
| Net increase of loans and advances to clients | |||
| Net increase of central bank deposit and interbank deposit | |||
| Cash payments for insurance indemnities | |||
| Items | Note No. | Current period cumulative | Preceding period comparative |
| of original insurance contracts | |||
| Net increase of loans to others | |||
| Cash payments for interest, handling charges and commission | |||
| Cash payments for policy bonus | |||
| Cash paid to employees | 1,638,870,963.42 | 1,409,253,997.79 | |
| Cash payments for taxes | 2,385,111,985.13 | 2,348,862,111.52 | |
| Other cash payments related to operating activities | 78 (2) | 1,749,140,730.39 | 1,700,792,716.78 |
| Subtotal of cash outflows from operating activities | 12,955,922,276.13 | 12,212,321,685.16 | |
| Net cash flows from operating activities | 3,752,648,258.54 | 3,564,787,113.40 | |
| II. Cash flows from investing activities: | |||
| Cash receipts from withdrawal of investments | 1,512,411,748.50 | 1,514,402,576.10 | |
| Cash receipts from investment income | 344,606.28 | 50,041,498.38 | |
| Net cash receipts from the disposal of fixed assets, intangible assets and other long-term assets | 11,975,166.19 | 9,143,987.03 | |
| Net cash receipts from the disposal of subsidiaries & other business units | |||
| Other cash receipts related to investing activities | |||
| Subtotal of cash inflows from investing activities | 1,524,731,520.97 | 1,573,588,061.51 | |
| Cash payments for the acquisition of fixed assets, intangible assets and other long-term assets | 912,818,007.38 | 725,336,585.84 | |
| Cash payments for investments | 1,000,000,000.00 | 2,000,000,000.00 | |
| Net increase of pledged borrowings | |||
| Net cash payments for the acquisition of subsidiaries & other business units | |||
| Other cash payments related to investing activities | |||
| Subtotal of cash outflows from investing activities | 1,912,818,007.38 | 2,725,336,585.84 | |
| Net cash flows from investing activities | -388,086,486.41 | -1,151,748,524.33 | |
| III. Cash flows from financing activities: | |||
| Cash receipts from absorbing investments | |||
| Including: Cash received by subsidiaries from non-controlling shareholders as investments | |||
| Cash receipts from borrowings | |||
| Other cash receipts related to financing activities | |||
| Subtotal of cash inflows from financing activities | |||
| Cash payments for the repayment of borrowings | 890,000,000.00 | ||
| Cash payments for distribution of dividends or profits and for interest expenses | 2,099,760,024.96 | 856,857,615.14 | |
| Items | Note No. | Current period cumulative | Preceding period comparative |
| Including: Cash paid by subsidiaries to non-controlling shareholders as dividend or profit | 1,131,817,628.96 | 844,681,498.62 | |
| Other cash payments related to financing activities | 78 (6) | 33,725,924.40 | 266,823,000.00 |
| Subtotal of cash outflows from financing activities | 2,133,485,949.36 | 2,013,680,615.14 | |
| Net cash flows from financing activities | -2,133,485,949.36 | -2,013,680,615.14 | |
| IV. Effect of foreign exchange rate changes on cash & cash equivalents | |||
| V. Net increase in cash and cash equivalents | 1,231,075,822.77 | 399,357,973.93 | |
| Add: Opening balance of cash and cash equivalents | 2,165,733,418.37 | 1,766,375,444.44 | |
| VI. Closing balance of cash and cash equivalents | 3,396,809,241.14 | 2,165,733,418.37 |
Legal representative: Jo?o Miguel Ventura Rego AbecasisPerson in charge of accounting work: Chin Wee HuaPerson in charge of accounting department: Liu Liping
Parent company cash flow statementFor the year ended December 31, 2022
Monetary unit: RMB Yuan
| Items | Note No. | Current period cumulative | Preceding period comparative |
| I. Cash flows from operating activities: | |||
| Cash receipts from sale of goods or rendering of services | |||
| Receipts of tax refund | 2,176,563.95 | ||
| Other cash receipts related to operating activities | 43,233,880.87 | 14,838,249.87 | |
| Subtotal of cash inflows from operating activities | 45,410,444.82 | 14,838,249.87 | |
| Cash payments for goods purchased and services received | |||
| Cash paid to employees | 54,988,880.90 | 47,333,466.40 | |
| Cash payments for taxes | 3,110,071.44 | 20,140,570.51 | |
| Other cash payments related to operating activities | 36,874,392.35 | 35,583,911.88 | |
| Subtotal of cash outflows from operating activities | 94,973,344.69 | 103,057,948.79 | |
| Net cash flows from operating activities | -49,562,899.87 | -88,219,698.92 | |
| II. Cash flows from investing activities: | |||
| Cash receipts from withdrawal of investments | |||
| Cash receipts from investment income | 1,155,407,400.00 | 858,714,000.00 | |
| Net cash receipts from the disposal of fixed assets, intangible assets and other long-term assets | 5,481,653.12 | ||
| Net cash receipts from the disposal of | |||
| Items | Note No. | Current period cumulative | Preceding period comparative |
| subsidiaries & other business units | |||
| Other cash receipts related to investing activities | |||
| Subtotal of cash inflows from investing activities | 1,160,889,053.12 | 858,714,000.00 | |
| Cash payments for the acquisition of fixed assets, intangible assets and other long-term assets | 526,883.95 | ||
| Cash payments for investments | 55,481,532.85 | ||
| Net cash payments for the acquisition of subsidiaries & other business units | |||
| Other cash payments related to investing activities | |||
| Subtotal of cash outflows from investing activities | 526,883.95 | 55,481,532.85 | |
| Net cash flows from investing activities | 1,160,362,169.17 | 803,232,467.15 | |
| III. Cash flows from financing activities: | |||
| Cash receipts from absorbing investments | |||
| Cash receipts from borrowings | |||
| Other cash receipts related to financing activities | |||
| Subtotal of cash inflows from financing activities | |||
| Cash payments for the repayment of borrowings | 140,000,000.00 | ||
| Cash payments for distribution of dividends or profits and for interest expenses | 975,373,606.56 | 6,535,672.37 | |
| Other cash payments related to financing activities | 215,250.32 | ||
| Subtotal of cash outflows from financing activities | 975,588,856.88 | 146,535,672.37 | |
| Net cash flows from financing activities | -975,588,856.88 | -146,535,672.37 | |
| IV. Effect of foreign exchange rate changes on cash and cash equivalents | |||
| V. Net increase in cash and cash equivalents | 135,210,412.42 | 568,477,095.86 | |
| Add: Opening balance of cash and cash equivalents | 569,390,759.47 | 913,663.61 | |
| VI. Closing balance of cash and cash equivalents | 704,601,171.89 | 569,390,759.47 | |
Legal representative: Jo?o Miguel Ventura Rego AbecasisPerson in charge of accounting work: Chin Wee HuaPerson in charge of accounting department: Liu Liping
Consolidated statement of changes in equityFor the year ended December 31, 2022
Monetary unit: RMB Yuan
| Items | Current period cumulative | ||||||||||||||
| Equity attributable to parent company | Non-controlling interest | Total equity | |||||||||||||
| Share capital | Other equity instruments | Capital reserve | Less: Treasury shares | Other comprehensive income | Special reserve | Surplus reserve | General risk reserve | Undistributed profit | Others | Subtotal | |||||
| Preferred shares | Perpetual bonds | Others | |||||||||||||
| I. Balance at the end of prior year | 483,971,198.00 | 2,075,145.00 | -13,838,109.84 | 241,985,599.00 | 1,040,351,272.07 | 1,754,545,104.23 | 1,373,750,135.57 | 3,128,295,239.80 | |||||||
| Add: Cumulative changes of accounting policies | |||||||||||||||
| Error correction of prior period | |||||||||||||||
| Business combination under common control | |||||||||||||||
| Others | |||||||||||||||
| II. Balance at the beginning of current year | 483,971,198.00 | 2,075,145.00 | -13,838,109.84 | 241,985,599.00 | 1,040,351,272.07 | 1,754,545,104.23 | 1,373,750,135.57 | 3,128,295,239.80 | |||||||
| III. Current period increase (or less: decrease) | 5,652,955.00 | 295,189.31 | 295,662,534.09 | 301,610,678.40 | 193,116,860.93 | 494,727,539.33 | |||||||||
| (I) Total comprehensive income | 295,189.31 | 1,263,604,930.09 | 1,263,900,119.40 | 1,324,934,489.89 | 2,588,834,609.29 | ||||||||||
| (II) Capital contributed or withdrawn by shareholders | 5,652,955.00 | 5,652,955.00 | 5,652,955.00 | ||||||||||||
| 1. Ordinary shares contributed by shareholders | |||||||||||||||
| 2. Capital contributed by holders of other equity instruments | |||||||||||||||
| 3. Amount of share-based payment included in equity | 5,652,955.00 | 5,652,955.00 | 5,652,955.00 | ||||||||||||
| 4. Others | |||||||||||||||
| (III) Profit distribution | -967,942,396.00 | -967,942,396.00 | -1,131,817,628.96 | -2,099,760,024.96 | |||||||||||
| 1. Appropriation of surplus reserve | |||||||||||||||
| 2. Appropriation of general risk reserve | |||||||||||||||
| 3. Appropriation of profit to shareholders | -967,942,396.00 | -967,942,396.00 | -1,131,817,628.96 | -2,099,760,024.96 | |||||||||||
| 4. Others | |||||||||||||||
| (IV) Internal carry-over within equity | |||||||||||||||
| 1. Transfer of capital reserve to capital | |||||||||||||||
| 2. Transfer of surplus reserve to capital | |||||||||||||||
| 3. Surplus reserve to cover losses | |||||||||||||||
| 4. Changes in defined benefit plan carried over to retained earnings | |||||||||||||||
| 5. Other comprehensive income carried over to retained earnings | |||||||||||||||
| 6. Others | |||||||||||||||
| (V) Special reserve | |||||||||||||||
| 1. Appropriation of current period | |||||||||||||||
| 2. Application of current period | |||||||||||||||
| (VI) Others | |||||||||||||||
| IV. Balance at the end of current period | 483,971,198.00 | 7,728,100.00 | -13,542,920.53 | 241,985,599.00 | 1,336,013,806.16 | 2,056,155,782.63 | 1,566,866,996.50 | 3,623,022,779.13 | |||||||
| Items | Preceding period comparative | ||||||||||||||
| Equity attributable to parent company | Non-controlling interest | Total equity | |||||||||||||
| Share capital | Other equity instruments | Capital reserve | Less: Treasury shares | Other comprehensive income | Special reserve | Surplus reserve | General risk reserve | Undistributed profit | Others | Subtotal | |||||
| Preferred shares | Perpetual bonds | Others | |||||||||||||
| I. Balance at the end of prior year | 483,971,198.00 | -14,775,464.22 | 241,985,599.00 | -125,892,143.84 | 585,289,188.94 | 983,547,314.91 | 1,568,836,503.85 | ||||||||
| Add: Cumulative changes of accounting policies | |||||||||||||||
| Error correction of prior period | |||||||||||||||
| Business combination under common control | |||||||||||||||
| Others | |||||||||||||||
| II. Balance at the beginning of current year | 483,971,198.00 | -14,775,464.22 | 241,985,599.00 | -125,892,143.84 | 585,289,188.94 | 983,547,314.91 | 1,568,836,503.85 | ||||||||
| III. Current period increase (or less: decrease) | 2,075,145.00 | 937,354.38 | 1,166,243,415.91 | 1,169,255,915.29 | 390,202,820.66 | 1,559,458,735.95 | |||||||||
| (I) Total comprehensive income | 937,354.38 | 1,166,243,415.91 | 1,167,180,770.29 | 1,234,884,319.28 | 2,402,065,089.57 | ||||||||||
| (II) Capital contributed or withdrawn by shareholders | 2,075,145.00 | 2,075,145.00 | 2,075,145.00 | ||||||||||||
| 1. Ordinary shares contributed by shareholders | |||||||||||||||
| 2. Capital contributed by holders of other equity instruments | |||||||||||||||
| 3. Amount of share-based payment included in equity | 2,075,145.00 | 2,075,145.00 | 2,075,145.00 | ||||||||||||
| 4. Others | |||||||||||||||
| (III) Profit distribution | -844,681,498.62 | -844,681,498.62 | |||||||||||||
| 1. Appropriation of surplus reserve | |||||||||||||||
| 2. Appropriation of general risk reserve | |||||||||||||||
| 3. Appropriation of profit to shareholders | -844,681,498.62 | -844,681,498.62 | |||||||||||||
| 4. Others | |||||||||||||||
| (IV) Internal carry-over within equity | |||||||||||||||
| 1. Transfer of capital reserve to capital | |||||||||||||||
| 2. Transfer of surplus reserve to capital | |||||||||||||||
| 3. Surplus reserve to cover losses | |||||||||||||||
| 4. Changes in defined benefit plan carried over to retained earnings | |||||||||||||||
| 5. Other comprehensive income carried over to retained earnings | |||||||||||||||
| 6. Others | |||||||||||||||
| (V) Special reserve | |||||||||||||||
| 1. Appropriation of current period | |||||||||||||||
| 2. Application of current period | |||||||||||||||
| (VI) Others | |||||||||||||||
| IV. Balance at the end of current period | 483,971,198.00 | 2,075,145.00 | -13,838,109.84 | 241,985,599.00 | 1,040,351,272.07 | 1,754,545,104.23 | 1,373,750,135.57 | 3,128,295,239.80 | |||||||
Legal representative: Jo?o Miguel Ventura Rego Abecasis Person in charge of accounting work: Chin Wee Hua Person in charge of accounting department: Liu Liping
Parent company statement of changes in equity
For the year ended December 31, 2022
Monetary unit: RMB Yuan
| Items | Current period cumulative | ||||||||||
| Share capital | Other equity instruments | Capital reserve | Less: Treasury shares | Other comprehensive income | Special reserve | Surplus reserve | Undistributed profit | Total equity | |||
| Preferred shares | Perpetual bonds | Others | |||||||||
| I. Balance at the end of prior year | 483,971,198.00 | 23,620,463.97 | -17,195,000.00 | 241,985,599.00 | 1,463,793,876.14 | 2,196,176,137.11 | |||||
| Add: Cumulative changes of accounting policies | |||||||||||
| Error correction of prior period | |||||||||||
| Others | |||||||||||
| II. Balance at the beginning of current year | 483,971,198.00 | 23,620,463.97 | -17,195,000.00 | 241,985,599.00 | 1,463,793,876.14 | 2,196,176,137.11 | |||||
| III. Current period increase (or less: decrease) | 5,652,955.00 | -1,382,000.00 | 97,365,250.71 | 101,636,205.71 | |||||||
| (I) Total comprehensive income | -1,382,000.00 | 1,065,307,646.71 | 1,063,925,646.71 | ||||||||
| (II) Capital contributed or withdrawn by shareholders | 5,652,955.00 | 5,652,955.00 | |||||||||
| 1. Ordinary shares contributed by shareholders | |||||||||||
| 2. Capital contributed by holders of other equity instruments | |||||||||||
| 3. Amount of share-based payment included in equity | 5,652,955.00 | 5,652,955.00 | |||||||||
| 4. Others | |||||||||||
| (III) Profit distribution | -967,942,396.00 | -967,942,396.00 | |||||||||
| 1. Appropriation of surplus reserve | |||||||||||
| 2. Appropriation of profit to shareholders | -967,942,396.00 | -967,942,396.00 | |||||||||
| 3. Others | |||||||||||
| (IV) Internal carry-over within equity | |||||||||||
| 1. Transfer of capital reserve to capital | |||||||||||
| 2. Transfer of surplus reserve to capital | |||||||||||
| 3. Surplus reserve to cover losses | |||||||||||
| 4. Changes in defined benefit plan carried over to retained earnings | |||||||||||
| 5. Other comprehensive income carried over to retained earnings | |||||||||||
| 6. Others | |||||||||||
| (V) Special reserve | |||||||||||
| 1. Appropriation of current period | |||||||||||
| 2. Application of current period | |||||||||||
| (VI) Others | |||||||||||
| IV. Balance at the end of current period | 483,971,198.00 | 29,273,418.97 | -18,577,000.00 | 241,985,599.00 | 1,561,159,126.85 | 2,297,812,342.82 | |||||
| Items | Preceding period comparative | ||||||||||
| Share capital | Share capital | Capital reserve | Less: Treasury shares | Other comprehensive income | Special reserve | Surplus reserve | Undistributed profit | Total equity | |||
| Preferred shares | Perpetual bonds | Others | |||||||||
| I. Balance at the end of prior year | 483,971,198.00 | 21,545,318.97 | -16,054,000.00 | 241,985,599.00 | 690,233,393.47 | 1,421,681,509.44 | |||||
| Add: Cumulative changes of accounting policies | |||||||||||
| Error correction of prior period | |||||||||||
| Others | |||||||||||
| II. Balance at the beginning of current year | 483,971,198.00 | 21,545,318.97 | -16,054,000.00 | 241,985,599.00 | 690,233,393.47 | 1,421,681,509.44 | |||||
| III. Current period increase (or less: decrease) | 2,075,145.00 | -1,141,000.00 | 773,560,482.67 | 774,494,627.67 | |||||||
| (I) Total comprehensive income | -1,141,000.00 | 773,560,482.67 | 772,419,482.67 | ||||||||
| (II) Capital contributed or withdrawn by shareholders | 2,075,145.00 | 2,075,145.00 | |||||||||
| 1. Ordinary shares contributed by shareholders | |||||||||||
| 2. Capital contributed by holders of other equity instruments | |||||||||||
| 3. Amount of share-based payment included in equity | 2,075,145.00 | 2,075,145.00 | |||||||||
| 4. Others | |||||||||||
| (III) Profit distribution | |||||||||||
| 1. Appropriation of surplus reserve | |||||||||||
| 2. Appropriation of profit to shareholders | |||||||||||
| 3. Others | |||||||||||
| (IV) Internal carry-over within equity | |||||||||||
| 1. Transfer of capital reserve to capital | |||||||||||
| 2. Transfer of surplus reserve to capital | |||||||||||
| 3. Surplus reserve to cover losses | |||||||||||
| 4. Changes in defined benefit plan carried over to retained earnings | |||||||||||
| 5. Other comprehensive income carried over to retained earnings | |||||||||||
| 6. Others | |||||||||||
| (V) Special reserve | |||||||||||
| 1. Appropriation of current period | |||||||||||
| 2. Application of current period | |||||||||||
| (VI) Others | |||||||||||
| IV. Balance at the end of current period | 483,971,198.00 | 23,620,463.97 | -17,195,000.00 | 241,985,599.00 | 1,463,793,876.14 | 2,196,176,137.11 | |||||
Legal representative: Jo?o Miguel Ventura Rego Abecasis Person in charge of accounting work: Chin Wee Hua Person in charge of accounting department: Liu Liping
III. Company profile
1. Overview
√ Applicable □ Not Applicable
Chongqing Brewery Co., Ltd. (the “Company”) was a limited liability company by shares transformed fromChongqing Brewery Plant and established by the sole initiator Chongqing Beer (Group) Co., Ltd. through privateplacement under the approval of Chongqing Economic System Reform Commission. The Company currently holdsa business license with unified social credit code of 915000002028235667, with registered capital of 483.97 millionyuan, total share of 483.97 million shares (each with par value of one yuan), all of which are unrestricted outstandingshares. The Company’s shares were listed on the Shanghai Stock Exchange in October 1997.The Company belongs to the alchol, beverage and refined tea manufacturing industry and is mainly engaged inproduction and sales of beer and non-alcoholic beverages (excluding restricted items); production and sales of beerequipment, packages, raw and auxiliary materials; general cargo transportation (excluding dangerous goodstransportation).The financial statements were approved and authorized for issue by the eighth meeting of the tenth of the Board ofDirectors dated April 26, 2023.
2. Consolidation scope
√ Applicable □ Not Applicable
The Company has brought 22 subsidiaries including Carlsberg Chongqing Brewery Co., Ltd. into the consolidationscope. Please refer to item IX of this section for details.
IV. Preparation basis of the financial statements
1. Preparation basis
The financial statements have been prepared on the basis of going concern.
2. Going concern
√ Applicable □ Not Applicable
The Company has no events or conditions that may cast significant doubts upon the Company’s ability to continueas a going concern within the 12 months after the balance sheet date.
V. Significant accounting policies and estimatesNotes to specific accounting policies and estimates:
√ Applicable □ Not Applicable
Important note: The Company has set up accounting policies and estimates on transactions or events such asimpairment of financial instruments, depreciation of fixed assets, depreciation of right-of-use assets, amortizationof intangible assets, revenue recognition, etc., based on the Company’s actual production and operation features.
1. Statement of compliance
The financial statements have been prepared in accordance with the requirements of China Accounting Standardsfor Business Enterprises (CASBEs), and present truly and completely the financial position, financial performanceand cash flows of the Company.
2. Accounting period
The accounting year of the Company runs from January 1 to December 31 under the Gregorian calendar.
3. Operating cycle
√ Applicable □ Not Applicable
The Company has a relatively short operating cycle for its business, an asset or a liability is classified as current ifit is expected to be realized or due within 12 months.
4. Functional currency
The Company’s functional currency is Renminbi (RMB) Yuan.
5. Accounting treatments of business combination under and not under common control
√ Applicable □ Not Applicable
1. Accounting treatment of business combination under common control
Assets and liabilities arising from business combination are measured at carrying amount of the combined partyincluded in the consolidated financial statements of the ultimate controlling party at the combination date.Difference between carrying amount of the equity of the combined party included in the consolidated financialstatements of the ultimate controlling party and that of the combination consideration or total par value of sharesissued is adjusted to capital reserve, if the balance of capital reserve is insufficient to offset, any excess is adjustedto retained earnings.
2. Accounting treatment of business combination not under common control
When combination cost is in excess of the fair value of identifiable net assets obtained from the acquiree at theacquisition date, the excess is recognized as goodwill; otherwise, the fair value of identifiable assets, liabilities andcontingent liabilities, and the measurement of the combination cost are reviewed, then the difference is recognizedin profit or loss.
6. Compilation method of consolidated financial statements
√ Applicable □ Not Applicable
The parent company brings all its controlled subsidiaries into the consolidation scope. The consolidated financialstatements are compiled by the parent company according to “CASBE 33 – Consolidated Financial Statements”,based on relevant information and the financial statements of the parent company and its subsidiaries.
7. Classification of joint arrangements and accounting treatment of joint operations
□ Applicable √ Not Applicable
8. Recognition criteria of cash and cash equivalents
Cash as presented in cash flow statement refers to cash on hand and deposit on demand for payment.Cash equivalents refer to short-term, highly liquid investments that can be readily converted to cash and that aresubject to an insignificant risk of changes in value.
9. Foreign currency translation
√ Applicable □ Not Applicable
Transactions denominated in foreign currency are translated into yuan at the spot exchange rate at the transactiondate at initial recognition. At the balance sheet date, monetary items denominated in foreign currency are translatedat the spot exchange rate at the balance sheet date with difference, except for those arising from the principal andinterest of exclusive borrowings eligible for capitalization, included in profit or loss; non-cash items carried athistorical costs are translated at the spot exchange rate at the transaction date, with the RMB amounts unchanged;non-cash items carried at fair value in foreign currency are translated at the spot exchange rate at the date when thefair value was determined, with difference included in profit or loss or other comprehensive income.
10. Financial instruments
√ Applicable □ Not Applicable
1. Classification of financial assets and financial liabilities
Financial assets are classified into the following three categories when initially recognized: (1) financial assets atamortized cost; (2) financial assets at fair value through other comprehensive income; (3) financial assets at fairvalue through profit or loss.Financial liabilities are classified into the following four categories when initially recognized: (1) financial liabilitiesat fair value through profit or loss; (2) financial liabilities that arise when a transfer of a financial asset does notqualify for derecognition or when the continuing involvement approach applies; (3) financial guarantee contractsnot fall within the above categories (1) and (2), and commitments to provide a loan at a below-market interest rate,which do not fall within the above category (1); (4) financial liabilities at amortized cost.
2. Recognition criteria, measurement method and derecognition condition of financial assets and financial liabilities
(1) Recognition criteria and measurement method of financial assets and financial liabilitiesWhen the Company becomes a party to a financial instrument contract, it is recognized as a financial asset orfinancial liability. The financial assets and financial liabilities initially recognized by the Company are measured atfair value; for the financial assets and liabilities at fair value through profit or loss, the transaction expenses thereofare directly included in profit or loss; for other categories of financial assets and financial liabilities, the transactionexpenses thereof are included into the initially recognized amount. However, at initial recognition, for accountsreceivable that do not contain a significant financing component or in circumstances where the Company does notconsider the financing components in contracts within one year, they are measured at the transaction price inaccordance with “CASBE 14 – Revenues”.
(2) Subsequent measurement of financial assets
1) Financial assets measured at amortized cost
The Company measures its financial assets at the amortized costs using effective interest method. Gains or losseson financial assets that are measured at amortized cost and are not part of hedging relationships shall be includedinto profit or loss when the financial assets are derecognized, reclassified, amortized using effective interest methodor recognized with impairment loss.
2) Debt instrument investments at fair value through other comprehensive incomeThe Company measures its debt instrument investments at fair value. Interests, impairment gains or losses, andgains and losses on foreign exchange that calculated using effective interest method shall be included into profit orloss, while other gains or losses are included into other comprehensive income. Accumulated gains or losses thatinitially recognized as other comprehensive income should be transferred out into profit or loss when the financialassets are derecognized.
3) Equity instrument investments at fair value through other comprehensive incomeThe Company measures its equity instrument investments at fair value. Dividends obtained (other than those as partof investment cost recovery) shall be included into profit or loss, while other gains or losses are included into othercomprehensive income. Accumulated gains or losses that initially recognized as other comprehensive income shouldbe transferred out into retained earnings when the financial assets are derecognized.
4) Financial assets at fair value through profit or loss
The Company measures its financial assets at fair value. Gains or losses arising from changes in fair value (includinginterests and dividends) shall be included into profit or loss, except for financial assets that are part of hedgingrelationships.
(3) Subsequent measurement of financial liabilities
1) Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include held-for-trading financial liabilities (includingderivatives that are liabilities) and financial liabilities designated as at fair value through profit or loss. The Companymeasures such kind of liabilities at fair value. The amount of changes in the fair value of the financial liabilities thatare attributable to changes in the Company’s own credit risk shall be included into other comprehensive income,unless such treatment would create or enlarge accounting mismatches in profit or loss. Other gains or losses onthose financial liabilities (including interests, changes in fair value that are attributable to reasons other than changesin the Company’s own credit risk) shall be included into profit or loss, except for financial liabilities that are part ofhedging relationships. Accumulated gains or losses that originally recognized as other comprehensive incomeshould be transferred out into retained earnings when the financial liabilities are derecognized.
2) Financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when thecontinuing involvement approach appliesThe Company measures its financial liabilities in accordance with “CASBE 23 – Transfer of Financial Assets”.
3) Financial guarantee contracts not fall within the above categories 1) and 2), and commitments to provide a loanat a below-market interest rate, which do not fall within the above category 1)The Company measures its financial liabilities at the higher of: a. the amount of loss allowances in accordance with
impairment requirements of financial instruments; b. the amount initially recognized less the amount of accumulatedamortization recognized in accordance with “CASBE 14 – Revenues”.
4) Financial liabilities at amortized cost
The Company measures its financial liabilities at amortized cost using effective interest method. Gains or losses onfinancial liabilities that are measured at amortized cost and are not part of hedging relationships shall be includedinto profit or loss when the financial liabilities are derecognized and amortized using effective interest method.
(4) Derecognition of financial assets and financial liabilities
1) Financial assets are derecognized when:
a. the contractual rights to the cash flows from the financial assets expire; orb. the financial assets have been transferred and the transfer qualifies for derecognition in accordance with “CASBE23 – Transfer of Financial Assets”.
2) Only when the underlying present obligations of a financial liability are relieved totally or partly may the financialliability be derecognized accordingly.
3. Recognition criteria and measurement method of financial assets transfer
Where the Company has transferred substantially all of the risks and rewards related to the ownership of the financialasset, it derecognizes the financial asset, and any right or liability arising from such transfer is recognizedindependently as an asset or a liability. If it retained substantially all of the risks and rewards related to the ownershipof the financial asset, it continues recognizing the financial asset. Where the Company does not transfer or retainsubstantially all of the risks and rewards related to the ownership of a financial asset, it is dealt with according tothe circumstances as follows respectively: (1) if the Company does not retain its control over the financial asset, itderecognizes the financial asset, and any right or liability arising from such transfer is recognized independently asan asset or a liability; (2) if the Company retains its control over the financial asset, according to the extent of itscontinuing involvement in the transferred financial asset, it recognizes the related financial asset and recognizes therelevant liability accordingly.If the transfer of an entire financial asset satisfies the conditions for derecognition, the difference between theamounts of the following two items is included in profit or loss: (1) the carrying amount of the transferred financialasset as of the date of derecognition; (2) the sum of consideration received from the transfer of the financial asset,and the accumulative amount of the changes of the fair value originally included in other comprehensive incomeproportionate to the transferred financial asset (financial assets transferred refer to debt instrument investments atfair value through other comprehensive income). If the transfer of financial asset partially satisfies the conditions toderecognition, the entire carrying amount of the transferred financial asset is, between the portion which isderecognized and the portion which is not, apportioned according to their respective relative fair value, and thedifference between the amounts of the following two items is included into profit or loss: (1) the carrying amountof the portion which is derecognized; (2) the sum of consideration of the portion which is derecognized, and theportion of the accumulative amount of the changes in the fair value originally included in other comprehensiveincome which is corresponding to the portion which is derecognized (financial assets transferred refer to debtinstrument investments at fair value through other comprehensive income).
4. Fair value determination method of financial assets and liabilities
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data andinformation are available to measure fair value. The inputs to valuation techniques used to measure fair value arearranged in the following hierarchy and used accordingly:
(1) Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Companycan access at the measurement date;
(2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset orliability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in activemarkets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other thanquoted prices that are observable for the asset or liability, for example, interest rates and yield curves observable atcommonly quoted intervals; market-corroborated inputs;
(3) Level 3 inputs are unobservable inputs for the asset or liability. Level 3 inputs include interest rate that is notobservable and cannot be corroborated by observable market data at commonly quoted intervals, historical volatility,future cash flows to be paid to fulfill the disposal obligation assumed in business combination, financial forecastdeveloped using the Company’s own data, etc.
