UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number: 33-26617A
CBR BREWING COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Florida 65-0145422
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
23/F., Hang Seng Causeway Bay Building
28 Yee Wo Street, Causeway Bay, Hong Kong
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 852-2866-2301
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 31, 2002, the Company had 5,010,013 shares of Class A common
stock and 3,000,000 shares of Class B common stock issued and outstanding.
As of March 31, 2002, the aggregate market value of the issuer's
outstanding Class A common stock held by non-affiliates on March 31, 2002,
computed by reference to the average of the closing bid and ask prices, was
US$447,003.
Documents incorporated by reference: None.
1
Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:
This Annual Report on Form 10-K for the fiscal year ended December 31, 2001
contains "forward-looking" statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, including statements that include the words
"believes", "expects", "anticipates", or similar expressions. These
forward-looking statements include, among others, statements concerning the
Company's expectations regarding sales trends, gross margin trends, operating
costs, the availability of funds to finance capital expenditures and operations,
facility expansion plans, competition, and other statements of expectations,
beliefs, future plans and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. The
forward-looking statements in this Annual Report on Form 10-K for the fiscal
year ended December 31, 2001 involve known and unknown risks, uncertainties and
other factors that could the cause actual results, performance or achievements
of the Company to differ materially from those expressed in or implied by the
forward-looking statements contained herein.
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PART I.
ITEM 1. BUSINESS
OVERVIEW
CBR Brewing Company, Inc., a Florida corporation (the "Company", which
term shall include, when the context so requires, its subsidiaries and
affiliates), is the parent of High Worth Holdings Ltd., a British Virgin Islands
corporation ("Holdings"). Since November 1994, Holdings has owned a 60%
interest in Zhaoqing Blue Ribbon High Worth Brewery Ltd., a Sino-foreign joint
venture ("High Worth JV"), which, through its subsidiaries and affiliates, is
engaged in the production and sale of Pabst Blue Ribbon beer in the People's
Republic of China ("China" or the "PRC"). The other 40% interest in High Worth
JV is owned by Guangdong Blue Ribbon Group Co. Ltd. ("Guangdong Blue Ribbon"), a
related company (see "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS").
Substantially all of the beer currently sold by the Company is marketed under
the Pabst Blue Ribbon label, and is brewed under a sublicense agreement with
Guangdong Blue Ribbon, which, through an assignment and transfer, obtained its
license from Pabst Brewing Company ("Pabst US").
All of the Company's business operations are located in the PRC and
are conducted in Renminbi ("RMB"), which is the currency of China. During the
three years ended December 31, 1999, 2000 and 2001, the exchange rate has
remained stable at approximately US$1.00 to RMB 8.30.
DESCRIPTION OF BUSINESS
The Company is engaged in the business of brewing, distributing and
marketing Pabst Blue Ribbon beer in China. As of December 31, 2001, the Company
owned effective interests of 60%, 24% and 33% in three brewing facilities
currently producing Pabst Blue Ribbon beer in China, all of which are managed by
the Company. The Company is also presently responsible for the marketing and
sale in China of Pabst Blue Ribbon beer produced by the three brewing
facilities. In 2000, the Company owned an effective interest of 9% in a fourth
brewing facility. However during April 2001, as a result of continuing
operating losses and adverse market conditions, the Company conducted
discussions with its partner, resulting in an agreement to withdraw from the
fourth brewing facility. In 2000, the Company, through Holdings, also owned a
51% effective interest in a fifth brewing facility producing local brand beer,
but the production and operation of this brewery was formally terminated in
December 2000. The Company wrote off the investment in this brewery during
2001.
China is currently ranked as the second largest beer producer and
consumer in the world behind the United States. The management of the Company
believes that Pabst Blue Ribbon beer is one of the leading foreign labels sold
in China, both in number of units sold and total sales. Pabst Blue Ribbon is
considered a premium brand in China, along with such other labels as Tsingtao,
Carlsberg, Miller, Budweiser, Coors and San Miguel.
The Company produces Pabst Blue Ribbon beer in China to avoid import
tariffs that range as high as 120%. The majority of the production is mainly
concentrated in two breweries located at Zhaoqing City, which is approximately
100 miles from Hong Kong in the Guangdong Province of China. Pabst US provides
quality control assistance to the Company on a regular basis. The Company
markets Pabst Blue Ribbon beer in all major provinces in China. The Company
currently maintains offices in Beverly Hills, California, Hong Kong and the City
of Zhaoqing.
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High Worth JV holds certain licensing rights for Pabst Blue Ribbon
beer (see "PABST LICENSING ARRANGEMENTS AND TRADEMARKS") and also directly owns
100% of a Pabst Blue Ribbon brewing complex ("Zhaoqing Brewery"), and, through a
subsidiary, a 40% interest in Zhaoqing Blue Ribbon Brewery Noble Ltd., a
Sino-foreign joint venture ("Noble Brewery"). Noble Brewery owns a second Pabst
Blue Ribbon brewing complex that is also managed by Zhaoqing Brewery. A
subsidiary of Noble China, Inc., a company whose stock is traded on the Toronto
Stock Exchange, owns the other 60% interest in Noble Brewery (see "THE JOINT
VENTURE COMPANIES").
Noble China Inc. has publicly reported that in May 1999 it entered
into a license agreement with Pabst Brewing Company granting it the right to
utilize the Pabst Blue Ribbon trademarks in connection with the production,
promotion, distribution and sale of beer in China for 30 years commencing in
November 2003. In consideration for the license agreement, Noble China Inc.
reported that it had paid Pabst Brewing Company US$5,000,000 for the right to
use the Pabst Blue Ribbon trademarks and agreed to pay royalties based on gross
sales. Recently, Noble China Inc. has publicly reported that it was
experiencing certain financial difficulties, and that if such difficulties
continued into the first half of 2002, it would soon face insolvency and be
forced to consider several alternatives.
Management has consulted with legal counsel regarding the legitimacy
of the purported license and the Company's potential responses. In addition,
management has consulted with Guangdong Blue Ribbon, the owner of the Pabst Blue
Ribbon trademark in China, regarding potential responses, and has met with
representatives of Noble China Inc. in an attempt to explore a potential
settlement.
Management of the Company has requested that Guangdong Blue Ribbon
take appropriate action to protect its rights and its sub-licensees' rights to
utilize the Pabst Blue Ribbon trademark in China. The Company has been advised
that Guangdong Blue Ribbon is still evaluating the situation and has not yet
determined how it will respond to this matter. Once Guangdong Blue Ribbon has
responded, the Company expects to be in a position to evaluate and revise its
future business plan and strategy accordingly. The Company is currently unable
to predict the effect that this development may have on future operations.
However, the inability of the Company to obtain a sub-license from Noble China
Inc. or enter into some other form of strategic relationship under acceptable
terms and conditions to allow the Company to continue to produce and distribute
Pabst Blue Ribbon beer in China would have a material adverse effect on the
Company's future results of operations, financial position and cash flows.
High Worth JV also indirectly owns a 70% interest in Zhaoqing Blue
Ribbon Beer Marketing Company Limited, a PRC company (the "Marketing Company"),
which conducts the sales, advertising and promotional efforts for the Company's
production of Pabst Blue Ribbon beer in China. The remaining 30% interest in
the Marketing Company is directly owned by Guangdong Blue Ribbon. Through its
ownership in High Worth JV, Guangdong Blue Ribbon also has a 28% indirect
interest in the Marketing Company (see "MARKETING AND OPERATIONS - SUMMARY OF
OPERATIONS"), resulting in the Company owning a 42% net interest in the
Marketing Company.
In January 1998, the Company, through High Worth JV, established a
joint venture company, Zao Yang Blue Ribbon High Worth Brewery Limited ("Zao
Yang High Worth Brewery"), which is located in Hubei Province, is the third
Pabst Blue Ribbon brewing complex in China and is managed by Zhaoqing Brewery.
High Worth JV owns a 55% interest, equivalent to an effective interest of 33%.
Zao Yang Brewery, an unaffiliated company in Hubei Province, owns the other 45%
interest in Zao Yang High Worth Brewery (see "MARKETING AND OPERATIONS -
INVESTMENT IN NEW BREWERY" and "THE JOINT VENTURE COMPANIES").
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Pursuant to an Equity Transfer Agreement signed on January 19, 1999,
High Worth JV received a 15% consideration-free equity interest in Sichuan
Brewery, equivalent to an effective interest of 9%. Sichuan Brewery was formally
restructured into a new joint venture company and is the fourth Pabst Blue
Ribbon brewing complex in China. On June 5, 1999, a formal Joint Venture
Agreement was signed among Le Shan City E Mei Brewery, High Worth JV and Wai
Shun Investment Limited, an unaffiliated Hong Kong company, to form Sichuan Blue
Ribbon Brewery High Worth Ltd. ("Sichuan High Worth Brewery").
During April 2001, as result of continuing operating losses and
adverse market conditions, the Company conducted discussions with its partners
in Sichuan High Worth Brewery, resulting in an agreement to withdraw from
Sichuan High Worth Brewery. The Company agreed to give up its effective interest
of 9% in Sichuan High Worth Brewery, and was released from any liability for the
brewery's accumulated losses. As part of this agreement, Sichuan High Worth
Brewery's right to produce Pabst Blue Ribbon beer was terminated. The Company
expects that Sichuan High Worth Brewery will be dissolved pending the approval
of the local government authorities. This transaction is not expected to have
any impact on the Company's results of operations or financial position, since
the sales of Sichuan High Worth Brewery in the Sichuan region are being
reallocated between Zhaoqing Brewery and Noble Brewery as a result of the
interest in Sichuan High Worth Brewery being given up for no consideration.
On October 18, 1999, Holdings, through its wholly-owned subsidiary
incorporated in the British Virgin Islands, March International Group Limited
("March International"), signed a formal Joint Venture Agreement with Jilin
Province Jiutai City Brewery and Jilin Province Chuang Xiang Zhi Yie Ltd., both
of which are unaffiliated PRC companies, to form Jilin Lianli (CBR) Brewing
Company Ltd. ("Jilin Lianli Brewery"). March International received a 51%
effective interest in Jilin Lianli Brewery. The technical renovation of the
existing brewing equipment and the installation of the new packing line was
completed in April 2000 and formal operations commenced in May 2000. However,
due to weak market response and the inability of the Chinese local partners to
honor their working capital commitment, the Company decided to terminate the
production and operation of Jilin Lianli Brewery in December 2000, which had
been producing local brand beer since May 2000.
The operations of Jilin Lianli Brewery generated a loss during the
year ended December 31, 2000. The Company included its proportionate share of
the loss of RMB 4,209,460 in its consolidated results of operations for the year
ended December 31, 2000. In addition, the Company recorded a charge to
operations of RMB 6,000,000 and RMB 2,750,000 at December 31, 2000 and March 31,
2001, respectively, with respect to a provision for impairment of plant,
machinery and equipment at Jilin Lianli Brewery. The operations of Jilin Lianli
Brewery subsequent to December 31, 2000 consist primarily of nominal costs
related to the care and maintenance of the facility. Although the Company has
been in negotiations with certain interested parties in an effort to dispose of
its equity interest in Jilin Lianli Brewery, no formal agreement has been
reached. During the year ended December 31, 2001, the Company wrote-off its
remaining investment in Jilin Lianli Brewery of RMB 1,224,109. The Company has
written off a total RMB 13,788,500 with respect to this investment.
Noble China Inc. is a public company listed on the Toronto Stock
Exchange that is the 60% shareholder of Noble Brewery. During December 2000, the
Company and Noble China Inc. signed a memorandum pursuant to which a management
committee was established to evaluate the potential to coordinate and enhance
the operations of Zhaoqing Brewery, Noble Brewery and the Marketing Company.
Effective January 1, 2001, the management, marketing, production and operations
of Zhaoqing Brewery, Noble Brewery and the Marketing Company were pooled
together under a newly-created management entity named "Blue Ribbon Enterprises"
5
in order to achieve improved coordination of human, financial, production and
marketing activities. This pooled management structure is expected to achieve
greater efficiency and improved operating profitability. Although certain pooled
costs will be allocated in proportion to each brewery's respective production
capacities, Zhaoqing Brewery, Noble Brewery and the Marketing Company will each
remain as legally distinct entities. The management committee will also commence
a study to evaluate the formation of a new unified company.
Under the new management team, the Company implemented a restructuring
program that eliminated the positions of a total of 538 employees, of which 313
were from Zhaoqing Brewery, 177 were from Noble Brewery and 48 were from the
Marketing Company. Restructuring payments to these employees totaled RMB
20,396,494 by Zhaoqing Brewery, RMB 8,729,830 by Noble Brewery and RMB 1,912,742
by the Marketing Company. The Company recorded restructuring costs of RMB
22,309,236 for the year ended December 31, 2001.
During the year ended December 31, 2001, the Company's controlling
shareholder, Shenzhen Huaqiang Holdings Limited ("Huaqiang"), announced that it
had acquired a 19.6% equity interest in Noble China Inc. Huaqiang is a company
controlled by the Province of Guangdong.
Effective January 10, 2002, Zhaoqing City Lan Wei Alcoholic Beverage
(Holdings) Limited ("Lan Wei") acquired from Huaqiang all of its equity interest
in the Company. Combined with Lan Wei's prior common stock holdings in the
Company, Lan Wei has an approximately 64.3% equity interest in the Company. The
transaction has been submitted to PRC governmental authorities for official
approval. Lan Wei is company controlled by the City of Zhaoqing.
Lan Wei expects to further acquire common shares representing an
additional approximatly 7.2% equity interest in the Company from a third party
in a private transaction in the near future. Management and the board of
directors of the Company were changed on January 22, 2002. As part of the
transaction, Lan Wei also acquired Huaqiang's 19.6% equity interest in Noble
China Inc.
The Company conducts a substantial portion of its purchases through
related parties, and has additional significant continuing transactions with
such parties (see "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS").
PROPERTY AND PRODUCTION FACILITIES
ZHAOQING BREWERY
Zhaoqing Brewery is situated on a site containing approximately
1,421,000 square feet and is three miles from Zhaoqing City, Guangdong Province.
Zhaoqing Brewery occupies the site pursuant to certificates of land use rights
issued by the local government. The land use rights certificates do not specify
a period for the use of the land, but normally it does not exceed 70 years.
The original facilities of Zhaoqing Brewery were constructed between
1978 and 1980 with annual production capacity based on old brewing technology of
approximately 50,000 metric tons or 425,000 barrels of beer. Prior to 1995,
Zhaoqing Brewery had produced domestic brands exclusively under various brand
names. In mid-1994, with the assistance of Pabst US, Zhaoqing Brewery commenced
the conversion and refinement of its original facilities and adopted a new
brewing technology in order to produce beer under the Pabst Blue Ribbon label.
In early 1995, the production of all domestic brands ceased. Zhaoqing Brewery
is now producing substantially all of its beer production under the Pabst Blue
Ribbon label. With the implementation of the new brewing technology and the
6
purchase of additional equipment, Zhaoqing Brewery reached an annual production
capacity of 100,000 metric tons or 850,000 barrels of beer by the end of 1995.
Zhaoqing Brewery annually shuts down portions of the facility for a
short period of time during the low season to provide regular scheduled
maintenance. Zhaoqing Brewery has access to replacement parts that can be
manufactured by several local toolmakers in Zhaoqing.
NOBLE BREWERY
Noble Brewery is situated on a site adjacent to Zhaoqing Brewery
containing approximately 1,453,000 square feet. Noble Brewery has land use
rights of 50 years ending in 2043.
Noble Brewery consists of the original facilities constructed between
1988 and 1990 by Pabst Blue Ribbon Brewery (Zhaoqing) Co. Ltd. ("Pabst
Zhaoqing"), the operator of the facilities prior to the establishment of Noble
Brewery. These facilities had an annual production capacity of approximately
80,000 metric tons or 680,000 barrels of beer. The second phase of brewing
facilities, which was completed in July 1994, has an annual production capacity
of approximately 120,000 metric tons or 1,020,000 barrels of beer. Pabst US
supplied the majority of the equipment for the development of both the first and
second phase of the brewing facilities, in addition to offering technical
assistance in its installation and maintenance. On an annual basis, Noble
Brewery shuts down portions of the facility for a short period of time during
the low season to provide regular scheduled maintenance. Noble Brewery has
access to replacement parts that can be manufactured by several local toolmakers
in Zhaoqing.
ZAO YANG HIGH WORTH BREWERY
The original facilities of Zao Yang High Worth Brewery were
constructed between 1980 and 1985 with annual production capacity based on old
brewing technology of approximately 40,000 metric tons or 340,000 barrels of
beer.
Zao Yang High Worth Brewery is situated on a site containing
approximately 753,000 square feet and is located within the vicinity of Zao Yang
City, Hubei Province. Zao Yang High Worth Brewery occupies the site pursuant to
a certificate of land use rights issued by the local government. The land use
rights are part of the assets acquired by Zao Yang High Worth Brewery from Zao
Yang Brewery.
High Worth JV was responsible for transferring the technical know-how
and production techniques to brew Pabst Blue Ribbon beer to Zao Yang High Worth
Brewery, as well as assisting in the renovation of existing equipment, in order
to convert the brewery into a Pabst Blue Ribbon brewing complex.
During April 1998, the technical renovation process to convert the old
brewing facilities of Zao Yang High Worth Brewery into a Pabst Blue Ribbon
brewing complex was completed. Zao Yang High Worth Brewery commenced the
production of Pabst Blue Ribbon beer in June 1998, and the Marketing Company
began purchasing Zao Yang High Worth Brewery's production of Pabst Blue Ribbon
beer for distribution. In addition, Zao Yang High Worth Brewery also produces
domestic brand beer under the brand name "Di Huang Quan", which it sells
directly to the nearby regions.
SICHUAN HIGH WORTH BREWERY
Sichuan High Worth Brewery is situated on a site containing
approximately 1,089,000 square feet and is located within the vicinity of Le
Shan City, Sichuan Province, which is approximately 160 kilometers from Chengdu,
7
the provincial capital of Sichuan Province. In April 1997, Sichuan High Worth
Brewery commenced production of beer under the Pabst Blue Ribbon label, which is
sold to the Marketing Company for resale. During April 2001, as result of
continuing operating losses and adverse market conditions the Company conducted
discussions with its partners in Sichuan High Worth Brewery, resulting in an
agreement to withdraw from Sichuan High Worth Brewery (see "PABST LICENSING
ARRANGEMENT AND TRADEMARKS - SICHUAN HIGH WORTH BREWERY").
JILIN LIANLI BREWERY
Jilin Lianli Brewery is situated on a site containing approximately
330,000 square feet and is located within the vicinity of Jiutai City, Jilin
Province. The technical renovation process to convert the old brewing
facilities of Jilin Lianli brewery into a modern brewing complex was completed
in April 2000, and operations commenced in May 2000. However, due to weak
market response and the inability of the Chinese local partners to honor their
working capital commitment, the production and operation of Jilin Lianli Brewery
was formally terminated in December 2000.
MARKETING AND OPERATIONS
SUMMARY OF OPERATIONS
Pursuant to the respective long-term purchase contracts signed with
all of the Pabst Blue Ribbon brewing complexes in China, the Marketing Company
began purchasing the output of beer from Noble Brewery in July 1995, Zhaoqing
Brewery in April 1995, Sichuan High Worth Brewery in April 1997 and Zao Yang
High Worth Brewery in June 1998 (see "PABST LICENSING ARRANGEMENTS AND
TRADEMARKS"). The Marketing Company is responsible for the distribution,
promotion and advertising of the Company's production of Pabst Blue Ribbon beer
in China. The Marketing Company is allowed to mark-up the prices of the Pabst
Blue Ribbon beer purchased or adjust the ex-factory prices as necessary in order
to adequately cover the selling, advertising, promotional, distribution and
administrative expenses incurred in selling these beer products to distributors
throughout China.
PABST BLUE RIBBON BEER
Substantially all of the beer currently produced by Noble Brewery and
Zhaoqing Brewery is Pabst Blue Ribbon beer. Zao Yang High Worth Brewery
currently produces Pabst Blue Ribbon beer as well as "Di Huang Quan" beer.
There are two products in the portfolio of the Pabst Blue Ribbon
breweries: 11-degree light processed beer and draught beer. The 11-degree
light processed beer is the primary product of the breweries, and is packaged in
946 ml., 640 ml. and 355 ml. bottles and 500 ml. and 355 ml. cans. The draught
beer is sold only in kegs.
Sales of the 11-degree light processed beer in 946 ml., 640 ml. and
355 ml. bottles and 500 ml. and 355 ml. cans accounted for approximately 3.0%,
52.8%, 6.5%, nil% and 35.0%, respectively, of the sales volume of the Company in
2001.
Sales of the 11-degree light processed beer in 946 ml., 640 ml. and
355 ml. bottles and 500 ml. and 355 ml. cans accounted for approximately 4.0%,
45.8%, 4.6%, 0.1% and 44.4%, respectively, of the sales volume of the Company in
2000.
During April 2001 the Company conducted discussions with its partners
in Sichuan High Worth Brewery, resulting in an agreement to withdraw from
Sichuan High Worth Brewery. In 2001, the Marketing Company distributed 3,224
metric tons of Pabst Blue Ribbon beer produced by Sichuan High Worth Brewery,
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which represented 2.1% of the Company's total sales volume in 2001. In 2000,
the Marketing Company distributed 7,870 metric tons of Pabst Blue Ribbon beer
produced by Sichuan High Worth Brewery, which represented 4.6% of the Company's
total sales volume in 2000.
In 2001, the Marketing Company distributed 10,871 metric tons of Pabst
Blue Ribbon beer produced by Zao Yang High Worth Brewery, which represented 7.1%
of the Company's total sales volume in 2001. In 2000, the Marketing Company
distributed 2,280 metric tons of Pabst Blue Ribbon beer produced by Zao Yang
High Worth Brewery, which represented 1.3% of the Company's total sales volume
in 2000.
Pabst Blue Ribbon beer is marketed and sold as a premium beer in
establishments such as restaurants, bars, alcohol and tobacco companies and
retail stores. The Marketing Company will continue its efforts to consolidate
and expand the distribution of these products in existing and new markets in
China, subject to the limitations of the Company's ability to expand its market
share in these markets, the competitive marketing strategies of other brewers
and the growth of the Chinese economy.
The specifications and characteristics of the beers currently produced
by the breweries are set forth below:
TYPE OF BEER PACKAGE GENERAL DESCRIPTION
- ------------ ------- -------------------
11-degree light processed Can (500 ml. and 355 ml.) 11-degree malt
beer Bottle (946 ml., 640 ml. content,
and 355 ml.) alcohol content 3.4%
(w/w)
Draught beer Keg (30 liters) 11-degree malt
content,
alcohol content 3.4%
(w/w)
Note: w/w refers to weight by weight (i.e., measurement of alcoholic content of
beer by weight of beer).
The Company's highest volume sales for Pabst Blue Ribbon beer have
been in the provinces of Guangdong, Fujian and Zhejiang. The Company utilizes a
network of regional distributors whose field sales force maintains customer
contact and promotes customer satisfaction. Sales of Pabst Blue Ribbon beer
were 131,924 metric tons or approximately 1,120,000 barrels in 2001, a 23.4%
decrease as compared to 2000. The Company believes that the decrease was
attributable, in substantial part, to a softening in demand for higher-priced
foreign branded premium beer in China, and the aggressive pricing and
promotional strategies adopted by some major state-owned breweries. Sales of
Pabst Blue Ribbon beer were 171,785 metric tons or approximately 1,460,000
barrels in 2000, a 9.8% decrease as compared to 1999.
DOMESTIC BRAND NAME BEER
Prior to the end of 1994, Zhaoqing Brewery produced beer exclusively
under domestic brand names, such as "Zhaoqing" beer, "Dinghu" beer and "Xile"
beer, all of which were non-premium beers which targeted customers in the low to
middle economic range. Production of these local brand beers was completely
discontinued in March 1995 when Zhaoqing Brewery commenced producing Pabst Blue
Ribbon beer on an exclusive basis. However, beer that does not meet Pabst Blue
Ribbon quality standards is generally packaged and distributed as local brand
beer.
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Zao Yang High Worth Brewery also produces domestic brand beer under
the name "Di Huang Quan".
In late 2000, Noble Brewery launched a local brand beer, "Double V",
which is priced to suit lower to middle consumer segments.
Pabst Blue Ribbon beer is targeted at the premium beer market in China
while the domestic brand beer produced by Noble Brewery, Zhaoqing Brewery and
Zao Yang High Worth Brewery is targeted at the non-premium market.
The following tables present information with respect to the
non-consolidated sales and volume of beer sold by Noble Brewery, Zhaoqing
Brewery, Zao Yang High Worth Brewery and Jilin Lianli Brewery in 1999, 2000 and
2001. All breweries producing Pabst Blue Ribbon beer sold their Blue Ribbon
beer products to the Marketing Company for resale in 1999, 2000 and 2001.
Net Sales
Net Sales Volume Sold per Ton
--------- ----------- ---------
(RMB'000) (metric tons) (RMB'000)
1999:
Noble Brewery 513,808 118,464 4.3
Zhaoqing Brewery
Local Brands 3,281 1,439 2.3
Pabst Blue Ribbon 253,330 59,212 4.3
Zao Yang High Worth Brewery
Local Brands 15,039 12,299 1.2
Pabst Blue Ribbon 16,677 4,716 3.5
Marketing Company
Pabst Blue Ribbon 968,139 190,488 5.1
2000:
Noble Brewery
Local Brands 654 213 3.1
Pabst Blue Ribbon 442,438 103,755 4.3
Zhaoqing Brewery
Local Brands 2,160 639 3.4
Pabst Blue Ribbon 224,760 53,169 4.2
Zao Yang High Worth Brewery
Local Brands 23,487 17,487 1.3
Pabst Blue Ribbon 3,617 1,023 3.5
Jilin Lianli Brewery
Local Brands 6,710 5,380 1.2
Marketing Company
Local Brands 824 219 3.8
Pabst Blue Ribbon 924,507 171,785 5.4
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Net Sales
Net Sales Volume Sold per Ton
--------- ----------- ---------
(RMB'000) (metric tons) (RMB'000)
2001:
Noble Brewery
Local Brands 5,540 3,541 1.6
Pabst Blue Ribbon 314,712 81,291 3.9
Zhaoqing Brewery
Local Brands 2,784 1,770 1.6
Pabst Blue Ribbon 154,889 40,275 3.9
Zao Yang High Worth Brewery
Local Brands 28,402 15,935 1.8
Pabst Blue Ribbon 42,307 10,871 3.9
Marketing Company
Local Brands 14,753 5,108 2.9
Pabst Blue Ribbon 683,431 131,924 5.2
SEASONALITY
The beer industry in China is seasonal. The Company's sales are
usually lowest in the months of October and November and highest in the months
of March through September.
LOCATION
Noble Brewery and Zhaoqing Brewery are located adjacent to each other
in the City of Zhaoqing. The municipality of Zhaoqing is one of the major
municipal areas of Guangdong Province. Zhaoqing enjoys a well-developed
infrastructure, including transportation facilities and a reliable power,
communication and service infrastructure. The area contains extensive
agricultural activity.
Zao Yang High Worth Brewery is located in Hubei Province, which is
situated in the center of China. Zao Yang High Worth Brewery has immediate
access to the provincial highway network and is strategically positioned to
serve the surrounding provinces.
QUALITY CONTROL
Rigorously applied quality control is critical to ensure a
consistently high quality standard for the products produced by the breweries.
In 1990, quality control experts were sent by Pabst US to Zhaoqing to teach
brewery personnel appropriate inspection techniques, quality control measures
11
and production procedures. Pabst US experts trained the brewery's personnel in
the specific brewing techniques required in order to meet the standards set by
Pabst US. An engineer from Pabst US is stationed in China to test random
production samples and perform quality control on a continuing basis.
RAW MATERIALS
The primary raw materials utilized in the brewing of beer are malt,
husked rice, hops and water. The aggregate cost of the primary raw materials
represents approximately 24% of the direct cost of production, excluding
depreciation, of Pabst Blue Ribbon beer and 22% of domestic brand beers. Cost
of packaging represents approximately 55% of the total direct cost of
production, excluding depreciation, of Pabst Blue Ribbon beer and 40% of
domestic brand beers.
MALT: Virtually all of the malt utilized for producing Pabst Blue
Ribbon beer is purchased from regional malt manufacturers.
HUSKED RICE: Husked rice is sourced from local and regional
suppliers. Given the extensive agricultural activity in China, management
believes that there is an abundant and reliable supply of rice to meet ongoing
production needs.
HOPS: The hops utilized for producing Pabst Blue Ribbon beer are
acquired primarily from overseas suppliers through local importers.
WATER: The breweries utilize local water sources and intensively
monitor the quality of the water used in the brewing process for compliance with
the Company's own stringent quality standards.
CONTAINERS
All of the beer bottles and cans required by the Company are supplied
by local or regional glass and can manufacturers. Currently, there is a
recycling bottle program in place and the Company uses both new and recycled
bottles and new cans in packaging its beer.
TRANSPORTATION/DISTRIBUTION
In view of the wide geographic market in China, the Company is
constantly reviewing the methods for distributing its malt beverages.
TRANSPORTATION: During 2001, 8% of the Company's products sold were
shipped by rail tank cars from Zhaoqing to distributors throughout Guangdong
Province, and 77% were shipped from Zhaoqing by truck (65%) and by boat (12%)
directly to distributors throughout China. The remaining 15% of beer products
sold were produced by Zao Yang High Worth Brewery and Sichuan High Worth Brewery
and were primarily distributed within the Hubei and Sichuan regional markets by
truck.
Domestic brand beers made by Zhaoqing Brewery and Zao Yang High Worth
Brewery were primarily transported by trucks and shipped within the regional
markets.
DISTRIBUTION: Delivery of Pabst Blue Ribbon beer to retail markets in
Guangdong Province and to the rest of China is accomplished through a network of
regional distributors which sell to tobacco and alcohol companies, bars,
restaurants and retail stores. The Marketing Company has over 400 distributors
and sub-distributors throughout China. Customers with material transaction
volume are required to issue bills of exchange from their respective banks to
secure payment on the due date. The Marketing Company typically appoints only
12
one distributor in each region (except for a large region in which more than one
may be appointed) to ensure that such distributor devotes adequate effort and
resources to the development of a broad-based retail distribution network for
Pabst Blue Ribbon beer in that distributor's region. These distribution
arrangements include flexibility for the Marketing Company to replace
distributors or modify its arrangements with existing distributors. No single
distributor accounted for more than approximately 5% of barrel sales in 2001.
During the year ended December 31, 2001, approximately RMB 97,116,320
was allocated to promotional advertising for Pabst Blue Ribbon beer and
approximately RMB 68,132,817 was allocated to other specific promotional
activities and incentives to distributors. In addition, approximately RMB
7,073,395 was allocated to advertising and promotional activities for other
local brand name beer in 2001. Advertising media includes television, radio,
billboards, magazines and newspapers. In addition, the Marketing Company
provides its distributors with promotional gift items, sales incentive bonuses
and volume discounts, and special lucky draw and specific promotional campaigns
are held during the year.
MARKETS AND COMPETITION
With the influx of foreign branded beer into the China market, as well
as the aggressive pricing and promotional strategies implemented by some major
state-owned breweries, the Company anticipates that competition in the Chinese
beer market will continue to be intense in 2002, and additional marketing and
advertising efforts will have to be implemented in order to maintain the market
leadership of Pabst Blue Ribbon beer.
MARKETS: The beer market in China has experienced substantial growth
in rates of production and demand. However, the industry is largely fragmented
and highly regionalized. A key reason for the fragmented industry is the lack
of an effective distribution system and the regionalized market. Another reason
for the fragmented market is that local breweries are generally small in
capacity and lack the financial resources and capability to launch a national
distribution network and promotion program.
Approximately 750 breweries exist in China, of which over 90% are
small local breweries that produce non-premium beer for local or regional
consumption. Certain Chinese taxes based on volume rather than sales price
favor the higher-priced premium beer breweries.
Management anticipates that the market demand for high-priced foreign
premium labels will continue to be stagnant as consumers shift to lower-priced
but improved quality local beer products. The competition among major Chinese
breweries to maintain market share under the current market conditions is also
expected to exert continuing pressure on the Company's operating results during
2002. Management has responded to changing market conditions by consolidating
and rationalizing the production and operations of the two major breweries in
Zhaoqing through the pooling of management resources, by broadening its product
line and expanding its distribution efforts. The Company is taking steps to
maintain its premium beer market share and to develop a new range of
medium-priced products under separate labels to suit the market's changing
needs.
COMPETITION: Of the brands comprising the premium sector, Tsingtao,
Budweiser and Pabst Blue Ribbon are the major market leaders. Tsingtao is the
largest brewer of beer in China and is one of the best selling beers in China
and the largest brand exported from China. Other companies seeking to develop
market share in the Chinese market include Carlsberg, San Miguel, Beck's,
Lowenbrau, Heniken, Stroh's, Miller, Foster's, Coor's and Heileman.
CAPITAL INVESTMENT
13
In 1999, Zao Yang High Worth Brewery spent approximately RMB 2,000,000
to improve the production facilities of the existing brewing complex. Zhaoqing
Brewery and Noble Brewery each spent approximately RMB 5,000,000 during 1999 to
improve and renew the production facilities of the existing brewing complexes.
In 2000, Noble Brewery spent approximately RMB 12,000,000 to improve
and renovate production facilities of the existing brewing complex. Zhaoqing
Brewery, Zao Yang High Worth Brewery and the Marketing Company spent
approximately RMB 9,000,000, RMB 6,700,000 and RMB 2,170,000, respectively, for
acquiring new equipment, renovating the existing machinery, and the acquisition
of vehicles and office equipment.
In 2001, Zao Yang High Worth Brewery and Zhaoqing Brewery spent
approximately RMB 8,400,000 and RMB 2,900,000, respectively, for renovating and
improving the existing machinery.
PRODUCT DEVELOPMENT
The Company is continually engaged in product development programs,
and has developed various improvements in raw material selection, production
processes and packaging systems, as well as the development of innovative
quality products.
The Company's product development expenditures are primarily devoted
to new product development, brand development, the brewing process and
ingredients, brewing equipment, improved manufacturing techniques for packaging
supplies and environmental improvements in the Company's operational processes.
The focus of these programs is to improve the quality and value of its malt
beverage products while reducing costs through more efficient processing
techniques, equipment design and improved varieties of raw materials.
ENERGY
The breweries in Zhaoqing use both heavy oil and electricity as
primary sources of energy. Heavy oil is used as the primary fuel in their steam
generation system and is supplied from regional sources. Electricity is
supplied by the local Electricity Bureau. The breweries have not experienced
any energy supply problems to date. As an alternative source of energy, the
Company also has fuel oil and propane available. Management of the Company does
not anticipate any supply problems in the future with respect to these natural
resources.
EMPLOYEES
During May and July 2001, the Company implemented a restructuring
program that eliminated the positions of a total of 538 employees of which 313
were from Zhaoqing Brewery, 177 were from Noble Brewery and 48 were from the
Marketing Company. As of December 31, 2001, there were approximately 1,536
employees employed by Zhaoqing Brewery, Noble Brewery, the Marketing Company and
Zao Yang High Worth Brewery, categorized as follows:
ZAO YANG
ZHAOQING NOBLE MARKETING HIGH WORTH
FUNCTION TOTAL BREWERY BREWERY COMPANY BREWERY
-------- ----- -------- ------- --------- ----------
(1) Production 865 170 460 - 235
(2) Engineering, Technology
and Quality Control 107 10 44 - 53
(3) Management and
Administration 163 34 37 21 71
(4) Marketing 176 - - 143 33
(5) Warehouse 102 17 50 - 35
(6) Others 123 26 59 17 21
----- -------- ------- --------- ----------
Total 1,536 257 650 181 448
===== ======== ======= ========= ==========
14
In 2001, labor costs (including the cost of benefits) accounted for
approximately 7.3%, 6.9% and 7.1% of the total costs of production for Noble
Brewery, Zhaoqing Brewery and Zao Yang High Worth Brewery, respectively. The
Company expects average wage rates of its employees will continue at the same
level in 2002 as compared to 2001.
Each full-time employee is a member of a local trade union. Labor
relations have remained positive and the breweries have not had any employee
strikes or major labor disputes. Unlike trade unions in western countries,
trade unions in most parts of China are organizations mobilized jointly by the
government and the management of the enterprises.
PABST LICENSING ARRANGEMENTS AND TRADEMARKS
PABST TRADEMARKS IN CHINA
The arrangements regarding the use of Pabst trademarks in China were
formalized in an agreement dated August 30, 1993 (the "License Agreement")
between Pabst US and Pabst Zhaoqing. Pabst Zhaoqing was wholly-owned at that
time by Zhaoqing Brewery, which was owned by Guangdong Blue Ribbon. The License
Agreement was for a period of fifteen years, from November 7, 1988 through
November 6, 2003. Under the terms of the License Agreement, Pabst Zhaoqing
obtained the exclusive right to produce and market products under Pabst
trademarks in China, the non-exclusive right to market such Pabst products in
other Asian countries except Hong Kong, Macau, Japan and South Korea, and the
right to sublicense the use of the Pabst trademarks to any other enterprise in
China, subject to approval of Pabst US. Royalties are payable quarterly to
Pabst US based on the volume (units) of beer produced.
By an Assets Transferring Agreement dated May 20, 1994 among Pabst
Zhaoqing, Pabst US and Guangdong Blue Ribbon, all rights and duties under the
License Agreement were assigned and transferred from Pabst Zhaoqing to Guangdong
Blue Ribbon. Guangdong Blue Ribbon agreed to fulfill the obligation as
sublicensor under the License Agreement between Pabst Zhaoqing as sublicensor,
and Noble Brewery and High Worth JV as sublicensee, respectively, as described
below.
NOBLE BREWERY
By a Sublicense Agreement dated October 12, 1993 (the "Noble
Sublicense Agreement") between Pabst Zhaoqing and Noble Brewery and approved by
Pabst US, Pabst Zhaoqing granted to Noble Brewery a sublicense to use
beer-related Pabst trademarks, the non-exclusive right to produce beer in
accordance with its production capacity under the sublicensed Pabst trademarks,
and the non-exclusive right to market such Pabst products in China and other
Asian countries except Hong Kong, Macau, Japan and South Korea. Royalties
calculated on the same basis as those payable to Pabst US are payable by Noble
Brewery to Pabst Zhaoqing. Under the terms of the Noble Sublicense Agreement,
Pabst Zhaoqing agreed that, except with respect to the enterprises of Guangdong
Blue Ribbon, it would not grant further sublicenses to any other enterprises in
Guangdong Province to use the Pabst trademarks thereby granted. At the time of
the Noble Sublicense Agreement, Zhaoqing Brewery was a member enterprise of
Guangdong Blue Ribbon.
15
HIGH WORTH JV/ZHAOQING BREWERY
By a Sublicense Agreement dated May 6, 1994 (the "High Worth
Sublicense Agreement") between Pabst Zhaoqing and High Worth JV and approved by
Pabst US on September 18, 1994, Pabst Zhaoqing granted to High Worth JV a
sublicense to allow Zhaoqing Brewery to use Pabst trademarks to produce beer in
accordance with its production capacity under the sublicensed Pabst trademarks
and to market such Pabst products in China and other Asian countries except Hong
Kong, Macau, Japan and South Korea. With respect to the production of Pabst
Blue Ribbon beer in Guangdong Province, since Zhaoqing Brewery was a member
enterprise of Guangdong Blue Ribbon at the time of the Noble Sublicense
Agreement, Zhaoqing Brewery was entitled to produce Pabst Blue Ribbon beer in
Guangdong Province.
Under the terms of the High Worth Sublicense Agreement, High Worth JV
and/or its affiliates have the sole right to be granted further sublicenses by
Pabst Zhaoqing for the use of the Pabst trademarks to produce beer in China
provided that they are located outside Guangdong Province. Further, Pabst
Zhaoqing covenanted that it would not grant further sublicenses with respect to
the Pabst trademarks to produce beer to any other enterprises except High Worth
JV or its affiliates. Accordingly, it is the position of the Company that,
through November 6, 2003, High Worth JV controls all future sublicensing for the
production of Pabst Blue Ribbon beer in China, which can be sold throughout
China and other Asian countries, excluding Hong Kong, Macau, Japan and South
Korea.
Other terms of the High Worth Sublicense Agreement are the same as in
the License Agreement. Royalties are payable quarterly by High Worth JV to
Pabst Zhaoqing based on the volume (units) of beer produced.
SICHUAN HIGH WORTH BREWERY
Effective December 31, 1997, the Company, through High Worth JV,
entered into a Settlement Agreement with Guangdong Blue Ribbon that allowed High
Worth JV to acquire a 51% interest in Sichuan Brewery, equivalent to an
effective interest of 31%. Prior to the completion of the acquisition of the
51% interest, pursuant to an Equity Transfer Agreement signed on January 19,
1999, High Worth JV received a 15% consideration-free equity interest in Sichuan
Brewery, equivalent to an effective interest of 9%. Sichuan Brewery was
formally restructured into a new joint venture company and is the fourth Pabst
Blue Ribbon brewing complex in China. High Worth JV was also granted a
three-year option to increase its equity interest to 51% at a fixed cost. The
restructuring into Sichuan High Worth Brewery, the new joint venture agreement,
the new memorandum of association, and other relevant legal documents were
approved by the local government in 1999.
During April 2001, as result of continuing operating losses and
adverse market conditions, the Company conducted discussions with its partners
in Sichuan High Worth Brewery, resulting in an agreement to withdraw from
Sichuan High Worth Brewery. The Company agreed to give up its effective
interest of 9% in Sichuan High Worth Brewery, and was released from any
liability for the brewery's accumulated losses. As part of this agreement,
Sichuan High Worth Brewery's right to produce Pabst Blue Ribbon beer was
terminated. The Company expects that Sichuan High Worth Brewery will be
dissolved pending the approval of the local government authorities. This
transaction is not expected to have any impact on the Company's results of
operations or financial position, since the sales of Sichuan High Worth Brewery
in the Sichuan region are being reallocated between Zhaoqing Brewery and Noble
Brewery as a result of the interest in Sichuan High Worth Brewery being given up
for no consideration.
16
ZAO YANG HIGH WORTH BREWERY
Pursuant to the terms of the Settlement Agreement and the High Worth
Sublicense Agreement, Guangdong Blue Ribbon granted a sublicense agreement to
Zao Yang High Worth Brewery on May 26, 1998 for the right to produce and sell
beer products under the Pabst Blue Ribbon label. Zao Yang High Worth Brewery is
required to pay royalty fees at the same rate as Pabst US charges Guangdong Blue
Ribbon plus a surcharge of RMB 25 per metric ton. Zao Yang High Worth Brewery
is obligated to meet the required quality standards for the production of Pabst
Blue Ribbon beer.
RECENT DEVELOPMENTS REGARDING PABST BLUE RIBBON TRADEMARK IN CHINA
Noble China Inc. is a public company listed on the Toronto Stock
Exchange that is the 60% shareholder of Noble Brewery. Noble China Inc. has
publicly reported that in May 1999 it entered into a license agreement with
Pabst Brewing Company granting it the right to utilize the Pabst Blue Ribbon
trademarks in connection with the production, promotion, distribution and sale
of beer in China for 30 years commencing in November 2003. In consideration for
the license agreement, Noble China Inc. reported that it had paid Pabst Brewing
Company US$5,000,000 for the right to use the Pabst Blue Ribbon trademarks and
agreed to pay royalties based on gross sales. Recently, Noble China Inc. has
publicly reported that it was experiencing certain financial difficulties, and
that if such difficulties continued into the first half of 2002, it would soon
face insolvency and be forced to consider several alternatives.
Management has consulted with legal counsel regarding the legitimacy
of the purported license and the Company's potential responses. In addition,
management has consulted with Guangdong Blue Ribbon, the owner of the Pabst Blue
Ribbon trademark in China, regarding potential responses, and has met with
representatives of Noble China Inc. in an attempt to explore a potential
settlement.
Management of the Company has requested that Guangdong Blue Ribbon
take appropriate action to protect its rights and its sub-licensees' rights to
utilize the Pabst Blue Ribbon trademark in China. The Company has been advised
that Guangdong Blue Ribbon is still evaluating the situation and has not yet
determined how it will respond to this matter. Once Guangdong Blue Ribbon has
responded, the Company expects to be in a position to evaluate and revise its
future business plan and strategy accordingly. The Company is currently unable
to predict the effect that this development may have on future operations.
However, the inability of the Company to obtain a sub-license from Noble China
Inc. or enter into some other form of strategic relationship under acceptable
terms and conditions to allow the Company to continue to produce and distribute
Pabst Blue Ribbon beer in China would have a material adverse effect on the
Company's future results of operations, financial position and cash flows.
During December 2000, the Company and Noble China Inc. signed a
memorandum pursuant to which a management committee was established to evaluate
the potential to coordinate and enhance the operations of Zhaoqing Brewery,
Noble Brewery and the Marketing Company. Effective January 1, 2001, the
management, marketing, production and operations of Zhaoqing Brewery, Noble
Brewery and the Marketing Company were pooled together under a newly-created
management entity named "Blue Ribbon Enterprises" in order to achieve improved
coordination of human, financial, production and marketing activities. This
pooled management structure is expected to achieve greater efficiency and
improved operating profitability. Although it is anticipated that certain
pooled costs will be allocated in proportion to each brewery's respective
production capacities, Zhaoqing Brewery, Noble Brewery and the Marketing Company
will each remain as legally distinct entities. The management committee will
also commence a study to evaluate the formation of a new unified company.
17
The Company's controlling shareholder, Lan Wei, owns a 19.6% equity
interest in Noble China Inc., which it acquired in January 2002 as part of the
transaction in which it acquired a controlling interest in the Company. The
Company's prior controlling shareholder, Huaqiang, acquired this 19.6% equity
interest in Noble China Inc. during 2001.
THE JOINT VENTURE COMPANIES
FORMATION OF THE JOINT VENTURE COMPANIES
In 1992, Zhaoqing Brewery became a member enterprise (affiliate) of
Guangdong Blue Ribbon. In June 1993, Zhaoqing Brewery entered into a Joint
Venture Agreement with Goldjinsheng Holdings Ltd. ("Goldjinsheng") to form Noble
Brewery (the "Noble Joint Venture Agreement"), pursuant to which Goldjinsheng
acquired a 60% interest and Zhaoqing Brewery acquired a 40% interest.
Goldjinsheng was a wholly-owned subsidiary of Noble China Inc. The term of the
joint venture is for 20 years, which may be extended upon the agreement of the
two joint venture partners and approval from the applicable Chinese governmental
agencies.
In May 1994, Guangdong Blue Ribbon and Holdings entered into a Joint
Venture Agreement providing for the establishment of High Worth JV. The term of
the joint venture is 50 years, and is subject to extension by agreement of the
parties and approval from the government. Holdings and Guangdong Blue Ribbon
acquired 60% and 40% interests, respectively, in High Worth JV.
In January 1998, High Worth JV and Zao Yang Brewery entered into a
Joint Venture Agreement providing for the establishment of Zao Yang High Worth
Brewery. The term of the joint venture is 15 years, and is extendable by
agreement of the parties and approval from the government.
On October 18, 1999, Holdings, through its wholly-owned subsidiary
incorporated in the British Virgin Islands, March International, signed a formal
Joint Venture Agreement with Jilin Province Jiutai City Brewery and Jilin
Province Chuang Xiang Zhi Yie Ltd., both of which are unaffiliated PRC
companies, to form Jilin Lianli Brewery. March International received a 51%
effective interest in Jilin Lianli Brewery. The Joint Venture Agreement was
approved by the local government and formal operations commenced in May 2000.
However, due to weak market response and the inability of the Chinese local
partners to honor their working capital commitment, the production and operation
of Jilin Lianli Brewery was formally terminated in December 2000.
The operations of Jilin Lianli Brewery generated a loss during the
year ended December 31, 2000. The Company included its proportionate share of
the loss of RMB 4,209,460 in its consolidated results of operations for the year
ended December 31, 2000. In addition, the Company recorded a charge to
operations of RMB 6,000,000 and RMB 2,750,000 at December 31, 2000 and March 31,
2001, respectively, with respect to a provision for impairment of plant,
machinery and equipment at Jilin Lianli Brewery. The operations of Jilin Lianli
Brewery subsequent to December 31, 2000 consist primarily of nominal costs
related to the care and maintenance of the facility. Although the Company has
been in negotiations with certain interested parties in an effort to dispose of
its equity interest in Jilin Lianli Brewery, no formal agreement has been
reached. During the year ended December 31, 2001, the Company wrote-off its
remaining investment in Jilin Lianli Brewery of RMB 1,224,109. The Company has
written off a total of RMB 13,788,500 with respect to this investment.
OPERATION OF THE JOINT VENTURE COMPANIES
The establishment and activities of High Worth JV, Noble Brewery and
Zao Yang High Worth Brewery are governed by the joint venture laws and
regulations of China and the applicable joint venture agreements. Holdings
interest in the profits of High Worth JV is in the same proportion (i.e., 60%)
18
as its investment in High Worth JV; Zhaoqing Brewery's interest in the profits
of Noble Brewery is in the same proportion (i.e., 40%) as its investment in
Noble Brewery; High Worth JV's interest in the profits of Zao Yang High Worth
Brewery is in the same proportion (i.e., 55%) as its investment in Zao Yang High
Worth Brewery.
Under the Noble Joint Venture Agreement, Noble Brewery is governed by
a board of directors, consisting of five individuals, three of whom, including
the chairman, are nominated by Goldjinsheng, with the remaining two, including
the vice chairman, by Zhaoqing Brewery. The operation and management of Noble
Brewery is the responsibility of Zhaoqing Brewery. Accordingly, Zhaoqing
Brewery has the decision-making authority on substantially all aspects of the
daily operations of Noble Brewery such as purchasing, production, sales and
marketing, finance and human resources. Goldjinsheng has the right to appoint
staff to participate in the accounting functions of Noble Brewery. All matters
to be approved by the board of directors require either unanimous vote or the
vote of four out of the five directors. Accordingly, no decision of the board
can be made without the approval of Zhaoqing Brewery's designee.
Under the High Worth JV Joint Venture Agreement, High Worth JV is
governed by a board of directors consisting of seven individuals, four of whom
are appointed by Holdings and three of whom are appointed by Guangdong Blue
Ribbon. The board of directors controls the management and operation of High
Worth JV. Generally, votes on the board of directors are taken by majority
vote, except for the following matters relating to the existence and legal
structure of the joint venture, all of which require a unanimous vote:
amendments to the articles of association; termination or dissolution of the
joint venture; increase in, or transfer of, the registered capital of the joint
venture; establishment of subsidiaries or combination with other entities; and
change in the share structure. The general manager is appointed by the board of
directors and is responsible for carrying out the decisions of the board as well
as for the day-to-day management of High Worth JV.
Zao Yang High Worth Brewery was formed as a Chinese limited company
with two joint venture owners. Pursuant to the Zao Yang High Worth Brewery
Joint Venture Agreement, Zao Yang High Worth Brewery is governed by a board of
directors consisting of five individuals, three of whom, including the chairman,
are nominated by High Worth JV, with the remaining two, including the
vice-chairman, by Zao Yang Brewery. Generally, votes on the board of directors
are taken by majority vote, except for the following matters relating to the
existence and legal structure of the joint venture, all of which require a
unanimous vote: amendment to the articles of association; termination or
dissolution of the joint venture; increase in, or transfer of, the registered
capital of the joint venture; establishment of subsidiaries or combination with
other entities; and change in the share structure. The general manager is
appointed by the board of directors and is responsible for carrying out the
decisions of the board as well as for the day-to-day management of Zao Yang High
Worth Brewery.
GOLDJINSHENG AGREEMENT
A provisional agreement, subject to the approval of the applicable
Chinese governmental agencies and the execution of separate definitive
agreements with respect to the various matters referred to below, was made among
Goldjinsheng, the owner of the remaining 60% interest in Noble Brewery, Zhaoqing
Brewery, Noble Brewery, High Worth JV and Guangdong Blue Ribbon on May 10,
1995 (the "Goldjinsheng Agreement") confirming that:
(a) High Worth JV was entitled to brew and sell beer under the Pabst Blue
Ribbon label produced in its brewing facilities up to a maximum annual
production capacity of 100,000 tons.
19
(b) High Worth JV and/or companies in which High Worth JV has an interest
are entitled to be granted a sublicense from Guangdong Blue Ribbon with
the right to produce and sell beer under the Pabst Blue Ribbon label in
the Guangdong Province of China (an "Additional Facility") up to a maximum
annual production capacity of 300,000 tons.
In the event that High Worth JV desires to obtain a sublicense for an
Additional Facility, Goldjinsheng has the right to purchase up to a 40%
interest in such Additional Facility. The purchase price for such interest
will be the actual cost of such Additional Facility multiplied by the
percentage interest that Goldjinsheng elects to purchase.
(c) A marketing company, owned 8% by Guangdong Blue Ribbon, 52% by High
Worth JV and 40% by Goldjinsheng, will organize and coordinate the sale of
Pabst Blue Ribbon beer produced by High Worth JV and Noble Brewery. High
Worth JV and Noble Brewery will each create their own distribution company
or division. The distribution company of High Worth JV will have the sole
right to acquire 100% of the production of High Worth JV and 40% of the
production of Noble Brewery, while the distribution company of Noble
Brewery will have the sole right to acquire 60% of the production of Noble
Brewery. The respective distribution companies will appoint the Marketing
Company as their sole and exclusive agent to market Pabst Blue Ribbon beer
in China. If the provisions as to ownership are implemented, the
respective interests of Guangdong Blue Ribbon and the Company in the
Marketing Company will be adjusted (see "MARKETING AND OPERATIONS --
SUMMARY OF OPERATIONS").
Subsequent to the signing of the Goldjinsheng Agreement, the Company,
Guangdong Blue Ribbon and Goldjinsheng have attempted to complete the respective
separate definitive agreements. In December 1996, Guangdong Blue Ribbon and
Goldjinsheng advised the Company that they intended to modify some of the terms
of the Goldjinsheng Agreement and to propose incorporating those modifications
in the respective separate definitive agreements. In addition, the negotiation
process was interrupted by the previously described Sichuan Brewery issue in
1997 and 1998 and the Pabst trademark issue in 1999. The Company believes that
the delays in completing the separate definitive agreements will not have a
material effect on the validity of the terms and provisions contained in the
Goldjinsheng Agreement.
OPERATING IN CHINA
Because the operations of the Company are based exclusively in China,
the Company is subject to rules and restrictions governing China's legal and
economic system as well as general economic and political conditions in that
country.
INFLATION/ECONOMIC POLICIES. General economic conditions in China
could have a significant impact on the Company. The economy of China differs in
certain material respects from that of the United States, including its
structure, levels of development and capital reinvestment, growth rate,
government involvement, resource allocation, rate of inflation and balance of
payments position. Although the majority of China's productive assets are still
owned by the state, the adoption of an economic reform policy since 1978 has
resulted in the gradual reduction in the role of state economic plans and the
allocation of resources, pricing and management of such assets, with increased
emphasis on the utilization of market forces, and rapid growth in the Chinese
economy. The success of the Company depends in substantial part on the
continued economic growth of the Chinese economy.
20
In the recent decade, the Chinese economy has experienced periods of
rapid economic growth as well as high rates of inflation, which in turn, has
resulted in the adoption by the Chinese government from time to time of various
corrective measures designed to regulate growth and contain inflation. Since
1993, the Chinese government has implemented an economic program to control
inflation, which has resulted in the tightening of working capital available to
Chinese state-owned enterprises, and in the slowing of the pace of economic
growth and general market consumption.
CURRENCY MATTERS. The State Administration for Exchange Control
("SAEC"), under the authority of the People's Bank of China ("PBOC"), controls
the conversion of RMB into foreign currency. Prior to January 1, 1994, RMB
could be converted into foreign currency through the Bank of China or other
authorized institutions at official rates fixed daily by the SAEC. RMB could
also be converted at swap centers ("Swap Centers") open to Chinese enterprises
and foreign-funded Chinese enterprises, subject to SAEC approval of each foreign
currency trade, at exchange rates negotiated by the parties for each
transaction. Effective January 1, 1994, a unitary exchange rate system was
introduced in China, replacing the dual-rate system previously in effect. In
connection with the creation of a unitary exchange rate, the establishment of
the China Foreign Exchange Trading System inter-bank foreign exchange market and
the phasing out of the Swap Centers were announced. All Swap Centers were
formally closed effective December 1, 1998, and foreign-funded enterprises must
satisfy their foreign exchange requirements through licensed banks and financial
institutions at the prevailing exchange rates quoted by the People's Bank of
China.
Effective July 1, 1996, the government of China began to take steps to
make its currency fully convertible on a "current account" basis. This will
allow foreign-funded enterprises, whether wholly-owned or joint ventures with
Chinese parties, to buy and sell foreign exchange in banks for purposes of
trade, services, debt repayment and profit repatriation. The "current account"
measures the flow of money into and out of a nation, including the net balance
on trade in goods and services, plus remittances.
As China was recently admitted as a member of the World Trade
Organization, the central government of China is expected to adopt a more
rigorous approach to partially deregulate the currency conversion restriction,
which may in turn increase the exchange rate fluctuation of the RMB. Should
there be any major change in the central government's currency policies, the
Company does not believe that such an action would have a detrimental effect on
the Company's operations, since the Company conducts virtually all of its
business in China, and the sale of its products is settled in RMB.
The Company has historically relied on dividend distributions,
converted from RMB into USD, to fund its activities outside of China. The
Company does not expect that the current foreign exchange controls will affect
the ability of High Worth JV to continue to distribute such dividends. However,
in the event of a substantial currency fluctuation, High Worth JV could elect to
distribute dividends in RMB, which would then be converted into other currencies
at the time when the prevailing market rates are stabilized.
LEGAL SYSTEM. Since 1979, many laws and regulations dealing with
economic matters in general and foreign investment in particular have been
promulgated in China. The Chinese constitution adopted in 1989 authorizes
foreign investment, and guarantees the "lawful rights and interests" of foreign
investors in China. The trend of legislation over the past twelve years has
significantly enhanced the protection afforded foreign investment and allowed
for more active control by foreign parties of foreign investment enterprises in
China. There can be no assurance, however, that the current trend and economic
legislation toward promoting market reforms and experimentation will not be
slowed, curtailed or reversed, especially in the event of a change in
leadership, social or political disruption, or unforeseen circumstances
affecting China's political, economic or social life.
21
Despite some progress in developing a legal system, China does not
have a comprehensive system of laws. The interpretation of Chinese laws may be
subject to policy changes reflecting domestic political factors. Enforcement of
existing laws may be uncertain and sporadic, and implementation and
interpretation may be inconsistent. The Chinese judiciary is relatively
inexperienced in enforcing the laws or terms of contracts, leading to a higher
than usual degree of uncertainty as to the outcome of litigation. Even where
adequate laws exist in China, it may be impossible to obtain swift and equitable
law enforcement, or to obtain enforcement of a judgment by a court of another
jurisdiction. As the Chinese legal system develops, the promulgation of new
laws, changes to existing laws, and the preemption of local regulations by
national laws may adversely affect foreign investors, such as the Company.
The Company's activities in China may by law be subject, in some
cases, to administrative review and approval by various national, provincial and
local agencies of the Chinese government. While China has promulgated an
administrative procedural law permitting redress to the courts with respect to
certain administrative actions, this law is largely untested.
TAX MATTERS. The Company's operations in China are subject to four
types of taxes: Income Tax, Value Added Tax ("VAT"), Consumption Tax and other
Sales Tax.
Noble Brewery and High Worth JV are governed by the Income Tax Law of
China concerning Foreign Investment Enterprises and Foreign Enterprises (the
"FIE Law"). Under the current FIE Law, Noble Brewery and High Worth JV were
exempt from payment of Income Tax for the first two taxation years in which
Noble Brewery and High Worth JV each became profitable. The Income Tax rate for
the following three years is reduced by 50% and is thereafter calculated at the
full rate. The last year of 50% tax exemption for Noble Brewery was 1998 and
for High Worth JV was 2000. The current official Income Tax rate on profits for
Noble Brewery is 27% (33% less a 6% temporary reduction provided as an economic
incentive by the Chinese government) and for High Worth JV is 33%, unless
specifically exempted or reduced by the local authorities.
Zao Yang High Worth Brewery was established as a China joint venture
limited company and is subject to the Income Tax Law of China concerning a
Chinese limited company. The current official Income Tax rate on profits for
Zao Yang High Worth Brewery is 33%. However, local tax authorities may
specifically exempt or reduce the tax rate as an economic incentive.
In addition to the FIE Law, which is computed on profits, Noble
Brewery, Zhaoqing Brewery and Zao Yang High Worth Brewery are also subject to
two kinds of turnover taxes for their respective sales, the VAT and Consumption
Tax. The applicable VAT rate is 17% for brewery products sold in China. The
amount of VAT liability is determined by applying the applicable tax rate to the
invoiced amount less VAT paid on purchases made with the relevant supporting
invoices. The Consumption Tax rate together with a government surcharge for
brewery products was approximately RMB 220 per metric ton. Beginning May 1,
2001, consumption taxes were increased for beers selling in excess of RMB 3,000
per metric ton, to RMB 250 per metric ton. The Consumption Tax is determined on
the volume of sales within China. No Consumption Tax is levied on wholesale
trading of brewery products, on exported goods or on non-alcoholic beverage
products.
Currently, there are no withholding taxes imposed on dividends paid by
High Worth JV to Holdings.
22
DISTRIBUTION OF PROFITS. Applicable Chinese laws and regulations
require that, before a Sino-foreign joint venture enterprise (such as High Worth
JV and Noble Brewery) distributes profits to investors, it must (1) satisfy all
PRC tax liabilities; (2) provide for losses in previous years; and (3) make
allocations in proportions determined at the sole discretion of the Board of
Directors to a general reserve fund, an enterprise development fund and a staff
welfare and employee bonus fund. Distribution of profits by the joint ventures
to the Company and their other equity investors are required to be in proportion
to each party's respective investment in the joint venture.
REGULATIONS
Central, provincial and local laws and regulations govern the
operations of the breweries. The central government and all provinces in which
the Company's malt beverage products are distributed regulate trade practices,
advertising and marketing practices, relationships with distributors and related
matters. Governmental entities also levy various taxes, license fees and other
similar charges and may require bonds to ensure compliance with applicable laws
and regulations.
HISTORY
The Company was organized in the state of Florida as Video Promotions,
Inc. on April 20, 1988. The Company subsequently changed its name to National
Sweepstakes, Inc. and then to Natural Fuels, Inc. For a period of time prior to
December 16, 1994, the business of the Company was devoted to seeking potential
acquisition or merger opportunities.
On December 16, 1994, the Company acquired all of the outstanding
shares of Holdings from Oriental Win Holdings Ltd. ("Oriental Win") and
Goldchamp Ltd. ("Goldchamp") in exchange for 3,960,000 shares and 240,000 shares
of the Company's Class A common stock issued to Oriental Win and Goldchamp,
respectively, and 3,000,000 shares of the Company's Class B common stock issued
to Oriental Win. The Class B common stock carries two votes per share but is
otherwise equivalent to the Class A common stock. In addition, the Company
issued an aggregate of 600,000 shares of the Company's Class A common stock to
various parties for consulting services in connection with the acquisition of
Holdings. At the time of the acquisition, Holdings owned a 60% interest in High
Worth JV. This transaction was accounted for as a recapitalization of Holdings
with Holdings as the acquirer (reverse acquisition).
On November 22, 1994, the Company effected a 1-for-22 reverse stock
split in anticipation of this transaction.
On March 15, 1995, the Company changed its name to CBR Brewing
Company, Inc.
23
ITEM 2. PROPERTIES
The Company's major facilities are as follows:
FACILITY LOCATION PRODUCT
- -------- -------- -------
Noble Brewery City of Zhaoqing on a site Malt Beverages
containing approximately
135,000 square meters
Zhaoqing Brewery City of Zhaoqing on a site Malt Beverages
containing approximately
131,000 square meters
Zao Yang High Worth City of Zao Yang on a site Malt Beverages
Brewery containing approximately
70,000 square meters
The facilities of Noble Brewery and Zhaoqing Brewery are well
maintained and suitable for their respective operations. The facilities of Zao
Yang High Worth Brewery have been modernized and new equipment has been added to
convert them into Pabst Blue Ribbon beer production complexes.
The Company estimates that Zhaoqing Brewery, Noble Brewery and Zao
Yang High Worth Brewery operated at approximately 42.0%, 42.4% and 67.0%,
respectively, of their theoretical brewing capacities during the year ended
December 31, 2001. Annual production capacity can vary due to product mix,
packaging mix, market demand and seasonality.
ITEM 3. LEGAL PROCEEDINGS
There are no pending or threatened legal proceedings against the
Company or its subsidiaries, joint ventures or affiliates, except as described
below.
On April 3, 2002, Noble Brewery was served with an order from the High
Court of Shandong Province freezing a portion of its bank accounts with
aggregate balances of approximately RMB 35,700,000. The court order is related
to litigation between Noble China Inc., Shandong Noble Brewery Ltd. and China
Coast Property Development Ltd, with respect to Noble China Inc.'s 1994
investment in Shandong Shouguang Brewery Co. Ltd. China Coast Property
Development Ltd. is owned by the brother of Lei Kat Chong, the former chairman
of Noble China Inc., and is asserting a total claim against Noble China Inc. of
approximately RMB 53,100,000. Noble China Inc., through its wholly-owned
subsidiary, Linchpin Holdings Limited, owns a 60% interest in Noble Brewery.