5. Impairment of financial instruments
(1) Measurement and accounting treatment
The Company, on the basis of expected credit loss, recognizes loss allowances of financial assets at amortized cost,debt instrument investments at fair value through other comprehensive income, leases receivable, loan commitmentsother than financial liabilities at fair value through profit or loss, financial guarantee contracts not belong to financialliabilities at fair value through profit or loss or financial liabilities that arise when a transfer of a financial asset doesnot qualify for derecognition or when the continuing involvement approach applies.Expected credit losses refer to the weighted average of credit losses with the respective risks of a default occurringas the weights. Credit loss refers to the difference between all contractual cash flows that are due to the Companyin accordance with the contract and all the cash flows that the Company expects to receive (i.e. all cash shortfalls),discounted at the original effective interest rate. Among which, purchased or originated credit-impaired financialassets are discounted at the credit-adjusted effective interest rate.At the balance sheet date, the Company shall only recognize the cumulative changes in the lifetime expected creditlosses since initial recognition as a loss allowance for purchased or originated credit-impaired financial assets.For accounts receivable and contract assets resulting from transactions regulated in “CASBE 14 – Revenues”, theCompany chooses simplified approach to measure the loss allowance at an amount equal to lifetime expected creditlosses.For financial assets other than the above, on each balance sheet date, the Company shall assess whether the creditrisk on the financial instrument has increased significantly since initial recognition. The Company shall measurethe loss allowance for the financial instrument at an amount equal to the lifetime expected credit losses if the creditrisk on that financial instrument has increased significantly since initial recognition; otherwise, the Company shallmeasure the loss allowance for that financial instrument at an amount equal to 12-month expected credit loss.
Considering reasonable and supportable forward-looking information, the Company compares the risk of a defaultoccurring on the financial instrument as at the balance sheet date with the risk of a default occurring on the financialinstrument as at the date of initial recognition, so as to assess whether the credit risk on the financial instrument hasincreased significantly since initial recognition.The Company may assume that the credit risk on a financial instrument has not increased significantly since initialrecognition if the financial instrument is determined to have relatively low credit risk at the balance sheet date.The Company shall estimate expected credit risk and measure expected credit losses on an individual or a collectivebasis. When the Company adopts the collective basis, financial instruments are grouped with similar credit riskfeatures.The Company shall remeasure expected credit loss on each balance sheet date, and increased or reversed amountsof loss allowance arising therefrom shall be included into profit or loss as impairment losses or gains. For a financialasset measured at amortized cost, the loss allowance reduces the carrying amount of such financial asset presentedin the balance sheet; for a debt investment measured at fair value through other comprehensive income, the lossallowance shall be recognized in other comprehensive income and shall not reduce the carrying amount of suchfinancial asset.
(2) Financial instruments with expected credit risk assessed on a collective basis and expected credit losses measuredusing three-stage model
| Items | Basis for determination of portfolio | Method for measuring expected credit loss |
| Other receivables – Portfolio grouped with balances due from related parties within the consolidation scope | Related parties brought into the consolidation scope | Based on historical credit loss experience, the current situation and the forecast of future economic conditions, the Company calculates expected credit loss through exposure at default and 12-month or lifetime expected credit loss rate. |
| Other receivables – Portfolio grouped with ages | Ages |
(3) Accounts receivable with expected credit losses measured on a collective basis using simplified approach
1) Specific portfolios and method for measuring expected credit loss
| Items | Basis for determination of portfolio | Method for measuring expected credit loss |
| Accounts receivable – Portfolio grouped with ages | Ages | Based on historical credit loss experience, the current situation and the forecast of future economic conditions, the Company prepares the comparison table of ages and lifetime expected credit loss rate of accounts receivable, so as to calculate expected credit loss. |
| Accounts receivable – Portfolio grouped with balances due from related parties within the consolidation scope | Related parties brought into the consolidation scope | Based on historical credit loss experience, the current situation and the forecast of future economic conditions, the Company calculates expected credit loss through exposure at default and lifetime expected credit loss rate. |
2) Accounts receivable – comparison table of ages and lifetime expected credit loss rate of portfolio grouped withages
| Ages | Expected credit loss rate (%) |
| Within 1 year (inclusive, the same hereinafter) | 5 |
| 1-2 years | 10 |
| 2-3 years | 30 |
| 3-4 years | 50 |
| 4-5 years | 80 |
| Over 5 years | 100 |
6. Offsetting financial assets and financial liabilities
Financial assets and financial liabilities are presented separately in the balance sheet and are not offset. However,the Company offsets a financial asset and a financial liability and presents the net amount in the balance sheet when,and only when, the Company: (1) currently has a legally enforceable right to set off the recognized amounts; and
(2) intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.For a transfer of a financial asset that does not qualify for derecognition, the Company does not offset the transferredasset and the associated liability.
11. Notes receivable
Determination method and accounting treatment of expected credit loss of notes receivable
□ Applicable √ Not Applicable
12. Accounts receivable
Determination method and accounting treatment of expected credit loss of accounts receivable
√ Applicable □ Not Applicable
Please refer to item V 10 of this section for details.
13. Receivables financing
□ Applicable √ Not Applicable
14. Other receivables
Determination method and accounting treatment of expected credit loss of other receivables
√ Applicable □ Not Applicable
Please refer to item V 10 of this section for details.
15. Inventories
√ Applicable □ Not Applicable
1. Classification of inventories
Inventories include finished goods or goods held for sale in the ordinary course of business, work in process in theprocess of production, materials, supplies etc. to be consumed in the production process or in the rendering ofservices.
2. Accounting method for dispatching inventories:
Inventories dispatched from storage are accounted for with weighted average method at the end of each month.
3. Basis for determining net realizable value and accrual method of provisions for inventory write-downAt the balance sheet date, inventories (excluding packages lent out that expect to be irrecoverable. Please refer toitem V 15.6 of this section for details on the accrual method of provisions for inventory write-down on thesepackages) are measured at the lower of cost and net realizable value; provisions for inventory write-down are madeon the excess of its cost over the net realizable value. The net realizable value of inventories held for sale isdetermined based on the amount of the estimated selling price less the estimated selling expenses and relevant taxesand surcharges in the ordinary course of business; the net realizable value of inventories to be processed isdetermined based on the amount of the estimated selling price less the estimated costs of completion, sellingexpenses and relevant taxes and surcharges in the ordinary course of business; at the balance sheet date, when onlypart of the same item of inventories have agreed price, their net realizable value are determined separately and arecompared with their costs to set the provision for inventory write-down to be made or reversed.
4. Inventory system
Perpetual inventory method is adopted.
5. Amortization method of packages
The recyclable beer bottles are included in the cost when losses incurred, and the turnover boxes and pallets areamortized over the expected useful life after deducting expected net residual value.
6. Accounting method of packages lent out
The Company recognizes deposits for packages lent out as other payables.At the balance sheet date, based on the number of packages lent out in the current period, the number of irrecoverablepackages is calculated at the current loss rate, which is estimated based on the market conditions and the historicalrecycling records. Provision for inventory write-down shall be made at the cost of irrecoverable packages, andallowances for other payables shall be accrued at the after-tax amount of non-refundable deposits, with thedifference recognized as assets impairment loss through profit and loss.The packages lent out will be accounted for as a sale when there is objective evidence indicating that the packagesare irrecoverable, and the carrying amount (cost less provisions for write-down) and corresponding deposits payable(cost less allowances) will be carried forward.
16. Contract assets
(1) Recognition method and criteria for contract assets
□ Applicable √ Not Applicable
(2) Determination method and accounting treatment of expected credit loss of contract assets
□ Applicable √ Not Applicable
17. Assets held for sale
□ Applicable √ Not Applicable
18. Debt investments
(1) Determination method and accounting treatment of expected credit loss of debt investments
□ Applicable √ Not Applicable
19. Other debt investments
(1) Determination method and accounting treatment of expected credit loss of other debt investments
□ Applicable √ Not Applicable
20. Long-term receivables
(1) Determination method and accounting treatment of expected credit loss of long-term receivables
□ Applicable √ Not Applicable
21. Long-term equity investments
√ Applicable □ Not Applicable
1. Judgment of joint control and significant influence
Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisionsabout the relevant activities require the unanimous consent of the parties sharing control. Significant influence isthe power to participate in the financial and operating policy decisions of the investee but is not control or jointcontrol of these policies.
2. Determination of investment cost
(1) For business combination under common control, if the consideration of the combining party is that it makespayment in cash, transfers non-cash assets, assumes its liabilities or issues equity securities, on the date ofcombination, it regards the share of the carrying amount of the equity of the combined party included in theconsolidated financial statements of the ultimate controlling party as the initial cost of the investment. The differencebetween the initial cost of the long-term equity investments and the carrying amount of the combinationconsideration paid or the par value of shares issued offsets capital reserve; if the balance of capital reserve isinsufficient to offset, any excess is adjusted to retained earnings.When long-term equity investments are obtained through business combination under common control achieved instages, the Company determines whether it is a “bundled transaction”. If it is a “bundled transaction”, stages as awhole are considered as one transaction in accounting treatment. If it is not a “bundled transaction”, on the date ofcombination, investment cost is initially recognized at the share of the carrying amount of net assets of the combinedparty included the consolidated financial statements of the ultimate controlling party. The difference between theinitial investment cost of long-term equity investments at the acquisition date and the carrying amount of thepreviously held long-term equity investments plus the carrying amount of the consideration paid for the newlyacquired equity is adjusted to capital reserve; if the balance of capital reserve is insufficient to offset, any excess isadjusted to retained earnings.
(2) For business combination not under common control, investment cost is initially recognized at the acquisition-date fair value of considerations paid.When long-term equity investments are obtained through business combination not under common control achievedin stages, the Company determined whether they are stand-alone financial statements or consolidated financialstatements in accounting treatment:
1) In the case of stand-alone financial statements, investment cost is initially recognized at the carrying amount ofthe previously held long-term equity investments plus the carrying amount of the consideration paid for the newlyacquired equity.
2) In the case of consolidated financial statements, the Company determines whether it is a “bundled transaction”.If it is a “bundled transaction”, stages as a whole are considered as one transaction in accounting treatment. If it isnot a “bundled transaction”, the carrying amount of the acquirer’s previously held equity interest in the acquiree isremeasured at the acquisition-date fair value, and the difference between the fair value and the carrying amount isrecognized in investment income; when the acquirer’s previously held equity interest in the acquiree involves othercomprehensive income under equity method, the related other comprehensive income is reclassified as income forthe acquisition period, excluding other comprehensive income arising from changes in net liabilities or assets fromremeasurement of defined benefit plan of the acquiree.
(3) Long-term equity investments obtained through ways other than business combination: the initial cost of a long-term equity investment obtained by making payment in cash is the purchase cost which is actually paid; that obtainedon the basis of issuing equity securities is the fair value of the equity securities issued; that obtained through debtrestructuring is determined according to “CASBE 12 – Debt Restructuring”; and that obtained through non-cashassets exchange is determined according to “CASBE 7 – Non-cash Assets Exchange”.
3. Subsequent measurement and recognition method of profit or loss
For a long-term equity investment with control relationship, it is accounted for with cost method; for a long-termequity investment with joint control or significant influence relationship, it is accounted for with equity method.
4. Disposal of a subsidiary in stages resulting in the Company’s loss of control
(1) Stand-alone financial statements
The difference between the carrying amount of the disposed equity and the consideration obtained thereof isrecognized in profit or loss. If the disposal does not result in the Company’s loss of significant influence or jointcontrol, the remained equity is accounted for with equity method; however, if the disposal results in the Company’sloss of control, joint control, or significant influence, the remained equity is accounted for according to “CASBE22 – Financial Instruments: Recognition and Measurement”.
(2) Consolidated financial statements
1) Disposal of a subsidiary in stages not qualified as “bundled transaction” resulting in the Company’s loss of controlBefore the Company’s loss of control, the difference between the disposal consideration and the proportionate shareof net assets in the disposed subsidiary from acquisition date or combination date to the disposal date is adjusted tocapital reserve (capital premium), if the balance of capital reserve is insufficient to offset, any excess is adjusted toretained earnings.
When the Company loses control, the remained equity is remeasured at the loss-of-control-date fair value. Theaggregated value of disposal consideration and the fair value of the remained equity, less the share of net assets inthe disposed subsidiary held before the disposal from the acquisition date or combination date to the disposal dateis recognized in investment income in the period when the Company loses control over such subsidiary, andmeanwhile goodwill is offset correspondingly. Other comprehensive income related to equity investments in formersubsidiary is reclassified as investment income upon the Company’s loss of control.
2) Disposal of a subsidiary in stages qualified as “bundled transaction” resulting in the Company’s loss of controlIn case of “bundled transaction”, stages as a whole are considered as one transaction resulting in loss of control inaccounting treatment. However, before the Company loses control, the difference between the disposalconsideration at each stage and the proportionate share of net assets in the disposed subsidiary is recognized as othercomprehensive income at the consolidated financial statements and reclassified as profit or loss in the period whenthe Company loses control over such subsidiary.
22. Investment property
Not Applicable
23. Fixed assets
(1) Recognition principles
√ Applicable □ Not Applicable
Fixed assets are tangible assets held for use in the production of goods or rendering of services, for rental to others,or for administrative purposes, and expected to be used during more than one accounting year. Fixed assets arerecognized if, and only if, it is probable that future economic benefits associated with the assets will flow to theCompany and the cost of the assets can be measured reliably.
(2) Depreciation method
√ Applicable □ Not Applicable
| Categories | Depreciation method | Useful life (years) | Residual value proportion | Annual depreciation rate |
| Buildings and structures | Straight-line method | 20-40 | 0%-10% | 2.25%-5.00% |
| Machinery | Straight-line method | 5-15 | 0%-10% | 6.00%-20.00% |
| Transport facilities | Straight-line method | 5-10 | 0%-10% | 9.00%-20.00% |
| Other equipment | Straight-line method | 3-12 | 0%-10% | 7.50%-33.33% |
(3) Basis for identification, valuation and depreciation method of fixed assets leased in under finance leases
□ Applicable √ Not Applicable
24. Construction in progress
√ Applicable □ Not Applicable
1. Construction in progress is recognized if, and only if, it is probable that future economic benefits associated with
the item will flow to the Company, and the cost of the item can be measured reliably. Construction in progress ismeasured at the actual cost incurred to reach its designed usable conditions.
2. Construction in progress is transferred into fixed assets at its actual cost when it reaches the designed usableconditions. When the auditing of the construction in progress was not finished while reaching the designed usableconditions, it is transferred to fixed assets using estimated value first, and then adjusted accordingly when the actualcost is settled, but the accumulated depreciation is not to be adjusted retrospectively.
25. Borrowing costs
√ Applicable □ Not Applicable
1. Recognition principle of borrowing costs capitalization
Where the borrowing costs incurred to the Company can be directly attributable to the acquisition and constructionor production of assets eligible for capitalization, it is capitalized and included in the costs of relevant assets; otherborrowing costs are recognized as expenses on the basis of the actual amount incurred, and are included in profit orloss.
2. Borrowing costs capitalization period
(1) The borrowing costs are not capitalized unless the following requirements are all met: 1) the asset disbursementshave already incurred; 2) the borrowing costs have already incurred; and 3) the acquisition and construction orproduction activities which are necessary to prepare the asset for its intended use or sale have already started.
(2) Suspension of capitalization: where the acquisition and construction or production of a qualified asset isinterrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowingcosts is suspended; the borrowing costs incurred during such period are recognized as expenses, and are includedin profit or loss, till the acquisition and construction or production of the asset restarts.
(3) Ceasing of capitalization: when the qualified asset under acquisition and construction or production is ready forthe intended use or sale, the capitalization of the borrowing costs is ceased.
3. Capitalization rate and capitalized amount of borrowing costs
For borrowings exclusively for the acquisition and construction or production of assets eligible for capitalization,the to-be-capitalized amount of interests is determined in light of the actual interest expenses incurred (includingamortization of premium or discount based on effective interest method) of the special borrowings in the currentperiod less the interest income on the unused borrowings as a deposit in the bank or as a temporary investment;where a general borrowing is used for the acquisition and construction or production of assets eligible forcapitalization, the Company calculates and determines the to-be-capitalized amount of interests on the generalborrowing by multiplying the weighted average asset disbursement of the part of the accumulative assetdisbursements less the general borrowing by the capitalization rate of the general borrowing used.
26. Biological assets
□ Applicable √ Not Applicable
27. Oil & gas assets
□ Applicable √ Not Applicable
28. Right-of-use assets
√ Applicable □ Not Applicable
Please refer to item V 42 of this section for details.
29. Intangible assets
(1) Pricing method, useful life, impairment test
√ Applicable □ Not Applicable
1. Intangible assets include land use right, trademark, software, etc. The initial measurement of intangible assets isbased on its cost.
2. For intangible assets with finite useful lives, their amortization amounts are amortized within their useful livessystematically and reasonably, if it is unable to determine the expected realization pattern reliably, intangible assetsare amortized by the straight-line method with details as follows:
| Items | Amortization period (years) |
| Land use right | 30.00-50.00 |
| Trademark | 10.00, 30.00, 28.33 |
| software | 3.00-10.00 |
Intangible assets with indefinite useful lives are not amortized, but their useful life is reviewed annually. Judgmentbasis for indefinite useful life is as follows:
| Items | Judgment basis |
| Trademark | Since the life cycle of the product corresponding to the trademark cannot be determined and the validity period of trademark is more likely to be extended, its useful life is indefinite. |
(2) Accounting policies for expenditures on the research phase of an internal project
√ Applicable □ Not Applicable
Expenditures on the research phase of an internal project are recognized as profit or loss when they are incurred. Anintangible asset arising from the development phase of an internal project is recognized if the Company candemonstrate all of the followings: (1) the technical feasibility of completing the intangible asset so that it will beavailable for use or sale; (2) its intention to complete the intangible asset and use or sell it; (3) how the intangibleasset will generate probable future economic benefits, among other things, the Company can demonstrate theexistence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally,the usefulness of the intangible asset; (4) the availability of adequate technical, financial and other resources tocomplete the development and to use or sell the intangible asset; and (5) its ability to measure reliably theexpenditure attributable to the intangible asset during its development.
30. Impairment of long-term assets
√ Applicable □ Not Applicable
For long-term assets such as long-term equity investments, fixed assets, construction in progress, right-of-use assets,intangible assets with finite useful lives, etc., if at the balance sheet date there is indication of impairment, therecoverable amount is to be estimated. For goodwill recognized in business combination and intangible assets withindefinite useful lives, no matter whether there is indication of impairment, impairment test is performed annually.Impairment test on goodwill is performed on related asset group or asset group portfolio.When the recoverable amount of such long-term assets is lower than their carrying amount, the difference isrecognized as provision for assets impairment through profit or loss.
31. Long-term prepayments
□ Applicable √ Not Applicable
32. Contract liabilities
(1) Recognition method
√ Applicable □ Not Applicable
The Company presents contract assets or contract liabilities in the balance sheet based on the relationship betweenits performance obligations and customers’ payments. Contract assets and contract liabilities under the same contractshall offset each other and be presented on a net basis.The Company presents an unconditional right to consideration (i.e., only the passage of time is required before theconsideration is due) as a receivable, and presents a right to consideration in exchange for goods that it hastransferred to a customer (which is conditional on something other than the passage of time) as a contract asset.The Company presents an obligation to transfer goods to a customer for which the Company has receivedconsideration (or the amount is due) from the customer as a contract liability.
33. Employee benefits
Employee benefits include short-term employee benefits, post-employment benefits, termination benefits and otherlong-term employee benefits.
(1) Accounting treatment of short-term employee benefits
√ Applicable □ Not Applicable
The Company recognizes, in the accounting period in which an employee provides service, short-term employeebenefits actually incurred as liabilities, with a corresponding charge to profit or loss or the cost of a relevant asset.
(2) Accounting treatment of post-employment benefits
√ Applicable □ Not Applicable
The Company classifies post-employment benefit plans as either defined contribution plans or defined benefit plans.
(1) The Company recognizes in the accounting period in which an employee provides service the contributionpayable to a defined contribution plan as a liability, with a corresponding charge to profit or loss or the cost of a
relevant asset.
(2) Accounting treatment by the Company for defined benefit plan usually involves the following steps:
1) In accordance with the projected unit credit method, using unbiased and mutually compatible actuarialassumptions to estimate related demographic variables and financial variables, measure the obligations under thedefined benefit plan, and determine the periods to which the obligations are attributed. Meanwhile, the Companydiscounts obligations under the defined benefit plan to determine the present value of the defined benefit planobligations and the current service cost;
2) When a defined benefit plan has assets, the Company recognizes the deficit or surplus by deducting the fair valueof defined benefit plan assets from the present value of the defined benefit plan obligation as a net defined benefitplan liability or net defined benefit plan asset. When a defined benefit plan has a surplus, the Company measuresthe net defined benefit plan asset at the lower of the surplus in the defined benefit plan and the asset ceiling;
3) At the end of the period, the Company recognizes the following components of employee benefits cost arisingfrom defined benefit plan: a. service cost; b. net interest on the net defined benefit plan liability (asset); and c.changes as a result of remeasurement of the net defined benefit liability (asset). Item a and item b are recognized inprofit or loss or the cost of a relevant asset. Item c is recognized in other comprehensive income and is not to bereclassified subsequently to profit or loss. However, the Company may transfer those amounts recognized in othercomprehensive income within equity.
(3) Accounting treatment of termination benefits
√ Applicable □ Not Applicable
Termination benefits provided to employees are recognized as an employee benefit liability for termination benefits,with a corresponding charge to profit or loss at the earlier of the following dates: (1) when the Company cannotunilaterally withdraw the offer of termination benefits because of an employment termination plan or a curtailmentproposal; or (2) when the Company recognizes cost or expenses related to a restructuring that involves the paymentof termination benefits.
(4) Accounting treatment of other long-term employee benefits
√ Applicable □ Not Applicable
When other long-term employee benefits provided to the employees satisfied the conditions for classifying as adefined contribution plan, those benefits are accounted for in accordance with the requirements relating to definedcontribution plan, while other benefits are accounted for in accordance with the requirements relating to definedbenefit plan. The Company recognizes the cost of employee benefits arising from other long-term employee benefitsas the followings: (1) service cost; (2) net interest on the net liability or net assets of other long-term employeebenefits; and (3) changes as a result of remeasurement of the net liability or net assets of other long-term employeebenefits. As a practical expedient, the net total of the aforesaid amounts is recognized in profit or loss or includedin the cost of a relevant asset.
34. Lease liabilities
√ Applicable □ Not Applicable
Please refer to item V 42 of this section for details.
35. Provisions
√ Applicable □ Not Applicable
1. Provisions are recognized when fulfilling the present obligations arising from contingencies such as providingguarantee for other parties, litigation, products quality guarantee, onerous contract, etc., may cause the outflow ofthe economic benefit and such obligations can be reliably measured.
2. The initial measurement of provisions is based on the best estimated expenditures required in fulfilling the presentobligations, and its carrying amount is reviewed at the balance sheet date.
36. Share-based payment
√ Applicable □ Not Applicable
1. Types of share-based payment
Share-based payment consists of equity-settled share-based payment and cash-settled share-based payment.
2. Accounting treatment for settlements, modifications and cancellations of share-based payment plans
(1) Equity-settled share-based payment
For equity-settled share-based payment transaction with employees, if the equity instruments granted vestimmediately, the fair value of those equity instruments is measured at grant date and recognized as transaction costor expense, with a corresponding adjustment in capital reserve; if the equity instruments granted do not vest untilthe counterparty completes a specified period of service or fulfils certain performance conditions, at the balancesheet date within the vesting period, the fair value of those equity instruments measured at grant date based on thebest estimate of the number of equity instruments expected to vest is recognized as transaction cost or expense, witha corresponding adjustment in capital reserve.For equity-settled share-based payment transaction with parties other than employees, if the fair value of the servicesreceived can be measured reliably, the fair value is measured at the date the Company receives the service; if thefair value of the services received cannot be measured reliably, but that of equity instruments can be measuredreliably, the fair value of the equity instruments granted measured at the date the Company receives the service isreferred to, and recognized as transaction cost or expense, with a corresponding increase in equity.
(2) Cash-settled share-based payment
For cash-settled share-based payment transactions with employees, if share appreciation rights vest immediately,the fair value of the liability incurred as the acquisition of services is measured at grant date and recognized astransaction cost or expense, with a corresponding increase in liabilities; if share appreciation rights do not vest untilthe employees have completed a specified period of service or fulfils certain performance conditions, the liabilityis measured, at each balance sheet date until settled, at the fair value of the share appreciation rights measured atgrant date based on the best estimate of the number of share appreciation right expected to vest.
(3) Modifications and cancellations of share-based payment plan
If the modification increases the fair value of the equity instruments granted, the Company includes the incrementalfair value granted in the measurement of the amount recognized for services received as consideration for the equityinstruments granted; similarly, if the modification increases the number of equity instruments granted, the Company
includes the fair value of the additional equity instruments granted, in the measurement of the amount recognizedfor services received as consideration for the equity instruments granted; if the Company modifies the vestingconditions in a manner that is beneficial to the employee, the Company takes the modified vesting conditions intoaccount.If the modification reduces the fair value of the equity instruments granted, the Company does not take into accountthat decrease in fair value and continue to measure the amount recognized for services received as consideration forthe equity instruments based on the grant date fair value of the equity instruments granted; if the modificationreduces the number of equity instruments granted to an employee, that reduction is accounted for as a cancellationof that portion of the grant; if the Company modifies the vesting conditions in a manner that is not beneficial to theemployee, the Company does not take the modified vesting conditions into account.If the Company cancels or settles a grant of equity instruments during the vesting period (other than that cancelledwhen the vesting conditions are not satisfied), the Company accounts for the cancellation or settlement as anacceleration of vesting, and therefore recognizes immediately the amount that otherwise would have beenrecognized for services received over the remainder of the vesting period.
37. Other financial instruments such as preferred shares and perpetual bonds
□ Applicable √ Not Applicable
38. Revenue
(1) Accounting polices for revenue recognition and measurement
√ Applicable □ Not Applicable
1. Revenue recognition principles
At contract inception, the Company shall assess the contracts and shall identify each performance obligation in thecontracts, and determine whether the performance obligation should be satisfied over time or at a point in time.The Company satisfies a performance obligation over time if one of the following criteria is met, otherwise, theperformance obligation is satisfied at a point in time: (1) the customer simultaneously receives and consumes theeconomic benefits provided by the Company’s performance as the Company performs; (2) the customer can controlgoods as they are created by the Company’s performance; (3) goods created during the Company’s performancehave irreplaceable uses and the Company has an enforceable right to the payments for performance completed todate during the whole contract period.For each performance obligation satisfied over time, the Company shall recognize revenue over time by measuringthe progress towards complete satisfaction of that performance obligation. In the circumstance that the progresscannot be measured reasonably, but the costs incurred in satisfying the performance obligation are expected to berecovered, the Company shall recognize revenue only to the extent of the costs incurred until it can reasonablymeasure the progress. For each performance obligation satisfied at a point in time, the Company shall recognizerevenue at the time point that the customer obtains control of relevant goods or services. To determine whether thecustomer has obtained control of goods, the Company shall consider the following indications: (1) the Companyhas a present right to payments for the goods, i.e., the customer is presently obliged to pay for the goods; (2) the
Company has transferred the legal title of the goods to the customer, i.e., the customer has legal title to the goods;
(3) the Company has transferred physical possession of the goods to the customer, i.e., the customer has physicallypossessed the goods; (4) the Company has transferred significant risks and rewards of ownership of the goods tothe customer, i.e., the customer has obtained significant risks and rewards of ownership of the goods; (5) thecustomer has accepted the goods; (6) other evidence indicating the customer has obtained control over the goods.
2. Revenue measurement principle
(1) Revenue is measured at the amount of the transaction price that is allocated to each performance obligation. Thetransaction price is the amount of consideration to which the Company expects to be entitled in exchange fortransferring goods or services to a customer, excluding amounts collected on behalf of third parties and thoseexpected to be refunded to the customer.
(2) If the consideration promised in a contract includes a variable amount, the Company shall confirm the bestestimate of variable consideration at expected value or the most likely amount. However, the transaction price thatincludes the amount of variable consideration only to the extent that it is high probable that a significant reversal inthe amount of cumulative revenue recognized will not occur when the uncertainty associated with the variableconsideration is subsequently resolved.
(3) In the circumstance that the contract contains a significant financing component, the Company shall determinethe transaction price based on the price that a customer would have paid for if the customer had paid cash forobtaining control over those goods or services. The difference between the transaction price and the amount ofpromised consideration is amortized under effective interest method over contractual period. The effects of asignificant financing component shall not be considered if the Company expects, at the contract inception, that theperiod between when the customer obtains control over goods or services and when the customer pays considerationwill be one year or less.
(4) For contracts containing two or more performance obligations, the Company shall determine the stand-aloneselling price at contract inception of the distinct good underlying each performance obligation and allocate thetransaction price to each performance obligation on a relative stand-alone selling price basis.
3. Revenue recognition method
The Company is mainly engaged in production and distribution of beer products. Revenue is recognized at theamount net of rebate after the distributor obtains the control over the products, i.e., the Company delivers the beerproducts to the distributor or its designated carrier based on contractual agreements.