The court order specified that a total of RMB 53,100,000 was to be
retained by Noble Brewery pending resolution of the litigation. Accordingly, in
addition to the RMB 35,700,000 of funds frozen, Noble Brewery will also be
obligated to withhold potential dividend distributions or equity interests due
to Linchpin Holdings Limited of RMB 17,400,000.
24
Noble Brewery has engaged legal counsel in the PRC to file a challenge
to the court order, but there can be no assurances that this effort will be
successful.
The RMB 35,700,000 of funds frozen by court order will be designated
by Noble Brewery as a portion of future dividend distributions payable to
Linchpin Holdings Limited. As of December 31, 2001, Linchpin Holdings Limited
was entitled to total dividend distributions from the retained earnings of Noble
Brewery of RMB 50,300,000.
Management of Noble Brewery believes that Noble Brewery's operations
will not be impaired as a result of the court order freezing a portion of its
bank accounts, and that Noble Brewery has adequate working capital resources to
fund its current operating requirements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's security
holders during the fourth quarter of the fiscal year ended December 31, 2001.
25
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) Market Information
The Class A common stock of CBR Brewing Company, Inc. is traded on the
OTC Bulletin Board under symbol "CBRB". During 2001 and 2000, trading activity
in the Class A common stock was generally limited and sporadic, and should not
be deemed to constitute an "established public trading market". There is no
trading market for the Class B common stock.
The following table sets forth the range of closing prices of the
Company's Class A common stock as quoted during the periods indicated. Such
prices reflect prices between dealers in securities and do not include any
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions. The information set forth below was obtained from America Online,
Inc.
High Low
------ -----
Year Ended December 31, 2001:
Three Months Ended -
March 31, 2001 $0.55 $0.20
June 30, 2001 0.60 0.18
September 30, 2001 0.45 0.18
December 31, 2001 0.40 0.10
Year Ended December 31, 2000:
Three Months Ended -
March 31, 2000 $0.56 $0.38
June 30, 2000 1.00 0.50
September 30, 2000 0.88 0.53
December 31, 2000 0.63 0.38
(b) Holders
As of March 31, 2002, the Company had 14 shareholders of record with
respect to its Class A common stock and three shareholders of record with
respect to its Class B common stock, excluding shares held in street name by
brokerage firms and other nominees who hold shares for multiple investors.
(c) Dividends
Holders of common stock are entitled to receive dividends if, as and
when declared by the Board of Directors out of funds legally available therefor.
The Company has never paid cash dividends on its common stock and has no present
intention of paying cash dividends in the foreseeable future. It is the present
policy of the Board of Directors to retain all earnings to provide for the
future growth and development of the Company. However, such policy is subject to
change based on current industry and market conditions, as well as other factors
beyond the control of the Company.
26
The Company's ability to pay dividends to its shareholders is
dependent on the Company receiving distributions through Holdings from its PRC
subsidiaries and affiliates, which generate all of the Company's earnings and
cash flows.
Pursuant to the relevant laws and regulations of Sino-foreign joint
venture enterprises, the profits of High Worth JV, calculated pursuant to
generally accepted accounting principles in the PRC ("PRC GAAP"), are available
for distribution in the form of cash dividends to each equity investor, in
proportion to each investor's interest in the joint venture, after satisfaction
of all PRC tax liabilities, provision for any losses in previous years, and
appropriations to reserve funds, as determined at the discretion of the board of
directors in accordance with PRC accounting standards and regulations. The
principal adjustments necessary to conform PRC GAAP financial statements to
financial statements prepared in accordance with generally accepted accounting
principles in the United States ("US GAAP") are the reclassification of certain
expense items from income appropriations to charges against income, adjustments
for sales, other income and purchases recognized on a cash basis, depreciation
charges, deferred taxation and revaluation of fixed assets.
In accordance with the relevant laws and regulations in the PRC, the
profits available for distribution are based on PRC GAAP financial statements.
If High Worth JV has foreign currency available after meeting the operational
needs of its PRC subsidiaries, it may elect to make a profit distribution to
Holdings. Otherwise, it will be necessary to obtain approval from the State
Administration for Exchange Control and convert such distributions at licensed
banks and financial institutions.
(d) Sales of Unregistered Securities
The Company did not sell any unregistered securities during the years ended
December 31, 1999, 2000 and 2001.
ITEM 6. SELECTED FINANCIAL DATA
The following financial data has been derived from the audited
consolidated financial statements and should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere in this
document. All amounts are in RMB. The exchange rate was approximately US$1.00
to RMB 8.30 at December 31, 1997, 1998, 1999, 2000 and 2001.
CBR Brewing Company, Inc.
(in RMB) and Subsidiaries
------------------------
Years Ended December 31,
-----------------------------------------------------------------------
2001 2000 1999 1998 1997
------------- ----------- ------------ ------------- --------------
Consolidated Statement
of Operations Data:
Sales, net of sales taxes 713,794,599 941,147,545 986,458,832 1,121,007,111 1,169,286,489
Gross profit 214,858,338 205,979,387 218,202,956 193,523,991 208,326,796
Operating income (loss) (47,055,065) (94,288,604) (412,431) (24,070,401) 11,214,860
Net income (loss) (29,277,019) (28,905,192) 23,655,102 21,391,510 30,762,902
Net income (loss)
per common share (3.66) (3.61) 2.95 2.67 3.84
Cash dividends declared per
common share -0- -0- -0- -0- -0-
As of December 31,
--------------------------------------------------------------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
Consolidated Balance
Sheet Data:
Net working capital
deficiency (295,884,832) (274,731,879) (160,971,900) (192,019,443) (102,725,259)
Total assets 693,313,494 782,793,235 822,467,276 870,426,327 835,094,540
Long-term liabilities 12,400,211 16,699,543 10,000,000 2,847,911 16,512,851
Advances from shareholders - - 36,719,200 50,267,705 73,617,552
Shareholders' equity 168,547,444 197,824,463 226,555,203 202,202,300 178,351,384
27
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW AND MAJOR DEVELOPMENTS:
Effective December 16, 1994, the Company acquired Holdings, which,
through its subsidiaries and affiliates, is engaged in the production and sale
of Pabst Blue Ribbon beer in China. Holdings is a holding company which was
formed solely to effect the acquisition of a 60% interest in High Worth JV. On
October 31, 1994, High Worth JV acquired a 100% interest in Zhaoqing Brewery,
including its 40% interest in Noble Brewery.
The acquisition of Zhaoqing Brewery, including its 40% interest in
Noble Brewery, was accounted for under the purchase method of accounting. The
consolidated financial statements include the results of operations of Zhaoqing
Brewery on a consolidated basis and Noble Brewery under the equity method of
accounting for investments commencing October 31, 1994. For accounting
purposes, the acquisition of Holdings by the Company was treated as a
recapitalization of Holdings with Holdings as the acquirer (reverse
acquisition).
Through a Sublicense Agreement dated May 6, 1994 between Pabst
Zhaoqing and High Worth JV, High Worth JV acquired a sublicense to utilize Pabst
trademarks in conjunction with the production and marketing of beer in China and
other Asian countries except Hong Kong, Macau, Japan and South Korea. The
sublicense is subject to a prior License Agreement between Pabst US and Pabst
Zhaoqing, and a subsequent Assets Transferring Agreement among Pabst Zhaoqing,
Pabst US and Guangdong Blue Ribbon (see "ITEM 1. BUSINESS - PABST LICENSING
ARRANGEMENTS AND TRADEMARKS"). The License Agreement expires on November 6,
2003.
Noble China Inc. is a public company listed on the Toronto Stock
Exchange that is the 60% shareholder of Noble Brewery. Noble China Inc. has
publicly reported that in May 1999 it entered into a license agreement with
Pabst Brewing Company granting it the right to utilize the Pabst Blue Ribbon
trademarks in connection with the production, promotion, distribution and sale
of beer in China for 30 years commencing in November 2003. In consideration for
the license agreement, Noble China Inc. reported that it had paid Pabst Brewing
Company US$5,000,000 for the right to use the Pabst Blue Ribbon trademarks and
agreed to pay royalties based on gross sales. Noble China Inc. has publicly
reported that it was experiencing certain financial difficulties, and that if
such difficulties continued into the first half of 2002, it would soon face
insolvency and be forced to consider several alternatives.
Management has consulted with legal counsel regarding the legitimacy
of the purported license and the Company's potential responses. In addition,
management has consulted with Guangdong Blue Ribbon, the owner of the Pabst Blue
Ribbon trademark in China, regarding potential responses, and has met with
representatives of Noble China Inc. in an attempt to explore a potential
settlement.
28
Management of the Company has requested that Guangdong Blue Ribbon take
appropriate action to protect its rights and its sub-licensees' rights to
utilize the Pabst Blue Ribbon trademark in China. The Company has been advised
that Guangdong Blue Ribbon is still evaluating the situation and has not yet
determined how it will respond to this matter. Once Guangdong Blue Ribbon has
responded, the Company expects to be in a position to evaluate and revise its
future business plan and strategy accordingly. The Company is currently unable
to predict the effect that this development may have on future operations.
However, the inability of the Company to obtain a sub-license from Noble China
Inc. or enter into some other form of strategic relationship under acceptable
terms and conditions to allow the Company to continue to produce and distribute
Pabst Blue Ribbon beer in China would have a material adverse effect on the
Company's future results of operations, financial position and cash flows.
During December 2000, the Company and Noble China Inc. signed a
memorandum pursuant to which a management committee was established to evaluate
the potential to coordinate and enhance the operations of Zhaoqing Brewery,
Noble Brewery and the Marketing Company. Effective January 1, 2001, the
management, marketing, production and operations of Zhaoqing Brewery, Noble
Brewery and the Marketing Company were pooled together under a newly-created
management entity named "Blue Ribbon Enterprises" in order to achieve improved
coordination of human, financial, production and marketing activities. This
pooled management structure is expected to achieve greater efficiency and
improved operating profitability. Although it is anticipated that certain pooled
costs will be allocated in proportion to each brewery's respective production
capacities, Zhaoqing Brewery, Noble Brewery and the Marketing Company will each
remain as legally distinct entities. The management committee will also commence
a study to evaluate the formation of a new unified company.
The Company's controlling shareholder, Lan Wei, owns a 19.6% equity
interest in Noble China Inc., which it acquired in January 2002 as part of the
transaction in which it acquired a controlling interest in the Company. The
Company's prior controlling shareholder, Huaqiang, acquired this 19.6% equity
interest in Noble China Inc. during 2001.
During February 1995, the Marketing Company was established to conduct
the distribution, marketing and promotion throughout China of the Pabst Blue
Ribbon beer produced by Zhaoqing Brewery and Noble Brewery. The Company owns a
42% net interest in the Marketing Company. Zhaoqing Brewery and Noble Brewery
commenced selling their production of Pabst Blue Ribbon beer through the
Marketing Company in April 1995 and July 1995, respectively. Subsequently,
Sichuan High Worth Brewery and Zao Yang High Worth Brewery commenced selling
their production of Pabst Blue Ribbon beer through the Marketing Company in
April 1997 and June 1998, respectively. The consolidated financial statements
include the results of operations of the Marketing Company on a consolidated
basis commencing from April 1, 1995. The Company has a controlling interest in
the Marketing Company even though it has an effective interest of only 42%
because of the Company's 60% interest in High Worth JV and 70% interest in the
Marketing Company (through a subsidiary), and because the Company controls the
majority of the votes on the board of directors of the Marketing Company and the
subsidiary.
In January 1998, the Company, through High Worth JV, established a
brewery in Hubei Province pursuant to a joint venture agreement in which the
Company acquired an effective interest of 33%. Zao Yang High Worth Brewery
commenced the production of Pabst Blue Ribbon beer in June 1998, at which time
the Marketing Company also began purchasing Zao Yang High Worth Brewery's
production of Pabst Blue Ribbon beer for distribution. The consolidated
29
financial statements include the results of operations of Zao Yang High Worth
Brewery on a consolidated basis commencing from January 13, 1998. The Company
has a controlling interest in Zao Yang High Worth Brewery even though it has an
effective interest of only 33% because of the Company's 60% interest in High
Worth JV and 55% interest in Zao Yang High Worth Brewery (through High Worth
JV), and because the Company controls the majority of the votes on the board of
directors of High Worth JV and Zao Yang High Worth Brewery.
Effective December 31, 1997, the Company, through High Worth JV,
entered into a Settlement Agreement with Guangdong Blue Ribbon that allowed it
to acquire a 51% interest in Sichuan Brewery, equivalent to an effective
interest of 31%. Prior to the completion of the acquisition of the 51%
interest, pursuant to an Equity Transfer Agreement signed on January 19, 1999,
High Worth JV received a 15% consideration-free equity interest in Sichuan
Brewery, so that the Company had an effective interest of 9%. Sichuan Brewery
was formally restructured into a new joint venture company and was the fourth
Pabst Blue Ribbon brewing complex in China. High Worth JV was also granted a
three-year option to increase its equity interest to 51% at a fixed cost.
During April 2001, as a result of continuing operating losses and
adverse market conditions, the Company conducted discussions with its partners
in Sichuan High Worth Brewery, resulting in an agreement to withdraw from
Sichuan High Worth Brewery. The Company agreed to give up its effective
interest of 9% in Sichuan High Worth Brewery, and was released from any
liability for the brewery's accumulated losses. As part of this agreement,
Sichuan High Worth Brewery's right to produce Pabst Blue Ribbon beer was
terminated. The Company expects that Sichuan High Worth Brewery will be
dissolved pending the approval of the local government authorities. This
transaction is not expected to have any impact on the Company's results of
operations or financial position, since the sales of Sichuan High Worth Brewery
in the Sichuan region are being reallocated between Zhaoqing Brewery and Noble
Brewery as a result of the interest in Sichuan High Worth Brewery being given up
for no consideration.
On October 18, 1999, Holdings, through its wholly-owned subsidiary
incorporated in the British Virgin Islands, March International, signed a formal
Joint Venture Agreement with Jilin Province Jiutai City Brewery and Jilin
Province Chuang Xiang Zhi Yie Ltd., both of which are unaffiliated PRC
companies, to form Jilin Lianli Brewery. The total registered and paid-up
capital of Jilin Lianli Brewery was RMB 25,000,000. The technical renovation of
the existing brewing equipment and the installation of the new packing line was
completed in April 2000 and formal operations commenced in May 2000. However,
due to weak market response and the inability of the Chinese local partners to
honor their portion of the working capital commitment, the Company decided to
terminate the production and operation of Jilin Lianli Brewery in December 2000,
which had been producing local brand beer since May 2000.
The operations of Jilin Lianli Brewery generated a loss during the
year ended December 31, 2000. The Company included its proportionate share of
the loss of RMB 4,209,460 in its consolidated results of operations for the year
ended December 31, 2000. In addition, the Company recorded a charge to
operations of RMB 6,000,000 and RMB 2,750,000 at December 31, 2000 and March 31,
2001, respectively, with respect to a provision for impairment of plant,
machinery and equipment at Jilin Lianli Brewery. The operations of Jilin Lianli
Brewery subsequent to December 31, 2000 consist primarily of nominal costs
related to the care and maintenance of the facility. Although the Company has
been in negotiations with certain interested parties in an effort to dispose of
its equity interest in Jilin Lianli Brewery, no formal agreement has been
reached. In June 2001, the Company wrote-off its remaining investment in Jilin
Lianli Brewery of RMB 1,224,109. The Company has written off a total of RMB
13,788,500 with respect to this investment.
30
The Company conducts a substantial portion of its purchases through
related parties, and has additional significant continuing transactions with
such parties (see "ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS").
GOING CONCERN:
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business. The carrying amounts of assets and liabilities presented in
the accompanying consolidated financial statements do not purport to represent
the realizable or settlement values. The Company has suffered recurring
operating losses and had a working capital deficit at December 31, 2001. As a
result of these factors, which are more fully discussed below, the Company's
independent auditors have expressed substantial doubt about the Company's
ability to continue as a going concern.
During 2001 the Company experienced decreased sales and a net loss for
the second successive year, reduced cash flows, diminished working capital, and
intense competition. The Company expects that these pressures will continue in
2002, resulting in net losses for the short-term. The Company has implemented
an overhaul of its operations and marketing programs through the efforts of the
management committee. With the pooling of the resources of Zhaoqing Brewery,
Noble Brewery and the Marketing Company, the Company implemented a large scale
restructuring plan in 2001 in which almost one-third of the work force was
eliminated. Although effective control of the Company changed on January 22,
2002 and a new management team has been appointed to operate the Company in
2002, the Company anticipates that the consolidation plan will continue. The
Company believes that it has the requisite operating and financial resources to
return to profitability in the near future, but there can be no assurances that
the Company will be able to do so. Should the Company not return to
profitability in the near future, the Company may consider more severe
restructuring alternatives.
The Company anticipates that its operating cash flow, combined with
cash on hand, bank lines of credit, and other external credit sources, and the
credit facilities provided by affiliates or related parties, are adequate to
satisfy the Company's working capital requirements for the fiscal year ending
December 31, 2002. In order to finance the continuing capital requirements of
the Company, the Company may also utilize additional long-term bank loans or
lease financing.
CRITICAL ACCOUNTING POLICIES:
The Company prepared the consolidated financial statements in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires the use of
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amount of revenues and expenses
during the reporting period. Management periodically evaluates the estimates
and judgments made, including those related to interest in an associated
company, bad debts and income taxes. Management bases their estimates and
judgments on historical experience and on various factors that are believed to
be reasonable under the circumstances. Actual results may differ from these
estimates under different assumptions or conditions.
31
The following critical accounting policies affect the more significant
judgments and estimates used in the preparation of the Company's consolidated
financial statements.
INTEREST IN AN ASSOCIATED COMPANY
The Company accounts for its 40% interest in Noble Brewery using the
equity method of accounting. As at December 31, 2001, the total value of the
Company's interest in Noble Brewery was approximately RMB 259,000,000,
representing 37.4% of the Company's total assets. The net sales of Noble
Brewery in 2001 decreased by approximately RMB 123,000,000 or 27.8% to RMB
320,000,000 as compared to 2000. The Company's share of net income from Noble
Brewery also decreased by approximately RMB 31,000,000 or 77.5% to RMB 9,000,000
as compared to 2000. At December 31, 2001, the net cost of property, plant and
equipment of Noble Brewery was approximately RMB 360,000,000, which accounted
for 54.8% of the Company's total assets. In assessing the impairment of the
property, plant and equipment, Noble Brewery uses assumptions regarding the
estimated future cash flows and other factors to determine the fair value of the
respective assets. If these estimates or the related assumptions change in the
future, the Company may be required to record impairment charges for these
assets. For the year ended December 31, 2001, no impairment charge was recorded
with respect to Noble Brewery's property, plant and equipment.
INCOME TAXES
The Company records a valuation allowance to reduce its deferred tax
assets to the amount that is more likely than not to be realized. In the event
the Company was to determine that it would be able to realize its net deferred
tax asset in the future in excess of its recorded amount, an adjustment to the
deferred tax asset would be credited to operations in the period such
determination was made. Likewise, should the Company determine that it would
not be able to realize all or part of its net deferred tax asset in the future,
an adjustment to the deferred tax asset would be charged to operations in the
period such determination was made.
IMPAIRMENT OF ASSETS
The Company's long-lived assets include property, plant and equipment.
At December 31, 2001, the net value of property, plant and equipment was RMB
218,000,000, which accounted for 31.5% of the Company's total assets. In
assessing the impairment of property, plant and equipment, the Company has to
make assumptions regarding the estimated future cash flows and other factors to
determine the fair value of the respective assets. If these estimates or the
related assumptions change in the future, the Company may be required to record
impairment charges for these assets. For the year ended December 31, 2001, an
impairment charge of RMB2,750,000 was recorded with respect to property, plant
and equipment and a write-off of RMB1,224,109 for the Company's remaining
investment in Jilian Lianli Brewery.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company uses the allowance method to account for uncollectible
accounts receivable. The Company periodically adjusts the allowance for doubtful
accounts based on management's continuing review of accounts receivable. This
analysis by management is based on prior years' experience as well as an
analysis of current economic and business trends. Management expects to continue
to update the allowance for doubtful accounts during 2002.
32
As of December 31, 2001 and 2000, the Company provided an allowance
for doubtful accounts as follows:
Percent of accounts
receivable included
in allowance for
doubtful accounts
Accounts Receivable -------------------
- - Days Outstanding 2001 2000
- ------------------ ---- ----
1 - 180 days 12% 0%
181 - 360 days 100% 63%
Greater than 360 days 100% 100%
CONSOLIDATED RESULTS OF OPERATIONS:
YEARS ENDED DECEMBER 31, 2001 AND 2000:
SALES:
For the year ended December 31, 2001, net sales were RMB 713,794,599,
as compared to net sale of RMB 941,147,545 for the year ended December 31, 2000.
Approximately 94% and 97% of total sales in 2001 and 2000, respectively, were
from the sale of products with the Pabst Blue Ribbon brand name. Approximately
30% of net sales in 2001 were in the form of bills receivable, which are bills
of exchange whose acceptances and settlements are handled by banks, with the
remaining 70% of net sales in the form of open accounts receivable.
During the year ended December 31, 2001, net sales of beer products
decreased by RMB 227,352,946 or 24.2% to RMB 713,794,599, as compared to RMB
941,147,545 for the year ended December 31, 2000. The Company sold 152,967
metric tons of beer to distributors in 2001 as compared to 195,510 metric tons
of beer in 2000, a decrease of 21.8%. The decrease in net sales of beer
products during the year ended December 31, 2001 as compared to the year ended
December 31, 2000 was primarily attributable to the decrease in volume of beer
sold, which was a result of a weakening in consumer demand for foreign branded
premium beers such as Pabst Blue Ribbon beer and increasing competition from
other local and foreign premium brands. In addition, beginning May 1, 2001,
consumption taxes, which are included in sales taxes, and are charged on the
basis of the volume of beer produced, were increased for beers selling in excess
of RMB 3,000 per metric ton, from RMB 220 per metric ton to RMB 250 per metric
ton, an increase of 13.6%, which has also contributed to the decline in net
sales.
During the year ended December 31, 2001, Zhaoqing Brewery sold 42,045
metric tons of beer, of which 40,275 metric tons (95.8%) were Pabst Blue Ribbon
beer and 1,770 metric tons (4.2%) were local brand beer. In 2001, Zhaoqing
Brewery sold all the Pabst Blue Ribbon beer produced to the Marketing Company
for resale. During the year ended December 31, 2000, Zhaoqing Brewery sold
53,808 metric tons of beer to the Marketing Company, of which 53,169 metric tons
(98.8%) were Pabst Blue Ribbon beer and 639 metric tons (1.2%) were local brand
beer. Total beer sold by Zhaoqing Brewery decreased by 11,763 metric tons or
21.9% in 2001 as compared to 2000.
During the years ended December 31, 2001 and 2000, Sichuan Brewery
sold 3,224 metric tons and 7,870 metric tons of beer, respectively, to the
Marketing Company, all of which was Pabst Blue Ribbon beer.
During the year ended December 31, 2001, Zao Yang High Worth Brewery
sold 26,806 metric tons of beer, of which 10,871 metric tons (40.6%) were Pabst
Blue Ribbon beer and 15,935 metric tons (59.4%) were local brand beer. During
the year ended December 31, 2001, Zao Yang High Worth Brewery sold all the Pabst
Blue Ribbon beer produced to the Marketing Company for resale, and sold the
local brand beer to the distributors directly. During the year ended December
31, 2000, Zao Yang High Worth Brewery sold 18,510 metric tons of beer, of which
1,023 metric tons (5.5%) were Pabst Blue Ribbon beer and 17,487 metric tons
(94.5%) were local brand beer.
33
The Marketing Company regulated the production of Pabst Blue Ribbon
beer by Zhaoqing Brewery, Noble Brewery, Sichuan Brewery and Zao Yang High Worth
Brewery during 2001 and 2000 in accordance with their respective production
capacities in order to balance warehouse inventory levels and accommodate
projected market demand.
GROSS PROFIT:
For the year ended December 31, 2001, total gross profit was RMB
214,858,338 or 30.1% of total net sales, as compared to total gross profit of
RMB 205,979,387 or 21.9% of total net sales for the year ended December 31,
2000. Although sales decreased, gross profit and gross margin increased as a
result of a reduction in the sales price charged by Noble Brewery. The sales
price was reduced effective July 1, 2001 in order to compensate the Marketing
Company for a portion of budgeted selling and advertising expenses not realized
due to the decrease in sales in 2001. Reduced raw material costs and production
labor costs, the elimination of Jilin Brewery, and an improvement in the gross
margin obtained by Zao Yang High Worth Brewery also contributed to the
improvement in gross profit and gross margin.
The Company expects that it will experience pressure on its gross
profit margin in 2002 as a result of a continuing softness in consumer demand
for foreign premium beer in China, which the Company believes is attributable to
a change in the consumption pattern in China, and increasing competition from
foreign and local premium brand beers.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
For the year ended December 31, 2001, selling, general and
administrative expenses were RMB 233,274,005 or 32.7% of net sales, consisting
of selling expenses of RMB 172,322,532 and general and administrative expenses
of RMB 60,951,473. Net of the allowance for doubtful accounts of RMB 22,979,523
recorded during 2001, general and administrative expenses were RMB 37,971,950.
For the year ended December 31, 2000, selling, general and
administrative expenses were RMB 294,071,585 or 31.2% of net sales, consisting
of selling expenses of RMB 211,002,391 and general and administrative expenses
of RMB 83,069,194. Net of the allowance for doubtful accounts of RMB 21,818,226
recorded during 2000, general and administrative expenses were RMB 61,250,968.
Selling expenses include costs relating to the advertising, promotion,
marketing and distribution of Pabst Blue Ribbon beer and other local brand name
beers in China. Selling expenses decreased by RMB 38,679,859 or 18.3% in 2001
as compared to 2000, and increased as a percent of net sales, to 24.1% in 2001
from 22.4% in 2000. Selling expenses decreased in 2001 as compared to 2000,
both on an absolute basis and as a percentage of sales, as a result of a change
in the method, effective July 1, 2001, by which the Company calculates the
reimbursement by Zhaoqing Brewery and Noble Brewery of selling expenses incurred
by the Marketing Company through beer pricing and direct charges. However,
since the operations of Noble Brewery are not consolidated with the Company's
operations, the reallocation of such costs can have a distortive effect on the
Company's consolidated operating expenses and operating ratios. The Company
intends to continue its advertising and promotional programs in an attempt to
support and stimulate consumer demand in order to maintain the market position
of Pabst Blue Ribbon beer in China, and to implement new advertising and
promotional campaigns to support the Company's local brand name beers.
34
Effective April 2001, the Zhaoqing City tax authority informed the
Marketing Company that it was implementing new tax rules that regulate the
maximum allowable expenses involved in advertising and promotional activities
conducted through the public media by PRC enterprises. The maximum allowable
advertising and promotional expenses cannot exceed 2.0% and 0.5% of total gross
sales, respectively. Any amounts exceeding these limits are not tax deductible.
As result, beginning in May 2001, adjustment was made to the ex-factory price
charged by the breweries to the Marketing Company and the method by which
advertising and promotional activities are allocated by the Marketing Company,
in order that a portion of the advertising and promotional expenses are absorbed
by the breweries, which are not subject to the new rule. Prior to this change,
all of the advertising and promotional expenses were incurred by the Marketing
Company. For the year ended December 31, 2001, advertising and promotional
expenses totaling approximately RMB 56,268,475 were reallocated from the
Marketing Company to Zhaoqing Brewery and Noble Brewery, with one-third being
allocated to Zhaoqing Brewery and two-thirds being allocated to Noble Brewery,
either through the adjustment of ex-factory prices or direct absorption.
Selling expenses are recognized through the consolidation of the
operations of the Marketing Company. The Marketing Company incurs such expenses
on behalf of all of the Pabst Blue Ribbon brewing facilities in China, even
though not all of the results of operations of such facilities are reflected in
the Company's operations. Although the Marketing Company is budgeted annually
to operate at break-even levels, based on agreed upon ex-factory prices that the
Marketing Company pays to the breweries to purchase their production of Pabst
Blue Ribbon beer, actual profitability, particularly on an interim basis, is
subject to substantial variability. Under the pooled management arrangement,
operating losses arising from unbudgeted selling and advertising expenses
incurred by the Marketing Company are being reallocated back to Zhaoqing Brewery
and Noble Brewery in proportion to their respective production capacities
commencing July 1, 2001. The Company expects that the reallocation of these
unbudgeted selling and advertising expenses will allow the Marketing Company to
operate at approximately breakeven levels during 2002, excluding the allowance
for doubtful accounts. These reallocated costs are reflected in the operating
results of Zhaoqing Brewery and Noble Brewery. As a result of these factors,
during the years ended December 31, 2001 and 2000, the Marketing Company
incurred operating losses of RMB 25,248,517 and RMB 73,587,560, respectively
which reduced consolidated operating results accordingly.
General and administrative expenses consist of the management office
operating costs of Zhaoqing Brewery, the Marketing Company and Zao Yang High
Worth Brewery, the costs associated with the operation of the Company's
executive offices, and the legal and accounting costs associated with the
operation of a public company. Excluding the allowance for doubtful accounts,
general and administrative expenses decreased by RMB 23,279,018 or 38.0% in 2001
as compared to 2000, and as a percentage of net sales, to 5.3% in 2001 from 6.5%
in 2000. General and administrative expenses decreased in 2001 as compared to
2000 as a result of implementation of cost reduction measures made possible
through the pooling of the management office functions among Zhaoqing Brewery,
Noble Brewery and the Marketing Company and the reduction of employees through
the restructuring program.
The allowance for doubtful accounts, which is calculated based
primarily on the age of outstanding accounts receivable, increased to 3.2% of
net sales in 2001 as compared to 2.3% of net sales in 2000 as a result of an
increase in the average age of accounts receivable outstanding in 2001.
However, accounts receivable are typically outstanding for a longer period of
time in China than in the United States.
35
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT AND WRITE-OFF OF INVESTMENT IN
SUBSIDIARY:
During December 2000, the Company decided to terminate the production
and operation of Jilin Lianli Brewery, as a result of which the Company recorded
a provision for impairment of plant, machinery and equipment of RMB 6,000,000 at
December 31, 2000. During the year ended December 31, 2001, the Company recorded
a further provision for impairment of plant, machinery and equipment of RMB
2,750,000. Although the Company has been in negotiations with certain interest
parties in an effort to dispose of its equity interest in Jilin Lianli Brewery,
no formal agreement has been reached. During the year ended December 31, 2001,
the Company wrote-off its remaining investment in Jilin Lianli Brewery of RMB
1,224,109. The Company has written off a total of RMB 13,788,500 with respect to
this investment.
RESTRUCTURING COSTS:
During May and July 2001, the Company implemented a restructuring
program that eliminated the positions of a total of 538 employees, of which 313
were from Zhaoqing Brewery, 177 were from Noble Brewery and 48 were from the
Marketing Company. Restructuring and termination payments to these employees
totaled RMB 20,396,494 by Zhaoqing Brewery, RMB 8,729,830 by Noble Brewery and
RMB 1,912,742 by the Marketing Company. The Company recorded restructuring costs
of RMB 22,309,236 for the year ended December 31, 2001.
FAIR VALUE OF STOCK OPTIONS ISSUED FOR SERVICES RENDERED:
On January 2, 1998, options to purchase 210,000 shares of Class A
Common Stock at an exercise price of US$3.87 per share were granted to four
directors and five employees, and options to purchase 70,000 shares of Class A
Common Stock at an exercise price of US$4.26 were granted to two directors, each
of whom possesses indirectly more than 10% of the total combined voting power of
all classes of common stock of the Company. From 50% to 70% of such stock
options vested on April 1, 1998, and the remaining portion of the stock options
vest in varying amounts through April 1, 2000. The stock options expire on
dates ranging from December 31, 2001 through December 31, 2005.
On May 16, 2000, options to purchase 375,000 shares of Class A Common
Stock at an exercise price of US$0.72 per share were granted to four directors
and five employees, and options to purchase 145,000 shares of Class A Common
Stock at an exercise price of US$0.79 per share were granted to two directors,
each of whom possesses indirectly more than 10% of the total combined voting
power of all classes of common stock of the Company. Such stock options vest 50%
on July 1, 2000, 25% on July 1, 2001, and the remaining 25% on July 1, 2002. The
stock options expire on December 31, 2004.
All stock options were issued at not less than fair market value on
the date of issuance. The stock options were accounted for pursuant to Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). Under SFAS 123, the fair value of stock options
issued to non-employees is calculated according to the Black-Scholes option
pricing model and amortized to expense over the vesting period. As a result, the
Company recognized RMB nil and RMB 174,452 of compensation expense in 2001 and
2000, respectively.
36
OPERATING LOSS:
For the year ended December 31, 2001, the operating loss was RMB
47,055,065, as compared to an operating loss of RMB 94,288,604 for the year
ended December 31, 2000. The decrease in operating loss in 2001 as compared to
2000 is primarily attributable to the decrease in selling, advertising and
promotional expenses.
The Marketing Company purchases Pabst Blue Ribbon beer at mutually
agreed ex-factory prices, and is only allowed to mark-up the cost of Pabst Blue
Ribbon beer purchased in order to adequately cover its selling, advertising,
promotional, distribution and administrative expenses incurred in selling to
distributors. Under the pooled management arrangement, operating losses arising
from unbudgeted selling and advertising expenses incurred by the Marketing
Company are being reallocated back to Zhaoqing Brewery and Noble Brewery in
proportion to their respective production capacities commencing July 1, 2001.
The Company expects that the reallocation of these unbudgeted selling and
advertising expenses will allow the Marketing Company to operate at
approximately breakeven levels during 2002, excluding the allowance for doubtful
accounts. These reallocated costs are reflected in the operating results of
Zhaoqing Brewery and Noble Brewery. As a result of these factors, the Marketing
Company's operating loss decreased by RMB 48,339,043 to RMB 25,248,517 for the
year ended December 31, 2001, as compared to RMB 73,587,560 for the year ended
December 31, 2000.
INTEREST INCOME AND INTEREST EXPENSE:
For the year ended December 31, 2001, interest income was RMB 724,375,
as compared to interest income of RMB 1,799,932 for the year ended December 31,
2000. The decrease in interest income in 2001 of RMB 1,075,557 or 59.8% as
compared to 2000 was primarily the result of a decrease in bank interest rates
and a decrease in average bank balances during 2001.
For the year ended December 31, 2001, interest expense, net of amounts
capitalized, was RMB 7,833,887, as compared to RMB 10,728,115 for the year ended
December 31, 2000. The decrease in interest expense in 2001 of RMB 2,894,228 or
27.0% as compared to 2000 was primarily the result of a general decrease in bank
interest rates and a decrease in the outstanding balance of capital lease
obligations during 2001.
INCOME TAXES:
The two-year income tax holiday and the three-year 50% income tax
reduction for High Worth JV expired on December 31, 1997 and December 31, 2000
respectively. Commencing in 2001 High Worth JV is required to pay local income
tax at the full normal rate of 33% on its profit as determined in accordance
with PRC accounting standards applicable to High Worth JV. Accordingly, for the
year ended December 31, 2001, income tax expense was RMB 40,000. For the year
ended December 31, 2000, income tax expense was RMB 4,140,152. Deferred income
taxes are based on the liability method prescribed by SFAS No. 109.
As the Company had elected to treat its subsidiaries and associated
company as partnerships beginning in 1997, High Worth Holdings is the ultimate
partner in these partnerships. The Company will only be taxed when taxable
distributions are received from High Worth Holdings. High Worth Holdings has no
current intention of making any income distributions.
MINORITY INTERESTS:
As a result of the substantial operating losses incurred by the
Company during the years ended December 31, 2001 and 2000, and the cumulative
effect of paying dividends based on distributable earnings calculated in
accordance with PRC accounting standards, which were higher than the
distributable earnings determined under United States accounting standards, the
minority interests at December 31, 2001 reflected an aggregated debit balance.
The debit balance at December 31, 2001 of RMB 1,989,924 consisted of the credit
balance at December 31, 2000 of RMB 26,874,874, reduced by net loss attributable
to the minority interests of RMB 28,864,798 for the year ended December 31,
2001. Since the minority interest parties have no legal obligation to fund these
obligations to the Company, the debit balance of RMB 1,989,924 was charged to
operations during the year ended December 31, 2001. The Company expects to
continue to charge to operations any future debit balances of the minority
interest parties.
37
NET LOSS:
For the year ended December 31, 2001, net loss was RMB 29,277,019 (RMB
3.66 per share), as compared to a net loss of RMB 28,905,192 (RMB 3.61 per
share) for the year ended December 31, 2000.
YEARS ENDED DECEMBER 31, 2000 AND 1999:
SALES:
For the year ended December 31, 2000, net sales were RMB 941,147,545,
as compared to net sale of RMB 986,458,832 for the year ended December 31, 1999.
Approximately 97% of total sales in both 2000 and 1999 were from the sale of
products with the Pabst Blue Ribbon brand name.
During the year ended December 31, 2000, net sales of beer products
decreased by RMB 45,311,287 or 4.6% to RMB 941,147,545, as compared to RMB
986,458,832 for the year ended December 31, 1999. The Company sold 195,510
metric tons of beer to distributors in 2000 as compared to 204,226 metric tons
of beer in 1999, a decrease of 4.3%. The decrease in net sales of beer products
during the year ended December 31, 2000 as compared to the year ended December
31, 1999 was primarily attributable to the decrease in volume of beer sold,
which was a result of a weakening in consumer demand for foreign branded premium
beers in China and the intense competition among all breweries in China.
In response to changing market conditions and competitive pressures,
the Company introduced two new Pabst Blue Ribbon beer products during March
1998. The new products cost less to produce as a result of containing less malt
and having a lower alcoholic content, and were sold in newly-designed packaging.
Although the sale volume of these 10-degree light processed Pabst Blue Ribbon
beers constituted a significant portion of total sales in 1998, their
contribution to overall operating profit was below management's expectations.
Accordingly, as a result of a strategic reevaluation of the Company's markets,
management decided to discontinue the 10-degree beer in 1999, and attempted to
replace such sales with sales of the 11-degree light processed beer.
During the year ended December 31, 2000, Zhaoqing Brewery sold 53,808
metric tons of beer, of which 53,169 metric tons (98.8%) were Pabst Blue Ribbon
beer and 639 metric tons (1.2%) were local brand beer. In 2000, Zhaoqing
Brewery sold all the Pabst Blue Ribbon beer produced to the Marketing Company
for resale, and sold the local brand beer to the distributors directly. During
the year ended December 31, 1999, Zhaoqing Brewery sold 60,651 metric tons of
beer to the Marketing Company, of which 59,212 metric tons (97.6%) were Pabst
Blue Ribbon beer and 1,439 metric tons (2.4%) were local brand beer. Total beer
sold by Zhaoqing Brewery decreased by 6,843 metric tons or 11.3% in 2000 as
compared to 1999.
During the years ended December 31, 2000 and 1999, Sichuan Brewery
sold 7,870 metric tons and 9,041 metric tons of beer, respectively, to the
Marketing Company, all of which was Pabst Blue Ribbon beer.
During the year ended December 31, 2000, Zao Yang High Worth Brewery
sold 18,510 metric tons of beer, of which 1,023 metric tons (5.5%) were Pabst
Blue Ribbon beer and 17,487 metric tons (94.5%) were local brand beer. During
the year ended December 31, 2000, Zao Yang High Worth Brewery sold all the Pabst
Blue Ribbon beer produced to the Marketing Company for resale, and sold the
local brand beer to the distributors directly. During the year ended December
31, 1999, Zao Yang High Worth Brewery sold 17,015 metric tons of beer, of which
4,716 metric tons (27.7%) were Pabst Blue Ribbon beer and 12,299 metric tons
(72.3%) were local brand beer.
38
The Marketing Company regulated the production of Pabst Blue Ribbon
beer by Zhaoqing Brewery, Noble Brewery, Sichuan Brewery and Zao Yang High Worth
Brewery during 2000 and 1999 in accordance with their respective production
capacities in order to balance warehouse inventory levels and accommodate
projected market demand.
GROSS PROFIT:
For the year ended December 31, 2000, total gross profit was RMB
205,979,387 or 21.9% of total net sales, as compared to total gross profit of
RMB 218,202,956 or 22.1% of total net sales for the year ended December 31,
1999. Gross profit decreased by RMB 12,223,569 to RMB 205,979,387 in 2000 as
compared to RMB 218,202,956 in 1999 as a result of the decrease in sales and
gross margin.
Gross margin from beer sales decreased to 21.9% in 2000 as compared to
22.1% in 1999 as a result of a shift in the sales mix to slightly lower margin
Blue Ribbon beer products and the increase in the sales of lower margin local
brand beers.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
For the year ended December 31, 2000, selling, general and
administrative expenses were RMB 294,071,585 or 31.2% of net sales, consisting
of selling expenses of RMB 211,002,391 and general and administrative expenses
of RMB 83,069,194. Net of the allowance for doubtful accounts of RMB 21,818,226
recorded during 2000, general and administrative expenses were RMB 61,250,968.
For the year ended December 31, 1999, selling, general and
administrative expenses were RMB 217,915,167 or 22.1% of net sales, consisting
of selling expenses of RMB 138,497,167 and general and administrative expenses
of RMB 79,418,000. Net of the allowance for doubtful accounts of RMB 24,235,137
recorded during 1999, general and administrative expenses were RMB 55,182,863.
Selling expenses include costs relating to the advertising, promotion,
marketing and distribution of Pabst Blue Ribbon beer and other local brand name
beers in China. Selling expenses increased by RMB 72,505,224 or 52.4% in 2000
as compared to 1999, and increased as a percent of net sales, to 22.4% in 2000
from 14.0% in 1999. Selling expenses increased in 2000 as compared to 1999,
both on an absolute basis and as a percentage of sales, as a result of the
Company continuing its expanded advertising and promotional programs to
stimulate consumer demand in order to maintain the market position of Pabst Blue
Ribbon beer in China, and to implement new advertising and promotional campaigns
with respect to the Company's local brand name beers.
Selling expenses are recognized through the consolidation of the
operations of the Marketing Company. The Marketing Company incurs such expenses
on behalf of all of the Pabst Blue Ribbon brewing facilities in China, even
though not all of the results of operations of such facilities are reflected in
the Company's operations. Although the Marketing Company is budgeted annually
to operate at break-even levels, based on agreed upon ex-factory prices that the
Marketing Company pays to the respective breweries to purchase their production
of Pabst Blue Ribbon beer, actual profitability, particularly on an interim
basis, is subject to substantial variability. As a result of these factors,
during the years ended December 31, 2000 and 1999, the Marketing Company
incurred operating losses of RMB 73,587,560 and RMB 41,639,000, respectively,
which reduced consolidated operating results accordingly.
39
General and administrative expenses consist of the management office
operating costs of Zhaoqing Brewery, the Marketing Company, Zao Yang High Worth
Brewery and Jilin Lianli Brewery, the costs associated with the operation of the
Company's executive offices, and the legal and accounting costs associated with
the operation of a public company. Excluding the allowance for doubtful
accounts, general and administrative expenses increased by RMB 6,068,105 or
10.8% in 2000 as compared to 1999, and as a percentage of net sales, to 6.5% in
2000 from 5.6% in 1999. General and administrative expenses increased in 2000
as compared to 1999 as a result of an increase in personnel-related costs and
the costs associated with the administration of the Company's breweries in
China.
The allowance for doubtful accounts, which is calculated based
primarily on the age of outstanding accounts receivable, decreased slightly to
2.3% of net sales in 2000 as compared to 2.5% of net sales in 1999 as a result
of the implementation of tighter credit control and enhanced debt recovery
efforts. However, accounts receivable are typically outstanding for a longer
period of time in China than in the United States.
FAIR VALUE OF STOCK OPTIONS ISSUED FOR SERVICES RENDERED:
On January 2, 1998, options to purchase 210,000 shares of Class A
Common Stock at an exercise price of US$3.87 per share were granted to four
directors and five employees, and options to purchase 70,000 shares of Class A
Common Stock at an exercise price of US$4.26 were granted to two directors, each
of whom possesses indirectly more than 10% of the total combined voting power of
all classes of common stock of the Company. From 50% to 70% of such stock
options vested on April 1, 1998, and the remaining portion of the stock options
vest in varying amounts through April 1, 2000. The stock options expire on
dates ranging from December 31, 2001 through December 31, 2005.
On May 16, 2000, options to purchase 375,000 shares of Class A Common
Stock at an exercise price of US$0.72 per share were granted to four directors
and five employees, and options to purchase 145,000 shares of Class A Common
Stock at an exercise price of US$0.79 per share were granted to two directors,
each of whom possesses indirectly more than 10% of the total combined voting
power of all classes of common stock of the Company. Such stock options vest
50% on July 1, 2000, 25% on July 1, 2001, and the remaining 25% on July 1, 2002.
The stock options expire on December 31, 2004.
The exercise price of all stock options was not less than fair market
value on the grant date. The stock options were accounted for pursuant to
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). Under SFAS 123, the fair value of stock options
issued to non-employees (including non-employee directors in 1998) is calculated
according to the Black-Scholes option pricing model and amortized to expense
over the vesting period. As a result, the Company recognized RMB 174,452 and
RMB 697,801 of compensation expense in 2000 and 1999, respectively.
IMPAIRMENTS RELATED TO PROPERTY, PLANT AND EQUIPMENT:
During December 2000, the production and operation of Jilin Lianli
Brewery was formally terminated, as a result of which the Company recorded a
provision for impairment of plant, machinery and equipment of RMB 6,000,000 at
December 31, 2000.
OPERATING LOSS:
For the year ended December 31, 2000, the operating loss was RMB
94,288,604, as compared to an operating loss of RMB 412,431 for the year ended
December 31, 1999. The increase in operating loss is primarily attributable to
the decrease in volume of beer sold and the increase in selling, advertising and
promotional expenses.
40
The Marketing Company purchases Pabst Blue Ribbon beer at mutually
agreed ex-factory prices, and is only allowed to mark-up the cost of Pabst Blue
Ribbon beer purchased in order to adequately cover its selling, advertising,
promotional, distribution and administrative expenses incurred in selling to
distributors. The Marketing Company incurred certain unbudgeted selling and
advertising expenses in 2000 and 1999 that were not fully compensated for in the
Marketing Company's intra-company pricing structure, resulting in the Marketing
Company incurring operating losses of RMB 73,587,560 and RMB 41,639,000,
respectively, which reduced consolidated operating results accordingly.
INTEREST INCOME AND INTEREST EXPENSE:
For the year ended December 31, 2000, interest income was RMB
1,799,932, as compared to interest income of RMB 3,090,081 for the year ended
December 31, 1999. The decrease in interest income in 2000 of RMB 1,290,149 or
41.8% as compared to 1999 was primarily the result of a decrease in average bank
balances during 2000.
For the year ended December 31, 2000, interest expense, net of amounts
capitalized, was RMB 10,728,115, as compared to RMB 14,689,647 for the year
ended December 31, 1999. The decrease in interest expense in 2000 of RMB
3,961,532 or 27.0% as compared to 1999 was primarily the result of a general
decrease in bank interest rates and a decrease in the outstanding balance of
capital lease obligations during 2000.
INCOME TAXES:
The two-year income tax holiday for High Worth JV expired on December
31, 1997. During the three-year period from 1998 to 2000, High Worth JV is
required to pay local income tax at half of the normal rate of 33% on its profit
as determined in accordance with PRC accounting standards applicable to High
Worth JV. Accordingly, for the year ended December 31, 2000, income tax expense
was RMB 4,140,152. For the year ended December 31, 1999, income tax expense was
RMB 5,444,091. Deferred income taxes are based on the liability method
prescribed by SFAS No. 109.
The Company recorded deferred tax liabilities of RMB 4,413,000 for the
year ended December 31, 1996, which represented the temporary differences
between the time when dividends are declared by the Company's subsidiaries and
associated company and are received by the Company. As the Company had elected
to treat its subsidiaries and associated company as partnerships beginning in
1997, High Worth Holdings is the ultimate partner in these partnerships. The
Company will only be taxed when taxable distributions are received from High
Worth Holdings. High Worth Holdings has no current intention of making any
income distributions, and accordingly, the deferred tax liability of RMB
4,413,000 was reversed and recorded as a reduction to income tax expense for the
year ended December 31, 1998.
NET INCOME (LOSS):
For the year ended December 31, 2000, net loss was RMB 28,905,192 (RMB
3.61 per share), as compared to net income of RMB 23,655,102 (RMB 2.95 per
share) for the year ended December 31, 1999.
41
NOBLE BREWERY:
YEARS ENDED DECEMBER 31, 2001 AND 2000:
SALES:
For the year ended December 31, 2001, net sales were RMB 320,252,142,
as compared to net sales of RMB 443,092,393 for the year ended December 31,
2000.
During the year ended December 31, 2001, Noble Brewery sold 84,832
metric tons of beer, almost all to the Marketing Company. During the year ended
December 31, 2000, Noble Brewery sold 103,968 metric tons of beer, almost all to
the Marketing Company. Total beer sold decreased by 19,136 metric tons or 18.4%
from 2000 to 2001, primarily as a result of the general softening of demand for
foreign premium beer in China and the increasing competition from other local
and foreign premium brands. In addition, as a result of the regulation of sales
by the Marketing Company, which purchases beer from the breweries in accordance
with their respective production capacities, the beer produced by Zao Yang High
Worth Brewery in 2001 had the effect of reducing Noble Brewery's beer sales in
2001.
GROSS PROFIT:
For the year ended December 31, 2001, gross profit was RMB 104,089,489
or 32.5% of net sales, as compared to gross profit of RMB 152,008,267 or 34.3%
of net sales for the year ended December 31, 2000. The decrease in the gross
profit margin of 1.8% in 2001 as compared to 2000 was a result of the decrease
in net sales and the readjustment of the sales price to allow Noble Brewery to
absorb a portion of the Marketing Company's advertising and promotional expenses
commencing July 31, 2001.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
For the year ended December 31, 2001, selling, general and
administrative expenses were RMB 83,408,864 (26.0% of net sales), consisting of
selling expenses of RMB 42,009,433 and general and administrative expenses of
RMB 41,399,431. Net of an allowance for doubtful accounts of RMB 14,000,000 for
the year ended December 31, 2001, general and administrative expenses were RMB
27,399,431. For the year ended December 31, 2000, selling, general and
administrative expenses were RMB 171,174,772 (38.6% of net sales), consisting of
selling expenses of RMB 2,293,311 and general and administrative expenses of RMB
168,881,461. Net of an allowance for doubtful accounts of RMB 137,000,000 for
the year ended December 31, 2000, general and administrative expenses were RMB
31,881,461. Selling expenses consist of warehousing, storage and freight costs.
As of December 31, 2001 and 2000, Noble Brewery recorded an allowance
for doubtful accounts of RMB 14,000,000 and RMB 137,000,000 respectively. These
allowances for doubtful accounts were eliminated in the Company's consolidated
financial statements, and had no effect on the Company's consolidated results of
operations for the year ended December 31, 2001 and 2000.
Selling expenses increased by RMB 39,716,122 in 2001 as compared to
2000, and represented 13.1% of net sales in 2001 as compared to 0.5% of net
sales in 2000, as a result of a the reallocation from the Marketing Company of
certain advertising and promotional expenses commencing July 1, 2001. General
and administrative expenses decreased by RMB 127,482,030 or 75.5% in 2001 as
compared to 2000, and represented 12.9% of net sales in 2001 as compared to
38.1% of net sales in 2000. Excluding the allowance for doubtful accounts,
general and administrative expenses decreased by RMB 4,482,030 or 14.1% in 2001
as compared to 2000. General and administrative expenses decreased in 2001 as
compared in 2000 primarily as a result of effective cost control measures.
42
RESTRUCTURING COSTS:
During the year ended December 31, 2001, Noble Brewery implemented a
restructuring program and eliminated the positions of 177 employees, resulting
in restructuring and termination expenses of RMB 8,729,830.
OPERATING INCOME (LOSS):
For the year ended December 31, 2001, operating income was RMB
11,950,795, as compared to an operating loss of RMB 19,166,505 for the year
ended December 31, 2000.
INTEREST INCOME AND INTEREST EXPENSE:
For the year ended December 31, 2001, interest income was RMB
1,042,345, as compared to interest income of RMB 1,141,976 for the year ended
December 31, 2000, due primarily to average bank balances and bank deposit
interest rates being lower in 2001.
For the year ended December 31, 2001, interest expense was RMB
106,977, as compared to interest expense of RMB 16,724 for the year ended
December 31, 2000, as a result of an increase in discounting bills receivable in
2001.
INCOME TAXES:
For the year ended December 31, 2001, income tax expense was RMB
6,469,275, which consisted of RMB 3,251,275 for PRC income taxes and RMB
3,218,000 for deferred income taxes as a result of temporary timing differences
with respect to accelerated depreciation of property, plant and equipment. For
the year ended December 31, 2000, income tax expense was RMB 31,479,185, which
consisted of RMB 28,479,185 for PRC income taxes and RMB 3,000,000 for deferred
income taxes as a result of temporary timing differences with respect to
accelerated depreciation of property, plant and equipment. The two year 100%
income tax holiday and the three year 50% income tax reduction period for Noble
Brewery expired on December 31, 1995 and December 31, 1998, respectively.
Commencing in 1999, Noble Brewery was required to pay local income tax at the
full normal rate of 33% on its profit as determined in accordance with PRC
accounting standards applicable to Noble Brewery.
NET INCOME (LOSS):
For the year ended December 31, 2001, net income was RMB 7,369,305, as
compared to a net loss of RMB 46,022,668 for the year ended December 31, 2000.
YEARS ENDED DECEMBER 31, 2000 AND 1999:
SALES:
For the year ended December 31, 2000, net sales were RMB 443,092,393,
as compared to net sales of RMB 513,807,992 for the year ended December 31,
1999.
43
During the year ended December 31, 2000, Noble Brewery sold 103,968
metric tons of beer, almost all to the Marketing Company. During the year ended
December 31, 1999, Noble Brewery sold 118,464 metric tons of beer, almost all to
the Marketing Company. Total beer sold decreased by 14,496 metric tons or 12.2%
from 1999 to 2000, primarily as a result of the general softening of demand in
the beer market in China. In addition, as a result of the regulation of sales
by the Marketing Company, which purchases beer from the breweries in accordance
with their respective production capacities, the beer produced by Sichuan
Brewery and Zao Yang High Worth Brewery in 2000 had the effect of reducing Noble
Brewery's beer sales in 2000.
GROSS PROFIT:
For the year ended December 31, 2000, gross profit was RMB 152,008,267
or 34.3% of net sales, as compared to gross profit of RMB 197,370,369 or 38.4%
of net sales for the year ended December 31, 1999. The decrease in the gross
profit margin of 4.1% in 2000 as compared to 1999 was a result of a shift in
sales mix to lower margin products in 2000 in response to changing market
conditions.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
For the year ended December 31, 2000, selling, general and
administrative expenses were RMB 171,174,772 (38.6% of net sales), consisting of
selling expenses of RMB 2,293,311 and general and administrative expenses of RMB
168,881,461. Net of an allowance for doubtful accounts of RMB 137,000,000 for
the year ended December 31, 2000, general and administrative expenses were RMB
31,881,461. For the year ended December 31, 1999, selling, general and
administrative expenses were RMB 32,232,488 (6.3% of net sales), consisting of
selling expenses of RMB 4,395,587 and general and administrative expenses of RMB
27,836,901. Net of a write-back of allowance for doubtful accounts of RMB
6,080,775 for the year ended December 31, 1999, general and administrative
expenses were RMB 33,917,676. Selling expenses consist of warehousing, storage
and freight costs.
As of December 31, 2000, Noble Brewery recorded an allowance for
doubtful accounts of RMB 137,000,000 related to amounts due from the Marketing
Company. This allowance for doubtful accounts was eliminated in the Company's
consolidated financial statements, and had no effect on the Company's
consolidated results of operations for the year ended December 31, 2000.
During 1995, the Marketing Company was established to market
throughout China the Pabst Blue Ribbon beer produced by Zhaoqing Brewery and
Noble Brewery. The Marketing Company assumed the responsibility for marketing
the Pabst Blue Ribbon beer produced by Noble Brewery during July 1995, and
incurred almost all of the 1999 and 2000 selling expenses.
Selling expenses decreased by RMB 2,102,276 or 47.8% in 2000 as
compared to 1999, and represented 0.5% of net sales in 2000 as compared to 0.9%
of net sales in 1999, as a result of a decrease in warehousing and
transportation costs. General and administrative expenses increased by RMB
141,044,560 or 506.7% in 2000 as compared to 1999, and represented 38.1% of net
sales in 2000 as compared to 5.4% of net sales in 1999. Excluding the allowance
for doubtful accounts, general and administrative expenses decreased by RMB
2,036,215 or 6.0% in 2000 as compared to 1999. General and administrative
expenses decreased in 2000 as compared in 1999 primarily as a result of
effective cost control measures.
OPERATING INCOME (LOSS):
For the year ended December 31, 2000, operating loss was RMB
19,166,505, as compared to operating income of RMB 165,137,881 for the year
ended December 31, 1999.
44
INTEREST INCOME AND INTEREST EXPENSE:
For the year ended December 31, 2000, interest income was RMB
1,141,976, as compared to interest income of RMB 1,650,372 for the year ended
December 31, 1999, due primarily to average bank balances and bank deposit
interest rates being lower in 2000.
For the year ended December 31, 2000, interest expense was RMB 16,724,
as compared to interest expense of RMB 51,926 for the year ended December 31,
1999, as a result of lower average bank interest rates for discounting bills
receivable in 2000.
INCOME TAXES:
For the year ended December 31, 2000, income tax expense was RMB
31,479,185, which consisted of RMB 28,479,185 for PRC income taxes and RMB
3,000,000 for deferred income taxes as a result of temporary timing differences
with respect to accelerated depreciation of property, plant and equipment. For
the year ended December 31, 1999, income tax expense was RMB 42,887,055, which
consisted of RMB 40,587,055 for PRC income taxes and RMB 2,300,000 for deferred
income taxes as a result of temporary timing differences with respect to
accelerated depreciation of property, plant and equipment. The two year 100%
income tax holiday and the three year 50% income tax reduction period for Noble
Brewery expired on December 31, 1995 and December 31, 1998, respectively.
Commencing in 1999, Noble Brewery was required to pay local income tax at the
full normal rate of 33% on its profit as determined in accordance with PRC
accounting standards applicable to Noble Brewery.
NET INCOME (LOSS):
For the year ended December 31, 2000, net loss was RMB 46,022,668, as
compared to net income of RMB 128,417,934 for the year ended December 31, 1999.
CONSOLIDATED FINANCIAL CONDITION - DECEMBER 31, 2001:
LIQUIDITY AND CAPITAL RESOURCES:
Operating. For the year ended December 31, 2001, the Company's
operations provided cash resources of RMB 10,083,167, as compared to RMB
60,222,966 for the year ended December 31, 2000, primarily as a result of a
decrease in cash flows related to accounts receivable, inventories, amounts due
from related companies and income tax payable, offset in part by an increase in
cash flows related to bills receivable and amount due to an associated company.
The Company's cash balance decreased by RMB 18,946,580 to RMB 71,366,480 at
December 31, 2001, as compared to RMB 90,313,060 at December 31, 2000. The
Company's net working capital deficit increased by RMB 21,152,953 to RMB
295,884,832 at December 31, 2001, as compared to RMB 274,731,879 at December 31,
2000, resulting in a current ratio at December 31, 2001 of 0.42:1, as compared
to 0.49:1 at December 31, 2000.
The Company recorded a provision for doubtful accounts of RMB
22,979,523 for the year ended December 31, 2001, as compared to RMB 21,818,226
for the year ended December 31, 2000. As of December 31, 2001 and 2000, the
allowance for doubtful accounts was RMB 104,632,067 and RMB 81,652,544,
respectively. As a percent of total accounts receivable, the allowance for
doubtful accounts was 63.6% and 52.9% at December 31, 2001 and 2000,
respectively. Net of an allowance for doubtful accounts of RMB 22,979,523 for
the year ended December 31, 2001, and the effect of writing off the receivables
of Jilin Lianli Brewery of RMB 3,962,377, accounts receivable increased by RMB
14,248,760 or 19.6% to RMB 59,978,050 at December 31, 2001, as compared to RMB
72,671,190 at December 31, 2000, as a result of a slowdown in payments from
customers and the decrease in net sales.
45
Bills receivable decreased by RMB 21,175,000 or 82.6% to RMB 4,465,000
at December 31, 2001, as compared to RMB 25,640,000 at December 31, 2000, due to
an increase in the endorsement of bills receivable in 2001 to settle payment
obligations to Noble Brewery for the purchase of a raw material. As a result,
purchases of raw materials from Guangdong Blue Ribbon and its group of
companies, as well as amounts due to such related companies, decreased in 2001.
Net of the effect of the write off of the amount due to related
companies by Jilin Lianli Brewery of RMB 12,575,356, the amounts due to related
companies decreased by RMB 12,985,433 or 46.4% to RMB 2,435,577 at December 31,
2001, as compared to RMB 27,996,366 at December 31, 2000, and consisted
primarily of payable balances resulting from the purchase of packaging materials
and expenses paid by Guangdong Blue Ribbon on behalf of the Company.
Income taxes payable decreased by RMB 5,656,663 or 100.0% to RMB nil
at December 31, 2001, as compared to RMB 5,656,663 at December 31, 2000.
The amount due to an associated company increased by RMB 6,862,322 or
3.4% to RMB 210,805,218 at December 31, 2001, as compared to RMB 203,942,896 at
December 31, 2000, and represents the amounts due to Noble Brewery from its sale
of Pabst Blue Ribbon beer to the Marketing Company and from its sale of raw
materials (which were purchased under the new pooled management structure) to
Zhaoqing Brewery as well as other balances arising from recurring intercompany
transactions. These obligations are unsecured, interest-free and repayable on
demand. The repayment schedule for these obligations generally reflects the
collection period for accounts receivable generated by beer sales and normal
trade credit terms for raw material purchases.
Investing. Net of the effect of the write off of the property, plant
and equipment of Jilin Lianli Brewery of RMB 24,813,612, additions to property,
plant and equipment for the year ended December 31, 2001 aggregated RMB
11,266,668, which includes approximately RMB 8,400,000 and RMB 2,900,000 for
renovation and continuous improvement of Zao Yang High Worth Brewery and
Zhaoqing Brewery, respectively.
The Company anticipates that additional capital expenditures in
connection with the improvement of production facilities at Zhaoqing Brewery and
Zao Yang High Worth Brewery during 2002 will be approximately RMB 9,000,000 and
RMB 5,000,000, respectively. The Company believes that it will be able to fund
expected capital expenditures through internal cash flow and external resources.
Financing. During the year ended December 31, 2001, the Company's
secured bank loans decreased by RMB 2,465,393, reflecting new borrowings of RMB
121,104,000 and repayments of RMB 123,569,393. The bank loans bear interest at
fixed rates ranging from 5.9% to 7.7%, and are repayable within the next three
years. A substantial portion of the bank loans have been utilized to fund the
working capital requirements of Zhaoqing Brewery and Zao Yang High Worth
Brewery.
On March 20, 2000, the Board of Directors of High Worth Brewery
declared a fourth dividend distribution of RMB47,518,776, resulting in RMB
19,007,511 payable to Blue Ribbon Group, which was paid during 2000.
On January 9, 2001 and June 22, 2001, the Board of Directors of High
Worth JV declared the fifth and sixth dividend distribution of RMB 5,250,000 and
RMB 3,750,000, respectively, resulting in RMB 3,600,000 payable to Blue Ribbon
Group, which was paid during 2001. During the years ended December 31, 2001 and
2000, High Worth JV recorded aggregate dividends to the 40% minority interest
holder, Guangdong Blue Ribbon, of RMB 3,600,000 and RMB 19,007,510,
respectively.
46
During 2000, Noble Brewery declared and paid a dividend relating to
earnings for the year ended December 31, 1999, resulting in a dividend to High
Worth JV of RMB 40,796,520.
During the years ended December 31, 2001 and 2000, Guangdong Blue
Ribbon and its affiliated companies provided the Company with raw materials
financing aggregating approximately RMB nil and RMB 9,600,000, which obligations
are unsecured, interest-free and repayable on demand.
NOBLE BREWERY:
On April 3, 2002, Noble Brewery was served with an order from the High
Court of Shandong Province freezing a portion of its bank accounts with
aggregate balances of approximately RMB 35,700,000. The court order is related
to litigation between Noble China Inc., Shandong Noble Brewery Ltd. and China
Coast Property Development Ltd, with respect to Noble China Inc.'s 1994
investment in Shandong Shouguang Brewery Co. Ltd. China Coast Property
Development Ltd. is owned by the brother of Lei Kat Chong, the former chairman
of Noble China Inc., and is asserting a total claim against Noble China Inc. of
approximately RMB 53,100,000. Noble China Inc., through its wholly-owned
subsidiary, Linchpin Holdings Limited, owns a 60% interest in Noble Brewery.
The court order specified that a total of RMB 53,100,000 was to be
retained by Noble Brewery pending resolution of the litigation. Accordingly, in
addition to the RMB 35,700,000 of funds frozen, Noble Brewery will also be
obligated to withhold potential dividend distributions or equity interests due
to Linchpin Holdings Limited of RMB 17,400,000.
Noble Brewery has engaged legal counsel in the PRC to file a challenge
to the court order, but there can be no assurances that this effort will be
successful.
The RMB 35,700,000 of funds frozen by court order will be designated
by Noble Brewery as a portion of future dividend distributions payable to
Linchpin Holdings Limited. As of December 31, 2001, Linchpin Holdings Limited
was entitled to total dividend distributions from the retained earnings of Noble
Brewery of RMB 50,300,000.