(2) Differences in accounting policies for revenue recognition due to the adoption of different businessmodels for similar businesses
□ Applicable √ Not Applicable
39. Contract costs
√ Applicable □ Not Applicable
Assets related to contract costs include costs of obtaining a contract and costs to fulfil a contract.The Company recognizes as an asset the incremental costs of obtaining a contract if those costs are expected to berecovered. The costs of obtaining a contract shall be included into profit or loss when incurred if the amortizationperiod of the asset is one year or less.If the costs incurred in fulfilling a contract are not within the scope of standards related to inventories, fixed assetsor intangible assets, etc., the Company shall recognize the costs to fulfil a contract as an asset if all the followingcriteria are satisfied:
1. The costs relate directly to a contract or to an anticipated contract, including direct labor, direct materials,manufacturing overhead cost (or similar cost), cost that are explicitly chargeable to the customer under the contract,and other costs that are only related to the contract;
2. The costs enhance resources of the Company that will be used in satisfying performance obligations in the future;and
3. The costs are expected to be recovered.
An asset related to contract costs shall be amortized on a systematic basis that is consistent with related goods orservices, with amortization included into profit or loss.The Company shall make provision for impairment and recognize an impairment loss to the extent that the carryingamount of an asset related to contract costs exceeds the remaining amount of consideration that the Company expectsto receive in exchange for the goods or services to which the asset relates less the costs expected to be incurred. TheCompany shall recognize a reversal of an impairment loss previously recognized in profit or loss when theimpairment conditions no longer exist or have improved. The carrying amount of the asset after the reversal shallnot exceed the amount that would have been determined on the reversal date if no provision for impairment hadbeen made previously.
40. Government grants
√ Applicable □ Not Applicable
1. Government grants shall be recognized if, and only if, the following conditions are all met: (1) the Company willcomply with the conditions attaching to the grants; (2) the grants will be received. Monetary government grants aremeasured at the amount received or receivable. Non-monetary government grants are measured at fair value, andcan be measured at nominal amount in the circumstance that fair value cannot be assessed.
2. Government grants related to assets
Government grants related to assets are government grants with which the Company purchases, constructs orotherwise acquires long-term assets under requirements of government. In the circumstances that there is no specificgovernment requirement, the Company shall determine based on the primary condition to acquire the grants, andgovernment grants related to assets are government grants whose primary condition is to construct or otherwiseacquire long-term assets. They offset carrying amount of relevant assets, or they are recognized as deferred income.If recognized as deferred income, they are included in profit or loss on a systematic basis over the useful lives ofthe relevant assets. Those measured at notional amount are directly included into profit or loss. For assets sold,transferred, disposed or damaged within the useful lives, balance of unamortized deferred income is transferred intoprofit or loss of the period in which the disposal occurred.
3. Government grants related to income
Government grants related to income are government grants other than those related to assets. For governmentgrants that contain both parts related to assets and parts related to income, in which those two parts are blurred, theyare thus collectively classified as government grants related to income. For government grants related to incomeused for compensating the related future cost, expenses or losses, they are recognized as deferred income andincluded in profit or loss or used to offset relevant cost during the period in which the relevant cost, expenses orlosses are recognized; for government grants related to income used for compensating the related cost, expenses orlosses incurred to the Company, they are directly included in profit or loss or used to offset relevant cost.
4. Government grants related to the ordinary course of business shall be included into other income or used to offsetrelevant cost based on business nature, while those not related to the ordinary course of business shall be includedinto non-operating income or expenses.
5. Policy interest subvention
(1) In the circumstance that government appropriates interest subvention to lending bank, who provides loans forthe Company with a policy subsidised interest rate, borrowings are carried at the amount received, with relevantborrowings cost computed based on the principal and the policy subsidised interest rate.
(2) In the circumstance that government directly appropriates interest subvention to the Company, the subsidisedinterest shall offset relevant borrowing cost.
41. Deferred tax assets/Deferred tax liabilities
√ Applicable □ Not Applicable
1. Deferred tax assets or deferred tax liabilities are calculated and recognized based on the difference between thecarrying amount and tax base of assets and liabilities (and the difference of the carrying amount and tax base ofitems not recognized as assets and liabilities but with their tax base being able to be determined according to taxlaws) and in accordance with the tax rate applicable to the period during which the assets are expected to berecovered or the liabilities are expected to be settled.
2. A deferred tax asset is recognized to the extent of the amount of the taxable income, which is most likely to obtainand which can be deducted from the deductible temporary difference. At the balance sheet date, if there is any exactevidence that it is probable that future taxable income will be available against which deductible temporarydifferences can be utilized, the deferred tax assets unrecognized in prior periods are recognized.
3. At the balance sheet date, the carrying amount of deferred tax assets is reviewed. The carrying amount of adeferred tax asset is reduced to the extent that it is no longer probable that sufficient taxable income will be availableto allow the benefit of the deferred tax asset to be utilized. Such reduction is subsequently reversed to the extentthat it becomes probable that sufficient taxable income will be available.
4. The income tax and deferred tax for the period are treated as income tax expenses or income through profit orloss, excluding those arising from the following circumstances: (1) business combination; and (2) the transactionsor items directly recognized in equity.
42. Leases
(1) Accounting treatment of operating lease
√ Applicable □ Not Applicable
1. The Company as lessee
At the commencement date, the Company recognizes a lease that has a lease term of 12 months or less as a short-term lease, which shall not contain a purchase option; the Company recognizes a lease as a lease of a low-valueasset if the underlying asset is of low value when it is new. If the Company subleases an asset, or expects to subleasean asset, the head lease does not qualify as a lease of a low-value asset.For all short-term leases and leases of low-value assets, lease payments are recognized as cost or profit or loss withstraight-line method over the lease term.Apart from the above-mentioned short-term leases and leases of low-value assets with simplified approach, theCompany recognizes right-of-use assets and lease liabilities at the commencement date.
(1) Right-of-use assets
The right-of-use asset is measured at cost and the cost shall comprise: 1) the amount of the initial measurement ofthe lease liabilities; 2) any lease payments made at or before the commencement date, less any lease incentivesreceived; 3) any initial direct costs incurred by the lessee; and 4) an estimate of costs to be incurred by the lessee indismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlyingasset to the condition required by the terms and conditions of the lease.The Company depreciates the right-of-use asset using the straight-line method. If it is reasonable to be certain thatthe ownership of the underlying asset can be acquired by the end of the lease term, the Company depreciates theright-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, theCompany depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful lifeof the right-of-use asset or the end of the lease term.
(2) Lease liabilities
At the commencement date, the Company measures the lease liability at the present value of the lease paymentsthat are not paid at that date, discounted using the interest rate implicit in the lease. If that rate cannot be readilydetermined, the Company’s incremental borrowing rate shall be used. Unrecognized financing expenses, calculatedat the difference between the lease payment and its present value, are recognized as interest expenses over the leaseterm using the discount rate which has been used to determine the present value of lease payment and included inprofit or loss. Variable lease payments not included in the measurement of lease liabilities are included in profit orloss in the periods in which they are incurred.After the commencement date, if there is a change in the following items: (a) actual fixed payments; (b) amountsexpected to be payable under residual value guarantees; (c) an index or a rate used to determine lease payments; (d)assessment result or exercise of purchase option, extension option or termination option, the Company remeasuresthe lease liability based on the present value of lease payments after changes, and adjusts the carrying amount ofthe right-of-use asset accordingly. If the carrying amount of the right-of-use asset is reduced to zero but there shallbe a further reduction in the lease liability, the remaining amount shall be recognized into profit or loss.
2. The Company as lessor
At the commencement date, the Company classifies a lease as a finance lease if it transfers substantially all the risksand rewards incidental to ownership of an underlying asset. Otherwise, it is classified as an operating lease.
(1) Operating lease
Lease receipts are recognized as lease income with straight-line method over the lease term. Initial direct costsincurred shall be capitalized, amortized on the same basis as the recognition of lease income, and included intoprofit or loss by installments. Variable lease payments related to operating lease which are not included in the leasepayment are charged as profit or loss in the periods in which they are incurred.
(2) Finance lease
At the commencement date, the Company recognizes the finance lease payment receivable based on the netinvestment in the lease (sum of the present value of unguaranteed residual value and lease receipts that are notreceived at the commencement date, discounted by the interest rate implicit in the lease), and derecognizes assetsheld under the finance lease. The Company calculates and recognizes interest income using the interest rate implicitin the lease over the lease term.Variable lease payments not included in the measurement of the net investment in the lease are charged as profit orloss in the periods in which they are incurred.
(2) Accounting treatment of finance lease
□ Applicable √ Not Applicable
(3) Determination method and accounting treatment of leases under the revised lease standard
√ Applicable □ Not Applicable
Please refer to item V 42 (1) of this section for details.
43. Other significant accounting policies and estimates
√ Applicable □ Not Applicable
1. Segment reporting
Operating segments are determined based on the structure of the Company’s internal organization, managementrequirements and internal reporting system. An operating segment is a component of the Company:
(1) that engages in business activities from which it may earn revenues and incur expenses;
(2) whose financial performance is regularly reviewed by the Management to make decisions about resource to beallocated to the segment and to assess its performance; and
(3) for which accounting information regarding financial position, financial performance and cash flows is availablethrough analysis.
2. Recognition criteria and accounting treatment of discontinued operations
A component of the Company that has been disposed of, or is classified as held for sale and can be clearlydistinguished is recognized as a discontinued operation when it fulfills any of the following conditions:
(1) it represents a separate major line of business or a separate geographical area of operations;
(2) it is part of a related plan to dispose of a separate major line of business or a separate geographical area ofoperations; or
(3) it is a subsidiary acquired exclusively with a review to resale.
Please refer to item XVI 5 of this section for details.
3. Basis of the adoption of hedge accounting and its accounting treatment
(1) Hedge includes cash flow hedge.
(2) A hedging relationship qualifies for hedge accounting if all of the following conditions are met: 1) the hedgingrelationship consists only of eligible hedging instruments and eligible hedged instruments; 2) at the inception of thehedge there is formal designation of hedging instruments and hedged item, and documentation of the hedgingrelationship and the Company’s risk management objective and strategy for undertaking the hedge; 3) the hedgingrelationship meets the hedging effectiveness requirements.The Company recognizes that the hedging relationship meets effectiveness requirements if the all of the followingsare simultaneously satisfied: a. there is an economic relationship between the hedged item and the hedginginstruments; b. the effect of credit risk does not dominate the value changes that result from that economicrelationship between the hedged item and the hedging instruments; and c. the hedge ratio of the hedging relationshipis the same as the ratio of the quantity of the hedged item that the Company actually hedges and the number ofhedging instruments that the Company actually uses to hedge that quantity of hedged item, but does not reflect animbalance between the weightings of the hedged item and the hedging instrument.The Company shall assess whether a hedging relationship meets the hedge effectiveness requirements at inceptionand on an ongoing basis. If a hedging relationship ceases to meet the hedge effectiveness requirement relating tothe hedge ratio but the risk management objective for that designated hedging relationship remains the same, thehedging relationship shall be rebalanced.
(3) Hedge accounting
Cash flow hedges
1) The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge shall berecognized in other comprehensive income as cash flow hedge reserve, while the ineffective portion shall berecognized in profit or loss. The cash flow hedge reserve shall be recognized at the lower of the following (inabsolute amounts): (i) the cumulative gain or loss on the hedging instrument from inception of the hedge; and (ii)the cumulative change in present value of the expected future cash flows of the hedged item from inception of thehedge.
2) If a hedged forecast transaction subsequently results in the recognition of a non-financial asset or non-financialliability, or a hedged forecast transaction for a non-financial asset or non-financial liability becomes a firmcommitment for which fair value hedge accounting is applied, the Company shall transfer out the amount of cashflow hedge reserve previously recognized in other comprehensive income, and include it in the initial cost of theasset or the liability.
3) For other cash flow hedges, the amount of cash flow hedge reserve previously recognized in other comprehensive
income shall be transferred out into profit or loss in the same period the hedged forecast sale affects profit or loss.
44. Significant changes in accounting policies and estimates
(1) Significant changes in accounting policies
√ Applicable □ Not Applicable
Other remarks
1. The Company has adopted the regulations about accounting for sales of products or by-products produced byfixed assets before intended use or during the R&D process as stipulated the “Interpretation of China AccountingStandards for Business Enterprises No. 15” issued by the Ministry of Finance since January 1, 2022. Such changein accounting policies has no impact on the Company’s financial statements.
2. The Company has adopted the regulations about judgment on onerous contracts in the “Interpretation of ChinaAccounting Standards for Business Enterprises No. 15” issued by the Ministry of Finance since January 1, 2022.Such change in accounting policies has no impact on the Company’s financial statements.
3. The Company has adopted the regulations about accounting for income tax consequences of dividends on afinancial instrument classified by the issuer as an equity instrument in the “Interpretation of China AccountingStandards for Business Enterprises No. 16” issued by the Ministry of Finance since November 30, 2022. Suchchange in accounting policies has no impact on the Company’s financial statements.
4. The Company has adopted the regulations about accounting for modifications of share-based paymenttransactions from cash-settled to equity-settled in the “Interpretation of China Accounting Standards for BusinessEnterprises No. 16” issued by the Ministry of Finance since November 30, 2022. Such change in accounting policieshas no impact on the Company’s financial statements.
(2) Significant changes in accounting estimates
□ Applicable √ Not Applicable
(3) The adjustments on the financial statements of the beginning of the earliest period in which theCompany adopts the revised standards or interpretations since 2022
□ Applicable √ Not Applicable
45. Others
□ Applicable √ Not Applicable
VI. Taxes
1. Main taxes and tax rates
Details
√ Applicable □ Not Applicable
| Taxes | Tax bases | Tax rates |
| Value-added tax (VAT) | Under general calculation method, the output tax calculated based on the revenue from sales of goods or rendering of services in accordance with the tax law, net of the input tax that is allowed to be deducted | 13%, 9%, 6%, 5% (simplified levy rate) |
| in the current period; under simplified calculation method, VAT is calculated according to the sales volume and the simplified levy rate | ||
| Consumption tax | Consumption tax is calculated based on a percentage of taxable sale income, or a rate of volume of sale | 220 yuan per ton, 250 yuan per ton, or 10% |
| Property tax | For housing property levied on the basis of price, housing property tax is levied at the rate of 1.2% of the balance after deducting 20% or 30% of the cost; for housing property levied on the basis of rent, housing property tax is levied at the rate of 12% of lease income. | 1.2%, 12% |
| Land use tax | Land use tax is levied by multiplying the taxable land area actually occupied by the applicable tax amount | 2.5-16 yuan per square meter |
| Urban maintenance and construction tax | Turnover tax actually paid plus exempt-credit tax amount | 5%, 7% |
| Education surcharge | Turnover tax actually paid plus exempt-credit tax amount | 3% |
| Local education surcharge | Turnover tax actually paid plus exempt-credit tax amount | 2% |
| Enterprise income tax [Note] | Taxable income | 15%, 25% |
Different enterprise income tax rates applicable to different taxpayers
√ Applicable □ Not Applicable
| Taxpayers | Income tax rate |
| Carlsberg (China) Breweries and Trading Co., Ltd. headquarters and its Chengdu Branch, Xinjiang Branch and Wusu Branch | 15% |
| Ningxia Xixia Jianiang Brewery Co., Ltd. | 15% |
| Xinjiang Wusu Brewery Co., Ltd. | 15% |
| Xinjiang Wusu Beer Trading Co., Ltd. | 15% |
| Xinjiang Wusu Brewery (Korla) Co., Ltd. | 15% |
| Xinjiang Wusu Brewery (Yining) Co., Ltd. | 15% |
| Xinjiang Wusu Brewery (Aksu) Co., Ltd. | 15% |
| Xinjiang Wusu Brewery (Wusu) Co., Ltd. | 15% |
| Liangping Branch, Hechuan Branch, Fuling Branch and Shizhu Branch of Carlsberg Chongqing Brewery Co., Ltd. | 15% |
| Taxpayers other than the above-mentioned | 25% |
2. Tax preferential policies
√ Applicable □ Not Applicable
Note: Pursuant to the “Announcement on Continuing the Enterprise Income Tax Policy for the WesternDevelopment” (Announcement of the Ministry of Finance, the State Taxation Administration and the NationalDevelopment and Reform Commission [2020] No. 23), from January 1, 2021 to December 31, 2030, enterprisesincorporated in western region belonging to encouraged industries are subject to a reduced rate of 15% for enterpriseincome tax. The Company’s subsidiaries including Carlsberg (China) Breweries and Trading Co., Ltd. headquartersand its Chengdu Branch, Xinjiang Branch and Wusu Branch, Ningxia Xixia Jianiang Brewery Co., Ltd., Xinjiang
Wusu Brewery Co., Ltd., Xinjiang Wusu Beer Trading Co., Ltd., Xinjiang Wusu Brewery (Korla) Co., Ltd., XinjiangWusu Brewery (Yining) Co., Ltd., Xinjiang Wusu Brewery (Aksu) Co., Ltd., Xinjiang Wusu Brewery (Wusu) Co.,Ltd., and Liangping Branch, Hechuan Branch, Fuling Branch and Shizhu Branch of Carlsberg Chongqing BreweryCo., Ltd. are entitled to enjoy such preferential policy and subject to a reduced rate of 15%.
3. Others
□ Applicable √ Not Applicable
VII. Notes to items of consolidated financial statements
1. Cash and bank balances
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Cash on hand | ||
| Cash in bank | 3,396,809,241.14 | 2,354,382,608.97 |
| Accrued interest on seven-day notice deposits | 1,068,350.88 | 811,461.46 |
| Other cash and bank balances | ||
| Total | 3,397,877,592.02 | 2,355,194,070.43 |
| Including: Deposited overseas | ||
| Deposited in finance company |
Other remarks
(1) Centralized fund management
Pursuant to the agreement on centralized fund management and multi-party entrusted loans entered into betweenthe Company and BNP Paribas (China) Limited, parent and primary bank accounts were under the name of thesubsidiary Carlsberg Chongqing Brewery Co., Ltd., and the Company managed its funds and the funds of itsaffiliated entities in a centralized manner.
(2) Other remarks
Closing balance of interest accrued on seven-day notice deposits of 1,068,350.88 yuan was not considered as cashand cash equivalents and was excluded from cash and cash equivalents.
2. Held-for-trading financial assets
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Financial assets at fair value through profit or loss | 501,088,888.89 | |
| Including: | ||
| Others | 501,088,888.89 | |
| Financial assets designated as at fair value through profit or loss | ||
| Including: | ||
| Total | 501,088,888.89 | |
Other remarks
□ Applicable √ Not Applicable
3. Derivative financial assets
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Floating gains or losses on hedging instruments | 3,829,356.40 | |
| Total | 3,829,356.40 |
Other remarksPlease refer to item VII 83 of this section for details on floating gains or losses on hedging instruments.
4. Notes receivable
(1) Details on categories
□ Applicable √ Not Applicable
(2) Pledged notes at the balance sheet date
□ Applicable √ Not Applicable
(3) Endorsed or discounted but undue notes at the balance sheet date
□ Applicable √ Not Applicable
(4) Notes receivable transferred to accounts receivable due to non-performance of issuer
□ Applicable √ Not Applicable
(5) Details on categories of provision accrual methods
□ Applicable √ Not Applicable
Notes receivable with provision for bad debts made on an individual basis
□ Applicable √ Not Applicable
Notes receivable with provision for bad debts made on a collective basis
□ Applicable √ Not Applicable
For provision for bad debts made using three-stage model, please disclose relevant information referring to thedisclosures in item VII 8 of this section
□ Applicable √ Not Applicable
(6) Provision for bad debts
□ Applicable √ Not Applicable
(7) Notes receivable actually written off in the current period
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
5. Accounts receivable
(1) Aging analysis
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Ages | Closing book balance |
| Within 1 year | |
| Including: | |
| Within 1 year | 67,487,568.33 |
| Subtotal | 67,487,568.33 |
| 1-2 years | 1,607,789.12 |
| Ages | Closing book balance |
| 2-3 years | |
| Over 3 years | |
| 3-4 years | |
| 4-5 years | |
| Over 5 years | 643,612.77 |
| Total | 69,738,970.22 |
(2) Details on categories of provision accrual methods
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Categories | Closing balance | Opening balance | ||||||||
| Book balance | Provision for bad debts | Carrying amount | Book balance | Provision for bad debts | Carrying amount | |||||
| Amount | % to total | Amount | Provision proportion (%) | Amount | % to total | Amount | Provision proportion (%) | |||
| Receivables with provision made on an individual basis | 694,834.92 | 1.00 | 694,834.92 | 100.00 | 919,846.69 | 0.79 | 919,846.69 | 100.00 | ||
| Including: | ||||||||||
| Receivables with provision made on a collective basis | 69,044,135.30 | 99.00 | 3,532,596.22 | 5.12 | 65,511,539.08 | 115,462,616.79 | 99.21 | 6,217,943.06 | 5.39 | 109,244,673.73 |
| Including: | ||||||||||
| Total | 69,738,970.22 | 100.00 | 4,227,431.14 | 6.06 | 65,511,539.08 | 116,382,463.48 | 100.00 | 7,137,789.75 | 6.13 | 109,244,673.73 |
Accounts receivable with provision made on an individual basis
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | |||
| Book balance | Provision for bad debts | Provision proportion (%) | Reasons for provision made | |
| Ningbo New Daliangshan Co., Ltd. | 643,612.77 | 643,612.77 | 100.00 | There is significant uncertainty in recoverability. |
| Uni-President Supermarket (Shanghai) Convenience Co., Ltd. | 51,222.15 | 51,222.15 | 100.00 | There is significant uncertainty in recoverability. |
| Total | 694,834.92 | 694,834.92 | 100.00 | / |
Remarks on accounts receivable with provision made on an individual basis
□ Applicable √ Not Applicable
Accounts receivable with provision made on a collective basis
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | ||
| Accounts receivable | Provision for bad debts | Provision proportion (%) | |
| Portfolio grouped with ages | 69,044,135.30 | 3,532,596.22 | 5.12 |
| Total | 69,044,135.30 | 3,532,596.22 | 5.12 |
Determination basis for provision for bad debts made on a collective basis
□ Applicable √ Not Applicable
For provision for bad debts made using three-stage model, please disclose relevant information referring to thedisclosures in item VII 8 of this section.
□ Applicable √ Not Applicable
(3) Provision for bad debts
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Categories | Opening balance | Current period movements | Closing balance | |||
| Accrual | Recovery or reversal | Write-off | Other movements | |||
| Receivables with provision made on an individual basis | 919,846.69 | 51,222.15 | -189,172.05 | -87,061.87 | 694,834.92 | |
| Receivables with provision made on a collective basis | 6,217,943.06 | -2,957,209.16 | 271,862.32 | 3,532,596.22 | ||
| Total | 7,137,789.75 | -2,905,987.01 | 82,690.27 | -87,061.87 | 4,227,431.14 | |
Significant provision for bad debts recovered or reversed in the current period
□ Applicable √ Not Applicable
(4) Accounts receivable actually written off in the current period
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Amount written off |
| Accounts receivable actually written off | 87,061.87 |
Significant accounts receivable written off
□ Applicable √ Not Applicable
Remarks on accounts receivable written off
□ Applicable √ Not Applicable
(5) Details of the top 5 debtors with largest balances
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Debtors | Closing balance | Proportion to the total balance of accounts receivable (%) | Provision for bad debts |
| Carlsberg Brewery Hong Kong Limited | 19,081,927.98 | 27.36 | 954,096.40 |
| Fujian Yonghui Logistics Co., Ltd. | 11,156,654.96 | 16.00 | 557,832.75 |
| Wal-Mart (China) Investment Co., Ltd. | 7,327,908.12 | 10.51 | 366,395.41 |
| Shanghai Hualian Lawson Co., Ltd. | 3,176,599.40 | 4.55 | 158,829.97 |
| Chongqing Firm New Century Department Store Chain Operation Co., Ltd. | 3,135,908.76 | 4.50 | 156,795.44 |
| Total | 43,878,999.22 | 62.92 | 2,193,949.97 |
Other remarksNone.
(6) Accounts receivable derecognized due to financial assets transfer
□ Applicable √ Not Applicable
(7) Assets and liabilities arising from transferred but still involved accounts receivable
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
6. Receivables financing
□ Applicable √ Not Applicable
7. Advances paid
(1) Aging analysis
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Ages | Closing balance | Opening balance | ||
| Amount | % to total | Amount | % to total | |
| Within 1 year | 43,187,607.98 | 100.00 | 45,117,660.67 | 100.00 |
| 1-2 years | ||||
| 2-3 years | ||||
| Over 3 years | ||||
| Total | 43,187,607.98 | 100.00 | 45,117,660.67 | 100.00 |
Reasons for unsettlement on advances paid with age over one year and significant amountNone.
(2) Details of the top 5 debtors with largest balances
√ Applicable □ Not Applicable
| Debtors | Closing balance | Proportion to the total balance of advances paid (%) |
| PICC Property and Casualty Company Limited | 10,339,677.02 | 23.94 |
| Xinjiang Gas Group Co., Ltd. | 6,813,687.39 | 15.78 |
| Guangdong Nanyou Foreign Service Co., Ltd. | 3,474,907.45 | 8.05 |
| Yibin Xuzhou District Lianfa Natural Gas Co., Ltd. | 2,921,429.40 | 6.76 |
| Tianchang Natural Gas Co., Ltd. | 2,131,742.00 | 4.94 |
| Total | 25,681,443.26 | 59.47 |
Other remarksNone.Other remarks
□ Applicable √ Not Applicable
8. Other receivables
Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Interest receivable | ||
| Dividend receivable | ||
| Other receivables | 17,619,026.18 | 11,830,136.29 |
| Total | 17,619,026.18 | 11,830,136.29 |
Other remarks
□ Applicable √ Not Applicable
Interest receivable
(1) Details on categories
□ Applicable √ Not Applicable
(2) Significant overdue interest
□ Applicable √ Not Applicable
(3) Provision for bad debts
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
(4) Dividend receivable
□ Applicable √ Not Applicable
(5) Significant dividend receivable with age over one year
□ Applicable √ Not Applicable
(6) Provision for bad debts
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
Other receivables
(7) Aging analysis
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Ages | Closing book balance |
| Within 1 year | |
| Including: | |
| Within 1 year | 17,022,182.33 |
| Subtotal | 17,022,182.33 |
| 1-2 years | 667,625.60 |
| 2-3 years | 1,047,436.44 |
| Over 3 years | |
| 3-4 years | 411,793.61 |
| 4-5 years | 38,971.40 |
| Over 5 years | 4,285,161.44 |
| Total | 23,473,170.82 |
(8) Other receivables categorized by nature
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Nature of receivables | Closing book balance | Opening book balance |
| Advances paid on behalf of others | 2,505,830.80 | 4,409,060.81 |
| Deposits | 9,982,565.46 | 7,526,579.68 |
| Receivable from disposal of land use right | 4,300,000.00 | |
| Advances to staff | 119,085.67 | 871,263.70 |
| Others | 6,565,688.89 | 5,119,778.54 |
| Total | 23,473,170.82 | 17,926,682.73 |
(9) Provision for bad debts
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Provision for bad debts | Stage 1 | Stage 2 | Stage 3 | Total |
| 12?month expected credit losses | Lifetime expected credit losses (credit not impaired) | Lifetime expected credit losses (credit impaired) | ||
| Opening balance | 521,752.34 | 159,881.49 | 5,414,912.61 | 6,096,546.44 |
| Opening balance in the current period | ||||
| --Transferred to stage 2 | -33,381.28 | 33,381.28 | ||
| --Transferred to stage 3 | -104,743.64 | 104,743.64 | ||
| --Reversed to stage 2 | ||||
| --Reversed to stage 1 | ||||
| Provision made in the current period | 357,841.77 | -21,756.58 | 477,007.63 | 813,092.82 |
| Provision recovered in the current period | 179,000.00 | 179,000.00 | ||
| Provision reversed in the current period |
| Provision for bad debts | Stage 1 | Stage 2 | Stage 3 | Total |
| 12?month expected credit losses | Lifetime expected credit losses (credit not impaired) | Lifetime expected credit losses (credit impaired) | ||
| Provision written off in the current period | 876,494.62 | 876,494.62 | ||
| Other changes | ||||
| Closing balance | 846,212.83 | 66,762.55 | 4,941,169.26 | 5,854,144.64 |
Remarks on significant changes in book balance of other receivables with changes in provision for bad debts
□ Applicable √ Not Applicable
Determination basis for provision for bad debts made in the current period and whether credit risk has increasedsignificantly
□ Applicable √ Not Applicable
(10) Provision for bad debts
□ Applicable √ Not Applicable
(11) Other receivables actually written off in the current period
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Amount written off |
| Other receivables actually written off | 876,494.62 |
Significant other receivables written off in the current period
□ Applicable √ Not Applicable
Remarks on other receivables written off
□ Applicable √ Not Applicable
(12) Details of the top 5 debtors with largest balances
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Debtors | Nature of receivables | Closing balance | Ages | Proportion to the total balance of other receivables (%) | Provision for bad debts |
| Chongqing Hongye Asset Management Co., Ltd. | Receivable from disposal of land use right | 4,300,000.00 | Within 1 year | 18.32 | 215,000.00 |
| Kingold Group Co., Ltd. [Note] | Deposits | 2,432,858.34 | Within 1 year | 10.36 | 121,642.92 |
| Chongqing Kaiyuan Oil and Gas Co., Ltd. | Deposits | 1,866,700.00 | Over 5 years | 7.95 | 1,866,700.00 |
| Guangzhou Minghe Industrial Co., Ltd. | Deposits | 1,321,335.50 | Within 1 year, 1-2 years, 2-3 years, over 5 years | 5.63 | 230,205.31 |
| Shizhu Tujia | Advances | 1,142,263.17 | Within 1 | 4.87 | 59,323.31 |
| Debtors | Nature of receivables | Closing balance | Ages | Proportion to the total balance of other receivables (%) | Provision for bad debts |
| Autonomous County Economic and Information Commission | on behalf of others | year, 1-2 years | |||
| Total | / | 11,063,157.01 | / | 47.13 | 2,492,871.54 |
Note: It includes its wholly-owned subsidiary Guangzhou Kingold Property Co., Ltd.