Management of Noble Brewery believes that Noble Brewery's operations
will not be impaired as a result of the court order freezing a portion of its
bank accounts, and that Noble Brewery has adequate working capital resources to
fund its current operating requirements.
47
INFLATION AND CURRENCY MATTERS:
In the most recent decade, the Chinese economy has experienced periods
of rapid economic growth as well as relatively high rates of inflation, which in
turn has resulted in the periodic adoption by the Chinese government of various
corrective measures designed to regulate growth and contain inflation. Since
1993, the Chinese government has implemented an economic program designed to
control inflation, which has resulted in the tightening of working capital to
Chinese business enterprises. The Company believes that the aftereffects of the
Asian financial crisis has resulted in a change of consumer spending patterns,
and a general tightening of credit, throughout China. The success of the
Company depends in substantial part on the continued growth and development of
the Chinese economy.
Foreign operations are subject to certain risks inherent in conducting
business abroad, including price and currency exchange controls, and
fluctuations in the relative value of currencies. The Company conducts
virtually all of its business in China and, accordingly, the sale of its
products is settled primarily in RMB. As a result, devaluation or currency
fluctuation of the RMB against the USD would adversely affect the Company's
financial performance when measured in USD. Although prior to 1994 the RMB
experienced significant devaluation against the USD, the RMB has remained fairly
stable since then. In addition, the RMB is not freely convertible into foreign
currencies, and the ability to convert the RMB is subject to the availability of
foreign currencies. Effective December 1, 1998, all foreign exchange
transactions involving the RMB must take place through authorized banks or
financial institutions in China at the prevailing exchange rates quoted by the
People's Bank of China.
As China has recently been admitted as a member of the World Trade
Organization, the central government of China is expected to adopt a more
rigorous approach to partially deregulate the currency conversion restriction,
which may in turn increase the exchange rate fluctuation of the RMB. Should
there be any major change in the central government's currency policies, the
Company does not believe that such an action would have a detrimental effect on
the Company's operations, since the Company conducts virtually all of its
business in China, and the sale of its products is settled in RMB.
The Company has historically relied on dividend distributions,
converted from RMB into USD, to fund its activities outside of China. The
Company does not expect that any future currency fluctuation in RMB will affect
the ability of High Worth JV to continue to distribute such dividends. However,
in the event of a fluctuation, High Worth JV could elect to distribute dividends
in RMB, which would then be converted into other currencies when the later
prevailing market rates stabilized.
Although prior to 1994 the RMB experienced significant devaluation
against the USD, the RMB has remained fairly stable since then. The exchange
was approximately US$1.00 to RMB 8.30 at December 31, 1999, 2000 and 2001.
48
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:
The Company does not have any market risk with respect to such factors
as commodity prices, equity prices, and other market changes that affect market
risk sensitive investments.
With respect to foreign currency exchange rates, the Company does not
believe that a devaluation or fluctuation of the RMB against the USD would have
a detrimental effect on the Company's operations, since the Company conducts
virtually all of its business in China, and the sale of its products and the
purchase of raw materials and services is settled in RMB. The effect of a
devaluation or fluctuation of the RMB against the USD would affect the Company's
results of operations, financial position and cash flows, when presented in USD
(based on a current exchange rate) as compared to RMB.
The Company does not have any interest rate risk, as the Company's
debt obligations are primarily short-term in nature, with fixed interest rates.
ENVIRONMENTAL MATTERS:
Management believes that the Company complies with all national and
local environmental protection laws and regulations of the PRC. In 1999, 2000
and 2001, compliance with the provisions of all national and local environmental
laws and regulations did not have a material effect upon earnings, capital
expenditures or the competitive position of the Company.
NEW ACCOUNTING PRONOUNCEMENTS:
In 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("FASB No. 133"), which requires companies
to record derivative financial instruments on their balance sheets as assets or
liabilities and measure them at fair value. Gains and losses resulting from
changes in the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedge accounting. The key
criterion for hedge accounting is that the hedging relationship must be highly
effective in achieving offsetting changes in fair value or cash flows. In June
1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of Effective Date of FASB Statement No. 133",
which amends SFAS No. 133 to be effective for all fiscal years beginning after
June 15, 2000. In September 2000, the FASB issued SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities -
a Replacement of FASB No. 125". The Company's adoption of these statements
during 2001 did not have any impact on its results of operations or financial
position.
In June 2001, the FASB issued SFAS No. 141, "Business Combinations".
SFAS No. 141 requires the use of the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. The adoption of SFAS No. 141 on July 1, 2001 did
not have a significant impact on the Company's financial statements.
49
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets", which is effective January 1, 2002. SFAS No. 142 requires,
among other things, the discontinuance of goodwill amortization. In addition,
SFAS No. 142 includes provisions for the reclassification of certain existing
recognized intangibles as goodwill, reassessment of the useful lives of the
existing recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill. SFAS No. 142
also requires the Company to complete a transitional goodwill impairment test
six months from the date of adoption. The Company is currently assessing, but
has not yet determined, the impact that SFAS No. 142 may have on the Company's
financial position and results of operations.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". SFAS No. 143 addresses the diverse accounting practices
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. The Company will be required to adopt
SFAS No. 143 effective January 1, 2003. The Company is reviewing SFAS No. 143 to
determine what effect, if any, it will have on the Company's financial position
and results of operations.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", that is applicable to the Company
effective January 1, 2002. SFAS No. 144 supersedes SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lives Assets to Be Disposed
Of", and a portion of APB Opinion No. 30, "Reporting the Results of Operations".
SFAS No. 144 provides a single accounting model for long-lived assets to be
disposed of and significantly changes the criteria that would have to be met to
classify an asset as held-for-sale. Classification as held-for-sale is an
important distinction since such assets are not depreciated and are stated at
the lower of fair value or the carrying amount. SFAS No. 144 also requires
expected future operating losses from discontinued operations to be displayed in
the period(s) in which the losses are incurred, rather than as of the
measurement date as presently required. The Company does not expect
implementation of SFAS No. 144 to materially affect its results of operations or
financial position.
50
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and exhibits are listed at "ITEM 14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K".
Selected unaudited 2001 and 2000 quarterly financial information, in
RMB, is as follows:
2001 2000
-------------- -----------
THREE MONTHS ENDED MARCH 31:
Sales, net of sales taxes 212,467,511 296,978,834
Gross profit 53,120,430 66,806,706
Operating loss (19,043,470) (223,453)
Net income (loss) (8,413,089) 4,754,786
Net income (loss) per common share (1.05) 0.59
THREE MONTHS ENDED JUNE 30:
Sales, net of sales taxes 187,056,664 280,826,872
Gross profit 42,340,396 63,560,800
Operating income (loss) (37,395,914) 775,469
Net income (loss) (27,076,104) 4,481,052
Net income (loss) per common share (3.38) 0.56
THREE MONTHS ENDED SEPTEMBER 30:
Sales, net of sales taxes 175,539,573 191,292,909
Gross profit 65,260,665 43,304,551
Operating income (loss) 7,199,869 (27,358,620)
Net income (loss) 4,144,128 (7,838,502)
Net income (loss) per common share 0.52 (0.98)
THREE MONTHS ENDED DECEMBER 31:
Sales, net of sales taxes 138,730,851 172,048,930
Gross profit 54,136,847 32,307,330
Operating income (loss) 2,184,450 (67,482,000)
Net income (loss) 2,068,046 (30,302,528)
Net income (loss) per common share 0.26 (3.78)
YEAR ENDED DECEMBER 31:
Sales, net of sales taxes 713,794,599 941,147,545
Gross profit 214,858,338 205,979,387
Operating loss (47,055,065) (94,288,604)
Net loss (29,277,019) (28,905,192)
Net loss per common share (3.66) (3.61)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
51
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following tables and text sets forth the names and ages of all
directors and executive officers of the Company as of March 31, 2002, and their
positions and offices with the Company. The Board of Directors of the Company
is comprised of only one class. All of the directors will serve until the next
annual meeting of shareholders and until their successors are elected and
qualified, or until their earlier death, retirement, resignation or removal.
Executive officers serve at the discretion of the Board of Directors, and are
appointed to serve until the first Board of Directors meeting following the
annual meeting of shareholders. There are no family relationships among
directors and executive officers. Also provided is a brief description of the
business experience of each director and executive officer during the past five
years and an indication of directorships held by each director in other
companies subject to the reporting requirements under the Federal securities
laws.
In conjunction with the reorganization of the Company in 1994 and as a
result of the distribution by Oriental Win to its shareholders during August
1996 of all of the shares of common stock of the Company that it owned, West
Coast Star Enterprises Ltd. became the controlling shareholder of the Company
and acquired the right to appoint a majority of the members of the Board of
Directors for so long as it held its shares. On January 22, 2002, new directors
and officers were appointed when Zhaoqing City Lan Wei Alcoholic Beverage
(Holdings) Ltd. acquired a controlling interest in West Cost Star Enterprises
Ltd.
DIRECTORS
Name Age Date Elected as Director
- ---- --- -------------------------
Daqing Zheng 54 January 22, 2002
Foqing Lu 54 January 22, 2002
Weixiong Zhu 54 January 22, 2002
Zi-shou Chen 61 July 1, 1997
Weijian Cao 40 January 22, 2002
Zihang Niu 53 January 22, 2002
Michael Xiao Zheng 38 January 22, 2002
EXECUTIVE OFFICERS
Date Elected
Name Age Position as Officer
- ---- --- -------- ------------
Daqing Zheng 54 Chairman and January 2002
Chief Executive
Officer
Foqing Lu 54 President January 2002
Zi-shou Chen 61 Vice President January 2002
Gary C.K. Lui 41 Vice President and April 1996
Chief Financial
Officer
Michael Xiao Zheng 38 Vice President January 2002
52
BIOGRAPHIES OF DIRECTORS AND EXECUTIVE OFFICERS:
DAQING ZHENG
Mr. Zheng, Chairman, Chief Executive Officer and a director of the
Company, has over 30 years experience in manufacturing. Since the early 1980's,
Mr. Zheng has held senior management positions in several enterprises in China
which were engaged principally in direct investments. Since 1996, Mr. Zheng has
been the General Manager of Zhaoqing City Investment Limited and he has
participated extensively in the businesses of those directly invested industries
in Zhaoqing City, including the Blue Ribbon Beer business and the manufacturing
of aluminum cans. He is currently the Chairman of Zhaoqing City Lan Wei
Alcoholic Beverage (Holdings) Limited.
FOQING LU
Mr. Lu, President and a director of the Company, has over 30 years
experience in the Chinese manufacturing sector. Since the early 1990's, Mr. Lu
has held senior management positions in several large scale manufacturing
enterprises in Zhaoqing City. During the past five years, he has participated
extensively in light industrial and manufacturing enterprises investments and
has arranged broad cooperation with countries such as Philippines in glass
manufacturing enterprises. Mr. Lu is currently the Deputy General Manager and a
director of Zhaoqing City Light Industries Group Limited.
WEIXIONG ZHU
Mr. Zhu, a director of the Company, has over 30 years experience in
investing and management industrial enterprises. Since 1986, Mr. Zhu has held
senior management positions in various state-owned and sino-foreign joint
ventures enterprises. He has extensively participated in numerous investment
projects of different manufacturing industries in China, such as the second
phase expansion project of Blue Ribbon Beer. Mr. Zhu is currently a Deputy
General Manager of Zhaoqing City Lan Wei Alcoholic Beverage (Holdings) Limited.
ZI-SHOU CHEN
Mr. Chen, a director of the Company, has over 30 years experience in
the Chinese manufacturing sector. Since the early 1980's, Mr. Chen has held
senior management positions in several manufacturing enterprises in China which
were mainly engaged in the electronics industry. During the past five years, he
has participated extensively in syndication financing, property development and
project investment in China. Mr. Chen was President of the Company from August
1, 1997 until February 28, 2001.
WEIJIAN CAO
Mr. Cao, a director of the Company, has over 20 years experience in
manufacturing industries. Since 1986, Mr. Cao has held senior management
positions in various large scale manufacturing enterprises in Zhaoqing City.
During the recent years, he has extensively participated in different investing
activities in Zhaoqing City including projects involving information technology,
biological engineering and machinery manufacture. Mr. Cao is currently the
Deputy General Manager of Zhaoqing City Lan Wei Alcoholic Beverage (Holdings)
Limited.
53
ZIHANG NIU
Mr. Niu, a director of the Company, has over 30 years experience in
the manufacturing sector. He was formerly a director, Vice President and Chief
Operating Officer of the Company from November 1994 to July 1997. Since 1986,
Mr. Niu has been involved in the Blue Ribbon beer business in China and has held
senior management positions in enterprises with brewing related businesses. He
has participated in the development processes of the Blue Ribbon beer business
in Zhaoqing. Mr. Niu is currently the President of Zhaoqing Blue Ribbon Beer
Enterprises and the Chairman and General Manager of Guangdong Blue Ribbon Group
Limited.
MICHAEL XIAO ZHENG
Mr. Zheng, Vice President and a director of the Company, graduated
from Newport University in the United States with a Master of Business
Administration. He held a senior management position with an international
shipping company in the United States for two years. In 1993, he served as
Senior Manager of Blue Ribbon Group Holdings Company Limited in Hong Kong where
he was responsible for financial and investment activities. Prior to joining
the Company, Mr. Zheng was a Managing Director of an international investment
company based in Hong Kong for six years, which participated in brewery, project
investments and Sino-foreign joint ventures. He is currently a fellow of the
Canadian Chartered Institute of Finance & Accountancy.
GARY C.K. LUI
Mr. Lui, Vice-President and Chief Financial Officer of the Company,
graduated from the University of Hong Kong with Bachelor of Social Sciences
Degree in 1987. After graduation, he worked in the Hong Kong office of the
Corporate Recovery Division of Arthur Andersen & Co. for three years. In 1990,
he joined a ship building company listed in Hong Kong as the Group Assistant
Financial Controller and was the Financial Controller of the Group's major
shipyard in Singapore. From 1992 to 1994, Mr. Lui was the General Manager of a
private investment company with extensive joint venture projects in Northeastern
China. Prior to joining the Company in 1995, Mr. Lui was the Project Controller
of a Hong Kong-listed investment company with major investments in Eastern
China. Mr. Lui is currently a member of the Association of Chartered Certified
Accountants and the Hong Kong Society of Accountants. Mr. Lui obtained his
Master's Degree in Applied Finance in 2001.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE:
During the year ended December 31, 2001, the Company did not have any
class of equity securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, and accordingly, was not subject to the
reporting requirements of Section 16 of the Securities Exchange Act of 1934, as
amended.
54
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company to
its Chairman, President and to its three other most highly compensated executive
officers during the last three fiscal years.
SUMMARY COMPENSATION TABLE (US$)
Name and Other
Principal Annual
Position Year Salary Bonus Compensation
- -------- ---- -------- ------- ------------
Jin-Qiang Zhang (1) 2001 $153,600 $12,800 $15,600
Chairman and Chief 2000 153,600 12,800 15,600
Executive Officer 1999 nil 97,067 12,000
Zi-Shou Chen (2) 2001 $ 56,200 $nil $15,600
2000 128,400 10,700 15,600
1999 139,100 90,964 12,000
Guang-wei Liang (3) 2001 $135,800 $10,700 $15,600
President 2000 7,200 nil 15,600
1999 nil nil 12,000
John Zhao Li (4) 2001 $103,200 $8,600 $15,600
Vice President 2000 103,200 8,600 15,600
1999 111,800 63,253 12,000
Gary C.K. Lui (5) 2001 $132,000 $11,000 $ nil
Vice-President and 2000 105,840 8,820 nil
Chief Financial 1999 98,154 8,179 nil
Officer
- ------------------
(1) Mr. Zhang was elected as Chief Executive Officer of the Company on May 29,
1999. Mr. Zhang continued as the Chairman and a director of the Company
subsequent to that date until January 22, 2002
(2) Mr. Chen was the President of the Company until February 28, 2001. Mr.
Chen continued as an executive director of the Company subsequent to that
date and he was appointed the Vice President of the Company on January 22,
2002.
(3) Mr. Liang was elected the President of the Company on March 1, 2001 and
served in this position until January 22, 2002.
55
(4) Mr. Li was President of the Company until July 31, 1997. Mr. Li continued
as an officer and director of the Company subsequent to that date until
January 22, 2002.
(5) Mr. Lui was elected as Vice-President of the Company on January 2, 2001, in
addition to his position as Chief Financial Officer.
COMPENSATION AGREEMENTS:
The Company has not entered into any long-term employment or
consulting agreements with its officers or directors.
BOARD OF DIRECTORS:
During the year ended December 31, 2001, four meetings of the Board of
Directors were held. All directors attended at least 75% of all board meetings
for which they were eligible to attend. All directors receive compensation of
US$1,300 per month for serving on the Board of Directors, which aggregated
$93,600 during the year ended December 31, 2001. All directors are reimbursed
for any out-of-pocket expenses incurred in attending board meetings.
On January 2, 1998 and September 30, 1999, the Board of Directors
established a Compensation Committee and an Audit Committee, respectively. As
of December 31, 2001, Deng-chen Yin and Lee-Tak Wong were the members of the
Compensation Committee and the Audit Committee. On January 22, 2002 and March
25, 2002, Weixiong Zhu and Zihang Niu were appointed, respectively, as members
of the Compensation Committee and the Audit Committee.
INDEPENDENT PUBLIC ACCOUNTANTS:
Deloitte Touche Tohmatsu has served as the Company's independent
auditors since 1996. Services provided to the Company and its subsidiaries by
Deloitte Touche Tohmatsu during the year ended December 31, 2001 included the
audit of the Company's consolidated financial statements, limited reviews of
quarterly reports, and services with respect to various tax matters. During the
year ended December 31, 2001, Deloitte Touche Tohmatsu invoiced the Company RMB
956,783 for the audit of the Company's financial statements for the year ended
December 31, 2000 and for its reviews of the Company's unaudited quarterly
financial statements for the year ended December 31, 2001, and RMB 150,230 for
the preparation of various income tax returns.
The Audit Committee of the Board of Directors has considered whether
the provision of non-audit services is compatible with maintaining the
independence of Deloitte Touche Tohmatsu, and has determined that, in its
opinion, they are compatible.
STOCK OPTION PLAN:
The 1998 Stock Option Plan (the "Plan") was adopted by the majority of
the shareholders of the Company and approved by the Board of Directors on
January 2, 1998. The Plan is administered by the Compensation Committee and
contains the following major provisions:
(a) The Plan provides for the issuance of incentive stock options ("ISOs") and
nonqualified stock options ("NSOs") to purchase the Class A common stock of
the Company. The Plan is intended to provide a means whereby employees may
be given an opportunity to purchase shares of Class A common stock of the
Company pursuant to (i) options which may qualify as ISOs under Section 422
of the Internal Revenue Code of 1986, as amended, or (ii) NSOs which may
not so qualify.
56
(b) Options may be granted under the Plan from time to time to eligible
persons to purchase an aggregate of up 800,000 shares of Class A common
stock, and no more than 80,000 options may be granted to any one
participant in any year.
(c) All ISOs will have option exercise prices per option share equal to the
fair market value of a share of Class A common stock on the date the option
is granted, except that in the case of ISOs granted to any person
possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any affiliate, the price will be not
less than 110% of such fair market value. The option exercise prices
per option for NSO's shall be as determined by the Compensation
Committee.
A summary of all stock options granted pursuant to the Plan to
directors, officers and employees of the Company during the years ended
December 31, 1998, 1999, 2000 and 2001 are shown below (no options were granted
in 1999 or 2001). No options were exercised during the years ended December 31,
1999, 2000 or 2001. The exercise price of all stock options was not less than
fair market value on the grant date.
Options Exercise Annual
Granted Price Vesting Expiration
(In'000) (In US$) Percentage Date
Participant 1998 2000 1998 2000 1998 2000 1998 2000
- ----------- ---- ---- ----- ----- ----------- ----------- ---------- ---------
Jin-qiang Zhang (3) 40 80 4.26 0.79 50%/25%/25% 50%/25%/25% 12/31/01 12/31/04
Deng-chen Yin (3) 30 65 4.26 0.79 50%/25%/25% 50%/25%/25% 12/31/01 12/31/04
Zi-shou Chen 30 65 3.87 0.72 60%/20%/20% 50%/25%/25% 12/31/05 12/31/04
Guang-wei Liang (3) 30 65 3.87 0.72 60%/20%/20% 50%/25%/25% 12/31/05 12/31/04
John Zhao Li (3) 30 65 3.87 0.72 60%/20%/20% 50%/25%/25% 12/31/05 12/31/04
Lee-tak Wong (3) 30 65 3.87 0.72 60%/20%/20% 50%/25%/25% 12/31/05 12/31/04
Kaicheng Chen (1) 21 - 3.87 -- 70%/15%/15% 50%/25%/25% 12/31/05 12/31/04
Wong Yong (1) 21 - 3.87 -- 70%/15%/15% 50%/25%/25% 12/31/05 12/31/04
Gary C.K. Lui 21 55 3.87 0.72 70%/15%/15% 50%/25%/25% 12/31/05 12/31/04
Clarence Yip (2) - - 3.87 0.72 70%/15%/15% 50%/25%/25% 12/31/05 12/31/04
Cilly Yeung 9 20 3.87 0.72 70%/15%/15% 50%/25%/25% 12/31/05 12/31/04
---- ----
262 480
==== ====
- ------------------------------
(1) Kaicheng Chen and Wong Yong resigned as officers of the Company on
January 31, 1999 and March 31, 1999, respectively, and pursuant to the
Plan, the stock options previously granted to them were cancelled.
(2) Clarence Yip resigned as employee of the Company on January 31, 2001, and
pursuant to the Plan, the stock options previously granted to him were
cancelled.
(3) Jin-qiang Zhang, Deng-chen Yin, Guang-wei Liang, John Zhao Li and Lee-tak
Wong resigned as directors and/or officers of the Company effective January
22, 2002, and pursuant to the Plan, the respective stock options previously
granted to them were cancelled.
57
The stock options issued to non-employee directors in 1998 were
accounted for pursuant to Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"). Under SFAS 123, the
fair value of stock options issued to non-employees is calculated according to
the Black-Scholes option pricing model and is amortized to expense over the
vesting period. As a result, the Company recognized RMB nil, RMB 174,452 and
RMB 697,801 of compensation expense in 2001, 2000 and 1999, respectively.
During the years ended December 31, 1998, 1999, 2000 and 2001, the
Company granted stock options to officers of the Company as follows (no options
were granted in 1999 or 2001):
Number of Percent of Options Weighted
Options Granted to Total Exercise
Granted Options Granted Price
(In '000)
Recipient 1998 2000 1998 2000 1998 2000
- --------- ---- ---- ------- ------- -------- --------
Jin-qiang Zhang (2) -- 80 -- 15.0% -- US$0.79
Zi-shou Chen 30 65 10.7% 12.5% US$3.87 US$0.72
John Zhao Li (2) 30 65 10.7% 12.5% US$3.87 US$0.72
Kaicheng Chen (1) 21 -- 7.5% -- US$3.87 --
Wong Yong (1) 21 -- 7.5% -- US$3.87 --
Gary C.K. Lui 21 55 7.5% 10.6% US$3.87 US$0.72
--- --- ----- -----
Total 123 265 43.9% 50.6%
=== === ===== =====
- ---------------------------
(1) Kaicheng Chen and Wong Yong resigned as officers of the Company on
January 31, 1999 and March 31, 1999, respectively, and pursuant to the
Plan, the stock options previously granted to them were cancelled.
(2) Jin-qiang Zhang and John Zhao Li resigned as directors and officers of the
Company effective January 22, 2002, and pursuant to the Plan, the
respective stock options previously granted to them were cancelled.
58
A summary of stock options granted to the Company's officers as of
December 31, 2001 is shown below. No options were exercised during the years
ended December 31, 1999, 2000 and 2001.
Number of Value of
Shares of Unexercised
Common Stock in-the-Money
Underlying Options at
Stock Options Weighted Fiscal Year-End (1)
------------------ Exercise --------------------
Recipient Unvested Vested Price Unvested Vested
- --------- -------- ------ -------- -------- -------
Jin-qiang Zhang 20,000 100,000 US$2.52 US$ nil US$ nil
Guang-wei Liang 16,250 78,750 US$2.29 US$ nil US$ nil
Zi-shou Chen 16,250 78,750 US$2.29 US$ nil US$ nil
John Zhao Li 16,250 78,750 US$2.29 US$ nil US$ nil
Gary C.K. Lui 13,750 62,250 US$2.29 US$ nil US$ nil
------- ------- ------- -------
Total 82,500 398,500 US$ nil US$ nil
======= ======= ======= =======
- -----------------------
(1) The dollar values are calculated by determining the difference between the
weighted average exercise price of the stock options and the market price for
the Class A common stock of $0.20 per share on December 31, 2001.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS:
The current members of the Compensation Committee and Audit Committee
are Zihang Niu and Weixiong Zhu, both of whom are directors of the Company.
Daqing Zheng, Foqing Lu, Zi-shou Chen, Weijian Cao and Michael Xiao Zheng are
directors of the Company. Daqing Zheng, Weixiong Zhu and Weijian Cao are also
officers and/or directors of Zhaoqing City Lan Wei Alcoholic Beverage (Holdings)
Limited. Zihang Niu is an officer and director of Guangdong Blue Ribbon Group
Limited (see "ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT").
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION - YEAR ENDED
DECEMBER 31, 2001:
The Company's compensation program for its executive officers is
administrated and reviewed by the Compensation Committee of the Board of
Directors. Historically, executive compensation consists of a combination of
base salary and discretionary bonuses. Individual compensation levels are
designed to reflect individual responsibilities, performance and experience, as
well as Company performance. The determination of discretionary bonuses is
based on various factors, including implementation of the Company's business
plan, acquisition of assets, development of corporate opportunities and
completion of financing.
The Compensation Committee also believes that executives should have a
substantial equity ownership, both through direct share ownership and through
stock options, to provide long-term incentives which link executive compensation
to the Company's long-term performance and return to its shareholders. The
Company also believes that non-employee directors should have an equity interest
in the Company. In that regard, the Company adopted the 1998 Stock Option
Plan.
Effective January 1, 2000, the Compensation Committee increased the
base salary for all non-director officers and employees of the Company by 7.8%.
The compensation for directors in relation to their office as a director has
also been increased from US$1,000 per month to US$1,300 per month. Effective
January 1, 2001, the Compensation Committee increased the base salary for all
non-director officers and employees of the Company by 25% to 38% as a result of
revised responsibilities and duties.
59
COMPARATIVE SHAREHOLDER RETURN PERFORMANCE GRAPH:
The graph below compares the cumulative total shareholder return on
the Company's Class A common stock against the cumulative total shareholder
return on the S & P Corporate - 500 Stock Index, the Nasdaq Composite Index and
the shareholder return on the stock of Tsingtao Brewery LDT ("TSGTF"), assuming
that US$100 was invested on January 1, 1996 in the Company's Class A common
stock and in the stocks comprising the S & P Corporate - 500 Index, the Nasdaq
Composite Index and the stock of TSGTF, respectively, and also assuming the
reinvestment of all dividends. Tsingtao Brewery LDT is the largest producer of
premium brand beer in China, and its stock is traded in Hong Kong, China and on
the OTC Bulletin Board in the United States. The Company considers Tsingtao
Brewery LDT as its peer group, as it is the only other comparable
publicly-traded beer company in China, considering various factors such as
industry profile, geographic market, revenues and production capacity. The
historical stock price performance of the Company's common stock is not
necessarily indicative of future price performance.
Fiscal S & P
Year Corporate Nasdaq Tsingtao
Ended - 500 Composite Brewery The
December Stock Stock LDT Company
31, Index Index ("TSGTF") ("CBRB")
- -------- --------- --------- --------- --------
1996 100 100 100 100
1997 131 122 60 38
1998 166 170 40 33
1999 193 306 63 17
2000 175 182 56 13
2001 156 153 69 7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As used in this section, the term beneficial ownership with respect to
a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, as consisting of sole or shared voting power (including the power to
vote or direct the vote) and/or sole or shared investment power (including the
power to dispose of or direct the disposition of) with respect to the security
through any contract, arrangement, understanding, relationship or otherwise,
subject to community property laws where applicable.
As of March 31, 2002, the Company had a total of 8,010,013 shares of
common stock issued and outstanding, consisting of 5,010,013 shares of Class A
common stock ($.0001 par value) and 3,000,000 shares of Class B common stock
($.0001 par value). The Class A common stock and Class B common stock are
identical, except that the Class A common stock has one vote per share and the
Class B common stock has two votes per share. Each share of Class B common
stock is convertible into one share of Class A common stock at the option of the
holder. All common share amounts reflect the 1-for-22 reverse stock split
effective November 22, 1994. There are no other classes of equity securities
outstanding.
60
The following table sets forth, as of March 31, 2002: (a) the names
and addresses of each beneficial owner of more than five percent (5%) of the
Company's common stock known to the Company, the number of shares of common
stock beneficially owned by each such person, and the percent of the Company's
common stock so owned; and (b) the names and addresses of each director and
executive officer, the number of shares of common stock of the Company
beneficially owned, and the percent of the Company's common stock so owned, by
each such person, and by all directors and executive officers of the Company as
a group. Each such person has sole voting and investment power with respect to
the shares of common stock, except as otherwise indicated. Beneficial ownership
consists of a direct interest in the shares of common stock, except as otherwise
indicated.
Percent of
Shares of
Name and Address Amount and Nature of Common Stock
of Beneficial Owner Beneficial Ownership Outstanding
- ------------------- -------------------- --------------
Zhaoqing City Lan Wei 5,568,000 (1) 69.5
Alcoholic Beverage
(Holdings) Limited
Qin Tian Road, Zhaoqing City
People's Republic of China
Redcliffe Holdings Ltd. 1,392,000 (2) 17.4
c/o Suite 2002, Fairmont House
8 Cotton Tree Drive
Hong Kong
Daqing Zhang (1) (4) - -
Foqing Lu (4) - -
Weixiong Zhu (1) (4) - -
Zi-shou Chen (4) 78,750 (3) .9
Weijian Cao (1) (4) - -
Zihang Niu (4) - (5)
Michael Xiao Zheng (4) - -
Gary C.K. Lui (4) 62,250 (3) .8
All Directors and 141,000 (3) 1.7
Executive Officers
as a Group (8 persons)
61
- -----------------------
(1) Consists of 4,176,000 shares owned by West Coast Star Enterprises Ltd.
("West Coast") and 1,392,000 shares owned by Top Link Development Limited
(including 3,168,000 shares of Class A common stock and 2,400,000 shares of
Class B common stock), which were previously controlled by Shenzhen
Huaqiang Holdings Limited ("SHHL"). West Coast and Top Link are
beneficially owned 80% and 100%, respectively, by SHHL, which is a
state-owned enterprise in China. On January 22, 2002, Zhaoqing City Lan Wei
Alcoholic Beverage (Holdings) Limited ("Lan Wei") acquired from SHHL all of
its equity interest in the Company. On February 15, 2002, the 1,392,000
shares owned by Top Link Development Limited were transferred to Rich &
Prosper Ltd., a holding company beneficially controlled by Lan Wei, pending
the completion of formal transfer documentation.
In addition, Lan Wei, through Rich & Prosper Ltd. has entered into a
private agreement in February 2002 to purchase an additional 579,500 class
A common shares of the Company, representing approximately 7.23% of the
issued equity interest of the Company. Accordingly, upon completion of the
transfer, the total number of shares beneficially held by Lan Wei will be
6,147,500 shares, representing a 76.7% equity interest in the Company.
Daqing Zhang, Weixiong Zhu and Weijian Cao are directors or officers of Lan
Wei.
(2) Consists of 792,000 shares of Class A common stock and 600,000 shares of
Class B common stock. Victor Choi, a former Director, is the beneficial
owner of Silvercliff Venture Inc., which owns 50% of the capital stock
of Redcliffe Holdings Ltd.
(3) Consists solely of immediately exercisable stock options.
(4) The address of each such person is c/o the Company, 23/F., Hang Seng
Causeway Bay Building, 28 Yee Wo Street, Causeway Bay, Hong Kong.
(5) Mr. Niu is a minority shareholder of West Coast, but disclaims any
beneficial ownership of the shares held by West Coast.
CHANGES IN CONTROL:
The Company is unaware of any contract or other arrangement, the
operation of which may at a subsequent date result in a change in control of the
Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SHAREHOLDER LOANS
In connection with the acquisition of High Worth JV, Oriental Win
Holdings Ltd. ("Oriental Win") advanced US$8,869,585 to Holdings during 1994.
The rights to collect US$8,000,000 of the advance were transferred from Oriental
Win to its shareholders in proportion to their respective shareholder interests
in August 1996 (West Coast Star Enterprises Ltd. - 60%; Mapesbury Limited - 20%;
Redcliffe Holdings Ltd. - 20%). The advances bore no interest and were
repayable at the discretion of the Company, with the shareholders having no
right to demand repayment. The Company had the option of offsetting or repaying
the advances or any part thereof by allotment of shares at par value in
Holdings. Mapesbury Limited assigned its advances and shares in the Company to
Top Link Development Limited in February 1998. On September 8, 1998, the
62
remaining rights to collect US$848,000 of the advances were transferred from
Oriental Win to its shareholders in proportion to their respective shareholder
interests, less US$21,585 repaid by Holdings on behalf of Oriental Win, and
Oriental Win was formally dissolved by its shareholders on December 22, 1998.
On November 26, 1998, Holdings partially repaid approximately 31.5% of the
advances from shareholders, amounting to US$2,791,650. In May 1999, Holdings
partially repaid approximately 18.5% of the advances from shareholders,
amounting to US$1,632,350. In March 2000, Holdings partially repaid
approximately 30% of the advances from shareholders, amounting to US$2,654,400.
In August 2000, Holdings repaid the remaining balances of the advances from
shareholders, amounting to US$1,769,600.
NOBLE BREWERY
During the years ended December 31, 2001 and 2000, the Company
purchased for resale beer products from Noble Brewery aggregating RMB
341,080,358 and RMB 466,532,300, respectively. During the year ended December
31, 2001, the Company also purchased beer products from Noble Brewery
aggregating RMB 91,015,274, an amount representing the direct variable cost of
producing these beer products, and sold to Noble Brewery raw materials totaling
RMB 22,575,757, pursuant to a centralized purchasing system installed by the new
pooled management structure. As of December 31, 2001 and 2000, RMB 210,805,218
and RMB 203,942,896, respectively, was due to Noble Brewery for the purchase of
beer products and raw material, and was unsecured, interest-free and repayable
on demand.
GUANGDONG BLUE RIBBON
During the years ended December 31, 2001 and 2000, the Company
purchased packaging materials from Guangdong Blue Ribbon and its affiliated
companies aggregating RMB nil and RMB 40,681,947, respectively.
During the years ended December 31, 2001 and 2000, the Company also
purchased for resale beer products from Sichuan High Worth Brewery aggregating
RMB 10,482,557 and RMB 42,906,772, respectively.
During the years ended December 31, 2001 and 2000, the Company paid
RMB 3,885,953 and RMB 5,059,063, respectively, equivalent to US$11.70 per ton of
beer production, to Guangdong Blue Ribbon as a royalty fee for the right to use
the Pabst Blue Ribbon trademarks in China.
RELATED COMPANIES
As of December 31, 2001 and 2000, the amount due from related
companies aggregated RMB 1,069,599 and RMB 623,798, respectively, and consisted
of amounts due from Guangdong Blue Ribbon and its affiliated companies for trade
deposits received on behalf of the Company and expenses paid on behalf of
Guangdong Blue Ribbon and its affiliated companies.
As of December 31, 2001 and 2000, the Company owed an aggregate of RMB
2,400,000 and RMB 28,000,000, respectively, to related parties as follows:
(a) approximately RMB 2,400,000 and RMB 6,600,000, respectively, was
due to companies affiliated with Guangdong Blue Ribbon for the
purchase of raw materials, and was unsecured, interest-free and
repayable on demand;
(b) approximately RMB nil and RMB 3,100,000, respectively, was due to
Sichuan High Worth Brewery for the purchase of beer products, and
was unsecured, interest-free and repayable on demand; and
(c) approximately RMB nil and RMB 12,200,000, respectively, was due
to the minority shareholders of Jilin Lianli Brewery representing
their excessive contribution of property, plant and equipment to
Jilin Lianli Brewery. The balances were classified as current
liabilities as the Company intends to dispose of the investment
in Jilin Lianli Brewery in 2002.
63
OTHER TRANSACTIONS
During 1999, the Company borrowed RMB 24,000,000 from its principal
shareholder, Shenzhen Huaqiang Holdings Limited. The loan was unsecured, with
interest at 7.5% per annum, and was fully repaid during 1999.
During 2000, interest expense included RMB 115,855 payable to
Guangdong Blue Ribbon for overdue dividends payable to Guangdong Blue Ribbon
during 2000.
During 2001, the Company loaned RMB 2,075,000 and RMB 2,075,000 to
Huaqiang Intelligence Technology Limited and Bilibest Industries Limited,
respectively, both of which are subsidiaries of Shenzhen Huaqiang Holdings
Limited, the Company's major shareholder in 2001. The loans were unsecured,
with interest at 6% per annum, and were fully repaid during 2001.
64
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) The following financial statements and exhibits are filed with
and as a part of this report.
Financial Statements
CBR BREWING COMPANY, INC. AND SUBSIDIARIES
Report of Independent Auditors
- Deloitte Touche Tohmatsu
Consolidated Balance Sheets
- As of December 31, 2000 and 2001
Consolidated Statements of Operations
- Years ended December 31, 1999, 2000 and 2001
Consolidated Statements of Shareholders' Equity
- Years ended December 31, 1999, 2000 and 2001
Consolidated Statements of Cash Flows
- Years ended December 31, 1999, 2000 and 2001
Notes to Consolidated Financial Statements
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
Report of Independent Auditors
- Deloitte Touche Tohmatsu
Balance Sheets
- As of December 31, 2000 and 2001
Statements of Operations
- Years ended December 31, 1999, 2000 and 2001
Statements of Shareholders' Equity
- Years ended December 31, 1999, 2000 and 2001
Statements of Cash Flows
- Years ended December 31, 1999, 2000 and 2001
Notes to Financial Statements
(a) (2) Financial Statement Schedules
Schedules have been omitted because they are not required or are not
applicable or the information required to be set forth therein either
is not material or is included in the consolidated financial
statements or the notes thereto.
(a) (3) Exhibits
A list of exhibits required to be filed as part of this report is set
forth in the Index to Exhibits, which immediately precedes such
exhibits, and is incorporated herein by reference.
(b) Reports on Form 8-K: The Company did not file any Current Reports on
Form 8-K during or related to the three months ended December 31, 2001.
65
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CBR BREWING COMPANY, INC.
---------------------------------
(Registrant)
Date: April 10, 2002 By: /s/ Foqing Lu
---------------------------------
Foqing Lu
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: April 10, 2002 By: /s/ Foqing Lu
---------------------------------
Foqing Lu
President and Director
Date: April 10, 2002 By: /s/ Daqing Zheng
---------------------------------
Daqing Zheng
Chief Executive Officer and
Director
Date: April 10, 2002 By: /s/ Chen Zi-shou
---------------------------------
Chen Zi-shou
Vice President and Director
Date: April 10, 2002 By: /s/ Michael Xiao Zheng
---------------------------------
Michael Xiao Zheng
Vice President and Director
Date: April 10, 2002 By: /s/ Gary C. K. Lui
---------------------------------
Gary C. K. Lui
Vice President and
Chief Financial Officer
Date: April 10, 2002 By: /s/ Weixiong Zhu
---------------------------------
Weixiong Zhu
Director
Date: April 10, 2002 By: /s/ Zihang Niu
---------------------------------
Zihang Niu
Director
Date: April 10, 2002 By: /s/ Weijian Cao
---------------------------------
Weijian Cao
Director
66
CBR BREWING COMPANY, INC.
-------------------------
Consolidated Financial Statements
and Independent Auditors' Report
For the years ended December 31, 2001, 2000 and 1999
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
CBR BREWING COMPANY, INC
Independent auditors' report. . . . . . . . . . . . . . . . . . . . . . . .F - 1
Consolidated balance sheets at December 31, 2001 and 2000 . . . . . . . . .F - 2
Consolidated statements of operations for the years ended
December 31, 2001, 2000 and 1999. . . . . . . . . . . . . . . . . . . . .F - 3
Consolidated statements of shareholders' equity
for the years ended December 31, 2001, 2000 and 1999. . . . . . . . . . .F - 4
Consolidated statements of cash flows
for the years ended December 31, 2001, 2000 and 1999. . . . . . . . . . .F - 5
Notes to consolidated financial statements. . . . . . . . . . . F - 6 - F - 32
INDEPENDENT AUDITORS' REPORT
- -----------------------------
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
CBR BREWING COMPANY, INC.
- ---------------------------------------------
We have audited the accompanying consolidated balance sheets of CBR Brewing
Company, Inc. and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 2001 (all expressed in
Renminbi). These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such accompanying consolidated financial statements present
fairly, in all material respects, the financial position of CBR Brewing Company,
Inc. and subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States of America.
As discussed in notes 21 and 22 to the consolidated financial statements, the
Company is exposed to certain risks through its operations in the People's
Republic of China, the finalization of certain agreements and the risk of
uncertain renewal of its license to produce and distribute Pabst Blue Ribbon
Beer in the People's Republic of China which is due to expire on November 6,
2003.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company's recurring losses from operations and net
current liability position raise substantial doubt about its ability to continue
as a going concern. Management's plans concerning these matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Deloitte Touche Tohmatsu
Hong Kong
March 8, 2002, except for note 23 as to which the date is April 3, 2002
F-1
CBR BREWING COMPANY, INC.
-------------------------
CONSOLIDATED BALANCE SHEETS
As of December 31,
------------------------------------
2001 2001 2000
---------- ----------- -----------
US$ RMB RMB
(Note 3)
ASSETS
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . 8,598,371 71,366,480 90,313,060
Accounts receivable, net of allowance for doubtful
accounts of RMB104,632,067 and RMB81,652,544
for 2001 and 2000, respectively (Note 4) . . . . . . 7,226,271 59,978,050 72,671,190
Bills receivable (Note 5). . . . . . . . . . . . . . . 537,952 4,465,000 25,640,000
Inventories (Note 6) . . . . . . . . . . . . . . . . . 6,423,371 53,313,982 50,581,977
Amounts due from related companies (Note 15h). . . . . 128,867 1,069,599 623,798
Prepayments and deposits . . . . . . . . . . . . . . . 1,786,432 14,827,385 14,951,794
Other receivables. . . . . . . . . . . . . . . . . . . 1,380,784 11,460,511 11,880,657
---------- ----------- -----------
Total current assets . . . . . . . . . . . . . . . . . . 26,082,048 216,481,007 266,662,476
Interest in an associated company (Note 7) . . . . . . . 31,224,624 259,164,383 250,310,776
Property, plant and equipment, net (Note 8). . . . . . . 26,225,073 217,668,104 264,532,236
Other non-current assets . . . . . . . . . . . . . . . . - - 1,287,747
---------- ----------- -----------
Total assets . . . . . . . . . . . . . . . . . . . . . . 83,531,745 693,313,494 782,793,235
========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank borrowings (Note 9) . . . . . . . . . . . . . . . 13,233,196 109,835,524 108,001,585
Accounts payable . . . . . . . . . . . . . . . . . . . 2,614,388 21,699,421 34,326,119
Accrued liabilities. . . . . . . . . . . . . . . . . . 17,401,119 144,429,286 138,348,280
Amounts due to related companies (Note 15i). . . . . . 293,443 2,435,577 27,996,366
Amount due to an associated company (Note 7) . . . . . 25,398,219 210,805,218 203,942,896
Income taxes payable (Note 10) . . . . . . . . . . . . - - 5,656,663
Sales taxes payable (Note 11). . . . . . . . . . . . . 2,790,459 23,160,813 23,122,446
---------- ----------- -----------
Total current liabilities. . . . . . . . . . . . . . . . 61,730,824 512,365,839 541,394,355
---------- ----------- -----------
Long-term liabilities:
Bank borrowings (Note 9) . . . . . . . . . . . . . . . 1,494,001 12,400,211 16,699,543
---------- ----------- -----------
Minority interests . . . . . . . . . . . . . . . . . . . - - 26,874,874
---------- ----------- -----------
Commitments and contingencies (Note 22)
Shareholders' equity:
Common stock
- Class A, US$0.0001 par value, 90,000,000 shares
authorized, shares issued and outstanding: 2001
and 2000, 5,010,013 shares . . . . . . . . . . . 515 4,273 4,273
- Class B, US$0.0001 par value, 10,000,000 shares
authorized, shares issued and outstanding: 2001
and 2000, 3,000,000 shares . . . . . . . . . . . 308 2,559 2,559
Additional paid-in capital . . . . . . . . . . . . . 12,935,162 107,361,845 107,361,845
General reserve and enterprise development funds . . 1,940,765 16,108,349 15,658,349
Retained earnings. . . . . . . . . . . . . . . . . . 5,430,170 45,070,418 74,797,437
---------- ----------- -----------
Total shareholders' equity . . . . . . . . . . . . . . . 20,306,920 168,547,444 197,824,463
---------- ----------- -----------
Total liabilities and shareholders' equity . . . . . . . 83,531,745 693,313,494 782,793,235
========== =========== ===========
See accompanying notes to consolidated financial statements.
F-2
CBR BREWING COMPANY, INC.
-------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
--------------------------------------------------------
2001 2001 2000 1999
----------- ------------ ------------- --------------
US$ RMB RMB RMB
(Note 3)
Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,417,330 733,863,838 962,442,710 1,007,674,051
Sales taxes (Note 11). . . . . . . . . . . . . . . . . . . . 2,417,981 20,069,239 21,295,165 21,215,219
----------- ------------ ------------- --------------
Net sales. . . . . . . . . . . . . . . . . . . . . . . . . . 85,999,349 713,794,599 941,147,545 986,458,832
Cost of sales, including net inventory transferred from
an associated company of RMB68,439,517 for 2001 and
RMB nil for 2000 and 1999, respectively; inventory
purchased from related companies of RMB351,562,915,
RMB550,121,019 and RMB588,309,046 in 2001, 2000
and 1999, respectively; and royalty fee paid to a related
company of RMB3,885,963, RMB5,059,063 and
RMB6,568,634 in 2001, 2000 and 1999, respectively
(Note 15a to e). . . . . . . . . . . . . . . . . . . . . . 60,112,803 498,936,261 735,168,158 768,255,876
----------- ------------ ------------- --------------
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . 25,886,546 214,858,338 205,979,387 218,202,956
Selling, general and administrative expenses . . . . . . . . 28,105,303 233,274,005 294,071,585 217,915,167
Fair value of stock options issued for services
rendered (Note 16) . . . . . . . . . . . . . . . . . . . . - - 174,452 697,801
Impairment of property, plant and equipment (Note 17). . . . 331,324 2,750,000 6,000,000 -
Write-off of investment in subsidiary (Note 17). . . . . . . 147,483 1,224,109 - -
Restructuring costs (Note 18). . . . . . . . . . . . . . . . 2,687,860 22,309,236 - -
Loss on disposal of property, plant and equipment, net of
gain from a related company of nil, RMB4,110
and nil in 2001, 2000 and 1999, respectively (Note 15g). . 283,862 2,356,053 21,954 10,419
----------- ------------ ------------- --------------
Operating loss . . . . . . . . . . . . . . . . . . . . . . . (5,669,286) (47,055,065) (94,288,604) (420,431)
----------- ------------ ------------- --------------
Other income:
Interest income. . . . . . . . . . . . . . . . . . . . . . 87,274 724,375 1,799,932 3,090,081
Foreign exchange gains . . . . . . . . . . . . . . . . . . 12,400 102,918 - -
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . 108,647 901,775 589,713 443,753
----------- ------------ ------------- --------------
Total other income . . . . . . . . . . . . . . . . . . . . . 208,321 1,729,068 2,389,645 3,533,834
----------- ------------ ------------- --------------
Other expense:
Interest expense, including interest paid to related
companies of nil, RMB115,855 and nil in 2001,
2000 and 1999, respectively (Note 15f) . . . . . . . . . 943,842 7,833,887 10,728,115 14,689,647
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . - - 88,004 98,001
----------- ------------ ------------- --------------
Total other expenses . . . . . . . . . . . . . . . . . . . . 943,842 7,833,887 10,816,119 14,787,648
----------- ------------ ------------- --------------
Loss before income taxes, minority interests and
equity in earnings of an associated company. . . . . . . . (6,404,806) (53,159,884) (102,715,078) (11,674,245)
Income taxes (Note 10) . . . . . . . . . . . . . . . . . . . 4,820 40,000 4,140,152 5,444,091
----------- ------------ ------------- --------------
Loss before minority interests and equity in earnings
of an associated company . . . . . . . . . . . . . . . . . (6,409,626) (53,199,884) (106,855,230) (17,118,336)
Minority interests . . . . . . . . . . . . . . . . . . . . . (1,815,573) (15,069,258) (38,485,032) 8,952,968
----------- ------------ ------------- --------------
(Loss) income before equity in earnings of an
associated company . . . . . . . . . . . . . . . . . . . . (4,594,053) (38,130,626) (68,370,198) (26,071,304)
Equity in earnings of an associated company. . . . . . . . . 1,066,699 8,853,607 39,465,006 49,726,406
----------- ------------ ------------- --------------
Net (loss) income for the year . . . . . . . . . . . . . . . (3,527,354) (29,277,019) (28,905,192) 23,655,102
=========== ============ ============= ==============
Net (loss) income per share - basic and diluted. . . . . . . (0.44) (3.66) (3.61) 2.95
=========== ============ ============= ==============
Weighted average number of shares of common stock
outstanding
- basic and diluted. . . . . . . . . . . . . . . . . . . 8,010,013 8,010,013 8,010,013 8,010,013
=========== ============ ============= ==============
See accompanying notes to consolidated financial statements.
F-3
CBR BREWING COMPANY, INC.
-------------------------
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Common stock
-----------------------------------------------------
Amount
Shares par value of
outstanding US$0.0001 each Additional Total
----------- ---------------- paid-in Reserve Retained shareholders'
Class A Class B Class A Class B capital funds earnings equity
--------- --------- ------- ------- ------------- ------------- ------------- --------------
RMB RMB RMB RMB RMB RMB
(Note 13) (Note 13)
Balance at January 1, 1999. . 5,010,013 3,000,000 4,273 2,559 106,489,592 10,125,740 85,580,136 202,202,300
Net income. . . . . . . . . . - - - - - - 23,655,102 23,655,102
Appropriation . . . . . . . . - - - - - 3,948,650 (3,948,650) -
Fair value of stock options
issued for services rendered
(Note 16). . . . . . . . . . - - - - 697,801 - - 697,801
--------- --------- ------- ------- ------------- ------------- ------------- --------------
Balance at December 31, 1999. 5,010,013 3,000,000 4,273 2,559 107,187,393 14,074,390 105,286,588 226,555,203
Net loss. . . . . . . . . . . - - - - - - (28,905,192) (28,905,192)
Appropriation . . . . . . . . - - - - - 1,583,959 (1,583,959) -
Fair value of stock options
issued for services rendered
(Note 16). . . . . . . . . . - - - - 174,452 - - 174,452
--------- --------- ------- ------- ------------- ------------- ------------- --------------
Balance at December 31, 2000. 5,010,013 3,000,000 4,273 2,559 107,361,845 15,658,349 74,797,437 197,824,463
Net loss. . . . . . . . . . . - - - - - - (29,277,019) (29,277,019)
Appropriation . . . . . . . . - - - - - 450,000 (450,000) -
--------- --------- ------- ------- ------------- ------------- ------------- --------------
Balance at December 31, 2001. 5,010,013 3,000,000 4,273 2,559 107,361,845 16,108,349 45,070,418 168,547,444
========= ========= ======= ======= ============= ============= ============= ==============
Converted to US$
Balance at December 31, 2001 US$515 US$308 US$12,935,162 US$1,940,765 US$5,430,170 US$20,306,920
======= ======= ============= ============= ============= ==============
Holders of Class A common stock are entitled to one vote per share. Holders of
Class B common stock are entitled to two votes per share. At the option of the
holder, each share of Class B common stock is convertible into one share of
Class A common stock.
See accompanying notes to consolidated financial statements.
F-4
CBR BREWING COMPANY, INC.
-------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
--------------------------------------------------------
2001 2001 2000 1999
------------ ------------- ------------- ------------
US$ RMB RMB RMB
Cash flows from operating activities:
Net (loss) income . . . . . . . . . . . . . . . . . . . . . (3,527,354) (29,277,019) (28,905,192) 23,655,102
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Allowance for doubtful accounts . . . . . . . . . . . . . 2,768,618 22,979,523 21,869,566 24,287,267
Depreciation and amortization . . . . . . . . . . . . . . 3,398,932 28,211,135 28,288,206 40,881,481
Fair value of stocks options issued for services rendered - - 174,452 697,801
Impairment of property, plant and equipment . . . . . . . 331,325 2,750,000 6,000,000 -
Write-off of investment in subsidiary . . . . . . . . . . 147,483 1,224,109 - -
Loss on disposal of property, plant and equipment . . . . 283,862 2,356,053 21,954 10,419
Dividend received from an associated company. . . . . . . - - 40,796,520 41,513,883
Equity in earnings of an associated company . . . . . . . (1,066,699) (8,853,607) (39,465,006) (49,726,406)
Minority interests. . . . . . . . . . . . . . . . . . . . (1,815,573) (15,069,258) (38,485,032) 8,952,968
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable. . . . . . . . . (1,716,718) (14,248,760) (45,704,613) 40,824,405
Decrease (increase) in bills receivable . . . . . . . . . . 2,551,205 21,175,000 1,693,650 (779,450)
(Increase) decrease in inventories. . . . . . . . . . . . . (329,157) (2,732,005) 22,659,971 (6,639,315)
(Increase) decrease in amounts due from related
companies . . . . . . . . . . . . . . . . . . . . . . . . (53,711) (445,801) 24,023,012 (6,577,883)
(Increase) decrease in prepayments, deposits and other
receivables . . . . . . . . . . . . . . . . . . . . . . . 65,610 544,555 9,159,939 (8,388,872)
Increase in accounts payable and accrued liabilities. . . . 27,134 225,216 48,431,851 2,508,891
Increase (decrease) in amount due to an associated
company . . . . . . . . . . . . . . . . . . . . . . . . . 826,786 6,862,322 9,048,369 (23,823,273)
(Decrease) increase in income taxes payable . . . . . . . . (681,526) (5,656,663) (3,287,428) 4,777,207
Increase (decrease) in sales taxes payable. . . . . . . . . 4,623 38,367 3,902,747 (11,112,205)
------------ ------------- ------------- ------------
Net cash provided by operating activities . . . . . . . . . . 1,214,840 10,083,167 60,222,966 81,062,020
------------ ------------- ------------- ------------
Cash flows from investing activities:
Purchases of property, plant and equipment. . . . . . . . . (1,357,430) (11,266,668) (30,531,758) (7,902,604)
Proceeds from disposal of property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . . - - 160,538 -
Decrease in non-current assets. . . . . . . . . . . . . . . 155,150 1,287,747 9,462,506 -
------------ ------------- ------------- ------------
Net cash used in investing activities . . . . . . . . . . . . (1,202,280) (9,978,921) (20,908,714) (7,902,604)
------------ ------------- ------------- ------------
Cash flows from financing activities:
New bank borrowings . . . . . . . . . . . . . . . . . . . . 14,590,843 121,104,000 108,771,703 68,350,000
Repayment of bank borrowings. . . . . . . . . . . . . . . . (14,887,879) (123,569,393) (109,461,363) (62,513,212)
(Decrease) increase in amounts due to related companies . . (1,564,510) (12,985,433) 4,210,473 (19,600,202)
Repayment of advances from shareholders . . . . . . . . . . - - (36,719,200) (13,548,505)
Payment of capital lease obligations. . . . . . . . . . . . - - (2,847,911) (5,664,938)
Payment of cash dividend to minority interests. . . . . . . (433,735) (3,600,000) (19,007,510) (20,638,685)
------------ ------------- ------------- ------------
Net cash used in financing activities . . . . . . . . . . . . (2,295,281) (19,050,826) (55,053,808) (53,615,542)
------------ ------------- ------------- ------------
Net (decrease) increase in cash and cash equivalents. . . . . (2,282,721) (18,946,580) (15,739,556) 19,543,874
Cash and cash equivalents at beginning of the year. . . . . . 10,881,092 90,313,060 106,052,616 86,508,742
------------ ------------- ------------- ------------
Cash and cash equivalents at end of the year. . . . . . . . . 8,598,371 71,366,480 90,313,060 106,052,616
============ ============= ============= ============
See accompanying notes to consolidated financial statements.
F-5
CBR BREWING COMPANY, INC.
- -------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
CBR Brewing Company, Inc. (the "Company"), formerly Natural Fuels, Inc. and
National Sweepstakes, Inc., was originally incorporated as Video
Promotions, Inc. on April 20, 1988 under the laws of the State of Florida.
The Company and its subsidiaries are collectively referred to as the
"Group". At December 31, 2001, the Company's principal shareholder was
Shenzhen Huaqiang Holdings Limited ("Huaqiang"), incorporated in the
People's Republic of China (the "PRC"), which holds indirectly 63.2% of the
outstanding Class A common stock and 80% of the outstanding Class B common
stock. Effective January 10, 2002, Zhaoqing City Lan Wei Alcoholic Beverage
(Holdings) Limited ("Lan Wei") acquired from Huaqiang all of its equity
interest in the Company. The transaction has been submitted to PRC
governmental authorities for official approval.
Lan Wei expects to further acquire common shares representing an additional
approximately 7.2% equity interest in the Company from a third party in a
private transaction in the near future. Management and the board of
directors of the Company were changed on January 22, 2002. As part of the
transaction, Lan Wei also acquired Huaqiang's 19.6% equity interest in
Noble China Inc., a public company traded on the Toronto Stock Exchange.
The Company is a holding company and its principal subsidiaries are engaged
in the production and sale of beer in the PRC, primarily under the Pabst
Blue Ribbon label. The Company's wholly owned subsidiary, High Worth
Holdings Limited ("High Worth Holdings"), is a holding company that was
formed solely to effect the acquisition of a 60% interest in Zhaoqing Blue
Ribbon High Worth Brewery Ltd. ("High Worth Brewery"). High Worth Brewery
is a Sino-foreign equity joint venture enterprise that was registered in
the PRC on July 2, 1994 in which Guangdong Blue Ribbon Group Co., Ltd.
("Blue Ribbon Group"), an unrelated joint stock limited company
incorporated in the PRC, and High Worth Holdings hold 40% and 60%
interests, respectively.
On October 31, 1994, High Worth Brewery acquired a 100% interest in
Zhaoqing Brewery, including Zhaoqing Brewery's 40% interest in Zhaoqing
Blue Ribbon Brewery Noble Ltd. ("Blue Ribbon Noble"). Prior to the
acquisition of the entire interest in Zhaoqing Brewery by High Worth
Brewery, Zhaoqing Brewery was a wholly-owned subsidiary of Blue Ribbon
Group. Blue Ribbon Noble is a Sino-foreign equity joint venture enterprise
which was registered in the PRC on October 8, 1993, in which Goldjinsheng
Holding Limited ("Goldjinsheng"), an unrelated party, and Zhaoqing Brewery
hold 60% and 40% interests, respectively. Zhaoqing Brewery and Blue Ribbon
Noble are both engaged in the production and sale of beer products in the
PRC.
In April 1995, Zhaoqing Brewery ceased the production of Zhaoqing beer and
commenced the production Blue Ribbon beer. Pursuant to the terms of a
sublicense agreement, the Blue Ribbon Group granted Zhaoqing Brewery the
right to produce and distribute Blue Ribbon beer under Pabst trademarks in
the PRC at a royalty fee of US$11.70 for each metric ton of beer produced.
F-6
CBR BREWING COMPANY, INC.
- -------------------------
1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued
Blue Ribbon Noble's principal product line is Blue Ribbon beer under the
Pabst trademarks which were granted by Blue Ribbon Group. Pursuant to the
terms of a sublicense agreement, the Blue Ribbon Group granted Blue Ribbon
Noble the right in the PRC to use two specific Pabst trademarks for the
production, promotion, distribution and sale of beer under such trademarks.
However, the production right of Blue Ribbon Noble is confined exclusively
to the Guangdong Province and it does not preclude High Worth Brewery's
production right in Guangdong as described in notes 22(a) and 22(b). The
sublicense agreement is valid until November 7, 2003. In consideration for
the sublicense granted, Blue Ribbon Noble is committed to pay Blue Ribbon
Group a royalty fee of US$0.10 for each carton of bottled or canned beer
produced.
On February 19, 1995, Zhaoqing Blue Ribbon Beer Marketing Company Limited
("Blue Ribbon Marketing") was registered as a limited company in the PRC
and owned 70% by Zhaoqing Brewery and 30% by Blue Ribbon Group. Blue Ribbon
Marketing was appointed as the sole distributor to conduct the
distribution, marketing and promotion of all Pabst Blue Ribbon beer
products produced by Zhaoqing Brewery and Blue Ribbon Noble. Blue Ribbon
Marketing started to purchase beer products from Zhaoqing Brewery and Blue
Ribbon Noble in April 1995 and July 1995, respectively.
On April 5, 1995, CBR Finance (BVI) Ltd. (the "Finance Company"), which is
wholly-owned by the Company, was incorporated in the British Virgin Islands
("BVI"). The Finance Company has remained dormant since incorporation.
In January 1996, Zhaoqing Brewery transferred all of its operating assets
and liabilities to High Worth Brewery pursuant to the original Joint
Venture Agreement, the Asset Transfer Agreement signed in May 1994, and the
relevant government regulations. Subject to the completion of certain legal
procedures and documentation, investments in Blue Ribbon Noble and Blue
Ribbon Marketing were transferred to High Worth Brewery. Zhaoqing Brewery
is currently acting as the nominee for High Worth Brewery with respect to
the investments in Blue Ribbon Noble and Blue Ribbon Marketing.
Upon the completion of the required procedures and documentation, all of
the assets and liabilities formerly controlled by Zhaoqing Brewery would
then be transferred to High Worth Brewery. During the three years ended
December 31, 2001, the operating activities of Zhaoqing Brewery were part
of High Worth Brewery.
On January 13, 1998, High Worth Brewery entered into a joint venture
contract with Zao Yang Brewery in Hubei Province to establish a new
brewery. The new brewery was designated Zao Yang High Worth Brewery, with a
total capital investment of RMB29,280,000, allocated 55% to High Worth
Brewery and 45% to Zao Yang Brewery. Zao Yang High Worth Brewery commenced
the production of Pabst Blue Ribbon beer in June 1998. Commencing June
1998, Blue Ribbon Marketing also began purchasing Zao Yang High Worth
Brewery's production of Pabst Blue Ribbon beer for distribution.
F-7
CBR BREWING COMPANY, INC.
- -------------------------
1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued
On January 20, 1998, Zhaoqing Brewery and Goldjinsheng entered into an
agreement which calls for the interest of Goldjinsheng in Blue Ribbon Noble
to be transferred to Linchpin Holdings Limited ("Linchpin"), a subsidiary
of Noble China Inc. In March 1999, approval from the relevant PRC
authorities for the registration of the aforesaid transfer for Linchpin was
obtained. Linchpin and Zhaoqing Brewery currently own 60% and 40% equity
interests in Blue Ribbon Noble, respectively.
Effective December 31, 1997, the Company, through High Worth Brewery,
entered into a Settlement Agreement with Blue Ribbon Group to arrange to
acquire a 51% interest in Sichuan Brewery, equivalent to an effective
interest of 31%. Prior to the completion of the 51% interest acquisition,
pursuant to an Equity Transfer Agreement signed on January 19, 1999, High
Worth Brewery received a 15% consideration-free equity interest in Sichuan
Brewery, equivalent to an effective interest of 9%.
On June 5, 1999, the business of Sichuan Brewery was transferred to Sichuan
High Worth Brewery. The total registered and paid-up capital of Sichuan
High Worth Brewery was RMB51,221,258. High Worth Brewery's 15% equity
interest is consideration-free but is entitled to share in the profits of
Sichuan High Worth Brewery.
During April 2001, as result of continuing operating losses and adverse
market conditions, the Company conducted discussions with its partners in
Sichuan High Worth Brewery, resulting in an agreement to withdraw from
Sichuan High Worth Brewery. The Company agreed to give up its effective
interest of 9% in Sichuan High Worth Brewery, and was released from any
liability for the brewery's accumulated losses. As part of this agreement,
Sichuan High Worth Brewery's right to produce Pabst Blue Ribbon beer was
terminated. The Company expects that Sichuan High Worth Brewery will be
dissolved pending the approval of the local government authorities. This
transaction is not expected to have any impact on the Company's results of
operations or financial position, since the sales of Sichuan High Worth
Brewery in the Sichuan region are being reallocated between Zhaoqing
Brewery and Noble Brewery and the interest in Sichuan High Worth Brewery
was acquired for no consideration.
On October 18, 1999, High Worth Holdings, through its then newly
incorporated wholly owned subsidiary, March International Group Limited
("March International"), signed a formal Joint Venture Agreement with Jilin
Province Jiutai City Brewery (40%) and Jilin Province Chuang Xiang Zhi Yie
Ltd. (9%), both of which are unaffiliated PRC companies, to form Jilin
Lianli (CBR) Brewing Company Ltd. ("Jilin Lianli Brewery"). Subsequent to
the improvement of the brewing equipment and the installation of the new
packing line, Jilin Lianli Brewery commenced operation in May 2000.