(13) Other receivables related to government grants
□ Applicable √ Not Applicable
(14) Other receivables derecognized due to financial assets transfer
□ Applicable √ Not Applicable
(15) Assets and liabilities arising from transferred but still involved other receivables
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
9. Inventories
(1) Details on categories
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance | ||||
| Book balance | Provision for inventory write-down/cost to fulfill a contract | Carrying amount | Book balance | Provision for inventory write-down/cost to fulfill a contract | Carrying amount | |
| Raw materials | 411,432,771.44 | 21,407,056.92 | 390,025,714.52 | 323,914,555.68 | 20,033,044.46 | 303,881,511.22 |
| Packages | 1,495,101,158.54 | 517,763,281.67 | 977,337,876.87 | 1,451,121,567.65 | 510,740,040.60 | 940,381,527.05 |
| Work in process | 95,329,587.61 | 95,329,587.61 | 81,166,867.10 | 81,166,867.10 | ||
| Finished goods | 706,598,387.34 | 2,814,003.14 | 703,784,384.20 | 562,948,411.37 | 1,626,329.47 | 561,322,081.90 |
| Revolving materials | ||||||
| Consumptive biological assets | ||||||
| Costs to fulfill a contract | ||||||
| Total | 2,708,461,904.93 | 541,984,341.73 | 2,166,477,563.20 | 2,419,151,401.80 | 532,399,414.53 | 1,886,751,987.27 |
(2) Provision for inventory write-down/cost to fulfill a contract
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Opening balance | Increase | Decrease | Closing balance | ||
| Accrual | Others | Reversal or write-off | Others | |||
| Raw materials | 20,033,044.46 | 1,886,156.47 | 512,144.01 | 21,407,056.92 | ||
| Work in process | ||||||
| Goods on hand | 1,626,329.47 | 2,814,003.14 | 1,626,329.47 | 2,814,003.14 | ||
| Revolving materials | ||||||
| Consumptive biological assets | ||||||
| Cost to fulfill a contract | ||||||
| Items | Opening balance | Increase | Decrease | Closing balance | ||
| Accrual | Others | Reversal or write-off | Others | |||
| Idle packages | 89,677,873.48 | 867,413.12 | 12,532,520.99 | 78,012,765.61 | ||
| Packages lent out which expected to be irrecoverable [Note] | 421,062,167.12 | 168,539,240.83 | 149,850,891.89 | 439,750,516.06 | ||
| Total | 532,399,414.53 | 174,106,813.56 | 164,521,886.36 | 541,984,341.73 | ||
Note: For packages lent out which were expected to be irrecoverable, the Company made provision for inventorywrite-down of 168,539,240.83 yuan, and accrued allowances for other payables assessed based on affected after-tax amount of deposits free from return of 95,258,194.29 yuan, with the difference of 73,281,046.54 yuanrecognized as assets impairment loss; packages lent out are accounted for as a sale when there is objective evidenceindicating that the packages are irrecoverable, and the Company wrote off provision for inventory write-down of149,850,891.89 yuan, and wrote off allowances for other payables assessed based on affected after-tax amount ofdeposits free from return of 81,480,455.10 yuan, with the difference of 68,370,436.79 yuan recognized as operatingcost. Please refer to item VII 41 of this section for details on accrual and write-off of allowances.Determination basis of net realizable value and reasons for the reversal or write-off of provision for inventory write-down
| Items | Determination basis of net realizable value | Reasons for reversal of or write-off provision for inventory write-down |
| Raw materials | Estimated selling price of raw materials less relevant taxes and surcharges; estimated selling price of relevant finished goods less cost to be incurred upon completion, estimated selling expenses, and relevant taxes and surcharges | Such inventories were used or sold. |
| Idle packages | Estimated selling price of disposal waste less relevant taxes and surcharges | Such inventories were sold or scrapped. |
| Packages lent out which expected to be irrecoverable | For packages lent out which expected to be irrecoverable, the Company made provision for inventory write-down based on the carrying amount, and accrued allowances for other payables assessed based on affected after-tax amount of deposits free from return, with the difference recognized as assets impairment loss | There is objective evidence indicating that the packages lent out would not be returned. |
| Work in process | Estimated selling price less cost to be incurred upon completion, estimated selling expenses, and relevant taxes and surcharges | Such inventories were used or sold. |
| Finished goods | Estimated selling price less estimated selling expenses and relevant taxes and surcharges | Such inventories were sold. |
Other remarks
| Items | Inventory age | Closing book balance | Provision for write-down |
| Finished beer | Within 1 year | 706,598,387.34 | 2,814,003.14 |
| Semi-finished beer (including basic beer) | Within 1 year | 95,329,587.61 | |
| Subtotal | 801,927,974.95 | 2,814,003.14 |
(3) Remarks on the capitalized amount of borrowing costs
□ Applicable √ Not Applicable
(4) Remarks on the amortization of cost to fulfill a contract
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
10. Contract assets
(1) Details
□ Applicable √ Not Applicable
(2) Reasons for significant changes in carrying amount of contract assets
□ Applicable √ Not Applicable
(3) Details on provision for impairment of contract assets
□ Applicable √ Not Applicable
For provision for bad debts made using three-stage model, please disclose relevant information referring to thedisclosures in item VII 8 of this section
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
11. Assets held for sale
□ Applicable √ Not Applicable
12. Non-current assets due within one year
□ Applicable √ Not Applicable
Significant debt investments and other debt investments at the balance sheet date
□ Applicable √ Not Applicable
Other remarks
13. Other current assets
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Cost to obtain a contract | ||
| Cost of goods expected to be returned | ||
| Input VAT to be credited and prepaid taxes | 109,533,473.56 | 83,454,893.33 |
| Total | 109,533,473.56 | 83,454,893.33 |
Other remarksNone.
14. Debt investments
(1) Details
□ Applicable √ Not Applicable
(2) Significant debt investments at the balance sheet date
□ Applicable √ Not Applicable
(3) Provision for impairment
□ Applicable √ Not Applicable
Determination basis for provision for impairment made in the current period and whether credit risk has increasedsignificantly
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
15. Other debt investments
(1) Details
□ Applicable √ Not Applicable
(2) Significant other debt investments at the balance sheet date
□ Applicable √ Not Applicable
(3) Provision for impairment
□ Applicable √ Not Applicable
Determination basis for provision for impairment made in the current period and whether credit risk has increasedsignificantly
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
16. Long-term receivables
(1) Details
□ Applicable √ Not Applicable
(2) Provision for bad debts
□ Applicable √ Not Applicable
Determination basis for provision for bad debts made in the current period and whether credit risk has increasedsignificantly
□ Applicable √ Not Applicable
(3) Long-term receivables derecognized due to financial assets transfer
□ Applicable √ Not Applicable
(4) Assets and liabilities arising from transferred but still involved long-term receivables
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
17. Long-term equity investments
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Investees | Opening balance | Increase/Decrease | Closing balance | Closing balance of provision for impairment | |||||||
| Investments increased | Investments decreased | Investment income recognized under equity method | Adjustment in other comprehensive income | Changes in other equity | Cash dividend/ Profit declared for distribution | Provision for impairment | Others | ||||
| I. Joint ventures | |||||||||||
| Subtotal | |||||||||||
| II. Associates | |||||||||||
| Chongqing Jiawei Beer Co., Ltd. | 240,320,800.68 | 56,279,080.37 | 296,599,881.05 | ||||||||
| Subtotal | 240,320,800.68 | 56,279,080.37 | 296,599,881.05 | ||||||||
| Total | 240,320,800.68 | 56,279,080.37 | 296,599,881.05 | ||||||||
Other remarksNone.
18. Other equity instrument investments
(1) Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Bank of Guizhou Co., Ltd. | 14,303,331.73 | 13,210,379.78 |
| Total | 14,303,331.73 | 13,210,379.78 |
(2) Details on non-trading equity instrument investments
□ Applicable √ Not Applicable
Other remarks
√ Applicable □ Not Applicable
As the Company invested Bank of Guizhou Co., Ltd. not for trading, such investment was designated as an equityinstrument investment at fair value through other comprehensive income.
19. Other non-current financial assets
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Financial assets classified as at fair value through profit or loss | ||
| Including: Cost of investment in Xinjiang Guozhiming | 1,000,000.00 | 1,000,000.00 |
| Changes in fair value of investment in Xinjiang Guozhiming [Note] | -1,000,000.00 | -1,000,000.00 |
| Total |
Other remarks
√ Applicable □ Not Applicable
Note: As the investee ceased operation in previous years and was not a public interest entity, provision forimpairment was fully made on the investment.
20. Investment property
Method for measuring investment propertyNot Applicable
21. Fixed assets
Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Fixed assets | 3,680,691,105.17 | 3,705,081,241.59 |
| Disposal of fixed assets | ||
| Total | 3,680,691,105.17 | 3,705,081,241.59 |
Other remarks
□ Applicable √ Not Applicable
Fixed assets
(1) Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Buildings and structures | Machinery | Transport facilities | Other equipment | Total |
| I. Cost | |||||
| 1. Opening balance | 2,516,361,746.98 | 4,672,361,961.93 | 35,316,912.00 | 267,776,173.35 | 7,491,816,794.26 |
| 2. Increase | 75,756,671.21 | 261,809,489.59 | 207,831.52 | 63,124,317.39 | 400,898,309.71 |
| (1) Acquisition | 3,135,131.11 | 207,831.52 | 25,870,461.72 | 29,213,424.35 | |
| (2) Transferred in from construction in progress | 75,756,671.21 | 258,674,358.48 | 37,253,855.67 | 371,684,885.36 | |
| (3) Business combination | |||||
| 3. Decrease | 4,697,467.07 | 73,729,521.26 | 3,664,495.45 | 20,885,465.08 | 102,976,948.86 |
| (1) Disposal/ Scrapping | 4,697,467.07 | 73,729,521.26 | 3,664,495.45 | 20,885,465.08 | 102,976,948.86 |
| 4. Closing balance | 2,587,420,951.12 | 4,860,441,930.26 | 31,860,248.07 | 310,015,025.66 | 7,789,738,155.11 |
| II. Accumulated depreciation | |||||
| 1. Opening balance | 827,195,222.62 | 2,623,543,756.18 | 28,884,533.57 | 166,242,412.43 | 3,645,865,924.80 |
| 2. Increase | 94,201,980.19 | 282,604,728.58 | 1,612,731.80 | 35,596,814.10 | 414,016,254.67 |
| (1) Accrual | 94,201,980.19 | 282,604,728.58 | 1,612,731.80 | 35,596,814.10 | 414,016,254.67 |
| 3. Decrease | 2,340,032.09 | 58,987,958.06 | 3,336,414.38 | 19,258,913.11 | 83,923,317.64 |
| (1) Disposal/ Scrapping | 2,340,032.09 | 58,987,958.06 | 3,336,414.38 | 19,258,913.11 | 83,923,317.64 |
| 4. Closing balance | 919,057,170.72 | 2,847,160,526.70 | 27,160,850.99 | 182,580,313.42 | 3,975,958,861.83 |
| III. Provision for impairment | |||||
| 1. Opening balance | 80,408,777.64 | 55,237,669.65 | 95,641.46 | 5,127,539.12 | 140,869,627.87 |
| 2. Increase | 8,941.53 | 620,078.82 | 16,136.73 | 1,437,412.94 | 2,082,570.02 |
| (1) Accrual | 8,941.53 | 620,078.82 | 16,136.73 | 1,437,412.94 | 2,082,570.02 |
| 3. Decrease | 1,508,512.62 | 7,546,564.00 | 63,089.24 | 745,843.92 | 9,864,009.78 |
| (1) Disposal/ Scrapping | 1,508,512.62 | 7,546,564.00 | 63,089.24 | 745,843.92 | 9,864,009.78 |
| 4. Closing balance | 78,909,206.55 | 48,311,184.47 | 48,688.95 | 5,819,108.14 | 133,088,188.11 |
| IV. Carrying amount | |||||
| 1. Closing balance | 1,589,454,573.85 | 1,964,970,219.09 | 4,650,708.13 | 121,615,604.10 | 3,680,691,105.17 |
| 2. Opening balance | 1,608,757,746.72 | 1,993,580,536.10 | 6,336,736.97 | 96,406,221.80 | 3,705,081,241.59 |
(2) Fixed assets temporarily idle
□ Applicable √ Not Applicable
(3) Fixed assets leased in under finance leases
□ Applicable √ Not Applicable
(4) Fixed assets leased out under operating leases
□ Applicable √ Not Applicable
(5) Fixed assets with certificate of titles being unsettled
□ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Carrying amount | Reasons for unsettlement |
| Buildings and structures etc. | 55,966,680.15 | In progress |
| Subtotal | 55,966,680.15 |
Other remarks
□ Applicable √ Not Applicable
Disposal of fixed assets
□ Applicable √ Not Applicable
22. Construction in progress
Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Construction in progress | 395,295,204.91 | 162,076,985.24 |
| Construction materials | ||
| Total | 395,295,204.91 | 162,076,985.24 |
Other remarks
□ Applicable √ Not Applicable
Construction in progress
(1) Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance | ||||
| Book balance | Provision for impairment | Carrying amount | Book balance | Provision for impairment | Carrying amount | |
| New brewery project with an annual output of 500,000 kiloliters in Foshan | 202,505,414.75 | 202,505,414.75 | ||||
| Smart Core Project | 43,309,341.19 | 43,309,341.19 | 15,996,259.89 | 15,996,259.89 | ||
| Capacity expansion and transformation project with an annual output of 150,000 kiloliters in Korla | 37,397,502.22 | 37,397,502.22 | ||||
| Production resumption project in Wanzhou | 20,428,646.40 | 20,428,646.40 | ||||
| Relocation project of ammonia refrigeration system of Kunming Huashi | 10,468,200.65 | 10,468,200.65 | ||||
| Product traceability system engineering | 6,527,103.08 | 6,527,103.08 | 10,730,403.33 | 10,730,403.33 | ||
| China Carlsberg Analysis Platform | 4,670,773.22 | 4,670,773.22 | 7,000,000.00 | 7,000,000.00 | ||
| Items | Closing balance | Opening balance | ||||
| Book balance | Provision for impairment | Carrying amount | Book balance | Provision for impairment | Carrying amount | |
| FBI detection equipment | 4,223,929.00 | 4,223,929.00 | ||||
| Sales optimization software system | 4,068,629.12 | 4,068,629.12 | 5,546,558.29 | 5,546,558.29 | ||
| Carlsberg Tax Management Platform | 1,898,041.37 | 1,898,041.37 | ||||
| Technical transformation and capacity expansion project of Xichang | 1,872,699.36 | 1,872,699.36 | 12,548,056.23 | 12,548,056.23 | ||
| Transformation and upgrading of bottle depalletizer | 1,780,655.08 | 1,780,655.08 | 1,104,943.35 | 1,104,943.35 | ||
| Refrigeration system transformation | 834,726.67 | 834,726.67 | 5,725,047.18 | 5,725,047.18 | ||
| Tiandao production line transformation project | 16,464,709.35 | 16,464,709.35 | ||||
| Yibin Transformation project of bottled beer production line of Pure Draft | 11,348,660.23 | 11,348,660.23 | ||||
| Tianmuhu brewing capacity improvement project | 11,059,081.27 | 11,059,081.27 | ||||
| Transformation of carbon dioxide recovery system | 7,119,917.69 | 7,119,917.69 | ||||
| Saccharification production capacity improvement project of Wusu | 2,870,000.00 | 2,870,000.00 | ||||
| Huizhou production line transformation project | 2,495,977.87 | 2,495,977.87 | ||||
| Sporadic engineering | 55,309,542.80 | 55,309,542.80 | 52,067,370.56 | 52,067,370.56 | ||
| Total | 395,295,204.91 | 395,295,204.91 | 162,076,985.24 | 162,076,985.24 | ||
(2) Changes in significant projects
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Projects | Budgets | Opening balance | Increase | Transferred to fixed assets | Other decreases | Closing balance | Accumulated input to budget (%) | Completion percentage (%) | Accumulated amount of borrowing cost capitalization | Including: Amount of borrowing cost capitalization in the current period | Annual capitalization rate (%) | Fund source |
| New brewery project with an annual output of 500,000 kiloliters in Foshan | 1,401,772,000.00 | 202,505,414.75 | 202,505,414.75 | 14.45 | 14.45 | Self-raised | ||||||
| Smart Core Project | 99,811,000.00 | 15,996,259.89 | 27,313,081.30 | 43,309,341.19 | 43.40 | 43.40 | Self-raised | |||||
| Capacity expansion and transformation project with an annual output of 150,000 kiloliters in Korla | 115,890,000.00 | 37,397,502.22 | 37,397,502.22 | 32.27 | 32.27 | Self-raised | ||||||
| Production resumption project in Wanzhou | 42,000,000.00 | 37,946,687.81 | 17,518,041.41 | 20,428,646.40 | 90.35 | 90.35 | Self-raised | |||||
| Relocation project of ammonia refrigeration system of Kunming Huashi | 16,300,000.00 | 10,468,200.65 | 10,468,200.65 | 64.22 | 64.22 | Self-raised | ||||||
| Product traceability system engineering | 10,730,403.33 | 11,031,099.46 | 4,535,632.62 | 10,698,767.09 | 6,527,103.08 | Self-raised | ||||||
| China Carlsberg Analysis Platform | 7,000,000.00 | 4,588,887.31 | 6,918,114.09 | 4,670,773.22 | Self-raised | |||||||
| FBI detection equipment | 5,483,929.00 | 1,260,000.00 | 4,223,929.00 | Self-raised | ||||||||
| Sales optimization software system | 5,546,558.29 | 4,098,724.04 | 5,576,653.21 | 4,068,629.12 | Self-raised | |||||||
| Carlsberg Tax Management Platform | 2,955,412.95 | 1,057,371.58 | 1,898,041.37 | Self-raised | ||||||||
| Technical transformation and capacity expansion project of Xichang | 101,877,795.00 | 12,548,056.23 | 73,111,021.28 | 83,786,378.15 | 1,872,699.36 | 84.08 | 84.08 | Self-raised | ||||
| Transformation and upgrading of bottle depalletizer | 1,104,943.35 | 1,801,455.08 | 1,125,743.35 | 1,780,655.08 | Self-raised | |||||||
| Refrigeration system transformation | 5,725,047.18 | 1,061,390.97 | 5,951,711.48 | 834,726.67 | Self-raised | |||||||
| Tiandao production line transformation project | 16,464,709.35 | 11,851,248.01 | 28,315,957.36 | Self-raised | ||||||||
| Yibin transformation project of bottled beer production line of Pure Draft | 32,417,467.00 | 11,348,660.23 | 19,568,806.78 | 30,917,467.01 | 100.00 | 100.00 | Self-raised | |||||
| Tianmuhu brewing capacity improvement project | 32,907,709.00 | 11,059,081.27 | 17,795,089.08 | 28,854,170.35 | 100.00 | 100.00 | Self-raised | |||||
| Transformation of carbon dioxide recovery system | 7,119,917.69 | 2,916,903.10 | 9,950,980.08 | 85,840.71 | Self-raised | |||||||
| Saccharification production | 9,266,000.00 | 2,870,000.00 | 6,143,407.49 | 9,013,407.49 | 100.00 | 100.00 | Self-raised |
| Projects | Budgets | Opening balance | Increase | Transferred to fixed assets | Other decreases | Closing balance | Accumulated input to budget (%) | Completion percentage (%) | Accumulated amount of borrowing cost capitalization | Including: Amount of borrowing cost capitalization in the current period | Annual capitalization rate (%) | Fund source |
| capacity improvement project of Wusu | ||||||||||||
| Huizhou production line transformation project | 2,495,977.87 | 2,648,200.80 | 5,144,178.67 | Self-raised | ||||||||
| Sporadic engineering | 52,067,370.56 | 168,593,601.94 | 145,311,217.39 | 20,040,212.31 | 55,309,542.80 | Self-raised | ||||||
| Total | 1,852,241,971.00 | 162,076,985.24 | 649,280,064.02 | 371,684,885.36 | 44,376,958.99 | 395,295,204.91 | / | / | / | / |
(3) Provisions for impairment of construction in progress
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
Construction materials
(4) Details
□ Applicable √ Not Applicable
23. Productive biological assets
(1) Measured at cost
□ Applicable √ Not Applicable
(2) Measured at fair value
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
24. Oil and gas assets
□ Applicable √ Not Applicable
25. Right-of-use assets
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Buildings and structures | Machinery | Transport facilities | Other equipment | Total |
| I. Cost | |||||
| 1. Opening balance | 27,915,000.00 | 5,490,000.00 | 29,736,000.00 | 63,141,000.00 | |
| 2. Increase | 78,976,277.97 | 2,990,000.00 | 23,332,000.00 | 105,298,277.97 | |
| (1) Leased in | 78,976,277.97 | 2,990,000.00 | 23,332,000.00 | 105,298,277.97 | |
| 3. Decrease | 22,424,000.00 | 2,840,000.00 | 13,303,000.00 | 38,567,000.00 | |
| (1) Disposal | 22,424,000.00 | 2,840,000.00 | 13,303,000.00 | 38,567,000.00 | |
| 4. Closing balance | 84,467,277.97 | 5,640,000.00 | 39,765,000.00 | 129,872,277.97 | |
| II. Accumulated depreciation | |||||
| 1. Opening balance | 12,736,000.00 | 1,764,000.00 | 9,423,000.00 | 23,923,000.00 | |
| 2. Increase | 16,466,351.86 | 2,323,000.00 | 12,820,000.00 | 31,609,351.86 | |
| (1) Accrual | 16,466,351.86 | 2,323,000.00 | 12,820,000.00 | 31,609,351.86 | |
| 3. Decrease | 15,443,000.00 | 1,101,000.00 | 9,423,000.00 | 25,967,000.00 | |
| (1) Disposal | 15,443,000.00 | 1,101,000.00 | 9,423,000.00 | 25,967,000.00 | |
| 4. Closing balance | 13,759,351.86 | 2,986,000.00 | 12,820,000.00 | 29,565,351.86 | |
| III. Provision for impairment | |||||
| 1. Opening balance | |||||
| 2. Increase | |||||
| (1) Accrual |
| Items | Buildings and structures | Machinery | Transport facilities | Other equipment | Total |
| 3. Decrease | |||||
| (1) Disposal | |||||
| 4. Closing balance | |||||
| IV. Carrying amount | |||||
| 1. Closing balance | 70,707,926.11 | 2,654,000.00 | 26,945,000.00 | 100,306,926.11 | |
| 2. Opening balance | 15,179,000.00 | 3,726,000.00 | 20,313,000.00 | 39,218,000.00 |
Other remarksNone.
26. Intangible assets
(1) Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Land use right | Trademark | Patent right | Non-patented technology | Software | Total |
| I. Cost | ||||||
| 1. Opening balance | 631,444,174.90 | 369,674,547.00 | 165,923,612.46 | 1,167,042,334.36 | ||
| 2. Increase | 90,228,000.00 | 45,704,098.05 | 135,932,098.05 | |||
| (1) Acquisition | 90,228,000.00 | 1,327,139.06 | 91,555,139.06 | |||
| (2) Internal research and development | ||||||
| (3) Business combination | ||||||
| (4) Transferred in from construction in progress | 44,376,958.99 | 44,376,958.99 | ||||
| 3. Decrease | 7,193,840.00 | 905,681.97 | 8,099,521.97 | |||
| (1) Disposal | 7,193,840.00 | 905,681.97 | 8,099,521.97 | |||
| 4. Closing balance | 714,478,334.90 | 369,674,547.00 | 210,722,028.54 | 1,294,874,910.44 | ||
| II. Accumulated amortization | ||||||
| 1. Opening balance | 168,406,556.06 | 192,279,166.74 | 99,880,846.39 | 460,566,569.19 | ||
| 2. Increase | 13,298,437.00 | 9,665,734.56 | 36,422,066.94 | 59,386,238.50 | ||
| (1) Accrual | 13,298,437.00 | 9,665,734.56 | 36,422,066.94 | 59,386,238.50 | ||
| 3. Decrease | 2,002,284.93 | 99,862.07 | 2,102,147.00 | |||
| (1) Disposal | 2,002,284.93 | 99,862.07 | 2,102,147.00 | |||
| 4. Closing balance | 179,702,708.13 | 201,944,901.30 | 136,203,051.26 | 517,850,660.69 | ||
| III. Provision for impairment | ||||||
| 1. Opening balance | 3,905,124.59 | 87,200,600.00 | 289,751.62 | 91,395,476.21 | ||
| 2. Increase | 459,733.59 | 459,733.59 | ||||
| (1) Accrual | 459,733.59 | 459,733.59 | ||||
| 3. Decrease | ||||||
| (1) Disposal | ||||||
| 4. Closing balance | 3,905,124.59 | 87,200,600.00 | 749,485.21 | 91,855,209.80 | ||
| IV. Carrying amount | ||||||
| 1. Closing balance | 530,870,502.18 | 80,529,045.70 | 73,769,492.07 | 685,169,039.95 | ||
| 2. Opening balance | 459,132,494.25 | 90,194,780.26 | 65,753,014.45 | 615,080,288.96 | ||
(2) Land use right with certificate of titles being unsettled
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
27. Development expenditures
□ Applicable √ Not Applicable
28. Goodwill
(1) Cost
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Investees or events resulting in goodwill | Opening balance | Increase | Decrease | Closing balance | ||
| Business combination | Others | Disposal | Others | |||
| Xinjiang Wusu Brewery Co., Ltd. [Note] | 639,141,956.06 | 639,141,956.06 | ||||
| Carlsberg (China) Breweries and Trading Co., Ltd. [Note] | 48,826,000.00 | 48,826,000.00 | ||||
| Ningxia Xixia Jianiang Brewery Co., Ltd. [Note] | 11,224,500.00 | 11,224,500.00 | ||||
| Carlsberg Chongqing Brewery Co., Ltd. [Note] | 19,037,610.07 | 19,037,610.07 | ||||
| Total | 718,230,066.13 | 718,230,066.13 | ||||
Note: It refers to the goodwill arising from business combinations not under common control conducted by theultimate controlling party or entities controlled by the ultimate controlling party.
(2) Provision for impairment
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Investees or events resulting in goodwill | Opening balance | Increase | Decrease | Closing balance | ||
| Accrual | Others | Disposal | Others | |||
| Carlsberg Chongqing Brewery Co., Ltd. | 19,037,610.07 | 19,037,610.07 | ||||
| Total | 19,037,610.07 | 19,037,610.07 | ||||
(3) Related information of asset group or asset group portfolios which include goodwill
√ Applicable □ Not Applicable
| Composition of asset group or asset group portfolios | Xinjiang Wusu Brewery Co., Ltd. | Carlsberg (China) Breweries and Trading Co., Ltd. |
| Carrying amount of asset group or asset group portfolios | 518,027,684.08 | 1,021,395,523.02 |
| Carrying amount of goodwill allocated to the asset group or asset group portfolios and the allocation method | The carrying amount of goodwill allocated to the asset group or asset group portfolios amounted to 983,295,317.02 yuan based on the difference between the fair value of identifiable net assets and the consideration paid at the acquisition date. | The carrying amount of goodwill allocated to the asset group or asset group portfolios amounted to 48,826,000.00 yuan based on the difference between the fair value of identifiable net assets and the consideration paid at the acquisition date. |
| Carrying amount of asset group or asset group portfolios that include goodwill | 1,501,323,001.10 | 1,070,221,523.02 |
| Whether asset group or asset group portfolios are consistent with those at acquisition date or at goodwill impairment testing date in previous years | Yes | Yes |
(Continued)
| Composition of asset group or asset group portfolios | Ningxia Xixia Jianiang Brewery Co., Ltd. | Carlsberg Chongqing Brewery Co., Ltd. |
| Carrying amount of asset group or asset group portfolios | 240,903,969.33 | 962,966,909.69 |
| Carrying amount of goodwill allocated to the asset group or asset group portfolios and the allocation method | The carrying amount of goodwill allocated to the asset group or asset group portfolios amounted to 16,035,000.00 yuan based on the difference between the fair value of identifiable net assets and the consideration paid at the acquisition date. | The carrying amount of goodwill allocated to the asset group or asset group portfolios amounted to 0.00 yuan based on the difference between the fair value of identifiable net assets and the consideration paid at the acquisition date. |
| Carrying amount of asset group or asset group portfolios that include goodwill | 256,938,969.33 | 962,966,909.69 |
| Whether asset group or asset group portfolios are consistent with those at acquisition date or at goodwill impairment testing date in previous years | Yes | Yes |
(4) Impairment test process, key parameters (e.g., forecast period growth rate, steady period growth rate,profit rate, discount rate, forecast period, etc. used when estimating the present value of future cash flows, ifapplicable), and determination method of goodwill impairment loss
√ Applicable □ Not Applicable
a. Xinjiang Wusu Brewery Co., Ltd.The recoverable amount of asset group or asset group portfolios which include goodwill is computed based on thepresent value of estimated future cash flows, which is based on the estimated annual cash flows for an explicitforecast period of 5 years approved by the Company (the “forecast period”), and the pre-tax discount rate used inestimating the annual cash flows is 15.67% (2021: 15.27%). The operating profit after the forecast period is basicallyconsistent with the operating profit in the last year of the forecast period. Other key data used in the impairment testinclude: annual compound growth rate of operating revenue of 2.65% (2021: 5.14%) and budgeted gross margin of42%-46% (2021: 40%-41%). Such key data are determined by the Company based on its experience and itsprediction towards market development. The discount rate used by the Company is the pre-tax interest rate thatreveals the time value of currency under the current market situation and special risks of certain asset group.The aforementioned estimation of the recoverable amount of goodwill suggests that the goodwill is not impaired.b. Carlsberg (China) Breweries and Trading Co., Ltd.The recoverable amount of asset group or asset group portfolios which include goodwill is computed based on thepresent value of estimated future cash flows, which is based on the estimated annual cash flows for an explicitforecast period of 5 years approved by the Company, and the pre-tax discount rate used in estimating the annualcash flows is 15.67% (2021: 15.27%). The operating profit after the forecast period is basically consistent with theoperating profit in the last year of the forecast period. Other key data used in the impairment test include: annualcompound growth rate of operating revenue of -0.81% (2021: 2.65%) and budgeted gross margin of 43%-44%(2021: 46%-49%). Such key data are determined by the Company based on its experience and its prediction towardsmarket development. The discount rate used by the Company is the pre-tax interest rate that reveals the time valueof currency under the current market situation and special risks of certain asset group.The aforementioned estimation of the recoverable amount of goodwill suggests that the goodwill is not impaired.c. Ningxia Xixia Jianiang Brewery Co., Ltd.The recoverable amount of asset group or asset group portfolios which include goodwill is computed based on thepresent value of estimated future cash flows, which is based on the estimated annual cash flows for an explicit
forecast period of 5 years approved by the Company, and the pre-tax discount rate used in estimating the annualcash flows is 15.67% (2021: 15.27%). The operating profit after the forecast period is basically consistent with theoperating profit in the last year of the forecast period. Other key data used in the impairment test include: annualcompound growth rate of operating revenue of 3.94% (2021: 3.63%) and budgeted gross margin of 43-44% (2021:
44%). Such key data are determined by the Company based on its experience and its prediction towards marketdevelopment. The discount rate used by the Company is the pre-tax interest rate that reveals the time value ofcurrency under the current market situation and special risks of certain asset group.The aforementioned estimation of the recoverable amount of goodwill suggests that the goodwill is not impaired.d. Carlsberg Chongqing Brewery Co., Ltd.In April 2012, the Company acquired Carlsberg Chongqing Brewery Co., Ltd., and recognized the goodwill at thedifference between the fair value of identifiable net assets and the consideration paid at the acquisition date. Pursuantto the “Proposal on Accrual of Provision for Impairment of Assets” deliberated and approved by the ninth meetingof the seventh Board of Directors held in 2013, the Company performed impairment test on relevant assets groupportfolios that included goodwill, and made provision for impairment of goodwill of 19,037,610.07 yuan at thedifference between the recoverable amount of relevant asset group portfolios and the carrying amount.