However, due to weak market response and the inability of the Chinese local
partners to honor their portion of the working capital commitment, the
production and operation of Jilin Lianli Brewery was formally terminated in
December 2000. As of December 31, 2001, the Company has written off a total
of RMB13,788,500 with respect to this investment (see note 17).
During December 2000, the Company and Noble China Inc., a public company
listed on the Toronto Stock Exchange, signed a memorandum pursuant to which
a management committee was established to evaluate the potential to
coordinate and enhance the operations of Zhaoqing Brewery, Blue Ribbon
Noble and Blue Ribbon Marketing. Effective January 1, 2001, the management,
marketing, production and operations of Zhaoqing Brewery, Blue Ribbon Noble
and Blue Ribbon Marketing were pooled together under a newly-created
management entity named "Blue Ribbon Enterprises" in order to achieve
improved coordination of human, financial, production and marketing
activities. It is expected that this pooled management structure will
achieve greater efficiency and improved operating profitability. Although
certain pooled costs are allocated in proportion to each brewery's
respective production capacities, Zhaoqing Brewery, Blue Ribbon Noble and
Blue Ribbon Marketing each remain as legally distinct entities (see note
15(a)).
F-8
CBR BREWING COMPANY, INC.
- -------------------------
2. BASIS OF PRESENTATION
The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America
("US GAAP"). This basis of accounting differs from that used in the
preparation of the statutory financial statements of the PRC subsidiaries,
which are prepared in accordance with the accounting principles and
relevant financial regulations established by the Ministry of Finance of
the PRC.
The major adjustments made to the relevant PRC statutory financial
statements to conform with US GAAP consist of the reclassification of
certain expense items from equity appropriations to charge against income,
adjustments for sales, other income and purchases recognized on a cash
basis, and adjustments for depreciation charges, allowance for doubtful
accounts, deferred taxation and revaluation of property, plant and
equipment.
The Group has incurred significant losses during the years ended December
31, 2001 and 2000, and has a net working capital deficiency of
RMB295,884,832 as of December 31, 2001. These factors raise substantial
doubt as to the Group's ability to continue as a going concern.
During 2001, the Group experienced decreased sales and a net loss for the
second successive year, reduced cash flows, diminished working capital, and
intense competition. The Group expects that these pressures will continue
in 2002, resulting in net losses for the short-term. The Group has
implemented an overhaul of its operations and marketing programs through
the efforts of the management committee. With the pooling of the resources
of High Worth Brewery, Blue Ribbon Noble and Blue Ribbon Marketing, the
Group implemented a large scale restructuring plan in 2001 in which almost
one-third of the work force was eliminated. Although effective control of
the Group changed on January 22, 2002 and a new management team has been
appointed to operate the Group in 2002, the Group anticipates that the
consolidation plan will continue. The Group believes that it has the
requisite operating and financial resources to return to profitability in
the near future, but there can be no assurances that the Group will be able
to do so. Should the Group not return to profitability in the near future,
the Group may consider more severe restructuring alternatives.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
the financial statements of the Company and its subsidiaries in which the
Company has an effective controlling interest, including High Worth
Holdings, High Worth Brewery, Zhaoqing Brewery, the Finance Company, March
International, Blue Ribbon Marketing and Zao Yang High Worth Brewery. All
material intercompany balances and transactions have been eliminated on
consolidation. Investments in affiliates over which the Company exercises
significant influence but does not have effective control and owns less
than a 50% but greater than a 20% voting interest, including the 40%
investment in Blue Ribbon Noble, are accounted for using the equity method.
F-9
CBR BREWING COMPANY, INC.
- -------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
CASH AND CASH EQUIVALENTS - Cash and cash equivalents include cash on hand,
interest-bearing saving accounts, and short-term bank deposits with
maturities of three months or less when purchased.
INVENTORIES - Inventories are stated at the lower of cost or market value.
Cost, which comprises direct materials, direct labor costs and overhead
associated with the manufacturing processes, is calculated using the
first-in, first-out method.
FINANCIAL INSTRUMENTS AND FINANCIAL RISK - The Company's financial
instruments consist of current assets and liabilities and its interest in
an associated company. The fair values of the current assets and
liabilities approximate the carrying amounts due to the short-term nature
of these instruments. The fair value of the long-term bank borrowings
approximate the carrying amounts due to the nature of this instrument.
PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment is stated at
cost less an allowance for depreciation and amortization. Depreciation and
amortization are provided on the straight line method based on the
estimated useful lives of the assets as follows:
Land use rights. . . . . . . . . . . . . 50 years
Buildings. . . . . . . . . . . . . . . . 50 years
Plant, machinery and equipment. . . . . . 5 - 15 years
Motor vehicles . . . . . . . . . . . . . 5 - 10 years
According to the laws of the PRC, the title to all PRC land is retained by
the PRC government. The land use rights represent the cost for the rights
to use the land for premises granted by the State Land Administration
Bureau. The land use rights are stated at cost and are amortized over 50
years on the same basis as the buildings.
Construction in progress is stated at cost, which comprises the direct
costs of buildings, plant under construction and deposits and prepayments
made on machinery pending installation. Cost comprises the direct cost of
construction and finance expenses arising from borrowings used to finance
the construction of buildings, plant and machinery until the construction,
installation and testing are complete. No depreciation is provided until
the relevant assets are available for commercial use. No finance expenses
in respect of the construction in progress were capitalized for the years
ended December 31, 2001, 2000 and 1999.
LEASED ASSETS - Leases that transfer substantially all the rewards and
risks of ownership of assets to the Group are accounted for as capital
leases. At the inception of a capital lease, the cost of the leased asset
is capitalized at the present value of the minimum lease payments and
recorded together with the obligation, excluding the interest element, to
reflect the purchase and financing. Assets held under capital leases are
included in property, plant and equipment and are depreciated over their
estimated useful lives.
F-10
CBR BREWING COMPANY, INC.
- -------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
IMPAIRMENT OF LONG-LIVED ASSETS - The Company regularly reviews its
long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable based upon undiscounted cash flows expected to be produced by
such assets over their expected useful lives. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount
by which the carrying amount of the assets exceeds the fair value of the
assets.
INCOME TAXES - Deferred income taxes are determined under the asset and
liability method. Under this method, deferred income taxes are recognized
for all significant temporary differences and net operating losses, and are
classified as current or non-current based upon the classification of the
related asset or liability in the financial statements or their expected
reversal if they don't relate to a specific asset or liability. A valuation
allowance is provided to reduce the amount of deferred tax assets if it is
considered more likely than not that some portion of, or all of, the
deferred tax assets will not be realized.
REVENUE RECOGNITION - Sales represent the invoiced value of goods sold, net
of discounts. Sales and sales discounts are recognized when goods are
delivered to customers, the sales amount is determinable and collectibility
is reasonably assured.
ADVERTISING COSTS - Advertising costs are charged to expense in the
consolidated statements of operations as incurred. Advertising costs were
RMB68,353,489, RMB113,721,112 and RMB74,716,635 for the years ended
December 31, 2001, 2000 and 1999, respectively.
FOREIGN CURRENCY TRANSLATION - The financial records and the statutory
financial statements of the Company's subsidiaries and associated company
in the PRC are maintained in Renminbi, the functional currency and the
currency of the PRC. In preparing the financial statements, all foreign
currency transactions are translated into Renminbi using the applicable
rates of exchange for the respective periods. Monetary assets and
liabilities denominated in foreign currencies have been translated into
Renminbi using the rate of exchange prevailing at the balance sheet date.
Foreign currency exchange gains or losses are included in the consolidated
statements of operations.
The Company's share capital is denominated in United States dollars ("US$")
and for reporting purposes, the US$ share capital amounts have been
translated into Renminbi ("RMB") at the applicable rates prevailing on the
transaction dates.
Translation of amounts from RMB into US$ is for the convenience of the
reader only and has been made at US$1.00 = RMB8.30. No representation is
made that the Renminbi amounts could have been, or could be, converted into
United States dollars at that rate or at any other rate.
COMPREHENSIVE INCOME - The Company has adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income",
which establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income is
defined to include all changes in equity during a period from non-owner
sources. Comprehensive income (loss) equaled net income (loss) for the
years ended December 31, 2001, 2000 and 1999.
F-11
CBR BREWING COMPANY, INC.
- -------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
STOCK-BASED COMPENSATION - The Company accounts for stock options issued to
consultants using the fair value method in accordance with SFAS No. 123,
"Accounting for Stock-Based Compensation". Under the fair value method,
compensation cost is measured at the grant date based on the value of the
award and is recognized over the service period. The Company continues to
follow Accounting Principles Board ("APB") Opinion No. 25, "Accounting for
Stock Issued to Employees", in accounting for stock options issued to
employees and non-employee directors, and pro forma disclosures of the
effect on net income (loss) and net income (loss) per share as if the
Company had accounted for such stock options under the fair value method
prescribed by SFAS No. 123 are shown in note 16.
NET (LOSS) INCOME PER SHARE ("EPS") - Basic EPS excludes the dilutive
effects of stock options, warrants and convertible securities, if any, and
is computed by dividing net income (loss) available to common stockholders
by the weighted average number of common shares outstanding during the
period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock (convertible preferred
stock, warrants to purchase common stock and common stock options and
warrants using the treasury stock method) were exercised or converted into
common stock.
The common shares issuable upon exercise of outstanding stock options were
excluded from the calculation of diluted EPS since the exercise prices
exceeded the average fair market value of the common stock during 2001,
2000 and 1999. Accordingly, basic and diluted EPS were the same for all
periods presented.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
RECENT ACCOUNTING PRONOUNCEMENTS - In 1998, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging
Activities"("SFAS No. 133"), which requires companies to record derivative
financial instruments on their balance sheets as assets or liabilities and
measure them at fair value. Gains and losses resulting from changes in the
values of those derivatives would be accounted for depending on the use of
the derivative and whether it qualifies for hedge accounting. The key
criterion for hedge accounting is that the hedging relationship must be
highly effective in achieving offsetting changes in fair value or cash
flows. In June 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of Effective Date
of FASB Statement No. 133", which amends SFAS No. 133 to be effective for
all fiscal years beginning after June 15, 2000. In September 2000, the FASB
issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities - a Replacement of FASB No. 125".
The Company's adoption of these statements during 2001 did not have any
impact on its results of operations or financial position.
In June 2001, the FASB issued SFAS No. 141, "Business Combinations". SFAS
No. 141 requires the use of the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. The adoption of SFAS No. 141 on July 1, 2001
did not have a significant impact on the Company's financial statements.
F-12
CBR BREWING COMPANY, INC.
- -------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets", which is effective January 1, 2002. SFAS No. 142 requires, among
other things, the discontinuance of goodwill amortization. In addition,
SFAS No. 142 includes provisions for the reclassification of certain
existing recognized intangibles as goodwill, reassessment of the useful
lives of the existing recognized intangibles, reclassification of certain
intangibles out of previously reported goodwill, and the identification of
reporting units for purposes of assessing potential future impairments of
goodwill. SFAS No. 142 also requires the Company to complete a transitional
goodwill impairment test six months from the date of adoption. The Company
is currently assessing, but has not yet determined, the impact that SFAS
No. 142 may have on the Company's financial position and results of
operations.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". SFAS No. 143 addresses the diverse accounting
practices for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. The Company
will be required to adopt SFAS No. 143 effective January 1, 2003. The
Company is reviewing SFAS No. 143 to determine what effect, if any, it will
have on the Company's financial position and results of operations.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", that is applicable to the
Company effective January 1, 2002. SFAS No. 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lives
Assets to Be Disposed Of", and a portion of APB Opinion No. 30, "Reporting
the Results of Operations". SFAS No. 144 provides a single accounting
model for long-lived assets to be disposed of and significantly changes the
criteria that would have to be met to classify an asset as held-for-sale.
Classification as held-for-sale is an important distinction since such
assets are not depreciated and are stated at the lower of fair value or the
carrying amount. SFAS No. 144 also requires expected future operating
losses from discontinued operations to be displayed in the period(s) in
which the losses are incurred, rather than as of the measurement date as
presently required. The Company does not expect implementation of SFAS No.
144 to materially affect its results of operations or financial position.
RECLASSIFICATIONS - Certain prior years amounts in the accompanying
financial statements have been reclassified to conform to the current year
presentation. These reclassifications had no effect on the results of
operations or financial position for any year presented.
F-13
CBR BREWING COMPANY, INC.
- -------------------------
4. ACCOUNTS RECEIVABLE
Accounts receivable comprise:
2001 2000
------------- ------------
RMB RMB
Accounts receivable - trade . . . . . 164,610,117 154,323,734
Less: Allowance for doubtful accounts (104,632,067) (81,652,544)
------------- ------------
59,978,050 72,671,190
============= ============
Movement of allowance for doubtful accounts:
2001 2000 1999
----------- ----------- -----------
RMB RMB RMB
Balance as at January 1. . . . . . . . . . 81,652,544 59,834,318 35,599,181
Provided during the year . . . . . . . . . 22,979,523 21,869,566 24,287,267
Written off during the year. . . . . . . . - (51,340) (52,130)
----------- ----------- -----------
Balance as at December 31. . . . . . . . . 104,632,067 81,652,544 59,834,318
=========== =========== ===========
5. BILLS RECEIVABLE
Bills receivable represent accounts receivable in the form of bills of
exchange whose acceptances and settlements are handled by banks.
6. INVENTORIES
2001 2000
---------- ----------
RMB RMB
Inventories comprise:
Raw materials . . . 24,120,013 27,082,563
Work in progress. . 5,802,324 7,977,375
Finished goods. . . 23,391,645 15,522,039
---------- ----------
53,313,982 50,581,977
========== ==========
F-14
CBR BREWING COMPANY, INC.
- -------------------------
7. INTEREST IN AN ASSOCIATED COMPANY
2001 2000
----------- -----------
RMB RMB
Unlisted investment, at cost. . . . . . . . . . . . . 209,361,595 209,361,595
The Company's share of undistributed post acquisition
earnings of an associated company . . . . . . . . . 49,802,788 40,949,181
----------- -----------
259,164,383 250,310,776
=========== ===========
The unlisted investment represents the Company's 40% equity interest in
Blue Ribbon Noble held by a 60% owned subsidiary. A description of the
principal activities of Blue Ribbon Noble is presented in note 1.
The amount due to an associated company principally represents the balance
arising from the purchases of beer products for resale. The balance is
unsecured, interest-free and repayable on demand.
The following is summarized financial information of Blue Ribbon Noble:
2001 2000
----------- -----------
RMB RMB
Balance sheets
--------------
Current assets. . . . . . . . 261,423,849 292,914,968
Property, plant and equipment 360,162,062 396,457,375
Restricted bank deposits. . . 35,700,000 -
----------- -----------
Total assets. . . . . . . . . 657,285,911 689,372,343
=========== ===========
Current liabilities . . . . . 107,619,213 150,292,950
Deferred income taxes . . . . 13,218,000 10,000,000
Equity. . . . . . . . . . . . 536,448,698 529,079,393
----------- -----------
Total liabilities and equity. 657,285,911 689,372,343
=========== ===========
Statements of operations
-----------------------
2001 2000 1999
----------- ------------ -----------
RMB RMB RMB
Sales, net of sales taxes. . . . . . 320,252,142 443,092,393 513,807,992
=========== ============ ===========
Gross profit . . . . . . . . . . . . 104,089,489 152,008,267 197,370,369
=========== ============ ===========
Net income (loss). . . . . . . . . . 7,369,305 (46,022,668) 128,417,934
=========== ============ ===========
The Company's share of net income
after the deduction of unrealized
intercompany profit and other
intercompany adjustments . . . . . 8,853,607 39,465,006 49,726,406
=========== ============ ===========
F-15
CBR BREWING COMPANY, INC.
- -------------------------
8. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment comprises the following:
2001 2000
------------- -------------
RMB RMB
At cost:
Land use rights and buildings. . . . . . . . . . . 106,549,751 116,583,593
Leasehold improvements . . . . . . . . . . . . . . 2,352,827 -
Plant, machinery and equipment . . . . . . . . . . 248,745,922 252,376,491
Motor vehicles . . . . . . . . . . . . . . . . . . 10,541,379 15,792,216
Construction in progress . . . . . . . . . . . . . 2,624,623 8,219,566
------------- -------------
Total. . . . . . . . . . . . . . . . . . . . . . . . 370,814,502 392,971,866
Less: Accumulated depreciation and amortization. . (153,146,398) (128,439,630)
------------- -------------
217,668,104 264,532,236
============= =============
9. BANK BORROWINGS
2001 2000
------------- -------------
RMB RMB
Bank borrowings comprise:
Secured bank borrowings. . . . . . . . . . . . . . . 122,235,735 124,701,128
Less: Current portion. . . . . . . . . . . . . . . . (109,835,524) (108,001,585)
------------- -------------
Long-term portion, repayable in 2003 . . . . . . . . 12,400,211 16,699,543
============= =============
As of December 31, 2001, certain assets of High Worth Brewery and Zao Yang
High Worth Brewery were collateralized under a floating charge to secure
bank lines of credit of RMB89,000,000 and RMB33,300,000, respectively. The
aggregate net book value of property, plant and equipment pledged to banks
as of December 31, 2001 and 2000 amounted to RMB206,165,441 and
RMB217,331,927, respectively. During the year ended December 31, 2001, the
Company also pledged 14.65% of its 40% interest in Blue Ribbon Noble to
secure such bank borrowings. There are no significant covenants or
financial restrictions relating to the Company's short-term and long-term
debts. The Company has no other lines of credit.
The weighted average interest rates as of December 31, 2001 and 2000 were
6.3% and 10.9% per annum, respectively.
F-16
CBR BREWING COMPANY, INC.
- -------------------------
10. INCOME TAXES
The components of loss before income taxes, minority interests and equity
in earnings of an associated company are as follows:
Year ended December 31,
-----------------------------------------
2001 2000 1999
------------ ------------- ------------
RMB RMB RMB
United States of America (6,466,451) (6,267,491) (2,306,612)
British Virgin Islands . (8,056,720) (12,089,369) (6,215,272)
PRC. . . . . . . . . . . (38,636,713) (84,358,218) (3,152,361)
------------ ------------- ------------
(53,159,884) (102,715,078) (11,674,245)
============ ============= ============
United States of America
The Company is subject to taxes in the United States of America ("US"). In
January 1997, the United States Internal Revenue Service enacted the entity
classification regulations effective from January 1, 1997. Under the new
tax regulations, the Company's PRC subsidiaries and associated company can
elect to be treated as partnerships for US tax purposes, in contrast with
the corporation entity treatment prior to January 1, 1997. The Company
elected to treat its PRC subsidiaries and associated company as
partnerships in 1997. For US tax purposes, a partnership is a flow-through
entity (i.e., the partnership's income, deductions, gains or losses flow
through to the partners in the partnership). High Worth Holdings is the
ultimate partner in these partnerships. The Company will be taxed when
income is remitted. As at December 31, 2001, the estimated tax loss of the
Company available for carryforward in the US is approximately RMB755,317
and RMB410,584 which can be carryforward until 2017 and 2020, respectively.
PRC
The Company's subsidiaries registered in the PRC are subject to PRC income
taxes at the applicable tax rate (currently 33%) on the taxable income as
reported in their PRC statutory financial statements in accordance with the
relevant income tax laws applicable to foreign enterprises. Pursuant to the
same income tax laws, the subsidiary, High Worth Brewery, and the
associated company, Blue Ribbon Noble, are fully exempt from PRC income tax
for two years starting from the first profit making year, followed by a 50%
exemption for the next three years. The 50% exemption for Blue Ribbon Noble
and the tax holiday for High Worth Brewery commenced on January 1, 1996.
Had these tax holidays and concessions not been available, the tax charge
would have been higher by approximately RMB79,000, RMB7,245,000 and
RMB9,527,000, representing RMB0.01, RMB0.90 and RMB1.19 per share, for the
years ended December 31, 2001, 2000 and 1999, respectively.
The Group's operating losses incurred relate mainly to Blue Ribbon
Marketing, which is allowed to mark-up the purchase cost of the Pabst Blue
Ribbon beer or adjust its purchase prices as necessary in order to
adequately cover the selling, advertising, promotional, distribution and
administrative expenses incurred. Blue Ribbon Marketing is not intended to
contribute profits to the Group. At December 31, 2001, tax losses available
for carryforward in the PRC were RMB48,335,266, which can be carried
forward for 5 years.
F-17
CBR BREWING COMPANY, INC.
- -------------------------
10. INCOME TAXES - continued
British Virgin Islands
The Company's subsidiaries incorporated in the British Virgin Islands
("BVI") are not taxed in BVI. Under current BVI laws, dividends and capital
gains arising from investment by the BVI subsidiaries are not subject to
income taxes, and no withholding tax is imposed on payments of dividends by
the BVI subsidiaries to the Company.
The provision for income taxes consists of the following:
Year ended December 31,
-------------------------------
2001 2000 1999
------- ---------- ----------
RMB RMB RMB
Current
- PRC. . . . . . . . . . . . . . . . . . 40,000 4,140,152 5,444,091
======= ========== ==========
The reconciliation of effective income tax rates of the Group to the
statutory income tax rate in the PRC is as follows:
Year ended December 31,
-------------------------------
2001 2000 1999
------- ---------- ----------
Statutory tax rate . . . . . . . . . . . . 33% 33% 33%
Tax holidays and concessions . . . . . . . - 7% 82%
Losses in foreign jurisdiction exempt from
from tax . . . . . . . . . . . . . . . . (17%) (28%) (25%)
Other expenses not deductible for
tax purposes . . . . . . . . . . . . . . (27%) (17%) (58%)
Change in valuation allowance. . . . . . . 11% (1%) (79%)
------- ---------- ----------
- (4%) (47%)
======= ========== ==========
Deferred tax assets comprise the following:
2001 2000
------------ ------------
RMB RMB
Deferred tax assets:
Tax loss carryforward . . . . . . . . . 48,577,342 40,299,196
Prepaid assets. . . . . . . . . . . . . 418,045 2,657,624
------------ ------------
48,995,387 42,956,820
Valuation allowance . . . . . . . . . . . (48,995,387) (42,956,820)
------------ ------------
Net deferred tax assets . . . . . . . . . - -
============ ============
Realization of the future tax benefits related to the deferred tax assets
is dependent on many factors, including the Company's ability to generate
taxable income within the net operating loss carryforward period.
Management has considered these factors in reaching its conclusion as to
the valuation allowance for financial reporting purposes. At December 31,
2001 and 2000, valuation allowances have been established for the full
amount of the deferred tax assets, as it is more likely than not that these
assets will not be realized.
F-18
CBR BREWING COMPANY, INC.
- -------------------------
11. SALES TAXES
The Group is subject to three kinds of sales taxes: value added tax
("VAT"), consumption tax and other sales taxes. The applicable VAT tax rate
is 17% for beverage products sold in the PRC and nil for exported goods.
The amount of VAT liability is determined by applying the applicable tax
rate to the invoiced amount of goods sold less VAT paid on purchases made
with the relevant supporting invoices. VAT is collected from customers by
the Group on behalf of the PRC tax authorities and is therefore not charged
to the consolidated statements of operations. Up to April 30, 2001, the
applicable consumption tax rate in respect of brewery products sold by a
brewing company was RMB220 per ton. Beginning May 1, 2001, consumption
taxes, which are included in sales taxes, and are charged on the basis of
the volume of beer sold, were increased for beer products selling in excess
of RMB3,000 per metric ton, from RMB220 per metric ton to RMB250 per metric
ton. No consumption tax is levied on wholesale trading of brewery products,
on exported goods or on non-alcoholic beverage products. The other sales
taxes are assessed as a percentage of consumption tax and VAT payable.
12. FOREIGN CURRENCY EXCHANGE
The People's Bank of China ("PBOC") and the State Exchange Administration
Bureau jointly pronounced that from December 1, 1998, foreign currency
exchange adjustment services for foreign invested enterprises ("FIE"),
which were previously provided by the SWAP centers within the PRC, were
cancelled. From that date onwards, FIEs can only transact foreign currency
deals through those authorized banks in the PRC at the prevailing exchange
rates quoted by the PBOC.
The SWAP center business was started by the PRC government in 1980. FIEs
could buy or sell foreign currencies at the SWAP centre at the market rates
quoted by such centers. From December 1, 1998, FIEs can only buy or sell
foreign currencies through the banks operated in the PRC at the prevailing
exchange rates quoted by the PBOC. All these foreign currency transactions
will then pass through the centralized banking system in the PRC. The
exchange rates quoted by the banks will be the middle price of the bid
price and ask price on the previous transaction date.
The exchange rate of the RMB equivalent of US$1.00 as of December 31, 2001,
2000 and 1999 was approximately RMB8.30.
F-19
CBR BREWING COMPANY, INC.
- -------------------------
13. DISTRIBUTION OF PROFITS
The Company's ability to pay dividends is primarily dependent on the
Company receiving distributions from its PRC subsidiaries through High
Worth Holdings.
Pursuant to the relevant laws and regulations of Sino-foreign joint venture
enterprises, the profits of High Worth Brewery, which are based on its
statutory financial statements, are available for distribution in the form
of cash dividends after it has satisfied all PRC tax liabilities, provide
for losses in previous years, and made appropriations to reserve funds, as
determined at the discretion of the board of directors in accordance with
the PRC accounting standards and regulations.
As stipulated by the relevant laws and regulations for enterprises
operating in the PRC, Zhaoqing Brewery and Blue Ribbon Marketing are
required to make annual appropriations to two reserve funds, consisting of
the statutory surplus and collective welfare funds. In accordance with the
relevant PRC regulations and the respective companies' articles of
association, the companies are required to allocate a certain percentage of
their profits after taxation, as determined in accordance with the PRC
accounting standards applicable to the companies, and to the statutory
surplus reserve until such reserve reaches 50% of the registered capital of
the companies. Based on the business licenses, the registered capital of
Zhaoqing Brewery and Blue Ribbon Marketing is RMB33,670,000 and
RMB10,000,000, respectively. Subject to certain restrictions as set out in
the relevant PRC regulations and the respective companies' articles of
association, the statutory surplus reserve may be distributed to equity
holders in the form of bonus issues and/or dividends when such reserve
exceeds 25% of the registered capital of the companies. No appropriations
to these reserve funds were made by Zhaoqing Brewery and Blue Ribbon
Marketing for 2001, 2000 and 1999 as Zhaoqing Brewery was acting as nominee
for High Worth Brewery from October 31, 1994 onwards and Blue Ribbon
Marketing incurred losses in those years.
High Worth Brewery and Blue Ribbon Noble are also required to make
appropriations to a general reserve fund, an enterprise development fund
and an employee welfare and incentive fund, in which the percentage of
annual appropriations are subject to the joint venture agreement. The
employee welfare and incentive fund is charged to the statement of
operations. The other appropriations are accounted for as reserve funds in
the balance sheet and are not available for distribution as dividends to
the joint venture partners of the companies. Under the joint venture
agreement, the board of directors shall determine the appropriations with
regard to the economic situation of the companies.
As described in note 2 to the consolidated financial statements, the net
income (loss) as reported in the US GAAP financial statements differs from
that as reported in the PRC statutory financial statements. In accordance
with the relevant laws and regulations in the PRC, the profits available
for distribution are based on the statutory financial statements. If the
Company has foreign currency available after meeting its operational needs,
the Company may make its profit distributions in foreign currency to the
extent foreign currency is available. Otherwise, it will be necessary to
obtain approval and convert such distributions at an authorized bank.
When dividends are declared by the Board of Directors of High Worth
Brewery, Blue Ribbon Group's 40% portion is recorded as a liability at the
declaration date and is included in amounts due to related companies. Such
dividends are distributed by installments in order to avoid any disruption
to the normal operating cash flow of High Worth Brewery.
F-20
CBR BREWING COMPANY, INC.
- -------------------------
13. DISTRIBUTION OF PROFITS - continued
On July 28, 1999, the Board of Directors of High Worth Brewery declared a
dividend distribution of RMB51,596,713, resulting in RMB20,638,685 payable
to Blue Ribbon Group, of which RMB5,000,000 was paid during 1999 and the
remaining RMB15,638,685 was paid during 1999 through intercompany
settlement.
On March 20, 2000, the Board of Directors of High Worth Brewery declared a
dividend distribution of RMB47,518,776, resulting in RMB19,007,510 payable
to Blue Ribbon Group, which was paid during 2000.
On January 9, 2001 and June 22, 2001, the Board of Directors of High Worth
Brewery declared dividend distributions of RMB5,250,000 and RMB3,750,000
respectively, resulting in an aggregate RMB3,600,000 payable to Blue Ribbon
Group, which was paid during 2001.
14. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
(a) During the years ended December 31, 2001, 2000 and 1999, interest paid
was RMB7,833,887, RMB10,728,115 and RMB14,689,647, respectively.
(b) During the years ended December 31, 2001, 2000 and 1999, income tax
paid was RMB5,696,663, RMB3,500,000 and RMB666,884, respectively.
15. RELATED PARTY TRANSACTIONS AND ARRANGEMENTS
(a) Management arrangement
On December 30, 1997, High Worth Brewery, Blue Ribbon Marketing, Blue
Ribbon Group and Sichuan Brewery reached an out of court settlement
(see "Settlement Agreement" in note 22) that confirmed:
(i) High Worth Brewery will serve as the core organization for
managing the production and operation of the Pabst Blue Ribbon
beer business in the PRC. High Worth Brewery would coordinate and
manage the procurement, production, sales and future development
of all Pabst Blue Ribbon beer production enterprises in the PRC.
(ii) Blue Ribbon Marketing will act as the single entity to unify and
coordinate all of the sales of Pabst Blue Ribbon beer in the PRC.
All of the Pabst Blue Ribbon beer products produced by High Worth
Brewery, Blue Ribbon Noble and any other new joint ventures set
up by High Worth Brewery will be marketed by Blue Ribbon
Marketing.
Under this arrangement, Blue Ribbon Marketing marketed and sold the
production of High Worth Brewery and Blue Ribbon Noble. Through
December 31, 2000, Blue Ribbon Marketing purchased the beer production
from High Worth Brewery and Blue Ribbon Noble based on a 1 to 2 ratio,
respectively.
F-21
CBR BREWING COMPANY, INC.
- -------------------------
15. RELATED PARTY TRANSACTIONS AND ARRANGEMENTS - continued
(a) Management arrangement - continued
During December 2000, the Company and Noble China Inc. signed a
memorandum pursuant to which a management committee was established to
coordinate and enhance the operations of High Worth Brewery, Blue
Ribbon Noble and Blue Ribbon Marketing.
Effective January 1, 2001, the management, marketing, production and
operations of High Worth Brewery, Blue Ribbon Noble and Blue Ribbon
Marketing were pooled together under a newly-created management entity
named "Blue Ribbon Enterprises" to improve coordination of human,
financial, production and marketing activities. Under this
arrangement:
- The administrative expenses of Blue Ribbon Marketing, the total
production volume of High Worth Brewery and Blue Ribbon Noble and
the related direct variable costs incurred for beer production of
the two breweries were allocated among High Worth Brewery and
Blue Ribbon Noble at a 1 to 2 ratio, respectively.
- Direct selling expenses and advertising expenses incurred by Blue
Ribbon Marketing relating to the sale of beer products from the
two breweries are allocated among High Worth Brewery and Blue
Ribbon Noble at a 1 to 2 ratio, respectively.
The administrative, direct selling and advertising expenses of Blue
Ribbon Marketing and the direct variable costs incurred for beer
production of the two breweries were allocated at cost.
(b) Purchases of raw materials
The Group sold raw materials of RMB22,575,757 to Blue Ribbon Noble for
the year ended December 31, 2001. No such transactions were noted for
the years ended December 31, 2000 and 1999.
(c) Purchases of packing materials
During the years ended December 31, 2001, 2000 and 1999, the Group
purchased packing materials from Blue Ribbon Group and its group of
companies amounting to nil, RMB40,681,947 and RMB29,840,747,
respectively.
The transactions were carried out on agreed terms between the parties.
F-22
CBR BREWING COMPANY, INC.
- -------------------------
15. RELATED PARTY TRANSACTIONS AND ARRANGEMENTS - continued
(d) Purchases of beer products
During the years ended December 31, 2001, 2000 and 1999, the Group
purchased beer products for resale from Blue Ribbon Noble amounting to
RMB341,080,358, RMB466,532,300 and RMB537,010,133, respectively, and
the Group purchased beer products from Sichuan High Worth Brewery for
resale amounting to RMB10,482,557, RMB42,906,772 and RMB21,458,166,
respectively. The transactions were carried out on agreed terms
between the parties.
During the year ended December 31, 2001, the Group purchased
RMB91,015,274 of beer products from Blue Ribbon Noble. This amount
represents the direct variable cost of producing these beer products.
No such transactions were noted for the years ended December 31, 2000
and 1999.