(5) Effect of goodwill impairment test
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
29. Long-term prepayments
□ Applicable √ Not Applicable
30. Deferred tax assets and deferred tax liabilities
(1) Deferred tax assets before offset
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance | ||
| Deductible temporary difference | Deferred tax assets | Deductible temporary difference | Deferred tax assets | |
| Provision for impairment of assets | 333,287,740.30 | 67,535,763.71 | 338,385,920.45 | 84,596,479.57 |
| Unrealized profit from internal transactions | 21,219,368.92 | 3,182,905.34 | ||
| Deductible losses | 27,198,996.20 | 4,079,849.43 | 20,482,192.92 | 5,120,548.23 |
| Employee benefits payable | 259,582,897.27 | 52,761,793.01 | 476,942,171.41 | 119,235,542.85 |
| Long-term employee benefits payable | 66,552,094.92 | 11,594,710.98 | 69,434,974.22 | 17,358,743.57 |
| Accrued expenses and contract assets | 2,866,021,252.10 | 546,199,869.87 | 3,158,734,165.77 | 789,683,541.30 |
| Items | Closing balance | Opening balance | ||
| Deductible temporary difference | Deferred tax assets | Deductible temporary difference | Deferred tax assets | |
| Fixed assets | 7,416,061.45 | 1,798,655.78 | 2,850,538.37 | 712,634.59 |
| Intangible assets | 23,044,686.80 | 3,952,404.00 | 21,136,658.46 | 5,284,164.62 |
| Provisions | 31,657,899.75 | 4,900,580.66 | 31,862,723.02 | 7,965,680.76 |
| Other non-current financial assets | 1,000,000.00 | 150,000.00 | 1,000,000.00 | 250,000.00 |
| Deferred income | 147,635,624.68 | 36,250,783.25 | 128,413,080.14 | 32,103,270.03 |
| Total | 3,784,616,622.39 | 732,407,316.03 | 4,249,242,424.76 | 1,062,310,605.52 |
(2) Deferred tax liabilities before offset
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance | ||
| Taxable temporary difference | Deferred tax liabilities | Taxable temporary difference | Deferred tax liabilities | |
| Assets appraisal appreciation due to business combination not under common control | 60,713,990.24 | 9,107,098.54 | 69,387,140.24 | 17,346,785.05 |
| Changes in fair value of other debt investments | ||||
| Changes in fair value of other equity instrument investments | 13,303,331.73 | 3,325,832.94 | 12,210,379.78 | 3,052,594.95 |
| One-time deduction on fixed assets of less than 5 million yuan | 149,706,704.25 | 26,985,487.80 | 126,298,677.32 | 31,574,669.35 |
| Intangible assets | 12,000,000.00 | 3,000,000.00 | 12,000,000.00 | 3,000,000.00 |
| Cash flow hedging instruments | 1,213,019.84 | 275,647.87 | ||
| Total | 236,937,046.06 | 42,694,067.15 | 219,896,197.34 | 54,974,049.35 |
(3) Deferred tax assets or liabilities presented by net amount after offset
□ Applicable √ Not Applicable
(4) Details of unrecognized deferred tax assets
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Deductible temporary difference | 191,072,887.28 | 91,407,055.40 |
| Deductible losses | 320,552,816.05 | 216,715,687.90 |
| Total | 511,625,703.33 | 308,122,743.30 |
(5) Maturity years of deductible losses of unrecognized deferred tax assets
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Maturity years | Closing balance | Opening balance | Remarks |
| Year 2022 | 12,865,456.04 | ||
| Year 2023 | 23,393,028.65 | 23,445,548.14 |
| Year 2024 | 17,917,412.10 | 17,917,412.10 | |
| Year 2025 | 20,863,693.25 | 20,863,693.25 | |
| Year 2026 | 126,994,927.34 | 141,623,578.37 | |
| Year 2027 | 131,383,754.71 | ||
| Total | 320,552,816.05 | 216,715,687.90 | / |
Other remarks
□ Applicable √ Not Applicable
31. Other non-current assets
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance | ||||
| Book balance | Provision for impairment | Carrying amount | Book balance | Provision for impairment | Carrying amount | |
| Cost to obtain a contract | ||||||
| Cost to fulfill a contract | ||||||
| Cost of goods expected to be returned | ||||||
| Contract assets | ||||||
| Prepayments for acquisition of non-current assets | 89,540,749.40 | 89,540,749.40 | 3,636,075.76 | 3,636,075.76 | ||
| Total | 89,540,749.40 | 89,540,749.40 | 3,636,075.76 | 3,636,075.76 | ||
Other remarksNone.
32. Short-term borrowings
(1) Details on categories
□ Applicable √ Not Applicable
(2) Overdue short-term borrowings
□ Applicable √ Not Applicable
Significant overdue short-term borrowings
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
33. Held-for-trading financial liabilities
□ Applicable √ Not Applicable
34. Derivative financial liabilities
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Floating gains or losses on hedging instruments | 2,616,336.56 | |
| Total | 2,616,336.56 |
Other remarks:
Please refer to item VII 83 of this section for details on floating gains or losses on hedging instruments.
35. Notes payable
(1) Details
□ Applicable √ Not Applicable
36. Accounts payable
(1) Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Payments for acquisition of materials and receiving of services | 2,096,313,903.90 | 1,837,217,983.60 |
| Payments for engineering equipment | 401,357,843.47 | 375,471,194.51 |
| Total | 2,497,671,747.37 | 2,212,689,178.11 |
(2) Significant accounts payable with age over one year
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
37. Advances received
(1) Details
□ Applicable √ Not Applicable
(2) Significant advances received with age over one year
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
38. Contract liabilities
(1) Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Contract liabilities of distributors | 1,614,042,546.14 | 1,732,741,425.80 |
| Total | 1,614,042,546.14 | 1,732,741,425.80 |
(2) Reasons for significant changes in carrying amount of contract assets
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
39. Employee benefits payable
(1) Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Opening balance | Increase | Decrease | Closing balance |
| I. Short-term employee benefits | 440,872,950.84 | 1,382,915,950.93 | 1,503,402,634.69 | 320,386,267.08 |
| II. Post-employment benefits - defined contribution plan | 34,300,299.10 | 120,032,669.85 | 109,770,266.91 | 44,562,702.04 |
| III. Termination benefits | 37,590,091.03 | 10,079,863.07 | 13,251,598.57 | 34,418,355.53 |
| IV. Other benefits due within one year | ||||
| Total | 512,763,340.97 | 1,513,028,483.85 | 1,626,424,500.17 | 399,367,324.65 |
(2) Details of short-term employee benefits
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Opening balance | Increase | Decrease | Closing balance |
| I. Wage, bonus, allowance and subsidy | 422,171,500.48 | 1,185,176,943.47 | 1,307,150,526.19 | 300,197,917.76 |
| II. Employee welfare fund | 31,094,554.19 | 31,094,554.19 | ||
| III. Social insurance premium | 7,311,339.41 | 68,685,543.66 | 67,333,097.86 | 8,663,785.21 |
| Including: Medicare premium | 6,571,835.99 | 58,317,441.52 | 56,679,019.94 | 8,210,257.57 |
| Occupational injuries premium | 739,503.42 | 9,544,082.66 | 9,830,058.44 | 453,527.64 |
| Maternity premium | 824,019.48 | 824,019.48 | ||
| IV. Housing provident fund | 6,948,453.85 | 68,587,097.75 | 69,288,104.24 | 6,247,447.36 |
| V. Trade union fund and employee education fund | 4,441,657.10 | 29,371,811.86 | 28,536,352.21 | 5,277,116.75 |
| VI. Short-term paid leave | ||||
| VII. Short-term profit-sharing plan | ||||
| Total | 440,872,950.84 | 1,382,915,950.93 | 1,503,402,634.69 | 320,386,267.08 |
(3) Details of defined contribution plan
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Opening balance | Increase | Decrease | Closing balance |
| 1. Basic endowment insurance premium | 32,530,830.28 | 116,981,082.67 | 106,123,475.62 | 43,388,437.33 |
| 2. Unemployment insurance premium | 1,769,468.82 | 3,051,587.18 | 3,646,791.29 | 1,174,264.71 |
| 3. Company annuity payment | ||||
| Total | 34,300,299.10 | 120,032,669.85 | 109,770,266.91 | 44,562,702.04 |
Other remarks
□ Applicable √ Not Applicable
40. Tax payables
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| VAT | 21,855,504.85 | 12,956,089.40 |
| Consumption tax | 80,493,196.43 | 30,892,567.28 |
| Business tax | ||
| Corporate income tax | 131,669,002.41 | 340,441,532.09 |
| Individual income tax | 4,552,442.76 | 3,973,489.86 |
| Urban maintenance and construction tax | 6,854,142.51 | 3,031,860.79 |
| Education surcharge | 5,902,977.40 | 2,353,609.31 |
| Property tax | 902,167.35 | 730,610.13 |
| Land use tax | 852,494.98 | 702,608.48 |
| Others | 2,305,532.66 | 842,952.59 |
| Total | 255,387,461.35 | 395,925,319.93 |
Other remarksNone.
41. Other payables
Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Interest payable | ||
| Dividend payable | ||
| Other payables | 3,490,319,176.38 | 2,971,960,641.25 |
| Total | 3,490,319,176.38 | 2,971,960,641.25 |
Other remarks
□ Applicable √ Not Applicable
Interest payable
(1) Details on categories
□ Applicable √ Not Applicable
Dividend payable
(2) Details on categories
□ Applicable √ Not Applicable
Other payables
(1) Other receivables categorized by nature
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Accrued expenses | 1,746,070,547.86 | 1,592,251,360.17 |
| Deposits for packages | 941,202,663.23 | 789,959,811.32 |
| Allowances for deposits for packages | -334,503,946.84 | -320,726,207.65 |
| Items | Closing balance | Opening balance |
| Other deposits | 1,081,788,522.34 | 852,384,592.98 |
| Trademark licensing fees payable | 40,319,315.43 | 34,110,233.83 |
| Others | 15,442,074.36 | 23,980,850.60 |
| Total | 3,490,319,176.38 | 2,971,960,641.25 |
(2) Significant other payables with age over one year
□ Applicable √ Not Applicable
Other remarks
√ Applicable □ Not Applicable
Accrual and write-off of allowances for deposits
| Items | Opening balance | Accrual | Reversal or write-off | Closing balance |
| Allowances for deposits for packages | 320,726,207.65 | 95,258,194.29 | 81,480,455.10 | 334,503,946.84 |
| Subtotal | 320,726,207.65 | 95,258,194.29 | 81,480,455.10 | 334,503,946.84 |
42. Liabilities held for sale
□ Applicable √ Not Applicable
43. Non-current liabilities due within one year
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Long-term borrowings due within one year | ||
| Bonds payable due within one year | ||
| Long-term payables due within one year | ||
| Lease liabilities due within one year | 24,005,592.21 | 22,313,992.68 |
| Total | 24,005,592.21 | 22,313,992.68 |
Other remarks
44. Other current liabilities
Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Short-term bonds payable | ||
| Payables for returned goods | ||
| Output VAT to be recognized | 27,809,237.78 | 33,979,353.25 |
| Total | 27,809,237.78 | 33,979,353.25 |
Increase or decrease of short-term bonds payable
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
45. Long-term borrowings
(1) Details on categories
□ Applicable √ Not Applicable
Other remarks on interest rate range, etc.
□ Applicable √ Not Applicable
46. Bonds payable
(1) Details
□ Applicable √ Not Applicable
(2) Current period movements (not including other financial instruments such as preferred shares/perpetualbonds classified as financial liabilities)
□ Applicable √ Not Applicable
(3) Converting conditions and time of convertible bonds
□ Applicable √ Not Applicable
(4) Other financial instruments classified as financial liabilities
Basic information of other financial instruments such as preferred shares or perpetual bonds outstanding at thebalance sheet date
□ Applicable √ Not Applicable
Current period movements of financial instruments such as preferred shares or perpetual bonds outstanding at thebalance sheet date
□ Applicable √ Not Applicable
Other remarks on financial instruments classified as financial liabilities
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
47. Lease liabilities
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Lease liabilities | 77,928,597.87 | 16,951,000.00 |
| Total | 77,928,597.87 | 16,951,000.00 |
Other remarksNone.
48. Long-term payables
Details
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
Long-term payables
(1) Long-term payables categorized by nature
□ Applicable √ Not Applicable
Special payables
(2) Special payables categorized by nature
□ Applicable √ Not Applicable
49. Long-term employee benefits payable
√ Applicable □ Not Applicable
(1) Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| I. Termination benefits - Net defined benefit liability | 145,921,476.85 | 153,743,974.22 |
| II. Dismissal benefits | ||
| III. Other long-term employee benefits | 8,486,230.50 | 9,925,000.00 |
| Total | 154,407,707.35 | 163,668,974.22 |
(2) Movements in defined benefit plan
Present value of obligations in defined benefit plan
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| I. Opening balance | 153,743,974.22 | 164,376,908.47 |
| II. Components of defined benefit costs recognized in profit or loss | -683,415.60 | 4,739,291.62 |
| 1. Current service cost | 2,674,640.27 | 1,493,541.92 |
| 2. Past service cost | -8,091,055.87 | -2,160,250.30 |
| 3. Gains and losses on settlements | ||
| 4. Net interest expense or income | 4,733,000.00 | 5,406,000.00 |
| III. Components of defined benefit costs recognized in other comprehensive income | 2,862,000.00 | -5,673,342.76 |
| 1. Actuarial gains and losses | 2,862,000.00 | -5,673,342.76 |
| IV. Other movements | -10,001,081.77 | -9,698,883.11 |
| 1. Consideration paid at settlement | ||
| 2. Benefit paid | -10,001,081.77 | -9,698,883.11 |
| V. Closing balance | 145,921,476.85 | 153,743,974.22 |
Plan assets
□ Applicable √ Not Applicable
Net defined benefit liabilities (assets)
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| I. Opening balance | 153,743,974.22 | 164,376,908.47 |
| II. Components of defined benefit costs recognized in profit or loss | -683,415.60 | 4,739,291.62 |
| III. Components of defined benefit costs recognized in other comprehensive income | 2,862,000.00 | -5,673,342.76 |
| IV. Other movements | -10,001,081.77 | -9,698,883.11 |
| V. Closing balance | 145,921,476.85 | 153,743,974.22 |
Contents and risks of defined benefit plan, and effect on amount, timing and uncertainty of future cash flows
√ Applicable □ Not Applicable
The Company provides the following supplementary post-retirement benefits for existing and future retirees: a.supplementary pension benefits paid to certain existing and future retirees on a monthly or annual basis until theirdeath, which would not be adjusted in the future; b. old age allowance paid to certain existing and future retirees ona monthly basis from the age of 70 until their death, which would not be adjusted in the future; c. one-time funeralbenefits paid to existing and future retirees upon their death, which would not be adjusted in the future; d. basicmedical insurance premium and critical illness medical premium paid on behalf of existing and future retirees untiltheir death or expiry of minimum payment period (25 years for males and 20 years for females), which would beadjusted according to local policies; e. heating expenses paid to existing and future retirees until their death, whichwould be adjusted according to local policies; f. retirement allowance and family worker allowance paid to certainexisting retirees until their death, which would not be adjusted in the future; and g. one-time incentives for one-child family paid to certain future retirees upon their retirement, which would not be adjusted in the future.Remarks on significant actuarial assumptions and sensitivity analysis results of defined benefit plan
√ Applicable □ Not Applicable
| Items | Closing balance | Opening balance |
| Discount rate | Post-retirement benefits: 3.00%; other long-term employee benefits: 2.50% | Post-retirement benefits: 3.25%; other long-term employee benefits: 2.50% |
| Death rate | China Life Insurance Mortality Table (2010-2013) | China Life Insurance Mortality Table (2010-2013) |
| Estimated growth rate of employee benefits | 0, 1.6%, 3%, 6%, 7%, 8%, 10% | 0, 6%, 7%, 8%, 10% |
The Company entrusted Towers Watson Management and Consulting (Shenzhen) Co., Ltd. to perform actuarialevaluation on the present value of the above defined benefit plan, with an actuarial evaluation report issued thereon.Other remarks
√ Applicable □ Not Applicable
Other long-term employee benefits refer to long-term paid leaves.
50. Provisions
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Opening balance | Closing balance | Reasons for balance |
| Guarantee provided for other entities | |||
| Pending lawsuits | 31,862,723.02 | 31,657,899.75 | |
| Including: Glass bottle lawsuit | 25,714,843.21 | 25,511,559.35 | [Note 1] |
| Labor lawsuit | 6,030,000.00 | 6,030,000.00 | [Note 2] |
| Others | 117,879.81 | 116,340.40 | |
| Products quality guarantee | |||
| Restructuring obligations | |||
| Onerous contract to be implemented | |||
| Payables for returned goods | |||
| Others |
| Items | Opening balance | Closing balance | Reasons for balance |
| Total | 31,862,723.02 | 31,657,899.75 | / |
Other remarks on significant assumption on material provisions and estimatesNote 1: Pursuant to the “Glass Beer Bottle Sales Contract” entered into between Xinjiang Wusu Brewery (Wusu)Co., Ltd. and Gaomi Shengtai Glass Products Co., Ltd. (the “Gaomi Company”) dated April 10, 2013, GaomiCompany produced and supply special glass beer bottles to Xinjiang Wusu Brewery (Wusu) Co., Ltd. In 2015,Xinjiang Wusu Brewery (Wusu) Co., Ltd. checked the glass beer bottles and found quality problems, and thenrefused to accept the bottles and did not make payments. In response, Gaomi Company brought a lawsuit againstXinjiang Wusu Brewery Co., Ltd. and Xinjiang Wusu Brewery (Wusu) Co., Ltd. to the Intermediate People’s Courtof Xinjiang Autonomous Region in the same year. At the first instance, the court judged that Xinjiang Wusu Brewery(Wusu) Co., Ltd. should pay 19,214,843.21 yuan to Gaomi Company. Gaomi Company refused to accept the first-instance judgment and appealed to the Higher People’s Court of Xinjiang Autonomous Region on July 22, 2016,and subsequently obtained the final judgment of the Higher People’s Court of the Autonomous Region on January17, 2017, which ruled that Xinjiang Wusu Brewery (Wusu) Co., Ltd. should pay the above-mentioned goodspayment to Gaomi Company. Gaomi Company refused to accept the final judgment and planned to apply for a trialsupervision procedure through the Supreme People’s Procuratorate. Xinjiang Wusu Brewery (Wusu) Co., Ltd.accrued provisions of 19,214,843.21 yuan based on the possible liquidated damages, compensation and litigationfees according to the first-instance judgment. As Gaomi Company appealed to the People’s Court of Wusu City andthe People’s Court of Toutunhe District, Urumqi City on September 22, 2016 and November 20, 2021, respectively,for the losses arising from production line suspension caused by the glass beer bottle lawsuit, Xinjiang WusuBrewery (Wusu) Co., Ltd. accrued provisions totaling 6,500,000.00 yuan based on the possible compensation andlitigation fees. As of December 31, 2022, litigation costs incurred totaled 203,283.86 yuan, while the final amountto be paid is still pending.Note 2: Carlsberg (China) Breweries and Trading Co., Ltd. Guangzhou Branch had a labor lawsuit with itsemployees, and it accrued provisions for salaries of 5,230,000.00 yuan, which was calculated at 52,000.00 yuan permonth from August 2013 to the resumption date in December 2020, and provisions of 800,000.00 yuan based onthe estimated legal service fees, totaling 6,030,000.00 yuan.
51. Deferred income
Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Opening balance | Increase | Decrease | Closing balance | Reasons for balance |
| Government grants | 254,683,905.82 | 30,040,700.00 | 28,112,910.68 | 256,611,695.14 | |
| Total | 254,683,905.82 | 30,040,700.00 | 28,112,910.68 | 256,611,695.14 | / |
Details of government grants
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Opening balance | Increase | Amount included into non-operating income | Amount included into other income | Other movements | Closing balance | Related to assets/ income |
| Compensation for factory relocation and resettlement in Dali City – Carlsberg (China) Breweries and Trading Co., Ltd. | 107,522,700.44 | 6,870,646.71 | 100,652,053.73 | Related to assets | |||
| Subsidies for relocation and reconstruction – Chongqing Beer Yibin Co., Ltd. | 94,913,050.05 | 9,457,528.12 | 85,455,521.93 | Related to assets | |||
| Special subsidies for industrial development – Hunan Chongqing Beer Guoren Co., Ltd. | 9,979,771.45 | 6,936,000.00 | 1,728,106.23 | 15,187,665.22 | Related to assets | ||
| Subsidies for equipment investments – Carlsberg Brewery (Anhui) Co., Ltd. | 8,103,038.91 | 665,493.16 | 7,437,545.75 | Related to assets | |||
| Special subsidies for canning projects – Carlsberg Tianmuhu Brewery (Jiangsu) Co., Ltd. | 7,779,924.73 | 707,103.28 | 7,072,821.45 | Related to assets | |||
| Compensation for relocation and construction of production sites – Carlsberg Brewery (Anhui) Co., Ltd. | 5,676,666.43 | 1,820,000.04 | 3,856,666.39 | Related to assets | |||
| Subsidies for relocation and reconstruction – Chongqing Brewery Co., Ltd. Sixth Factory | 4,212,000.00 | 1,512,000.00 | 2,700,000.00 | Related to assets | |||
| Special subsidies for sewage treatment – Carlsberg Chongqing Brewery Co., Ltd. Shizhu Branch | 2,220,000.00 | 518,000.00 | 1,702,000.00 | Related to assets | |||
| Subsidies for key energy conservation and pollution control projects in Tacheng Prefecture – Xinjiang Wusu Brewery Co., Ltd. | 1,456,741.35 | 432,475.67 | 1,024,265.68 | Related to assets | |||
| Government subsidies | 12,840,000.00 | 757,874.09 | 12,082,125.91 | Related to |
| Items | Opening balance | Increase | Amount included into non-operating income | Amount included into other income | Other movements | Closing balance | Related to assets/ income |
| for canning line of Yibin Xuzhou Chuangyi Industrial Investment Co., Ltd. – Chongqing Beer Yibin Co., Ltd. | assets | ||||||
| The first batch of subsidies for industrial technical transformation in Chongqing Liang Jiang New Area – Carlsberg Chongqing Brewery Co., Ltd. | 3,720,000.00 | 69,232.87 | 3,650,767.13 | Related to assets | |||
| Subsidies for retrofit of boiler burners – Carlsberg Brewery (Jiangsu) Co., Ltd. | 2,780,000.00 | 133,597.80 | 2,646,402.20 | Related to assets | |||
| Special funds for the development of advanced manufacturing industries at the municipal level in Yancheng City – Carlsberg Brewery (Jiangsu) Co., Ltd. | 1,953,000.00 | 66,802.90 | 1,886,197.10 | Related to assets | |||
| Other subsidies | 12,820,012.46 | 1,811,700.00 | 3,374,049.81 | 11,257,662.65 | Related to assets | ||
| Subtotal | 254,683,905.82 | 30,040,700.00 | 28,112,910.68 | 256,611,695.14 |
Other remarks
√ Applicable □ Not Applicable
Please refer to item VII 84 of this section for details on government grants included in profit or loss.
52. Other non-current liabilities
□ Applicable √ Not Applicable
53. Share capital
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Opening balance | Movements | Closing balance | |||||
| Issue of new shares | Bonus shares | Reserve transferred to shares | Others | Subtotal | |||
| Total shares | 483,971,198.00 | 483,971,198.00 | |||||
Other remarksNone.
54. Other equity instruments
(1) Basic information of other financial instruments such as preferred shares or perpetual bonds outstandingas of the balance sheet date
□ Applicable √ Not Applicable
(2) Current period movements of financial instruments such as preferred shares or perpetual bondsoutstanding at the balance sheet date
□ Applicable √ Not Applicable
Current period movements and reasons for the movements, and basis for relevant accounting treatments
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
55. Capital reserve
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Opening balance | Increase | Decrease | Closing balance |
| Share/capital premium | ||||
| Other capital reserve | 2,075,145.00 | 5,652,955.00 | 7,728,100.00 | |
| Total | 2,075,145.00 | 5,652,955.00 | 7,728,100.00 |
Other remarks on current period movements and reasons for the movements etc.Increase in the current year was due to the recognition of equity incentives offered by Carlsberg Group to seniormanagement free of charge.
56. Treasury shares
□ Applicable √ Not Applicable
57. Other comprehensive income (OCI)
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Opening balance | Current period cumulative | Closing balance | |||||
| Pre-tax amount occurred for the current period | Less: OCI previously recognized but transferred to profit or loss in the current period | Less: OCI previously recognized but transferred to retained earnings in the current period | Less: Income tax expenses | Attributable to parent company after tax | Attributable to non-controlling shareholders after tax | |||
| I. Items not to be reclassified subsequently to profit or loss | -13,838,109.84 | -1,769,048.05 | -2,766,643.94 | -179,586.53 | 1,177,182.42 | -14,017,696.37 | ||
| Including: Remeasurements of the defined benefit plan | -18,547,042.80 | -2,862,000.00 | -3,039,881.93 | -601,083.45 | 778,965.38 | -19,148,126.25 | ||
| OCI not to be transferred to profit or loss under equity method | ||||||||
| Changes in fair value of other equity instrument investments | 4,708,932.96 | 1,092,951.95 | 273,237.99 | 421,496.92 | 398,217.04 | 5,130,429.88 | ||
| Changes in fair value of the Company’s own credit risk | ||||||||
| II. Items to be reclassified subsequently to profit or loss | 1,213,019.84 | 275,647.87 | 474,775.84 | 462,596.13 | 474,775.84 | |||
| Including: OCI to be transferred to profit or loss under equity method | ||||||||
| Changes in fair value of other debt investments | ||||||||
| OCI arising from financial assets reclassification | ||||||||
| Provision for credit impairment loss of other debt investments | ||||||||
| Cash flow hedging reserves | 1,213,019.84 | 275,647.87 | 474,775.84 | 462,596.13 | 474,775.84 | |||
| Translation reserves | ||||||||
| Total | -13,838,109.84 | -556,028.21 | -2,490,996.07 | 295,189.31 | 1,639,778.55 | -13,542,920.53 | ||
Other remarks on reconciliation of the effective portion of gains and losses on cash flow hedging into the initiallyrecognized amount of the hedged items, etc.None.
58. Special reserve
□ Applicable √ Not Applicable
59. Surplus reserve
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Opening balance | Increase | Decrease | Closing balance |
| Statutory surplus reserve | 241,985,599.00 | 241,985,599.00 | ||
| Discretionary surplus reserve | ||||
| Reserve fund | ||||
| Enterprise development fund | ||||
| Others | ||||
| Total | 241,985,599.00 | 241,985,599.00 |
Remarks on surplus reserve, including current period movements and reasons for the movementsNone.
60. Undistributed profit
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Balance before adjustment at the end of preceding period | 1,040,351,272.07 | -125,892,143.84 |
| Add: Increase due to adjustment (or less: decrease) | ||
| Opening balance after adjustment | 1,040,351,272.07 | -125,892,143.84 |
| Add: Net profit attributable to shareholders of the parent company | 1,263,604,930.09 | 1,166,243,415.91 |
| Less: Appropriation of statutory surplus reserve | ||
| Appropriation of discretionary surplus reserve | ||
| Appropriation of general risk reserve | ||
| Dividend payable on ordinary shares | 967,942,396.00 | |
| Dividend on ordinary share converted to share capital | ||
| Closing balance | 1,336,013,806.16 | 1,040,351,272.07 |
61. Operating revenue and operating cost
(1) Details
√ Applicable □ Not Applicable
1) Details
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative | ||
| Revenue | Cost | Revenue | Cost | |
| Main operations | 13,696,216,606.60 | 6,702,990,258.86 | 12,835,328,224.79 | 6,243,949,359.48 |
| Other operations | 342,823,932.85 | 249,438,735.05 | 283,982,463.51 | 192,408,868.11 |
| Total | 14,039,040,539.45 | 6,952,428,993.91 | 13,119,310,688.30 | 6,436,358,227.59 |
| Including: Revenue from contracts with customers | 14,039,040,539.45 | 6,952,428,993.91 | 13,119,310,688.30 | 6,436,358,227.59 |
2) Details of the top 5 debtors with largest balances
| Debtors | Operating revenue | % to total |
| Customer 1 | 143,572,480.25 | 1.02 |
| Customer 2 | 135,897,893.72 | 0.97 |
| Customer 3 | 125,545,391.33 | 0.89 |
| Customer 4 | 122,549,857.80 | 0.87 |
| Customer 5 | 110,227,439.36 | 0.79 |
| Subtotal | 637,793,062.46 | 4.54 |
3) Breakdown of revenue
(a) Breakdown of revenue from contracts with customers by goods or services
| Items | Current period cumulative | Preceding period comparative | ||
| Revenue | Cost | Revenue | Cost | |
| Beer | 13,696,216,606.60 | 6,702,990,258.86 | 12,835,328,224.79 | 6,243,949,359.48 |
| Sale of packages, waste materials, etc. | 342,823,932.85 | 249,438,735.05 | 283,982,463.51 | 192,408,868.11 |
| Subtotal | 14,039,040,539.45 | 6,952,428,993.91 | 13,119,310,688.30 | 6,436,358,227.59 |
(b) Breakdown of revenue from contracts with customers by operating regionsPlease refer to item XVI 6 of this section for details.(c) Breakdown of revenue from contracts with customers by time of transferring goods or rendering services
| Items | Current period cumulative | Preceding period comparative |
| Recognized at a point in time | 14,039,040,539.45 | 13,119,310,688.30 |
| Subtotal | 14,039,040,539.45 | 13,119,310,688.30 |
(2) Details of revenue from contracts
□ Applicable √ Not Applicable
Remarks on revenue from contracts
□ Applicable √ Not Applicable
(3) Remarks on performance obligation
□ Applicable √ Not Applicable
(4) Remarks on transaction price allocated to the remaining performance obligations
□ Applicable √ Not Applicable
Other remarksNone.
62. Taxes and surcharges
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Consumption tax | 688,784,854.98 | 672,943,471.94 |
| Business tax | ||
| Urban maintenance and construction tax | 100,780,231.87 | 95,889,678.04 |
| Education surcharge | 77,533,745.75 | 73,213,504.82 |
| Resources tax | ||
| Property tax | 19,376,483.61 | 18,211,683.26 |
| Land use tax | 20,351,805.44 | 19,453,314.65 |
| Vehicle and vessel use tax | ||
| Stamp duty | 11,906,396.07 | 10,058,239.32 |
| Others | 2,124,772.60 | 2,289,925.65 |
| Total | 920,858,290.32 | 892,059,817.68 |
Other remarksNone.
63. Selling expenses
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Advertisement and marketing expenses | 1,133,302,573.74 | 1,057,800,129.44 |
| Employee benefits | 725,946,110.37 | 725,297,746.38 |
| Trademark licensing expenses | 216,678,340.71 | 206,246,268.68 |
| Travelling expenses | 60,294,791.93 | 63,497,707.42 |
| Depreciation | 47,135,522.24 | 40,075,065.10 |
| Rental expenses | 26,917,139.50 | 17,153,270.75 |
| Depreciation of right-of-use assets | 19,475,000.00 | 17,122,000.00 |
| Amortization of intangible assets | 17,959,828.76 | 9,596,774.09 |
| Others | 78,507,919.95 | 76,105,699.40 |
| Total | 2,326,217,227.20 | 2,212,894,661.26 |
Other remarksNone.
64. Administrative expenses
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Employee benefits | 258,726,828.28 | 239,233,635.37 |
| Office expenses and intermediary service expenses | 97,126,555.74 | 131,436,004.90 |
| IT-related expenses | 55,075,964.45 | 32,871,429.47 |
| Amortization of intangible assets | 25,339,748.16 | 20,107,555.83 |
| Depreciation expenses | 17,070,233.80 | 15,512,008.46 |
| Security and fire prevention expenses | 9,753,934.63 | 10,199,451.50 |
| Depreciation of right-of-use assets | 9,722,351.86 | 4,561,000.00 |
| Pollution discharge fees | 8,560,050.43 | 8,002,665.31 |
| Travelling expenses | 6,833,691.74 | 13,783,572.33 |
| Share-based payments | 6,701,520.00 | 5,825,704.81 |
| Water and electricity expenses | 4,941,871.28 | 3,822,258.23 |
| Others | 34,717,598.56 | 31,521,858.74 |
| Total | 534,570,348.93 | 516,877,144.95 |
Other remarksNone.
65. R&D expenses
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Employee benefits | 53,300,332.47 | 71,824,082.90 |
| Raw materials and revolving materials used | 25,842,587.49 | 41,033,310.74 |
| Power expenses | 19,579,951.98 | 28,620,167.99 |
| Depreciation expenses | 9,119,195.96 | 12,007,674.07 |
| Other expenses | 2,905,868.16 | 9,666,048.90 |
| Total | 110,747,936.06 | 163,151,284.60 |
Other remarksNone.
66. Financial expenses
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Interest expenses | 3,696,843.83 | 14,186,774.78 |
| Less: Interest income | 65,718,589.46 | 36,050,785.69 |
| Exchange gain or loss | 275,744.53 | -88,519.77 |
| Handling charges | 691,152.32 | 408,686.43 |
| Others [Note] | 4,952,000.00 | 5,663,000.00 |
| Total | -56,102,848.78 | -15,880,844.25 |
Other remarksNote: It refers to interest expenses on net defined benefit liabilities of 4,733,000.00 yuan and interest expenses onnet long-term employee benefits liabilities of 219,000.00 yuan.
67. Other income
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Government grants related to assets [Note] | 28,112,910.68 | 26,018,705.97 |
| Government grants related to income [Note] | 28,061,036.73 | 23,822,710.86 |
| Refund of handling fees for withholding individual income tax | 1,458,135.41 | 1,228,637.45 |
| Total | 57,632,082.82 | 51,070,054.28 |
Other remarksPlease refer to item VII 84 of this section for details on government grants included in other income.
68. Investment income
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Investment income from long-term equity investments under equity method | 56,279,080.37 | 43,299,933.71 |
| Investment income from disposal of long-term equity investments | ||
| Investment income from held-for-trading financial assets | ||
| Dividend income from other equity instrument investments | 344,606.28 | 402,040.66 |
| Interest income from debt investments | ||
| Interest income from other debt investments | ||
| Investment income from disposal of held-for-trading financial assets | 11,322,859.61 | 14,402,576.09 |
| Investment income from disposal of other equity instrument investments | ||
| Investment income from disposal of debt investments | ||
| Investment income from disposal of other debt investments | ||
| Income from debt restructuring | ||
| Total | 67,946,546.26 | 58,104,550.46 |
Other remarks
(1) Investment income from long-term equity investments under equity method
| Investees | Current period cumulative | Preceding period comparative |
| Chongqing Jiawei Beer Co., Ltd. | 56,279,080.37 | 43,299,933.71 |
| Subtotal | 56,279,080.37 | 43,299,933.71 |
(2) There are no significant restrictions on remittance of investments.
69. Gains on net exposure to hedging risk
□ Applicable √ Not Applicable
70. Gains on changes in fair value
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Held-for-trading financial assets | 1,088,888.89 | |
| Including: Gains on changes in fair value of derivative financial instruments | ||
| Including: Gains on changes in fair value of financial assets classified as at fair value through profit or loss | 1,088,888.89 | |
| Held-for-trading financial liabilities | ||
| Investment property at fair value | ||
| Total | 1,088,888.89 |
Other remarksNone.
71. Credit impairment loss
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Impairment loss of debt investments | ||
| Impairment loss of other debt investments | ||
| Bad debts of long-term receivables | ||
| Impairment loss of contract assets | ||
| Bad debts | 2,461,066.24 | 850,058.41 |
| Total | 2,461,066.24 | 850,058.41 |
Other remarksNone.
72. Assets impairment loss
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| I. Bad debts | ||
| II. Inventory write-down loss and | -78,848,619.27 | -74,796,238.85 |
| impairment loss of cost to fulfill a contract | ||
| III. Impairment loss of long-term equity investments | ||
| IV. Impairment loss of investment property | ||
| V. Impairment loss of fixed assets | -2,082,570.02 | -4,464,514.73 |
| VI. Impairment loss of construction materials | ||
| VII. Impairment loss of construction in progress | ||
| VIII. Impairment loss of productive biological assets | ||
| IX. Impairment loss of oil and gas assets | ||
| X. Impairment loss of intangible assets | -459,733.59 | |
| XI. Impairment loss of goodwill | ||
| XII. Others | ||
| Total | -81,390,922.88 | -79,260,753.58 |
Other remarksNone.
73. Gains on asset disposal
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Gains on asset disposal | 1,996,546.49 | 1,835,601.88 |
| Total | 1,996,546.49 | 1,835,601.88 |
Other remarksNone.
74. Non-operating income
Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative | Amount included in non-recurring profit or loss |
| Gains on disposal of non-current assets | 1,735,091.73 | 1,756,146.51 | 1,735,091.73 |
| Including: Gains on disposal of fixed assets | 1,735,091.73 | 1,756,146.51 | 1,735,091.73 |
| Gains on disposal of intangible assets | |||
| Gains on exchange of non-cash assets | |||
| Receiving of donations | |||
| Government grants | |||
| Others | 5,413,038.35 | 6,742,167.81 | 5,413,038.35 |
| Total | 7,148,130.08 | 8,498,314.32 | 7,148,130.08 |
Government grants included in profit or loss
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
75. Non-operating expenses
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative | Amount included in non-recurring profit or loss |
| Losses on disposal of non-current assets | 6,417,735.09 | 13,343,139.74 | 6,417,735.09 |
| Including: Losses on disposal of fixed assets | 6,417,735.09 | 13,343,139.74 | 6,417,735.09 |
| Losses on disposal of intangible assets | |||
| Losses on exchange of non-cash assets | |||
| Donation expenses | 500,000.00 | 1,289,648.91 | 500,000.00 |
| Others | 417,484.88 | 324,307.65 | 417,484.88 |
| Total | 7,335,219.97 | 14,957,096.30 | 7,335,219.97 |
Other remarksNone.
76. Income tax expenses
(1) Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Current period income tax expenses | 391,764,876.06 | 749,065,499.32 |
| Deferred income tax expenses | 320,114,303.36 | -207,141,680.77 |
| Total | 711,879,179.42 | 541,923,818.55 |
(2) Reconciliation of accounting profit to income tax expenses
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative |
| Profit before tax | 3,298,778,820.85 |
| Income tax expenses based on statutory/applicable tax rate | 824,694,705.21 |
| Effect of different tax rate applicable to subsidiaries | -187,719,508.51 |
| Effect of prior income tax reconciliation | 4,927,674.04 |
| Effect of non-taxable income | -14,155,921.66 |
| Effect of non-deductible costs, expenses and losses | 4,432,374.65 |
| Effect of utilization of deductible losses not previously recognized as deferred tax assets | -2,333,500.35 |
| Effect of deducible temporary differences or deductible losses not recognized as deferred tax assets in the current period | 63,901,985.49 |
| Effect of recognition of temporary difference or deductible losses not previously recognized as deferred tax assets | -6,577,121.38 |
| Extra deduction of R&D expenses | -23,140,217.65 |
| Effect of tax rate change on income tax expenses at the beginning of the current period | 47,848,709.58 |
| Income tax expenses | 711,879,179.42 |
Other remarks
□ Applicable √ Not Applicable
77. Other comprehensive income
√ Applicable □ Not Applicable
Please refer to item VII 57 of this section for details on other comprehensive income, net of income tax.
78. Notes to items of the cash flow statement
(1) Other cash receipts related to operating activities
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Cash receipts from security deposits | 901,054,848.48 | 465,657,551.36 |
| Cash receipts from deposits for packaging | 287,427,527.49 | 189,286,058.05 |
| Recovery of frozen funds [Note] | 188,649,190.60 | |
| Cash receipts from government grants, refund of handling fees for withholding individual income tax, etc. | 59,559,872.14 | 39,813,120.31 |
| Cash receipts from interest income | 65,461,700.04 | 38,001,722.62 |
| Recovery of balances paid on behalf of Chongqing Jiawei Beer Co., Ltd. | 7,658,311.54 | |
| Others | 27,290,217.69 | 31,065,673.05 |
| Total | 1,529,443,356.44 | 771,482,436.93 |
Remarks on other cash receipts related to operating activities:
Note: It includes frozen funds of 186,476,348.17 yuan. Chongqing Jiawei Beer Co., Ltd. filed a lawsuit against theCompany for disputes over exclusive sales agreements with a claim amount of 822.15 million yuan. In May 2022,Chongqing Jiawei Beer Co., Ltd. applied to Chongqing First Intermediate People’s Court to withdraw the lawsuit.The Company received the “Civil Verdict” numbered (2020) Yu 01 Min Chu 988 from Chongqing First IntermediatePeople’s Court on June 10, 2022, and recovered the frozen funds in the case.
(2) Other cash payments related to operating activities
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Cash payments for advertising and marketing expenses | 1,220,453,332.37 | 1,177,469,311.69 |
| Cash payments for trademark licensing fees | 210,352,345.55 | 202,753,682.80 |
| Cash payments for office expenses and other service fees | 163,966,792.66 | 160,354,966.08 |
| Cash payments for business travelling expenses | 66,448,364.12 | 77,442,370.69 |
| Cash payments for service fees of external warehouses | 18,228,836.96 | 18,266,373.22 |
| Cash payments for leases | 14,518,941.78 | 14,701,914.18 |
| Others | 55,172,116.95 | 49,804,098.12 |
| Total | 1,749,140,730.39 | 1,700,792,716.78 |
Remarks on other cash payments related to operating activities:
None.
(3) Other cash receipts related to investing activities
□ Applicable √ Not Applicable
(4) Other cash payments related to investing activities
□ Applicable √ Not Applicable
(5) Other cash receipts related to financing activities
□ Applicable √ Not Applicable
(6) Other cash payments related to financing activities
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Cash payments for lease liabilities | 33,725,924.40 | 23,923,000.00 |
| Repayment of borrowings from Guangzhou Carlsberg Consultancy and Management Services Co., Ltd. | 242,900,000.00 | |
| Total | 33,725,924.40 | 266,823,000.00 |
Remarks on other cash payments related to financing activities:
None.
79. Supplementary information to the cash flow statement
(1) Supplementary information to the cash flow statement
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Supplementary information | Current period cumulative | Preceding period comparative |
| 1．Reconciliation of net profit to cash flows from operating activities: | ||
| Net profit | 2,586,899,641.43 | 2,399,156,196.28 |
| Add: Provision for assets impairment | 81,390,922.88 | 79,260,753.58 |
| Provision for credit impairment loss | -2,461,066.24 | -850,058.41 |
| Depreciation of fixed assets, oil and gas assets, productive biological assets | 414,016,254.67 | 383,388,734.84 |
| Amortization of right-of-use assets | 31,609,351.86 | 23,923,000.00 |
| Amortization of intangible assets | 58,784,718.50 | 44,515,699.29 |
| Amortization of long-term prepayments | ||
| Losses on disposal of fixed assets, intangible assets and other long-term assets (Less: gains) | -1,996,546.49 | -1,835,601.88 |
| Fixed assets retirement loss (Less: gains) | 4,682,643.36 | 11,586,993.23 |
| Losses on changes in fair value (Less: gains) | -1,088,888.89 | |
| Financial expenses (Less: gains) | 3,696,843.83 | 14,186,774.78 |
| Investment losses (Less: gains) | -67,946,546.26 | -58,104,550.46 |
| Decrease of deferred tax assets (Less: increase) | 329,903,289.49 | -221,548,732.39 |
| Increase of deferred tax liabilities (Less: decrease) | -12,828,868.06 | 18,148,358.35 |
| Decrease of inventories (Less: increase) | -453,832,389.49 | -634,848,749.82 |
| Decrease of operating receivables (Less: increase) | 23,260,578.28 | -125,138,355.65 |
| Increase of operating payables (Less: decrease) | 757,469,430.78 | 1,634,035,540.55 |
| Supplementary information | Current period cumulative | Preceding period comparative |
| Others | ||
| Net cash flows from operating activities | 3,752,648,258.54 | 3,564,787,113.40 |
| 2．Significant investing and financing activities not related to cash receipts and payments: | ||
| Conversion of debt into capital | ||
| Convertible bonds due within one year | ||
| Fixed assets leased in under finance leases | ||
| 3．Net changes in cash and cash equivalents: | ||
| Cash at the end of the period | 3,396,809,241.14 | 2,165,733,418.37 |
| Less: Cash at the beginning of the period | 2,165,733,418.37 | 1,766,375,444.44 |
| Add: Cash equivalents at the end of the period | ||
| Less: Cash equivalents at the beginning of the period | ||
| Net increase of cash and cash equivalents | 1,231,075,822.77 | 399,357,973.93 |
(2) Net cash payments for the acquisition of subsidiaries
□ Applicable √ Not Applicable
(3) Net cash receipts from the disposal of subsidiaries
□ Applicable √ Not Applicable
(4) Composition of cash and cash equivalents
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| I. Cash | 3,396,809,241.14 | 2,165,733,418.37 |
| Including: Cash on hand | ||
| Cash in bank on demand for payment | 3,396,809,241.14 | 2,165,733,418.37 |
| Other cash and bank balances on demand for payment | ||
| Central bank deposit on demand for payment | ||
| Deposit in other banks | ||
| Loans to other banks | ||
| II. Cash equivalents | ||
| Including: Bond investments maturing within three months | ||
| III. Cash and cash equivalents at the end of the period | 3,396,809,241.14 | 2,165,733,418.37 |
| Including: Cash and cash equivalents of parent company or subsidiaries with use restrictions |
Other remarks:
√ Applicable □ Not Applicable
1. Cash receipts from withdrawal of investments
| Items | Current period cumulative | Preceding period comparative |
| Structured deposits | 1,512,411,748.50 | 1,514,402,576.10 |
| Total | 1,512,411,748.50 | 1,514,402,576.10 |
2. Cash payments for investments
| Items | Current period cumulative | Preceding period comparative |
| Structured deposits | 1,000,000,000.00 | 2,000,000,000.00 |
| Total | 1,000,000,000.00 | 2,000,000,000.00 |
80. Notes to items of statement of changes in equity
Remarks on “Others” with balances at the end of prior year adjusted and the adjusted amount:
□ Applicable √ Not Applicable
81. Assets with title or use right restrictions
□ Applicable √ Not Applicable
82. Monetary items in foreign currencies
(1) Monetary items in foreign currencies
□ Applicable √ Not Applicable
(2) Remarks on overseas operations. For significant overseas operating entities, their main operating places,functional currencies and adoption basis shall be disclosed. Reasons for any changes in functionalcurrency shall also be disclosed.
□ Applicable √ Not Applicable
83. Hedging
√ Applicable □ Not Applicable
Qualitative and quantitative information of hedging items disclosed by hedging categories, related hedginginstruments and hedged risks
(1) Overview of cash flow hedges
The purchase price of aluminum, one of the significant packaging materials for beer production, has fluctuatedconsiderably due to the influence of macroeconomy in recent years. In order to ensure the relative stability of productcosts and achieve stable operation, the Company analyzed the expected aluminum purchase transactions, based onwhich the Company carried out hedges by futures, options, swaps and other derivative instruments. The Companyformulated the “Management System for Hedges” to regulate approval authority, operation process, risk control andother aspects of hedges.
(2) Qualitative analysis on cash flow hedges
The approval procedures of hedges carried out by the Company using self-owned funds comply with relevantnational laws and regulations, and regulations of the “Management System for Hedges”. Hedges operated to avoidfluctuations in price of aluminum were conductive to controlling business risks and improving the Company’scapability to withstand the fluctuations in the market.
(3) Quantitative analysis on cash flow hedges
| Categories | Hedging instruments | Hedged risks | Hedge effectiveness | |
| Current period cumulative | Accumulated amount at the end of the period (hedging reserve) | |||
| Cash flow hedges | Commodity swaps | Fluctuation in price of aluminum | 1,213,019.84 | 1,213,019.84 |
84. Government grants
(1) Basic information of government grants
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Categories | Amount | Presented under | Amount included into profit or loss |
| Government grants related to assets | 256,611,695.14 | Deferred income | 28,112,910.68 |
| Government grants related to income | 28,061,036.73 | Other income | 28,061,036.73 |
(2) Return of government grants
□ Applicable √ Not Applicable
Other remarks:
(a) Government grants related to assetsGross method
| Items | Opening balance of deferred income | Increase | Amortization | Closing balance of deferred income | Amortization presented under | Remarks |
| Compensation for factory relocation and resettlement in Dali City – Carlsberg (China) Breweries and Trading Co., Ltd. | 107,522,700.44 | 6,870,646.71 | 100,652,053.73 | Other income | Related to assets | |
| Subsidies for relocation and reconstruction – Chongqing Beer Yibin Co., Ltd. | 94,913,050.05 | 9,457,528.12 | 85,455,521.93 | Other income | Related to assets | |
| Special subsidies for industrial development – Hunan Chongqing Beer Guoren Co., Ltd. | 9,979,771.45 | 6,936,000.00 | 1,728,106.23 | 15,187,665.22 | Other income | Related to assets |
| Subsidies for equipment investments – Carlsberg Brewery (Anhui) Co., Ltd. | 8,103,038.91 | 665,493.16 | 7,437,545.75 | Other income | Related to assets | |
| Special subsidies for canning projects – Carlsberg Tianmuhu Brewery (Jiangsu) Co., Ltd. | 7,779,924.73 | 707,103.28 | 7,072,821.45 | Other income | Related to assets | |
| Compensation for relocation and construction of production sites – Carlsberg Brewery (Anhui) Co., Ltd. | 5,676,666.43 | 1,820,000.04 | 3,856,666.39 | Other income | Related to assets |
| Items | Opening balance of deferred income | Increase | Amortization | Closing balance of deferred income | Amortization presented under | Remarks |
| Subsidies for relocation and reconstruction – Chongqing Brewery Co., Ltd. Sixth Factory | 4,212,000.00 | 1,512,000.00 | 2,700,000.00 | Other income | Related to assets | |
| Special subsidies for sewage treatment – Carlsberg Chongqing Brewery Co., Ltd. Shizhu Branch | 2,220,000.00 | 518,000.00 | 1,702,000.00 | Other income | Related to assets | |
| Subsidies for key energy conservation and pollution control projects in Tacheng Prefecture – Xinjiang Wusu Brewery Co., Ltd. | 1,456,741.35 | 432,475.67 | 1,024,265.68 | Other income | Related to assets | |
| Government subsidies for canning line of Yibin Xuzhou Chuangyi Industrial Investment Co., Ltd. – Chongqing Beer Yibin Co., Ltd. | 12,840,000.00 | 757,874.09 | 12,082,125.91 | Other income | Related to assets | |
| The first batch of subsidies for industrial technical transformation in Chongqing Liang Jiang New Area – Carlsberg Chongqing Brewery Co., Ltd. | 3,720,000.00 | 69,232.87 | 3,650,767.13 | Other income | Related to assets | |
| Subsidies for retrofit of boiler burners – Carlsberg Brewery (Jiangsu) Co., Ltd. | 2,780,000.00 | 133,597.80 | 2,646,402.20 | Other income | Related to assets | |
| Special funds for the development of advanced manufacturing industries at the municipal level in Yancheng City – Carlsberg Brewery (Jiangsu) Co., Ltd. | 1,953,000.00 | 66,802.90 | 1,886,197.10 | Other income | Related to assets | |
| Other subsidies | 12,820,012.46 | 1,811,700.00 | 3,374,049.81 | 11,257,662.65 | Other income | Related to assets |
| Subtotal | 254,683,905.82 | 30,040,700.00 | 28,112,910.68 | 256,611,695.14 | Other income | Related to assets |
(b) Government grants related to income and used to compensate incurred relevant costs, expenses or losses
| Items | Amount | Presented under | Remarks |
| The first batch of industrial supporting funds of 2021 from Finance Bureau of Huangpu District, Shanghai | 6,300,000.00 | Other income | Related to income |
| Awards for steady growth of industrial economy of 2021 from Management Committee of Dali Economic and Technological Development Zone | 5,000,000.00 | Other income | Related to income |
| Special funds for the development of small and medium-sized enterprises “digitization, cyberization and intellectualization” transformation pilot demonstration projects of 2021 from Department of Industry and Information Technology of Yunnan Province | 2,000,000.00 | Other income | Related to income |
| Awards for top 10 green food enterprises in Yunnan Province of 2022 from Department of Industry | 2,000,000.00 | Other income | Related to income |
| Items | Amount | Presented under | Remarks |
| and Information Technology of Yunnan Province | |||
| Awards for top 30 enterprises with comprehensive strength in Tianchang City | 1,861,000.00 | Other income | Related to income |
| Comprehensive contribution awards for commerce and trade enterprises in Chengdu City of 2022 | 1,208,400.00 | Other income | Related to income |
| Other subsidies | 9,691,636.73 | Other income | Related to income |
| Subtotal | 28,061,036.73 |
(c) Amount of government grants included into profit or loss in the current period is 56,173,947.41 yuan.
85. Others
□ Applicable √ Not Applicable
VIII. Changes in the consolidation scope
1. Business combination not under common control
□ Applicable √ Not Applicable
2. Business combination under common control
□ Applicable √ Not Applicable
3. Reverse purchase
□ Applicable √ Not Applicable
4. Disposal of subsidiaries
One-time disposal leading to loss of control over a subsidiary
□ Applicable √ Not Applicable
Other remarks:
□ Applicable √ Not Applicable
5. Changes in the consolidation scope due to other reasons
Remarks on changes in the consolidation scope due to other reasons (e.g. establishment/liquidation of subsidiaries,etc.) and relevant conditions:
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Companies | Equity acquisition method | Equity acquisition date | Capital contribution | Capital contribution proportion |
| Carlsberg Brewery (Foshan) Co., Ltd. | Investment and establishment | 1/19/2022 | 10,000,000.00 | 100.00% |
| Xinjiang Wusu Beer Trading Co., Ltd. | Investment and establishment | 1/11/2022 | 30,000,000.00 | 100.00% |
6. Others
□ Applicable √ Not Applicable
IX. Interest in other entities
1. Interest in subsidiaries
(1) Composition of the group
√ Applicable □ Not Applicable
| Subsidiaries | Main operating place | Place of registration | Business nature | Holding proportion (%) | Acquisition method | |
| Direct | Indirect | |||||
| Carlsberg Chongqing Brewery Co., Ltd. [Note 1] | Yubei District, Chongqing City | Yubei District, Chongqing City | Beer industry | 51.42 | Business combination not under common control | |
| Hunan Chongqing Beer Guoren Co., Ltd. [Note 2] | Economic Development Zone, Lixian, Hunan | Economic Development Zone, Lixian, Hunan | Beer industry | Investment and establishment | ||
| Chongqing Beer Panzhihua Co., Ltd. [Note 2] | Heshiba, Panzhihua City | Heshiba, Panzhihua City | Beer industry | Business combination under common control | ||
| Chongqing Beer Group Chengdu Boke Beer Co., Ltd. [Note 2] | Huashi Village, Deyuan Town, Pidu District, Chengdu City | Huashi Village, Deyuan Town, Pidu District, Chengdu City | Beer industry | Business combination not under common control | ||
| Chongqing Beer Yibin Co., Ltd. [Note 2] | Shao’e Street, Baixi Town, Yibin County, Yibin City | Shao’e Street, Baixi Town, Yibin County, Yibin City | Beer industry | Business combination not under common control | ||
| Chongqing Beer Xichang Co., Ltd. [Note 3] | Anning Town, Xichang City | Anning Town, Xichang City | Beer industry | Investment and establishment | ||
| Carlsberg Beer Enterprise Management (Chongqing) Co., Ltd. [Note 2] | Chongqing City | Chongqing City | Beer industry | Business combination under common control | ||
| Kunming Huashi Brewery Co., Ltd. [Note 2] | Kunming City, Yunnan Province | Kunming City, Yunnan Province | Beer industry | Business combination under common control | ||
| Carlsberg (China) Breweries and Trading Co., Ltd. [Note 2] | Dali City, Dali Bai Autonomous Prefecture, Yunnan Province | Dali City, Dali Bai Autonomous Prefecture, Yunnan Province | Beer industry | Business combination under common control | ||
| Xinjiang Wusu Brewery Co., Ltd. [Note 2] | Urumqi, Xinjiang | Urumqi, Xinjiang | Beer industry | Business combination under common control | ||
| Carlsberg Brewery (Guangdong) Co., Ltd. [Note 2] | Huizhou City, Guangdong Province | Huizhou City, Guangdong Province | Beer industry | Business combination under common control | ||
| Ningxia Xixia Jianiang Brewery Co., Ltd. [Note 2] | Yinchuan City | Yinchuan City | Beer industry | Business combination under common | ||
| Subsidiaries | Main operating place | Place of registration | Business nature | Holding proportion (%) | Acquisition method | |
| Direct | Indirect | |||||
| control | ||||||
| Carlsberg Tianmuhu Brewery (Jiangsu) Co., Ltd. [Note 4] | Liyang City | Liyang City | Beer industry | Business combination under common control | ||
| Carlsberg Brewery (Anhui) Co., Ltd. [Note 4] | Economic Development Zone, Tianchang City, Anhui Province | Economic Development Zone, Tianchang City, Anhui Province | Beer industry | Business combination under common control | ||
| Xinjiang Wusu Brewery (Korla) Co., Ltd. [Note 5] | Korla, Bayingolin Mongol Autonomous Prefecture, Xinjiang | Korla, Bayingolin Mongol Autonomous Prefecture, Xinjiang | Beer industry | Business combination under common control | ||
| Xinjiang Wusu Brewery (Yining) Co., Ltd. [Note 5] | Yining City, Ili Kazakh Autonomous Prefecture, Xinjiang | Yining City, Ili Kazakh Autonomous Prefecture, Xinjiang | Beer industry | Business combination under common control | ||
| Xinjiang Wusu Brewery (Aksu) Co., Ltd. [Note 5] | Aksu Prefecture, Xinjiang | Aksu Prefecture, Xinjiang | Beer industry | Business combination under common control | ||
| Xinjiang Wusu Brewery (Wusu) Co., Ltd. [Note 5] | Wusu City, Tacheng Prefecture, Xinjiang | Wusu City, Tacheng Prefecture, Xinjiang | Beer industry | Business combination under common control | ||
| Xinjiang Wusu Beer Trading Co., Ltd. [Note 5] | Urumqi, Xinjiang | Urumqi, Xinjiang | Beer industry | Investment and establishment | ||
| Carlsberg Brewery (Jiangsu) Co., Ltd. [Note 2] | Yancheng City, Jiangsu Province | Yancheng City, Jiangsu Province | Beer industry | Investment and establishment | ||
| Carlsberg Enterprise Management Consulting Co., Ltd. [Note 2] | Tianhe District, Guangzhou City | Tianhe District, Guangzhou City | Beer industry | Investment and establishment | ||
| Carlsberg Brewery (Foshan) Co., Ltd. [Note 2] | Foshan City, Guangdong Province | Foshan City, Guangdong Province | Beer industry | Investment and establishment | ||
Remarks on inconsistency between holding proportion and voting right proportion in subsidiariesNote 1: The Company and Guangzhou Carlsberg Consultancy and Management Services Co., Ltd. holds 51.42%and 48.58% of equity of Carlsberg Chongqing Brewery Co., Ltd. respectively.Note 2: The Company’s holding subsidiary Carlsberg Chongqing Brewery Co., Ltd. holds 98.75% of equity ofHunan Chongqing Beer Guoren Co., Ltd., 100.00% of equity of Chongqing Beer Panzhihua Co., Ltd., 100.00% ofequity of Chongqing Beer Group Chengdu Boke Beer Co., Ltd., 100.00% of equity of Chongqing Beer Yibin Co.,
Ltd., 100.00% of equity of Carlsberg Beer Enterprise Management (Chongqing) Co., Ltd., 100.00% of equity ofKunming Huashi Brewery Co., Ltd., 100.00% of equity of Carlsberg (China) Breweries and Trading Co., Ltd.,
100.00% of equity of Xinjiang Wusu Brewery Co., Ltd., 99.00% of equity of Carlsberg Brewery (Guangdong) Co.,Ltd., 70.00% of equity of Ningxia Xixia Jianiang Brewery Co., Ltd., 100.00% of equity of Carlsberg Brewery(Jiangsu) Co., Ltd., 100.00% of equity of Carlsberg Enterprise Management Consulting Co., Ltd. and 100.00% ofequity of Carlsberg Brewery (Foshan) Co., Ltd.Note 3: Chongqing Beer Panzhihua Co., Ltd. holds 100.00% of equity of Chongqing Beer Xichang Co., Ltd.Note 4: Carlsberg Beer Enterprise Management (Chongqing) Co., Ltd. holds 100% of equity of Carlsberg TianmuhuBrewery (Jiangsu) Co., Ltd. and 75% of equity of Carlsberg Brewery (Anhui) Co., Ltd.Note 5: Xinjiang Wusu Brewery Co., Ltd. holds 100% of equity of Xinjiang Wusu Brewery (Korla) Co., Ltd.,Xinjiang Wusu Brewery (Yining) Co., Ltd., Xinjiang Wusu Brewery (Aksu) Co., Ltd., Xinjiang Wusu Brewery(Wusu) Co., Ltd. and Xinjiang Wusu Beer Trading Co., Ltd.
Basis for the control of an investee while holding its half or less than half voting rights, and the non-control of aninvestee while holding its more than half voting rights:
None.
Basis for control of significant structured entities brought into the consolidation scope:
None.
Basis for determining an entity being acting as an agent or a principal:
None.
Other remarks:
None.
(2) Significant not wholly-owned subsidiaries
√ Applicable □ Not Applicable
Monetary unit: RMB ten thousand Yuan
| Subsidiaries | Holding proportion of non-controlling shareholders | Non-controlling shareholders’ profit or loss | Dividend declared to non-controlling shareholders | Closing balance of non-controlling interest |
| Carlsberg Chongqing Brewery Co., Ltd. | 48.58% | 1,323,294,711.34 | 1,131,817,628.96 | 1,566,866,996.50 |
Remarks on inconsistency between holding proportion and voting right proportion of non-controlling shareholdersin subsidiaries:
□ Applicable √ Not Applicable
Other remarks:
□ Applicable √ Not Applicable
(3) Main financial information of significant not wholly-owned subsidiaries
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Subsidiaries | Closing balance | Opening balance | ||||||||||
| Current assets | Non-current assets | Total assets | Current liabilities | Non-current liabilities | Total liabilities | Current assets | Non-current assets | Total assets | Current liabilities | Non-current liabilities | Total liabilities | |
| Carlsberg Chongqing Brewery Co., Ltd. | 509,469.16 | 672,102.18 | 1,181,571.34 | 826,259.35 | 50,111.77 | 876,371.12 | 438,979.66 | 656,677.51 | 1,095,657.17 | 783,299.69 | 46,302.47 | 829,602.15 |
| Subsidiaries | Current period cumulative | Preceding period comparative | ||||||
| Operating revenue | Net profit | Total comprehensive income | Cash flows from operating activities | Operating revenue | Net profit | Total comprehensive income | Cash flows from operating activities | |
| Carlsberg Chongqing Brewery Co., Ltd. | 1,403,904.05 | 267,536.02 | 267,867.71 | 380,964.24 | 1,311,931.07 | 248,267.05 | 248,639.24 | 363,374.17 |
Other remarks:
None.
(4) Significant restriction on use of the group assets and liquidation of the group liabilities
□ Applicable √ Not Applicable
(5) Financial or other support provided for structured entities brought into the consolidation scope
□ Applicable √ Not Applicable
Other remarks:
□ Applicable √ Not Applicable
2. Transactions resulting in changes in subsidiaries’ equity but without losing control
□ Applicable √ Not Applicable
3. Interest in joint ventures or associates
√ Applicable □ Not Applicable
(1) Significant joint ventures or associates
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Joint ventures or associates | Main operating place | Place of registration | Business nature | Holding proportion (%) | Accounting treatment on investments in joint ventures or associates | |
| Direct | Indirect | |||||
| Chongqing Jiawei Beer Co., Ltd. [Note] | Chongqing Jianqiao Industrial Park | Chongqing Jianqiao Industrial Park | Production and sales of beers | 33.00 | Equity method | |
Remarks on inconsistency between holding proportion and voting right proportion in joint ventures or associates:
Note: The Company’s holding subsidiary Carlsberg Chongqing Brewery Co., Ltd. holds 33.00% of equity ofChongqing Jiawei Beer Co., Ltd.
Basis for significant influence over an entity on which the Company held less than 20% voting rights or insignificantinfluence over an entity on which the Company held more than 20% voting rights:
None.
(2) Main financial information of significant joint ventures
□ Applicable √ Not Applicable
(3) Main financial information of significant associates
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Closing balance/ Current period cumulative | Opening balance/ Preceding period comparative | |
| Chongqing Jiawei Beer Co., Ltd. | Chongqing Jiawei Beer Co., Ltd. | |
| Current assets | 1,082,719,631.91 | 899,166,258.08 |
| Including: Cash and cash equivalents | 273,748,191.82 | 94,040,591.53 |
| Non-current assets | 174,783,077.23 | 181,392,172.33 |
| Total assets | 1,257,502,709.14 | 1,080,558,430.41 |
| Current liabilities | 268,511,026.17 | 273,267,286.83 |
| Non-current liabilities | 90,204,164.62 | 79,046,293.02 |
| Total liabilities | 358,715,190.79 | 352,313,579.85 |
| Non-controlling interest | ||
| Equity attributable to shareholders of parent company | 898,787,518.35 | 728,244,850.56 |
| Proportionate share in net assets | 296,599,881.05 | 240,320,800.68 |
| Adjustments | ||
| -- Goodwill | ||
| -- Unrealized profit in internal transactions | ||
| -- Others | ||
| Carrying amount of investments in associates | 296,599,881.05 | 240,320,800.68 |
| Fair value of equity investments in associates in association with quoted price | ||
| Operating revenue | 508,334,306.85 | 451,322,972.02 |
| Financial expenses | 2,554,696.04 | 7,665,090.71 |
| Income tax expenses | 29,643,912.52 | 23,836,340.09 |
| Net profit | 170,542,667.79 | 131,211,920.34 |
| Net profit of discontinued operations | ||
| Other comprehensive income | ||
| Total comprehensive income | 170,542,667.79 | 131,211,920.34 |
| Dividend received from associates in the current period | 49,639,457.72 | |
Other remarksNone.
(4) Aggregated financial information of insignificant joint ventures and associates
□ Applicable √ Not Applicable
(5) Significant restrictions on remittance of fund from joint ventures or associates to the Company
□ Applicable √ Not Applicable
(6) Excess losses incurred by joint ventures or associates
□ Applicable √ Not Applicable
(7) Unrecognized commitments related to investments in joint ventures
□ Applicable √ Not Applicable
(8) Contingent liabilities related to investments in joint ventures or associates
□ Applicable √ Not Applicable
4. Significant joint operations
□ Applicable √ Not Applicable
5. Interest in unconsolidated structured entities
Remarks on unconsolidated structured entities:
□ Applicable √ Not Applicable
6. Others
□ Applicable √ Not Applicable
X. Risks related to financial instruments
√ Applicable □ Not Applicable
In risk management, the Company aims to seek the appropriate balance between the risks and benefits from its useof financial instruments and to mitigate the adverse effects that the risks of financial instruments have on theCompany’s financial performance, so as to maximize the profits of shareholders and other equity investors. Basedon such risk management objectives, the Company’s risk management policies are established to identify andanalyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks andadherence to limits on a timely and reliable basis.The Company has exposure to the following risks from its use of financial instruments, which mainly include: creditrisk, liquidity risk, and market risk. The Management has deliberated and approved policies concerning such risks,and details are:
(I) Credit riskCredit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failingto discharge an obligation.
1. Credit risk management practice
(1) Evaluation method of credit risk
At each balance sheet date, the Company assesses whether the credit risk on a financial instrument has increasedsignificantly since initial recognition. When assessing whether the credit risk has increased significantly since initialrecognition, the Company takes into account reasonable and supportable information, which is available withoutundue cost or effort, including qualitative and quantitative analysis based on historical data, external credit risk
rating, and forward-looking information. The Company determines the changes in default risk of financialinstruments during the estimated lifetime through comparison of the default risk at the balance sheet date and theinitial recognition date, on an individual basis or a collective basis.The Company considers the credit risk on a financial instrument has increased significantly when one or more ofthe following qualitative and quantitative standards are met:
1) Quantitative standard mainly relates to the scenario in which, at the balance sheet date, the probability of defaultin the remaining lifetime has risen by more than a certain percentage compared with the initial recognition;
2) Qualitative standard mainly relates to significant adverse changes in the debtor’s operation or financial position,present or expected changes in technology, market, economy or legal environment that will have significant adverseimpact on the debtor’s repayment ability;
(2) Definition of default and credit-impaired assets
A financial instrument is defined as defaulted when one or more following events have occurred, of which thestandard is consistent with that for credit-impairment:
1) significant financial difficulty of the debtor;
2) a breach of binding clause of contract;
3) it is very likely that the debtor will enter bankruptcy or other financial reorganization;
4) the creditor of the debtor, for economic or contractual reasons relating to the debtor’s financial difficulty, havinggranted to the debtor a concession(s) that the creditor would not otherwise consider.
2. Measurement of expected credit losses
The key factors in the measurement of expected credit loss include the probability of default, loss given default, andexposure to default risk. The Company develops a model of the probability of default, loss given default, andexposure to default risk on the basis of quantitative analysis of historical data (e.g. counterparty rating, guaranteemeasures and collateral type, payment method, etc.) and forward-looking information.
3. Please refer to item VII 5 and 8 of this section for details on the reconciliation table of opening balance andclosing balance of provision for losses of financial instrument.
4. Exposure to credit risk and concentration of credit risk
The Company’s credit risk is primarily attributable to cash and bank balances and receivables. In order to controlsuch risks, the Company has taken the following measures:
(1) Cash and bank balances
The Company deposits its bank balances and other cash and bank balances in financial institutions with relativelyhigh credit levels, hence, its credit risk is relatively low.
(2) Receivables
The Company performs credit assessment on customers using credit settlement on a continuous basis. The Companyselects credible and well-reputed customers based on credit assessment result, and conducts ongoing monitoring onbalance of receivables, to avoid significant risks in bad debts.As the Company only conducts business with credible and well-reputed third parties, collateral is not required from
customers. The Company manages credit risk aggregated by customers. As of December 31, 2022, the Companyheld no collateral or other credit enhancement on balance of receivables due to the short settlement period betweenthe Company and distributors and the effective collection of payments.The maximum amount of exposure to credit risk of the Company is the carrying amount of each financial asset atthe balance sheet.(II) Liquidity riskLiquidity risk is the risk that the Company may encounter deficiency of funds in meeting obligations associatedwith cash or other financial assets settlement, which is possibly attributable to failure in selling financial assets atfair value on a timely basis, or failure in collecting liabilities from counterparties of contracts, or early redemptionof debts, or failure in achieving estimated cash flows.In order to control such risk, the Company utilizes financing tools such as credit terms with suppliers, etc. and adoptsshort-term financing methods to maintain a balance between financing sustainability and flexibility.Financial liabilities classified based on remaining time period till maturity
| Items | Closing balance | ||||
| Carrying amount | Contract amount not yet discounted | Within 1 year | 1-3 years | Over 3 years | |
| Accounts payable | 2,497,671,747.37 | 2,497,671,747.37 | 2,497,671,747.37 | ||
| Other payables | 3,490,319,176.38 | 3,490,319,176.38 | 3,490,319,176.38 | ||
| Non-current liabilities due within one year | 24,005,592.21 | 24,005,592.21 | 24,005,592.21 | ||
| Lease liabilities | 77,928,597.87 | 98,843,891.74 | 45,796,146.66 | 53,047,745.08 | |
| Subtotal | 6,089,925,113.83 | 6,110,840,407.70 | 6,011,996,515.96 | 45,796,146.66 | 53,047,745.08 |
(Continued)
| Items | December 31, 2021 | ||||
| Carrying amount | Contract amount not yet discounted | Within 1 year | 1-3 years | Over 3 years | |
| Accounts payable | 2,212,689,178.11 | 2,212,689,178.11 | 2,212,689,178.11 | ||
| Other payables | 2,971,960,641.25 | 2,971,960,641.25 | 2,971,960,641.25 | ||
| Non-current liabilities due within one year | 22,313,992.68 | 22,313,992.68 | 22,313,992.68 | ||
| Lease liabilities | 16,951,000.00 | 18,324,143.06 | 18,324,143.06 | ||
| Subtotal | 5,223,914,812.04 | 5,225,287,955.10 | 5,206,963,812.04 | 18,324,143.06 | |
(III) Market riskMarket risk is the risk that the Company may encounter fluctuation in fair value or future cash flows of financialinstruments due to changes in market price. Market risk mainly includes interest risk and foreign currency risk.
1. Interest risk
Interest risk is the risk that an enterprise may encounter fluctuation in fair value or future cash flows of financialinstruments due to changes in market interest. The Company’s fair value interest risks arise from fixed-rate financial
instruments, while the cash flow interest risks arise from floating-rate financial instruments. The Companydetermines the proportion of fixed-rate financial instruments and floating-rate financial instruments based on themarket environment, and maintains a proper financial instruments portfolio through regular review and monitoring.
2. Foreign currency risk
Foreign currency risk is the risk arising from changes in fair value or future cash flows of financial instrumentresulted from changes in exchange rate. The Company is operated in mainland China, whose main activities aredenominated in RMB, hence, the Company bears insignificant market risk arising from foreign exchange changes.
XI. Fair value disclosure
1. Details of fair value of assets and liabilities at fair value at the balance sheet date
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Fair value as at the balance sheet date | |||
| Level 1 fair value measurement | Level 2 fair value measurement | Level 3 fair value measurement | Total | |
| I. Recurring fair value measurement | ||||
| (I) Held-for-trading financial assets | 3,829,356.40 | 3,829,356.40 | ||
| 1. Financial assets measured as at fair value through profit or loss | ||||
| (1) Debt instrument investments | ||||
| (2) Equity instrument investments | ||||
| (3) Derivative financial assets | ||||
| 2. Financial assets designated as at fair value through profit or loss | ||||
| (1) Debt instrument investments | ||||
| (2) Equity instrument investments | ||||
| 3. Derivative financial assets | 3,829,356.40 | 3,829,356.40 | ||
| (II) Other debt investments | ||||
| (III) Other equity instrument investments | 14,303,331.73 | 14,303,331.73 | ||
| (IV) Investment property | ||||
| 1. Land use right held for lease | ||||
| 2. Buildings for lease | ||||
| 3. Land use right held for transfer after appreciation | ||||
| (V) Biological assets | ||||
| 1. Consumptive biological assets | ||||
| 2. Productive biological assets | ||||
| Items | Fair value as at the balance sheet date | |||
| Level 1 fair value measurement | Level 2 fair value measurement | Level 3 fair value measurement | Total | |
| Total assets at recurring fair value measurement | 3,829,356.40 | 14,303,331.73 | 18,132,688.13 | |
| (VI) Held-for-trading liabilities | 2,616,336.56 | 2,616,336.56 | ||
| 1. Financial liabilities measured as at fair value through profit or loss | ||||
| Including: Held-for-trading bonds issued | ||||
| Derivative financial liabilities | ||||
| Others | ||||
| 2. Financial liabilities designated as at fair value through profit or loss | ||||
| 3. Derivative financial liabilities | 2,616,336.56 | 2,616,336.56 | ||
| Total liabilities at recurring fair value measurement | 2,616,336.56 | 2,616,336.56 | ||
| II. Non-recurring fair value measurement | ||||
| (I) Assets held for sale | ||||
| Total assets at non-recurring fair value measurement | ||||
| Total liabilities at non-recurring fair value measurement | ||||
2. Basis for determining level 1 fair value at recurring and non-recurring fair measurement
√ Applicable □ Not Applicable
The amounts of derivative financial assets and derivative financial liabilities were determined based on the bankstatements provided by the financial institutions.
3. Qualitative and quantitative information of valuation technique(s) and key input(s) for level 2 fair value
at recurring and non-recurring fair measurement
√ Applicable □ Not Applicable
The Company took level 2 inputs as the fair value as the shares of Bank of Guizhou Co., Ltd. (“Guizhou Bank”)held by the Company cannot be publicly transferred in H-share market. The fair value per share of equity investmentin Guizhou Bank as at December 31, 2022 was measured based on the net assets per share of Guizhou Bank as atJune 30, 2022 disclosed in the latest interim report under certain discount method.
4. Qualitative and quantitative information of valuation technique(s) and key input(s) for level 3 fair valueat recurring and non-recurring fair measurement
√ Applicable □ Not Applicable
The Company’s other non-current financial assets refer to equity investments in Xinjiang Guozhiming PackagingCo., Ltd., which has been closed in previous year and was a non-public interest entity. The Management has madefull provisions for impairment on the entity in previous year due to its high going concern risk.
5. Items for level 3 recurring fair value measurement, a reconciliation from the opening balances to the
closing balances, and sensitive analysis on unobservable inputs
□ Applicable √ Not Applicable
6. Items at recurring fair value measurement with inter-level transfer, and reasons and policies fordetermining inter-level transfer time
□ Applicable √ Not Applicable
7. Changes in valuation techniques in the current period and reasons for changes
□ Applicable √ Not Applicable
8. Fair value of financial assets and liabilities not at fair value
□ Applicable √ Not Applicable
9. Others
□ Applicable √ Not Applicable
XII. Related party relationships and transactions
1. Parent company of the Company
√ Applicable □ Not Applicable
Remarks on parent company of the CompanyCarlsberg Foundation is the Company’s actual controller and controls the Company’s controlling shareholderCarlsberg Breweries A/S, which holds 42.54% and 17.46% of the Company’s equity through Carlsberg BreweryHong Kong Limited and Carlsberg Chongqing Limited respectively.The Company’s ultimate controlling party is Carlsberg Foundation.Other remarks:
None.
2. Subsidiaries of the Company
Please refer to relevant items for details on the Company’s subsidiaries.
√ Applicable □ Not Applicable
Please refer to item IX of this section on the Company’s subsidiaries.
3. Joint ventures and associates of the Company
Please refer to relevant items for details on the Company’s significant joint ventures and associates.
√ Applicable □ Not Applicable
Please refer to section IX of this section on the Company’s significant joint ventures and associates.Details of other joint ventures or associates carrying out related party transactions with the Company in the currentperiod or in preceding period but with balance in the current period are as follows:
√ Applicable □ Not Applicable
| Joint ventures or associates | Relationships with the Company |
| Chongqing Jiawei Beer Co., Ltd. | Associate |
Other remarks
□ Applicable √ Not Applicable
4. Other related parties of the Company
√ Applicable □ Not Applicable
| Related parties | Relationships with the Company |
| Guangzhou Carlsberg Consultancy and Management Services Co., Ltd. | Under common control of the Company’s ultimate controlling party |
| Carlsberg Trading (Shenzhen) Co., Ltd. | Under common control of the Company’s ultimate controlling party |
| Beijing Shouniang Golden Wheat Trading Co., Ltd. | Associate of the Company’s controlling shareholder |
| Jinbei Asia Pacific (Beijing) Catering Co., Ltd. | Associate of the Company’s controlling shareholder |
| Carlsberg Marketing Sdn Bhd | Under common control of the Company’s ultimate controlling party |
| Carlsberg Supply Company AG | Under common control of the Company’s ultimate controlling party |
| Cambrew Limited | Under common control of the Company’s ultimate controlling party |
| Carlsberg Italia S.p.A. | Under common control of the Company’s ultimate controlling party |
| Carlsberg Breweries A/S | Under common control of the Company’s ultimate controlling party |
| Carlsberg Brewery Hong Kong Limited | Under common control of the Company’s ultimate controlling party |
| Carlsberg Singapore Pte Ltd | Under common control of the Company’s ultimate controlling party |
| The Brooklyn Brewery Corp. | Under common control of the Company’s ultimate controlling party |
Other remarksNone.
5. Related party transactions
(1) Purchase and sale of goods, rendering and receiving of services
Purchase of goods and receiving of services
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Related parties | Content of transaction | Current period cumulative | Preceding period comparative |
| Chongqing Jiawei Beer Co., Ltd. | Purchase of goods [Note] | 501,780,646.32 | 445,729,419.05 |
| Beijing Shouniang Golden Wheat Trading Co., Ltd. | Purchase of goods | 141,965.77 | 109,657.64 |
| Carlsberg Supply Company AG | Purchase of goods | 70,774.58 | 3,191,513.50 |
| The Brooklyn Brewery Corp. | Purchase of goods | 417,691.74 | |
| Carlsberg Breweries A/S | Purchase of beers, materials, etc. | 113,506.35 | |
| Carlsberg Italia S.p.A. | Purchase of goods | 7,558.22 | |
| Chongqing Jiawei Beer Co., Ltd. | Purchase of materials, etc. | 116,982.08 | 46,349.76 |
| Total | 502,110,368.75 | 449,615,696.26 |
Note: Please refer to item XII 5 (8) of this section for details on exclusive sales of purchase of beers.
Sale of goods and rendering of services
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Related parties | Content of transaction | Current period cumulative | Preceding period comparative |
| Carlsberg Brewery Hong Kong Limited | Sales of goods, etc. | 70,168,212.54 | 41,673,663.03 |
| Carlsberg Singapore Pte Ltd | Sales of goods | 2,448,717.98 | 1,879,390.12 |
| Cambrew Limited | Sales of goods | 1,309,978.37 | 588,578.91 |
| Jinbei Asia Pacific (Beijing) Catering Co., Ltd. | Sales of goods | 699,577.16 | 177,463.65 |
| Chongqing Jiawei Beer Co., Ltd. | Sales of goods | 264,948.96 | 380,485.24 |
| Carlsberg Marketing Sdn Bhd | Sales of goods | 192,183.86 | 108,501.43 |
| Guangzhou Carlsberg Consultancy and Management Services Co., Ltd. | Sales of goods | 7,513.24 | |
| Total | 75,083,618.87 | 44,815,595.62 |
Remarks on purchase and sale of goods, rendering and receiving of services
√ Applicable □ Not Applicable
Note: The transaction amounts presented in item XII 5 of this section were tax-excluded amounts.
(2) Related party trust/contracting and consignation/outsourcing
The Company’s trust/contracting:
□ Applicable √ Not Applicable
Remarks on related party trust/contracting
□ Applicable √ Not Applicable
The Company’s consignation/outsourcing
□ Applicable √ Not Applicable
Remarks on related party consignation/outsourcing
□ Applicable √ Not Applicable
(3) Related party leases
The Company as the lessor:
□ Applicable √ Not Applicable
The Company as the lessee:
□ Applicable √ Not Applicable
Remarks on related party leases
□ Applicable √ Not Applicable
(4) Related party guarantees
The Company as the guarantor
□ Applicable √ Not Applicable
The Company as the guaranteed party
□ Applicable √ Not Applicable
Remarks on related party guarantees
□ Applicable √ Not Applicable
(5) Call loans between related parties
□ Applicable √ Not Applicable
(6) Assets transfer and debt restructuring of the related parties
□ Applicable √ Not Applicable
(7) Key management’s emoluments
√ Applicable □ Not Applicable
Monetary unit: RMB Ten Thousand Yuan
| Items | Current period cumulative | Preceding period comparative |
| Key management’s emoluments | 2,308.27 | 3,294.32 |
(8) Other related party transactions
√ Applicable □ Not Applicable
1.Related party licensing
(1) The Company as the licensee
| Related parties | Current period cumulative | Preceding period comparative |
| Carlsberg Breweries A/S [Note 1] | 215,460,314.92 | 205,059,715.65 |
| Beijing Shouniang Golden Wheat Trading Co., Ltd. [Note 2] | 1,218,025.79 | 1,177,235.45 |
| Total | 216,678,340.71 | 206,236,951.10 |
Note 1: Carlsberg Breweries A/S granted the Company a license to use trademarks including Carlsberg, Tuborg,Carlsberg LIGHT, Carlsberg chill, Kronenbourg 1664, Jolly Shandy, OMERSBY, etc., with the licensing period assame as the registration validity period of licensed trademarks agreed in trademark licensing contract and itsappendix. It was agreed by both parties that trademark licensing fees should be calculated based on the Company’snet sales revenue from the production and sales of products with licensed trademark in the calendar year. Details ofrate of licensing fees are as follows: 4% for Tuborg, 5% for Carlsberg, Jolly Shandy and SOMERSBY, 6% forKronenbourg 1664 (excluding Blanc series products), and 6% from January 1, 2022 to May 31, 2022 and 7% fromJune 1, 2022 for Blanc series products.Note 2: Beijing Shouniang Golden Wheat Trading Co., Ltd. granted the Company a license to use the trademark of
JingA, with the licensing period as same as the registration validity period of licensed trademarks agreed intrademark licensing contract and its appendix. It was agreed by both parties that trademark licensing fees should becalculated at 6% of Company’s net sales revenue from the production and sales of products with licensed trademarkin the calendar year.
(2) The Company as the licensor
| Related parties | Current period cumulative | Preceding period comparative |
| Carlsberg Brewery Hong Kong Limited [Note ] | 11,676.51 | |
| Total | 11,676.51 |
Note: The Company granted Carlsberg Brewery Hong Kong Limited a license to use the trademark of Wusu Beer,with the licensing period as same as the registration validity period of licensed trademarks agreed in trademarklicensing contract and its appendix. It was agreed by both parties that trademark licensing fees should be calculatedbased on the Company’s net sales revenue from the production and sales of products with licensed trademark in thecalendar year. Details of rate of licensing fees are as follows: 1.25% from January 1, 2022 to December 31, 2022;
2.50% from January 1, 2023 to December 31, 2023; and 3.75% from January 1, 2024.
2. Related party exclusive sales agreements
Pursuant to the Framework Agreement on Exclusive Sales of Products entered into between the Company andChongqing Jiawei Beer Co., Ltd. (“Jiawei Beer”) in January 2009, Jiawei Beer would exclusively produce beerswith trademark of Shancheng and sell all of the beers produced to the Company within the term of the agreement.Based on Jiawei Beer’s annual production capacity of 0.15 million kiloliters of beers in the current period andmarket demand, and the actual production and sales volume of 80,000 kiloliters in 2008, the Company agreed thatthe sales volume of beers from Jiawei Beer would increase by 14,000 kiloliters each year from 2009 to 2013,ensuring that the sales volume would reach 0.15 million kiloliters in 2013 and keep up with the increase in the totalproduction and sales volume of the Company’s beer enterprises in Jiulongpo District and North New District ofChongqing from 2014. The selling prices of beers from Jiawei Beer should be determined in accordance with theex-factory prices of beers in the Company’s beer enterprises in Jiulongpo District and North New District ofChongqing with the same variety, specification and market, and the average price of beers from Jiawei Beer perkiloliter should be the same as that produced by the Company’s beer enterprises in Jiulongpo District and NorthNew District of Chongqing. In the meantime, Jiawei Beer should pay for the selling expenses in accordance withthe quantity of beers sold by the Company. It was agreed that, from 2014, Jiawei Beer should pay the sellingexpenses at 100.00 yuan per kiloliter for the part of beers with sales volume less than 0.15 million kiloliters(inclusive), and pay the selling expenses in accordance with the average selling expenses per kiloliter of beers inthe Company’s beer enterprises in Jiulongpo District and North New District of Chongqing for the part exceeding
0.15 million kiloliters. The validity period of the agreement is 20 years. The matters related to exclusive sales ofbeers mentioned above have been deliberated and approved in the Company’s First Extraordinary General Meetingof Shareholders in 2009.Due to the disputes from both parties on performance of terms related to price in the exclusive sales agreement andthe accumulated difference in exclusive sales of beers and under approval of the seventh meeting of the eighth Boardof Directors, the Company signed a supplementary agreement of “Framework Agreement on Exclusive Sales of
Products” with Jiawei Beer on December 28, 2016 to ensure the sound cooperation in future. The main contents ofthe supplementary agreement are as follows:
(1) Adjustment on the calculation method of sales volume and net revenue from beers agreed in the exclusive salesagreement: both parties agreed to involve the sales volume of Hechan Branch in 2015 in the calculation of thegrowth rate of sales volume and the average net revenue from beers from January 2016 due to the overlap of salesareas.
(2) Clarification on the solutions for difference in volume and price: both parties agreed that the Company shouldadjust the volume of beers purchased from Jiawei Beer or pay compensation in cash at the price of beers per kiloliteragreed by both parties when there is difference in volume or price during the performance of the exclusive salesagreement.
(3) Clarification on settlement in the original way: both parties agreed that the settlement should be carried out inaccordance with the exclusive sales agreement, and jointly engaged a third-party intermediary agency to conduct aspecial audit on the average price and volume of beers of both parties in the previous year, which should be takenas the basis for the final settlement of the year.
(4) Compensation on difference in price: both parties agreed that within 3 years from January 1, 2016, thedifference in price should be treated as follows: for difference in price between the higher average net revenue frombeers of the Company and that of Jiawei Beer in the first year (2016), if the difference is less than or equivalent to4% of the average net revenue from beers of Jiawei Beer in 2016, the Company would not compensate Jiawei Beer;otherwise, the Company would compensate Jiawei Beer for the portion exceeding 4%; if the difference in the secondyear (2017) is less than or equivalent to 2% of the average net revenue from beers of Jiawei Beer in 2017, theCompany would not compensate Jiawei Beer; otherwise, the Company would compensate Jiawei Beer for theportion exceeding 2%; if the difference in the third year (2018) is less than or equivalent to 1% of the average netrevenue from beers of Jiawei Beer in 2018, the Company would not compensate Jiawei Beer; otherwise, theCompany would compensate Jiawei Beer for the portion exceeding 1%.
(5) New products and usage of brands: in order to ensure that the average net revenue from beers per kiloliter ofJiawei Beer is as same as that of the Company, the Company agreed that Jiawei Beer could produce products withthe trademarks of “Tuborg”, “Chongqing Pure Draft”, etc. under the premise of meeting the correspondingproduction standards of products, and the products should be exclusively sold by the Company.It is confirmed by both parties that the supplementary agreement would come into effect from the date of signingby both parties, and would be implemented retrospectively from January 1, 2016. In the meantime, it is agreed inthe supplementary agreement that the Company should pay settlement fees of 30.00 million yuan to Jiawei Beerwithin one month after the effective date of the agreement. Except for the settlement fees, Jiawei Beer could notrequire the Company to bear any liabilities for breach of “Framework Agreement on Exclusive Sales of Products”before the effective date of the supplementary agreement.In 2021, the Company actually sold beers of 114,487.60 kiloliters with the trademarks of “Shancheng”, “Chongqing”and “Tuborg” totaling 445.73 million yuan (tax exclusive) and Jiawei Beer should pay selling expenses of 17.17million yuan. In 2022, the Company actually sold beers of 129,325.12 kiloliters with the trademarks of “Shancheng”,
“Chongqing” and “Tuborg” totaling 501.78 million yuan (tax exclusive) and Jiawei Beer should pay sellingexpenses of 19.40 million yuan.
6. Balances due to or from related parties
(1) Balances due from related parties
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Related parties | Closing balance | Opening balance | ||
| Book balance | Provision for bad debts | Book balance | Provision for bad debts | ||
| Accounts receivable | |||||
| Carlsberg Brewery Hong Kong Limited | 19,081,927.98 | 954,096.40 | 11,855,371.25 | 592,768.56 | |
| Carlsberg Singapore Pte Ltd | 254,903.41 | 12,745.17 | 327,566.65 | 16,378.33 | |
| Cambrew Limited | 241,204.80 | 12,060.24 | |||
| Carlsberg Marketing Sdn Bhd | 80,782.66 | 4,039.13 | 34,078.51 | 1,703.93 | |
| Jinbei Asia Pacific (Beijing) Catering Co., Ltd. | 72,877.63 | 3,643.88 | 35,908.94 | 1,795.45 | |
| Subtotal | 19,731,696.48 | 986,584.82 | 12,252,925.35 | 612,646.27 | |
| Other receivables | |||||
| Chongqing Jiawei Beer Co., Ltd. | 73,455.50 | 3,672.78 | |||
| Carlsberg Brewery Hong Kong Limited | 11,676.51 | 583.83 | |||
| Subtotal | 85,132.01 | 4,256.61 | |||
(2) Balances due to related parties
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Related parties | Closing book balance | Opening book balance |
| Accounts payable | |||
| Carlsberg Supply Company AG | 515,042.71 | 507,182.14 | |
| Chongqing Jiawei Beer Co., Ltd. | 7,034,063.35 | ||
| Beijing Shouniang Golden Wheat Trading Co., Ltd. | 12,083.58 | ||
| Subtotal | 515,042.71 | 7,553,329.07 | |
| Other payables | |||
| Carlsberg Breweries A/S | 40,124,834.90 | 33,636,178.62 | |
| Beijing Shouniang Golden Wheat Trading Co., Ltd. | 194,480.53 | 1,182,327.83 | |
| Carlsberg Trading (Shenzhen) Co., Ltd. | 27,692.30 | ||
| Subtotal | 40,319,315.43 | 34,846,198.75 |
7. Related party commitments
□ Applicable √ Not Applicable
8. Others
□ Applicable √ Not Applicable
XIII. Share-based payment
1. Overall information
□ Applicable √ Not Applicable
2. Equity-settled share-based payment
□ Applicable √ Not Applicable
3. Cash-settled share-based payment
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Determination method for the fair value of liabilities incurred by the Company and to be settled in shares or other equity instruments | |
| Accumulated amount of liabilities incurred due to cash-settled share-based payment | 15,049,013.31 |
| Total expenses incurred due to cash-settled share-based payment | 1,048,565.00 |
Other remarksNote: Pursuant to the regulations of “Annual Plan of Long-term Incentive Plan from 2018 to 2020 of CarlsbergGroup”, “Annual Plan of Long-term Incentive Plan from 2019 to 2021 of Carlsberg Group” and “Annual Plan ofLong-term Incentive Plan from 2020 to 2022 of Carlsberg Group” (the “Annual Plans”), eligible executives at thelevel of vice president and above are entitled to join the Annual Plans. The vesting period of each Annual Plan is 3years, and executives joined the Annual Plans could obtained a certain amount of Carlsberg B shares for free if theyhave reached the pre-set performance conditions and other relevant exercise conditions, and are still engaged byCarlsberg Group after the vesting period. The Company would settle in cash after the exercise conditions are met.
4. Modifications and cancellations of share-based payment
□ Applicable √ Not Applicable
5. Others
□ Applicable √ Not Applicable
XIV. Commitments and contingencies
1. Significant commitments
√ Applicable □ Not Applicable
Significant commitments, their nature and amount at the balance sheet date
Please refer to item XII 5 (8) of this section for details on beer produced by Jiawei Beer and shall be exclusivelysold by the Company.Except for the aforementioned events, the Company has no other significant commitments to be disclosed as of thebalance sheet date.
2. Contingencies
(1) Significant contingencies at the balance sheet date
√ Applicable □ Not Applicable
When the Company undertakes the exclusive sales of the beer produced by Jiawei Beer, the two parties shall settlethe difference in sales volume and price. As of December 31 2022, the Company has estimated the cost of makingup the net difference in sales volume and price based on the performance of the agreement, with final settlement notyet made. Please refer to item XII 5 (8) of this section for details.Except for the aforementioned events, the Company has no other significant contingencies to be disclosed as of thebalance sheet date.
(2) Remarks shall also be given if the Company has no significant contingencies to be disclosed.
□ Applicable √ Not Applicable
(3) Others
□ Applicable √ Not Applicable
XV. Events after the balance sheet date
1. Significant non-adjusting events
□ Applicable √ Not Applicable
2. Profit distribution
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Profit or dividend planned to be distributed | 1,258,325,114.80 |
| Profit or dividend approved to be distributed |
Pursuant to the profit distribution plan of 2022 proposed at the eighth meeting of the tenth Board of Directors heldon April 26, 2023, the Company intends to distribute cash dividend of 2.60 yuan (tax inclusive) per share out ofprofits available for distribution as of December 31, 2022. The proposal needs to be submitted to the Annual GeneralMeeting of Shareholders for deliberation and approval.
3. Sales return
□ Applicable √ Not Applicable
4. Other remarks
□ Applicable √ Not Applicable
XVI. Other significant events
1. Corrections of prior period errors
(1) Retroactive restatement method
□ Applicable √ Not Applicable
(2) Prospective application method
□ Applicable √ Not Applicable
2. Debt restructuring
□ Applicable √ Not Applicable
3. Assets exchange
(1) Non-cash assets exchange
□ Applicable √ Not Applicable
(2) Other assets exchange
□ Applicable √ Not Applicable
4. Annuity plan
□ Applicable √ Not Applicable
5. Discontinued operations
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Revenue | Expenses | Total profit | Income tax expenses | Net profit | Profit of discontinued operations attributable to shareholders of the parent company |
| Shutting down plants | 554,141.24 | 1,357,571.19 | -409.69 | 1,357,980.88 | 1,357,980.88 |
Other remarks
(1) Net profit from discontinued operations
| Items | Current period cumulative | Preceding period comparative |
| Operating revenue | ||
| Less: Operating cost | ||
| Taxes and surcharges | 345,765.84 | 948,095.15 |
| Administrative expenses | 550,975.31 | 372,521.37 |
| Financial expenses | 3,165.93 | -184,133.06 |
| Add: Other income | 27,531.80 | |
| Gains on asset disposal | 2,257,478.27 | |
| Operating profit | 1,357,571.19 | -1,108,951.66 |
| Less: Non-operating expenses | 7,009.93 | |
| Profit before tax of discontinued operations | 1,357,571.19 | -1,115,961.59 |
| Less: Income tax of discontinued operations | -409.69 | 1,860,521.34 |
| Net profit of discontinued operations | 1,357,980.88 | -2,976,482.93 |
| Add: Assets impairment loss recognized in the current period | ||
| Add: Net gains or losses from disposal of discontinued operations (after tax) | ||
| Including: Total gains or losses from disposal | ||
| Less: Income tax expenses (or add: revenues) | ||
| Total | 1,357,980.88 | -2,976,482.93 |
| Including: Attributable to shareholders of parent company | 1,357,980.88 | -2,862,850.96 |
(2) Cash flows of discontinued operations
| Items | Current period cumulative | Preceding period comparative | ||||
| Net cash flows from operating activities | Net cash flows from investing activities | Net cash flows from financing activities | Net cash flows from operating activities | Net cash flows from investing activities | Net cash flows from financing activities | |
| Chongqing Brewery Co., Ltd. Qianjiang Branch | 33,382.55 | -934.07 | ||||
| Chongqing Brewery Co., Ltd. Wanzhou Branch | 5,472.33 | 8,747.66 | ||||
| Chongqing Brewery Co., Ltd. Sixth Factory | -5.01 | -1,089.71 | ||||
| Hunan Chongqing Beer Guoren Co., Ltd. Changde Branch | -60,614.45 | |||||
| Total | 38,849.87 | -53,890.57 | ||||
6. Segment information
(1) Identification basis and accounting policies for reportable segments
√ Applicable □ Not Applicable
Reportable segments are identified according to the structure of the Company’s internal organization, managementrequirements and internal reporting system, and based on regional segments. Assessments are respectivelyperformed on the operating performance of southern region, northwest region and central region. Assets andliabilities shared by different segments are allocated among segments proportionate to their respective sizes.
(2) Financial information of reportable segments
√ Applicable □ Not Applicable
Monetary unit: RMB Ten Thousand Yuan
| Items | Southern region | Northwest region | Central region | Inter-segment offsetting | Total |
| Operating revenue | 478,189.87 | 412,678.78 | 717,718.17 | 204,682.76 | 1,403,904.05 |
| Including: Revenue from contracts with customers | 478,189.87 | 412,678.78 | 717,718.17 | 204,682.76 | 1,403,904.05 |
| Operating cost | 242,609.92 | 216,871.32 | 417,217.26 | 181,455.60 | 695,242.90 |
| Total assets | 524,319.94 | 364,725.98 | 1,056,791.47 | 696,083.18 | 1,249,754.22 |
| Total liabilities | 345,358.91 | 190,713.33 | 737,580.41 | 386,200.70 | 887,451.94 |
(3) Reasons shall be given if the Company has no reportable segment or cannot disclose the total assets andliabilities of each reportable segment.
□ Applicable √ Not Applicable
(4) Other remarks
□ Applicable √ Not Applicable
7. Other significant transactions and events that may be influential for investors in decision-making
√ Applicable □ Not Applicable
Pursuant to the “Proposal on Conducting Aluminum Hedging by the Subsidiary of the Company” deliberated andapproved by the Company’s First Extraordinary General Meeting of Shareholders in 2022 and the “Proposal on theAdjustment of Implementation Plan for Aluminum Hedging” deliberated and approved by the Company’s 2021Annual General Meeting of Shareholders, the Company and its subsidiaries intend to, in legal compliance withoutaffecting normal operations, invest in aluminum hedges at an appropriate time using self-owned funds of not morethan USD 70.00 million. As of December 31, 2022, the Company’s position amounted to USD 28,145,570.00, whichhas not yet expired.
8. Others
√ Applicable □ Not Applicable
(Ⅰ) Leases
1. The Company as lessee
(1) Please refer to item VII 25 of this section for details on right-of-use assets.
(2) Please refer to item V 42 of this section for details on the Company’s accounting policies on short-term leasesand leases for which the underlying asset is of low value. The amounts of short-term leases and low-value assetleases included into profit or loss are as follows:
| Items | Current period cumulative | Preceding period comparative |
| Expense relating to short-term leases | 29,041,574.10 | 21,958,008.93 |
| Total | 29,041,574.10 | 21,958,008.93 |
(3) Profit or loss and cash flows related to leases
| Items | Current period cumulative | Preceding period comparative |
| Interest expenses on lease liabilities | 3,696,843.83 | 2,010,658.26 |
| Total cash outflows related to leases | 48,244,866.18 | 38,624,914.18 |
(4) Please refer to item X of this section for details on maturity analysis of lease liabilities and related liquidity riskmanagement.
(5) Nature of lease activities
| Type of leased assets | Quantity | Lease term | Whether hold the extension option |
| Buildings and structures | 58.00 | 1-10 years | No |
| Machinery | 12.00 | 1-5 years | No |
| Transport facilities | 225.00 | 2 years | No |
(Ⅱ) Commitments on the performance of major asset restructuringPursuant to the relevant agreement on the Company’s major asset restructuring, Carlsberg Brewery Hong KongLimited (“Carlsberg Hong Kong”) promises that the net profit of Carlsberg Chongqing Brewery Co., Ltd. which isattributable to the parent company after deducting non-recurring profit or loss in 2020, 2021 and 2022 would not beless than 48.98 million yuan, 58.91 million yuan and 62.11 million yuan respectively. If the actual performance islower than the above commitment amount, Carlsberg Hong Kong will compensate the Company in cash. Carlsberg
Breweries A/S and Guangzhou Carlsberg Consultancy and Management Services Co., Ltd. promise that the totalnet profit of the target companies involved in Asset Package A and Asset Package B which is attributable to theparent company after deducting non-recurring profit or loss in 2020, 2021 and 2022 will not be less than 56.54million yuan, 76.76 million yuan and 80.89 million yuan respectively. If the actual performance is lower than theabove commitment amount, Carlsberg Breweries A/S and Guangzhou Carlsberg Consultancy and ManagementServices Co., Ltd. will compensate Carlsberg Chongqing Brewery Co., Ltd. in cash.In 2022, the actual performance of Carlsberg Chongqing Brewery Co., Ltd. and the total actual performance ofAsset Package A and Asset Package B were all higher than the above commitment amount.At the same time, upon the expiration of the performance commitment period, the Company conducted animpairment test on the value of Carlsberg Chongqing Brewery Co., Ltd., Asset Package A and Asset Package B, andengaged an appraisal agency to evaluate their value. According to the evaluation results, Carlsberg ChongqingBrewery Co., Ltd., Asset Package A and Asset Package B were not impaired.(Ⅲ) Major investmentsApproved by the Fourth Extraordinary General Meeting of Shareholders in 2021, the subsidiary CarlsbergChongqing Brewery Co., Ltd. and Xi’nan Subdistrict Office of Sanshui District, Foshan City entered into the “Letterof Intent for Investment in Beer Production Base Project”, agreeing that Carlsberg Chongqing Brewery Co., Ltd.plans to build a production base with an annual production capacity of 500,000 kiloliters of beer in Sanshui District,Foshan City, Guangdong Province, with a fixed assets investment of about 1.03 billion yuan. The two parties alsoagreed on the investment intensity, development progress and economic contributions. Under the approval of thefifth meeting of the tenth Board of Directors, in order to meet the needs of building intelligent and green wineries,reduce the long-term operating costs and improve the stability of product quality, the Company increased the totalinvestment of the project to 1.492 billion yuan. As of the balance sheet date, the cumulative investment of the projecttotaled 0.38 billion yuan.
XVII. Notes to items of parent company financial statements
1. Accounts receivable
(1) Age analysis
□ Applicable √ Not Applicable
(2) Details on categories of provision accrual methods
□ Applicable √ Not Applicable
Provision made on an individual basis
□ Applicable √ Not Applicable
Provision made on a collective basis
□ Applicable √ Not Applicable
For provision for bad debts made using three-stage model, please disclose relevant information referring to thedisclosures in item VII 8 of this section
□ Applicable √ Not Applicable
(3) Provision for bad debts
□ Applicable √ Not Applicable
Significant provisions collected or reversed in the current period
□ Applicable √ Not Applicable
(4) Accounts receivable actually written off in the current period
□ Applicable √ Not Applicable
Significant accounts receivable written off in the current period
□ Applicable √ Not Applicable
(5) Details of the top 5 debtors with largest balances
□ Applicable √ Not Applicable
(6) Accounts receivable derecognized due to financial assets transfer
□ Applicable √ Not Applicable
(7) Assets and liabilities arising from transferred but still involved accounts receivable
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
2. Other receivables
Details
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance |
| Interest receivable | ||
| Dividend receivable | ||
| Other receivables | 4,353,422.01 | 216,585.47 |
| Total | 4,353,422.01 | 216,585.47 |
Other remarks
□ Applicable √ Not Applicable
Interest receivable
(1) Details on categories
□ Applicable √ Not Applicable
(2) Significant overdue interest
□ Applicable √ Not Applicable
(3) Provision for bad debts
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
Dividend receivable
(4) Details
□ Applicable √ Not Applicable
(5) Significant balance with age over one year
□ Applicable √ Not Applicable
(6) Provision for bad debts
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
Other receivables
(1) Age analysis
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Ages | Closing book balance |
| Within 1 year | |
| Including: | |
| Within 1 year | 4,582,549.49 |
| Subtotal | 4,582,549.49 |
| 1-2 years | |
| Ages | Closing book balance |
| 2-3 years | |
| Over 3 years | |
| 3-4 years | |
| 4-5 years | |
| Over 5 years | |
| Total | 4,582,549.49 |
(2) Other receivables categorized by nature
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Nature of receivables | Closing book balance | Opening book balance |
| Land disposal fees receivable | 4,300,000.00 | |
| Security deposits | 209,093.99 | |
| Petty cash | 227,684.70 | |
| Others | 73,455.50 | 300.00 |
| Total | 4,582,549.49 | 227,984.70 |
(3) Changes in provision for bad debts
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Provision for bad debts | Stage 1 | Stage 2 | Stage 3 | Total |
| 12?month expected credit losses | Lifetime expected credit losses (credit not impaired) | Lifetime expected credit losses (credit impaired) | ||
| Balances at January 1, 2022 | 11,399.23 | 11,399.23 | ||
| Balances at January 1, 2022 in the current period | ||||
| --Transferred to stage 2 | ||||
| --Transferred to stage 3 | ||||
| --Reversed to stage 2 | ||||
| --Reversed to stage 1 | ||||
| Provision made in the current period | 217,728.25 | 217,728.25 | ||
| Provision recovered in the current period | ||||
| Provision reversed in the current period | ||||
| Provision written off in the current period | ||||
| Other changes | ||||
| Balances at December 31, 2022 | 229,127.48 | 229,127.48 |
Remarks on significant changes in book balance of other receivables with changes in provision for bad debts
□ Applicable √ Not Applicable
Determination basis for provision for credit impairment made in the current period and whether credit risk hasincreased significantly
□ Applicable √ Not Applicable
(4) Provision for bad debts
□ Applicable √ Not Applicable
(5) Other receivables actually written off in the current period
□ Applicable √ Not Applicable
(6) Details of the top 5 debtors with largest balances
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Debtors | Nature of receivables | Closing balance | Ages | Proportion to the total balance of other receivables (%) | Provision for bad debts |
| Chongqing Hongye Asset Management Co., Ltd. | Land disposal fees receivable | 4,300,000.00 | Within 1 year | 93.83 | 215,000.00 |
| Kingold Group Co., Ltd. [Note] | Security deposits | 133,673.79 | Within 1 year | 2.92 | 6,683.69 |
| Guangzhou Minghe Industrial Co., Ltd. | Security deposits | 75,420.20 | Within 1 year | 1.65 | 3,771.01 |
| Chongqing Jiawei Beer Co., Ltd. | Others | 73,455.50 | Within 1 year | 1.60 | 3,672.78 |
| Total | / | 4,582,549.49 | / | 100.00 | 229,127.48 |
Note: It includes its wholly-owned subsidiary Guangzhou Kingold Property Co., Ltd.
(7) Other receivables related to government grants
□ Applicable √ Not Applicable
(8) Other receivables derecognized due to financial assets transfer
□ Applicable √ Not Applicable
(9) Assets and liabilities arising from transferred but still involved other receivables
□ Applicable √ Not Applicable
Other remarks
□ Applicable √ Not Applicable
3. Long-term equity investments
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Closing balance | Opening balance | ||||
| Book balance | Provision for impairment | Carrying amount | Book balance | Provision for impairment | Carrying amount | |
| Investments in subsidiaries | 1,714,103,968.78 | 19,037,610.07 | 1,695,066,358.71 | 1,714,103,968.78 | 19,037,610.07 | 1,695,066,358.71 |
| Investments in associates and joint ventures | ||||||
| Total | 1,714,103,968.78 | 19,037,610.07 | 1,695,066,358.71 | 1,714,103,968.78 | 19,037,610.07 | 1,695,066,358.71 |
(1) Investments in subsidiaries
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Investees | Opening balance | Increase | Decrease | Closing balance | Provision for impairment made in the current period | Closing balance of provision for impairment |
| Carlsberg Chongqing Brewery Co., Ltd. | 1,714,103,968.78 | 1,714,103,968.78 | 19,037,610.07 | |||
| Total | 1,714,103,968.78 | 1,714,103,968.78 | 19,037,610.07 |
(2) Investments in associates and joint ventures
□ Applicable √ Not Applicable
Other remarksNone.
4. Operating revenue/Operating cost
(1) Details
□ Applicable √ Not Applicable
(2) Revenue from contracts
□ Applicable √ Not Applicable
(3) Remarks on performance obligations
□ Applicable √ Not Applicable
(4) Remarks on transaction price allocated to the remaining performance obligations
□ Applicable √ Not Applicable
Other remarksNone.
5. Investment income
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Current period cumulative | Preceding period comparative |
| Investment income from long-term equity investments under cost method | 1,155,407,400.00 | 858,714,000.00 |
| Investment income from long-term equity investments under equity method | ||
| Gains on disposal of long-term equity investments | ||
| Investment income from held-for-trading financial assets | ||
| Dividend income from other equity instrument investments | ||
| Interest income from debt investments | ||
| Interest income from other debt investments | ||
| Investment income from disposal of held-for-trading financial assets | ||
| Investment income from disposal of other equity instrument investments | ||
| Investment income from disposal of debt investments | ||
| Investment income from disposal of other debt investments | ||
| Income from debt restructuring | ||
| Total | 1,155,407,400.00 | 858,714,000.00 |
Other remarksNote: Pursuant to the resolution and approval of the Company’s Third Extraordinary General Meeting ofShareholders in 2022, Carlsberg Chongqing Brewery Co., Ltd. distributed dividend of 2.25 billion yuan to theCompany and Guangzhou Carlsberg Consultancy and Management Services Co., Ltd. based on its accumulatedundistributed profits from January to October in 2022.
6. Others
□ Applicable √ Not Applicable
XVIII. Other supplementary information
1. Schedule of non-recurring profit or loss
√ Applicable □ Not Applicable
Monetary unit: RMB Yuan
| Items | Amount | Remarks |
| Gains on disposal of non-current assets | -2,686,096.87 | |
| Tax refund, credit or exemption approved beyond the power of authorities or without formal documents | ||
| Government grants included in profit or loss (excluding those closely related to operating activities of the Company and continuously enjoyed with certain quantity/quota based on | 56,173,947.41 |
| Items | Amount | Remarks |
| certain national standards) | ||
| Fund possession charge from non-financial entities and included in profit or loss | ||
| Gains on acquisition of subsidiaries, joint ventures and associates due to the surplus of acquisition-date fair value of net identifiable assets in acquiree over the acquisition cost | ||
| Gains on non-cash assets exchange | ||
| Gains on assets consigned to the third party for investment or management | ||
| Assets impairment loss incurred due to force majeure such as natural disasters | ||
| Gains on debt restructuring | ||
| Entity restructuring expenses, such as staffing and integrating expenses | ||
| Gains on transactions with unfair value | ||
| Net profit on subsidiaries acquired through business combination under common control from the beginning of the period to the combination date | ||
| Contingent gains on non-operating activities | ||
| Gains or losses on changes in fair value of held-for-trading financial assets, derivative financial assets, held-for-trading financial liabilities and derivative financial liabilities, and investment income from disposal of held-for-trading financial assets, derivative financial assets, held-for-trading financial liabilities, derivative financial liabilities and other debt investments, excluding those arising from hedging business related to operating activities | 11,322,859.61 | |
| The reversed provision for impairment of receivables and contract assets based on impairment testing on an individual basis | 368,172.05 | |
| Gains on designated loans | ||
| Gains on changes in fair value of investment properties with subsequent measurement at the fair value mode | ||
| Gains on reconciliation of current period profit or loss following legal and regulative requirements on taxation, accounting, etc. | ||
| Management charges for consigned operations | ||
| Other non-operating income or expenses | 4,495,553.47 | |
| Other profit or loss satisfying the definition of non-recurring profit or loss | 1,802,741.69 | |
| Less: Enterprise income tax affected | 15,007,349.22 | |
| Non-controlling interest affected (after tax) | 27,203,082.00 | |
| Total | 29,266,746.14 |
Remarks on other profit or loss satisfying the definition of non-recurring profit or loss and remarks on defining non-recurring profit or loss listed in the “Interpretation Pronouncement on Information Disclosure Criteria for PublicCompanies No. 1 – Non-Recurring Profit or Loss” as recurring profit or loss
□ Applicable √ Not Applicable
2. ROE and EPS
√ Applicable □ Not Applicable
| Profit of the reporting period | Weighted average ROE (%) | EPS (yuan/share) | |
| Basic EPS | Diluted EPS | ||
| Net profit attributable to shareholders of ordinary shares | 69.25 | 2.61 | 2.61 |
| Net profit attributable to shareholders of ordinary shares after deducting non-recurring profit or loss | 67.65 | 2.55 | 2.55 |
(1) Calculation process of weighted average ROE
| Items | Symbols | Current period cumulative | |
| Net profit attributable to shareholders of ordinary shares | A | 1,263,604,930.09 | |
| Non-recurring profit or loss | B | 29,266,746.14 | |
| Net profit attributable to shareholders of ordinary shares after deducting non-recurring profit or loss | C=A-B | 1,234,338,183.95 | |
| Opening balance of net assets attributable to shareholders of ordinary shares | D | 1,754,545,104.23 | |
| Net assets attributable to shareholders of ordinary shares increased due to offering of new shares or conversion of debts into shares | E | ||
| Number of months counting from the next month when the net assets were increased to the end of the reporting period | F | ||
| Net assets attributable to shareholders of ordinary shares decreased due to share repurchase or cash dividends appropriation | G | 967,942,396.00 | |
| Number of months counting from the next month when the net assets were decreased to the end of the reporting period | H | 7.00 | |
| Others | Net increase in capital reserve arising from share-based payment | I1 | 5,652,955.00 |
| Number of months counting from the next month when the net assets were increased or decreased to the end of the reporting period | J1 | 6.00 | |
| Net increase in other comprehensive income | I2 | 295,189.31 | |
| Number of months counting from the next month when the net assets were increased or decreased to the end of the reporting period | J2 | 6.00 | |
| Number of months in the reporting period | K | 12.00 | |
| Weighted average net assets | L= D+A/2+ E×F/K-G×H/K+I×J/K | 1,824,688,577.10 | |
| Weighted average ROE | M=A/L | 69.25% | |
| Weighted average ROE after deducting non-recurring profit or loss | N=C/L | 67.65% | |
(2) Calculation process of basic EPS and diluted EPS
a. Calculation process of basic EPS
| Items | Symbols | Current period cumulative |
| Net profit attributable to shareholders of ordinary shares | A | 1,263,604,930.09 |
| Items | Symbols | Current period cumulative |
| Non-recurring profit or loss | B | 29,266,746.14 |
| Net profit attributable to shareholders of ordinary shares after deducting non-recurring profit or loss | C=A-B | 1,234,338,183.95 |
| Opening balance of total shares | D | 483,971,198.00 |
| Number of shares increased due to conversion of reserve to share capital or share dividend appropriation | E | |
| Number of shares increased due to offering of new shares or conversion of debts into shares | F | |
| Number of months counting from the next month when the shares were increased to the end of the reporting period | G | |
| Number of shares decreased due to share repurchase | H | |
| Number of months counting from the next month when the shares were decreased to the end of the reporting period | I | |
| Number of shares decreased in the reporting period | J | |
| Number of months in the reporting period | K | |
| Weighted average of outstanding ordinary shares | L=D+E+F×G/K-H×I/K-J | 483,971,198.00 |
| Basic EPS | M=A/L | 2.61 |
| Basic EPS after deducting non-recurring profit or loss | N=C/L | 2.55 |
b. Calculation process of diluted EPSCalculation process of diluted EPS is the same as that of basic EPS.
3. Financial data variance between financial reporting prepared under domestic and abroad accountingstandards
□ Applicable √ Not Applicable
4. Others
□ Applicable √ Not Applicable
Chairman of the Board of Directors: Jo?o Miguel Ventura Rego Abecasis Date of approval for issuance: April 26
th, 2023Revision
□ Applicable √ Not Applicable