(e) Royalty fee
During the years ended December 31, 2001, 2000 and 1999, a royalty fee
of RMB3,885,963, RMB5,059,063 and RMB6,568,634, respectively, was
payable to Blue Ribbon Group for the right to use Pabst trademarks in
the PRC.
(f) Interest expense
For the year ended December 31, 2000, interest expense included
RMB115,855 payable to Blue Ribbon Group for overdue dividends payable
to Blue Ribbon Group in 2000. No similar amounts were payable to Blue
Ribbon Group in 2001 or 1999.
(g) Gain on disposal of property, plant and equipment
For the year ended December 31, 2000, loss on disposal of property,
plant and equipment included a gain of RMB4,110 from Blue Ribbon
Noble. No similar amounts were recognized in 2001 or 1999.
(h) Amounts due from related companies
The amounts due from related companies primarily represented
receivable balances from Blue Ribbon Group and its group of companies.
The amounts are unsecured, interest-free and repayable on demand.
F-23
CBR BREWING COMPANY, INC.
- -------------------------
15. RELATED PARTY TRANSACTIONS AND ARRANGEMENTS - continued
(i) Amounts due to related companies
As of December 31, 2001 and 2000, the amounts due to related companies
consist of payable balances to the following companies:
As of December 31,
----------------------------
2001 2000
------------- -------------
RMB RMB
(in millions) (in millions)
American National Can (Zhaoqing) Co., Ltd.
("American National Can"). . . . . . . . . - 6.4
Blue Ribbon Group. . . . . . . . . . . . . . 2.4 6.1
Jilin Province Chuangxiang Zhi Yie Ltd.. . . - 2.2
Jilin Province Jiutai City Brewery . . . . . - 10.0
Sichuan High Worth Brewery . . . . . . . . . - 3.1
Other subsidiaries and associated companies
of Blue Ribbon Group . . . . . . . . . . . - 0.2
------------- -------------
2.4 28.0
============= =============
American National Can is a company in which Blue Ribbon Group has
equity interests.
During April, 2001, the Company agreed to give up its effective
interest of 9% in Sichuan High Worth Brewery.
Jilin Province Chuangxiang Zhi Yie Ltd. and Province Jilin Jiutai City
Brewery are minority shareholders of Jilin Lianli Brewery. The
balances represent excess fixed assets contributed to Jilin Lianli
Brewery. In December 2000, the production and operation of Jilin
Lianli Brewery was formally terminated.
The balances with group companies of Blue Ribbon Group arose from the
purchases of raw materials.
The balances are unsecured, interest-free and repayable on demand.
During 1999, the Company borrowed RMB24,000,000 from its principal
shareholder, Shenzhen Huaqiang Holdings Limited. The loan was
unsecured, with interest at 7.5% per annum, and was fully repaid
during 1999.
(j) Loans to related companies
During 2001, the Company loaned RMB2,075,000 and RMB2,075,000 to
Huaqiang Intelligence Technology Limited and Bilibest Industries
Limited, respectively, both of which are subsidiaries of Shenzhen
Huaqiang Holdings Limited, the Company's major shareholder in 2001.
The loans were unsecured, with interest at 6% per annum, and were
fully repaid during 2001.
F-24
CBR BREWING COMPANY, INC.
- -------------------------
16. STOCK OPTION PLAN
Stock Option Plan -
The 1998 Stock Option Plan (the "Plan") provides for the granting of stock
options from time to time to eligible persons to purchase an aggregate of
up to 800,000 shares of Class A Common Stock, as either incentive stock
options ("ISOs") or nonqualified stock options ("NSOs"). The exercise price
of all ISOs will be equal to the fair market value of a share of common
stock on the date the option is granted, except that in the case of ISOs
granted to any person possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any affiliate, the price
will be not less than 110% of such fair market value.
On May 16, 2000, options to purchase 375,000 shares of Class A common stock
at an exercise price of US$0.72 per share were granted to four directors
and five employees, and options to purchase 145,000 shares of Class A
common stock at an exercise price of US$0.79 per share were granted to two
directors, each of whom possesses indirectly more than 10% of the total
combined voting power of all classes of common stock of the Company at the
time of grant. Such stock options vested 50% on July 1, 2000, 25% on July
1, 2001, and the remaining 25% on July 1, 2002. The stock options expire on
December 31, 2004. The exercise price of all such stock options was not
less than fair market value of the Company's Class A common stock on the
grant date.
Option activity under the Plan is summarized as follows:
Outstanding options
--------------------------
Weighted
average
Number exercise price
of shares per share
---------- --------------
Outstanding at January 1, 1999 . 280,000 US$3.97
Cancelled. . . . . . . . . . . . (42,000) US$3.87
---------- --------------
Outstanding at January 1, 2000 . 238,000 US$3.98
Issued . . . . . . . . . . . . . 375,000 US$0.72
Issued . . . . . . . . . . . . . 145,000 US$0.79
---------- --------------
Outstanding at December 31, 2000 758,000 US$1.76
Cancelled. . . . . . . . . . . . (58,000) US$1.70
---------- --------------
Outstanding at December 31, 2001 700,000 US$1.76
========== ==============
F-25
CBR BREWING COMPANY, INC.
- -------------------------
16. STOCK OPTION PLAN - continued
Additional information on options outstanding at December 31, 2001 is as
follows:
Options
exercisable as
Options outstanding of December 31,
as of December 31, 2001 2001
------------------------- -------
Weighted
average
remaining
Number contractual
Exercise prices outstanding life (years)
- -------------------- ----------- ------------
US$4.26. . . . . . 70,000 - 70,000
US$3.87. . . . . . 150,000 4 150,000
US$0.79. . . . . . 145,000 3 108,750
US$0.72. . . . . . 335,000 3 251,250
----------- ------------ -------
700,000 2.91 580,000
=========== ============ =======
At December 31, 2001, 2000 and 1999, 100,000, 42,000 and 562,000 options,
respectively, were available for future grant under the Plan.
The Company continues to follow APB No. 25 "Accounting for Stock Issued to
Employees", in accounting for its stock options issued to officers and
employees (including non-employee directors in 2000). The fair value of the
options granted was estimated on the date of grant using the Black-Scholes
option pricing model with the following assumptions used: risk-free
interest rate of 6.75%; expected life of 3 to 5 years; expected volatility
of 100%; and no dividends. Had compensation costs for the grants been
determined under SFAS No. 123, the Company would have recorded RMB633,601,
RMB1,743,270 and RMB637,067 as additional compensation expense for the
years ended December 31, 2001, 2000 and 1999, respectively, resulting in
the pro forma net (loss) income of RMB(29,910,620), RMB(30,648,462) and
RMB23,018,035 and net (loss) income per share (basic and diluted) of
RMB(3.73), RMB(3.83) and RMB2.87, respectively.
17. IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT AND WRITE-OFF OF INVESTMENT IN
SUBSIDIARY
In December 2000, the Company decided to terminate the production and
operation of Jilin Lianli Brewery and was in negotiations with certain
interest parties in effort to dispose of its equity interest in Jilin
Lianli Brewery, no formal agreement has been reached at the year ended
December 31, 2000. As a result, the Company recorded a provision for
impairment of plant, machinery and equipment of RMB6,000,000 at December
31, 2000. In 2001, the Company recorded a further provision for impairment
of plant, machinery and equipment at Jilin Lianli Brewery of RMB2,750,000.
Since no formal agreement with certain interest parties reached in earlier
2001, the Company decided to write-off its remaining investment in Jilin
Lianli Brewery of RMB1,224,109. As of December 31, 2001, the Company has
written off a total of RMB13,788,500 with respect to this subsidiary.
F-26
CBR BREWING COMPANY, INC.
- -------------------------
18. RESTRUCTURING COSTS
During May and July 2001, the Company implemented a restructuring program
that eliminated the positions of a total of 538 employees, of which 313
were from Zhaoqing Brewery, 177 were from Blue Ribbon Noble and 48 were
from Blue Ribbon Marketing. Severance payments to these employees totaled
RMB20,396,494 by Zhaoqing Brewery, RMB8,729,830 by Blue Ribbon Noble in
which RMB3,491,932 was included in the equity in earnings of an associated
company and RMB1,912,742 by Blue Ribbon Marketing. The Company recorded
restructuring costs of RMB22,309,236 for the year ended December 31, 2001.
19. RETIREMENT PLAN
As stipulated by the PRC government regulations, High Worth Brewery and
Blue Ribbon Marketing have defined contribution retirement plans for all
their full-time staff. During the years ended December 31, 2001, 2000 and
1999, the monthly contributions of High Worth Brewery were calculated at
18.0%, 17.8% and 14.6%, respectively, and the monthly contribution of Blue
Ribbon Marketing was calculated at 5.0%, 5.0% and 2.0%, respectively, of
the basic salaries of the full-time employees. The pension costs charged to
operations by the PRC group companies during the years ended December 31,
2001, 2000 and 1999 amounted to RMB2,841,594, RMB2,098,414 and
RMB2,507,459, respectively.
The Company did not have any retirement plan in operation until June 1,
1998. During the years ended December 31, 2001, 2000 and 1999, the monthly
contribution of the Company for full-time staff was calculated at 9.0%,
7.0% and 7.0%, respectively, of the basic salary. The pension costs charged
to operations by the Company were RMB237,388, RMB177,487 and RMB177,919 in
2001, 2000 and 1999, respectively.
20. FINANCIAL INSTRUMENTS
The carrying amounts reported in the balance sheets at December 31, 2001
and 2000 for current assets and current liabilities, qualifying as
financial instruments approximate their fair values because of the short
maturity of such instruments. Cash denominated in foreign currency has been
translated at the applicable unified exchange rate. The fair value of the
long-term bank borrowings approximate the carrying amounts due to the
nature of this instrument.
F-27
CBR BREWING COMPANY, INC.
- -------------------------
21. CONCENTRATION OF RISKS
The Company's operating assets and primary source of income and cash flows
are its interest in subsidiaries and associated company in the PRC. The PRC
economy has, for many years, been a centrally-planned economy, operating on
the basis of annual, five-year and ten-year state plans adopted by central
PRC governmental authorities which set out national production and
development targets. The PRC government has been pursuing economic reforms
since it first adopted its "open-door" policy in 1978. There is no
assurance that the PRC government will continue to pursue economic reforms
or that there will not be any significant change in its economic or other
policies, particularly in the event of any change in the political
leadership of, or the political, economic or social conditions in, the PRC.
There is also no assurance that the Group will not be adversely affected by
any such change in governmental policies or any unfavorable change in the
political, economic or social conditions, the laws or regulations, or the
rate or method of taxation in the PRC.
As many of the economic reforms which have been or are being implemented by
the PRC government are unprecedented or experimental, they may be subject
to adjustment or refinement which may have adverse effects on the Group.
Further, through state plans and other economic and fiscal measures, it
remains possible for the PRC government to exert significant influence on
the PRC economy.
The sale and distribution of products under the "Pabst Blue Ribbon" brand
in 2001, 2000 and 1999 accounted for 94%, 98% and 98% of the Group's
revenues, respectively. The Group purchases Pabst Blue Ribbon Beer from
Blue Ribbon Noble and is heavily dependent on Blue Ribbon Noble. Stoppages
of production and/or supply from Blue Ribbon Noble for reasons inside or
outside the Group's control could affect the Group's operation, although so
far the Group has never encountered any problems in securing adequate
supplies from Blue Ribbon Noble.
The Group's financial instruments that are exposed to concentration of
credit risk consist primarily of cash and accounts receivable from
customers. Cash is maintained with major banks in the PRC. The Group's
business activity is with customers in the PRC. The Group periodically
performs credit analysis and monitors the financial condition of its
clients in order to minimize credit risk.
22. COMMITMENTS AND CONTINGENCIES
LICENSING AND RELATED MATTERS
Blue Ribbon Group entered into licensing arrangements with Pabst Brewing
Company whereby Blue Ribbon Group was granted the exclusive right to
produce and market products under four specific Pabst trademarks in the
PRC, the non-exclusive right to market products in other Asian countries
except Hong Kong, Macau, Japan and South Korea, and the right to sublicense
the use of the trademarks to any other enterprise in the PRC. Pursuant to
the terms of a sublicense agreement, Blue Ribbon Group granted High Worth
Brewery the right in Guangdong Province of the PRC to use two specific
Pabst trademarks in its production, promotion, distribution and sale of
beer under such trademarks. In addition, Blue Ribbon Group also granted the
right to use two specific Pabst trademarks for the production, promotion,
distribution and sale of beer to High Worth Brewery or those enterprises
owned by High Worth Brewery which are located outside Guangdong Province in
the PRC. The sublicense agreement is valid until November 7, 2003. In
consideration for the sublicense granted, High Worth Brewery is obligated
to pay Blue Ribbon Group a royalty fee of US$11.70 for each metric ton of
beer produced.
F-28
CBR BREWING COMPANY, INC.
- -------------------------
22. COMMITMENTS AND CONTINGENCIES - continued
LICENSING AND RELATED MATTERS - continued
A provisional agreement, subject to governmental approval, was made on May
10, 1995 among the Company and a subsidiary, the group companies of Noble
China Inc., and Blue Ribbon Group, to the effect that:
(a) High Worth Brewery was entitled to be granted from Blue Ribbon Group
the right to brew and sell beer under the Pabst Blue Ribbon label
produced in its brewing facilities up to a maximum production capacity
of 100,000 tons per annum.
(b) High Worth Brewery and/or companies that High Worth Brewery has an
interest in are entitled to be granted a sublicense from Blue Ribbon
Group with the right to produce and sell beer under the Pabst Blue
Ribbon label in Guangdong Province of the PRC (an "Additional
Facility"), to a maximum production capacity of 300,000 tons per
annum.
In the event that High Worth Brewery desires to obtain a sublicense
for an Additional Facility, Goldjinsheng ("Linchpin") has the right to
purchase up to a 40% interest in such Additional Facility. The
purchase price for such interest shall be the actual cost of such
Additional Facility multiplied by the percentage interest that
Goldjinsheng elects to purchase.
(c) A proposed new marketing company (the "New Marketing Company"), owned
8% by Blue Ribbon Group, 52% by High Worth Brewery and 40% by
Goldjinsheng, shall be formed to handle and organize the sales of
Pabst Blue Ribbon beer produced by Zhaoqing Brewery and Blue Ribbon
Noble. Zhaoqing Brewery and Blue Ribbon Noble will each create a
separate distribution company or division of their own. The respective
distribution companies will each appoint the New Marketing Company as
their sole and exclusive agent to market Pabst Blue Ribbon beer in the
PRC.
Subsequent to the signing of the provisional agreement, the Company, Blue
Ribbon Group and Goldjinsheng have attempted to complete the respective
separate definitive agreements. In December 1996, Blue Ribbon Group and
Goldjinsheng advised the Company that they intended to modify some of the
terms of the provisional agreement and to propose incorporating those
modifications in the respective separate definitive agreements. In
addition, the negotiation process was interrupted by the Sichuan Brewery
issue in 1997 and 1998, related to the breach of the sublicense agreement
with High Worth Brewery by Blue Ribbon Group and the Pabst trademark issue
in 1999 in which Noble China Inc. has entered into a license agreement with
Pabst Brewing Company, granting Noble China Inc. the right to utilize the
Pabst Blue Ribbon trademark beginning in November 2003. The Company
believes that the delays in completing the separate definitive agreements
will not have a material effect on the validity of the terms and provisions
contained in the provisional agreement.
F-29
CBR BREWING COMPANY, INC.
- -------------------------
22. COMMITMENTS AND CONTINGENCIES - continued
LICENSING AND RELATED MATTERS - continued
Noble China Inc., a public company listed on the Toronto Stock Exchange
that is the 60% shareholder of Blue Ribbon Noble, has publicly reported
that in May 1999 it entered into a license agreement with Pabst Brewing
Company granting it the right to utilize the Pabst Blue Ribbon trademarks
in connection with the production, promotion, distribution and sale of beer
in China for 30 years commencing in November 2003. In consideration for the
license agreement, Noble China Inc. reported that it had paid Pabst Brewing
Company US$5,000,000 for the right to use the Pabst Blue Ribbon trademarks
and agreed to pay royalties based on gross sales.
Management has consulted with legal counsel regarding the legitimacy of the
purported license agreement and the Company's potential responses. In
addition, management has consulted with Blue Ribbon Group, the owner of the
Pabst Blue Ribbon trademark in China through November 6, 2003, regarding
potential responses, and has met with representatives of Noble China Inc.
in an attempt to obtain a sub-license to produce and distribute Pabst Blue
Ribbon beer in China after November 6, 2003.
Management of the Company has requested that Blue Ribbon Group take
appropriate action to protect its rights and its sub-licensees' rights to
utilize the Pabst Blue Ribbon trademark in China including the renewal of
the Company's sub-license subsequent to November 6, 2003 when its existing
sub-license with Blue Ribbon Group expires. The Company has been advised
that Blue Ribbon Group is still evaluating the situation and has not yet
determined how it will respond to this matter. Once Blue Ribbon Group has
responded, the Company expects to be in a position to evaluate and revise
its future business plan and strategy accordingly. The Company is currently
unable to predict the effect that this development may have on future
operations. However, the inability of the Company to obtain a sub-license
from Noble China Inc. or to renew the Company's sub-license which expires
on November 6, 2003 or enter into some other form of strategic relationship
under an acceptable terms and conditions that would allow the Company to
continue to produce and distribute Pabst Blue Ribbon beer in China would
have a material adverse effect on the Company's future results of
operations, financial position and cash flows.
The Company's controlling shareholder, Lan Wei, owns a 19.6% equity
interest in Noble China Inc.
Recently, Noble China Inc. has publicly reported that it was experiencing
certain financial difficulties, and that if such difficulties continued
into the first half of 2002, it would soon face insolvency and be forced to
consider several alternatives. The Company is currently unable to predict
the effect that this development may have on future operations, including
any effect on the Company's ability to obtain a sub-license to produce and
distribute Pabst Blue Ribbon beer in China effective from November 7, 2003.
F-30
CBR BREWING COMPANY, INC.
- -------------------------
22. COMMITMENTS AND CONTINGENCIES - continued
LICENSING AND RELATED MATTERS - continued
Settlement Agreement
--------------------
On December 30, 1997, High Worth Brewery, Blue Ribbon Marketing, Blue
Ribbon Group and Sichuan Brewery reached an out of court settlement (the
"Settlement Agreement"). The Settlement Agreement, signed by all parties
involved and witnessed by the High Court of Guangdong Province, confirmed
that:
(i) All parties agreed that High Worth Brewery will serve as the core
organization for managing the production and operation of the Pabst
Blue Ribbon beer business in the PRC. A management committee will be
set up under the Board of Directors of High Worth Brewery to
coordinate and manage the procurement, production, sales and future
development of all Pabst Blue Ribbon beer production enterprises in
the PRC.
(ii) Blue Ribbon Marketing will act as the single entity to unify and
coordinate all of the sales of Pabst Blue Ribbon beer in the PRC. All
of the Pabst Blue Ribbon beer products produced by High Worth Brewery,
Blue Ribbon Noble and any other new joint ventures set up by High
Worth Brewery will be marketed by Blue Ribbon Marketing under the
auspices of the management committee.
OPERATING LEASE COMMITMENTS
The Group leases premises under various operating leases which do not
contain any renewal or escalation clauses. Rental expense under operating
leases was RMB1,654,994, RMB2,304,004 and RMB1,851,307 during the years
ended December 31, 2001, 2000 and 1999, respectively.
As of December 31, 2001, the Company was obligated under operating leases
requiring minimum rentals as follows:
RMB
Year ending December 31,
2002 . . . . . . . . . . . . . . 677,555
2003 . . . . . . . . . . . . . . 290,800
-------
968,355
=======
COMMITMENTS
As of December 31, 2001, the Group had the following commitments, which had
not been provided for in the financial statements:
RMB
Capital expenditure in respect of the purchase of property,
plant and equipment . . . . . . . . . . . . . . . . . . . . . 1,355,378
==========
Revenue expenditure in respect of signed advertising contracts. 14,759,657
==========
F-31
CBR BREWING COMPANY, INC.
- -------------------------
23. SUBSEQUENT EVENTS
On April 3, 2002, the Company's associated company, Blue Ribbon Noble, was
served with an order from the High Court of Shandong Province freezing a
portion of its bank accounts with aggregate balances of approximately
RMB35,700,000. The court order is related to litigation between Noble China
Inc., Shangdong Noble Brewery Ltd. and China Coast Property Development
Ltd., with respect to Noble China Inc.'s 1994 investment in Shangdong
Shouguang Brewery Co. Ltd. China Coast Property Development Ltd. is owned
by the brother of Lei Kat Chong, the former chairman of Noble China Inc.,
and is asserting a total claim against Noble China Inc. of approximately
RMB53,100,000. Noble China Inc., through its wholly-owned subsidiary,
Linchpin Holdings Limited, owns a 60% interest in Blue Ribbon Noble.
The court order specified that a total of RMB53,100,000 was to be retained
by Blue Ribbon Noble pending resolution of the litigation. Accordingly, in
addition to the RMB35,700,000 of funds frozen, Blue Ribbon Noble will also
be obligated to withhold potential dividend distributions or equity
interests due to Linchpin Holdings Limited of RMB17,400,000.
Blue Ribbon Noble has engaged legal counsel in the PRC to file a challenge
to the count order, but there can be no assurances that this effort will be
successful.
The RMB35,700,000 of funds frozen by court order will be designated by Blue
Ribbon Noble as a portion of future dividend distributions payable to
Linchpin Holdings Limited. As of December 31, 2001, Linchpin Holdings
Limited was entitled to total dividend distributions from the retained
earnings of Blue Ribbon Noble of RMB50,300,000.
Management of Blue Ribbon Noble believes that Blue Ribbon Noble's
operations will not be impaired as a result of the court order freezing a
portion of its bank accounts, and that Blue Ribbon Noble has adequate
working capital resources to fund its current operating requirements.
F-32
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
--------------------------------------------
(Registered in the People's Republic of China)
Report and Financial Statements
For the years ended December 31, 2001, 2000 and 1999
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
- ----------------------------------------------
(Registered in the People's Republic of China)
REPORT AND FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 and 1999
- -------------------------------------------------------------
CONTENTS PAGE(S)
- -------- -------
REPORT OF INDEPENDENT AUDITORS . . . . . . . . . . . . . F - 1
BALANCE SHEETS . . . . . . . . . . . . . . . . . . . . . . F - 2
STATEMENTS OF OPERATIONS. . . . . . . . . . . . . . . . . F - 3
STATEMENTS OF SHAREHOLDERS' EQUITY . . . . . . . . . . . F - 4
STATEMENTS OF CASH FLOWS . . . . . . . . . . . . . . . . F - 5
NOTES TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . F - 6 - F - 19
REPORT OF INDEPENDENT AUDITORS
- ----------------------------------
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
- ----------------------------------------------------
We have audited the accompanying balance sheets of Zhaoqing Blue Ribbon Brewery
Noble Ltd. (the "Company") as of December 31, 2001 and 2000, and the related
statements of operations, shareholders' equity and cash flows for each of the
three years in the period ended December 31, 2001 (all expressed in Chinese
Renminbi). These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such accompanying financial statements present fairly, in all
material respects, the financial position of Zhaoqing Blue Ribbon Brewery Noble
Ltd. as of December 31, 2001 and 2000, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States of
America.
As discussed in notes 19 and 20 to the financial statements, the Company is
exposed to certain risks through its operations in the People's Republic of
China and the risk of uncertain renewal of its license to produce and distribute
Pabst Blue Ribbon beer in the People's Republic of China.
Deloitte Touche Tohmatsu
Hong Kong
April 3, 2002
F - 1
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
BALANCE SHEETS
As of December 31,
-------------------------------------
2001 2001 2000
----------- ----------- -----------
US$ RMB RMB
ASSETS
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . 9,846,866 81,728,990 91,766,555
Accounts receivable, net of allowance for
doubtful accounts of RMB2,137,528 and
RMB2,137,528 for 2001 and 2000,
respectively (note 4). . . . . . . . . . . . . . . - - -
Bills receivable (note 5). . . . . . . . . . . . . . 7,637,786 63,393,624 66,783,300
Inventories (note 6) . . . . . . . . . . . . . . . . 5,602,572 46,501,346 49,690,224
Prepayments and deposits . . . . . . . . . . . . . . 321,768 2,670,672 8,028,342
Amounts due from related companies, net of
allowance for doubtful accounts of RMB151,000,000
and RMB137,000,000 for 2001 and 2000,
respectively (note 16a). . . . . . . . . . . . . . 7,928,719 65,808,364 76,646,547
Income taxes receivables . . . . . . . . . . . . . . 159,139 1,320,853 -
----------- ----------- -----------
Total current assets . . . . . . . . . . . . . . . . . 31,496,850 261,423,849 292,914,968
Property, plant and equipment, net (note 8). . . . . . 43,393,020 360,162,062 396,457,375
Restricted bank deposits . . . . . . . . . . . . . . . 4,301,205 35,700,000 -
----------- ----------- -----------
47,694,225 395,862,062 396,457,375
----------- ----------- -----------
Total assets . . . . . . . . . . . . . . . . . . . . . 79,191,075 657,285,911 689,372,343
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . 2,634,507 21,866,385 9,903,111
Accrued liabilities. . . . . . . . . . . . . . . . . 2,643,284 21,939,261 5,111,484
Dividend payable . . . . . . . . . . . . . . . . . . 1,433,263 11,896,084 45,896,084
Employee welfare and incentive fund. . . . . . . . . 3,257,520 27,037,419 30,374,634
Amounts due to related companies (note 16b). . . . . 2,120,830 17,602,887 3,424,405
Sales taxes payable (note 9) . . . . . . . . . . . . 876,768 7,277,177 9,912,015
Income taxes payable . . . . . . . . . . . . . . . . - - 45,671,217
----------- ----------- -----------
Total current liabilities. . . . . . . . . . . . . . . 12,966,172 107,619,213 150,292,950
----------- ----------- -----------
Long-term liabilities:
Deferred income taxes (note 7) . . . . . . . . . . . 1,592,530 13,218,000 10,000,000
----------- ----------- -----------
Commitments and contingencies (note 20)
Shareholders' equity:
Contributed capital (note 10). . . . . . . . . . . . . 57,342,169 475,940,000 475,940,000
General reserve and enterprise development funds
(note 12). . . . . . . . . . . . . . . . . . . . . . 3,907,102 32,428,949 32,428,949
Retained earnings (note 13). . . . . . . . . . . . . . 3,383,102 28,079,749 20,710,444
----------- ----------- -----------
Total shareholders' equity . . . . . . . . . . . . . . 64,632,373 536,448,698 529,079,393
----------- ----------- -----------
Total liabilities and shareholders' equity . . . . . . 79,191,075 657,285,911 689,372,343
=========== =========== ===========
See accompanying notes to the financial statements.
F - 2
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
STATEMENTS OF OPERATIONS
Year ended December 31,
---------------------------------------------------------
2001 2001 2000 1999
------------ ------------- ------------- -------------
US$ RMB RMB RMB
Sales:
Related parties (note 16c) . . . . . . . . . . 41,095,205 341,090,200 466,606,571 537,044,558
Unrelated parties. . . . . . . . . . . . . . . - - 8,363 62,589
------------ ------------- ------------- -------------
Total sales. . . . . . . . . . . . . . . . . . . 41,095,205 341,090,200 466,614,934 537,107,147
Sales taxes (note 9) . . . . . . . . . . . . . . (2,510,609) (20,838,058) (23,522,541) (23,299,155)
------------ ------------- ------------- -------------
Net sales. . . . . . . . . . . . . . . . . . . . 38,584,596 320,252,142 443,092,393 513,807,992
Cost of sales, including inventory purchased
from related companies of RMB78,890,261,
RMB67,422,970 and RMB86,716,508 in 2001,
2000 and 1999, respectively; and royalty fee
paid to a related company of RMB7,756,444,
RMB10,112,856 and RMB12,033,486 in 2001,
2000 and 1999, respectively (note 16c) . . . . (26,043,693) (216,162,653) (291,084,126) (316,437,623)
------------ ------------- ------------- -------------
Gross profit . . . . . . . . . . . . . . . . . . 12,540,903 104,089,489 152,008,267 197,370,369
Selling, general and administrative expenses,
including management fee paid to a related
company of nil, nil and RMB2,035,000 in
2001, 2000 and 1999, respectively (note 16c);
and allowance for doubtful account receivable
from a related company of RMB14,000,000,
RMB137,000,000 and nil in 2001, 2000 and
1999, respectively (note 16a). . . . . . . . . (10,049,261) (83,408,864) (171,174,772) (32,232,488)
Restructuring charges (note 14) . . . . . . . . (1,051,787) (8,729,830) - -
------------ ------------- ------------- -------------
Operating income (loss). . . . . . . . . . . . . 1,439,855 11,950,795 (19,166,505) 165,137,881
Interest income. . . . . . . . . . . . . . . . . 125,584 1,042,345 1,141,976 1,650,372
Other income, including rental income received
from a related company of RMB33,249,
RMB1,367,408 and RMB2,120,012 in 2001,
2000 and 1999, respectively (note 16c) . . . . 114,749 952,417 3,497,770 4,568,662
Interest expense . . . . . . . . . . . . . . . . (12,889) (106,977) (16,724) (51,926)
------------ ------------- ------------- -------------
Income (loss) before income taxes. . . . . . . . 1,667,299 13,838,580 (14,543,483) 171,304,989
Income taxes (note 7). . . . . . . . . . . . . . (779,431) (6,469,275) (31,479,185) (42,887,055)
------------ ------------- ------------- -------------
Net income (loss). . . . . . . . . . . . . . . . 887,868 7,369,305 (46,022,668) 128,417,934
============ ============= ============= =============
See accompanying notes to the financial statements.
F - 3
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
STATEMENTS OF SHAREHOLDERS' EQUITY
General
reserve and
enterprise
Contributed development Retained
capital funds earnings Equity
------------ ------------ ------------- -------------
RMB RMB RMB RMB
(Note 10) (Note 12) (Note 13)
Balance at January 1, 1999. . 475,940,000 26,762,766 148,912,629 651,615,395
Net income for the year . . . - - 128,417,934 128,417,934
Appropriation of:
Reserve . . . . . . . . . . - 5,666,183 (5,666,183) -
Dividend. . . . . . . . . . - - (102,939,969) (102,939,969)
------------ ------------ ------------- -------------
Balance at December 31, 1999. 475,940,000 32,428,949 168,724,411 677,093,360
Net loss for the year . . . . - - (46,022,668) (46,022,668)
Appropriation of:
Dividend. . . . . . . . . . - - (101,991,299) (101,991,299)
------------ ------------ ------------- -------------
Balance at December 31, 2000. 475,940,000 32,428,949 20,710,444 529,079,393
Net income for the year . . . - - 7,369,305 7,369,305
------------ ------------ ------------- -------------
Balance at December 31, 2001. 475,940,000 32,428,949 28,079,749 536,448,698
============ ============ ============= =============
Translated to US$
Balance at December 31, 2001
(note 3). . . . . . . . . . 57,342,169 3,907,102 3,383,102 64,632,373
============ ============ ============= =============
See accompanying notes to the financial statements.
F - 4
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
STATEMENTS OF CASH FLOWS
Year ended December 31,
------------------------------------------------------
2001 2001 2000 1999
----------- ------------ ------------ -------------
US$ RMB RMB RMB
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . 887,868 7,369,305 (46,022,668) 128,417,934
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . 4,871,023 40,429,483 40,124,063 35,158,936
Deferred income taxes . . . . . . . . . . . . . . . . 387,711 3,218,000 3,000,000 2,300,000
Allowance (write back) for doubtful accounts. . . . . 1,695,181 14,000,000 137,000,000 (6,080,775)
Loss on disposal of property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . - - 2,284 -
Changes in operating assets and liabilities:
Decrease in accounts receivable . . . . . . . . . . . - - - 266,729
Decrease (increase) in bills receivable . . . . . . . 408,395 3,389,676 1,681,700 (27,102,000)
Decrease (increase) in inventories. . . . . . . . . . 384,202 3,188,878 6,506,137 (21,064,178)
Decrease (increase) in prepayments and
deposits. . . . . . . . . . . . . . . . . . . . . . 645,502 5,357,670 (6,355,129) 194,227
(Increase) decrease in amounts due from
related companies . . . . . . . . . . . . . . . . . (389,376) (3,161,817) (15,241,977) 26,324,018
Increase in income taxes receivables. . . . . . . . . (159,139) (1,320,853) - -
Increase (decrease) in accounts payable and
accrued liabilities . . . . . . . . . . . . . . . . 3,468,801 28,791,051 (33,670,694) (28,498,015)
(Decrease) increase in employee welfare and
incentive fund. . . . . . . . . . . . . . . . . . . (402,074) (3,337,215) 1,998,923 12,909,453
Increase (decrease) in amounts due to related
companies . . . . . . . . . . . . . . . . . . . . . 1,708,251 14,178,482 (4,141,703) (5,925,719)
Decrease in sales taxes payable . . . . . . . . . . . (317,450) (2,634,838) (4,072,629) (43,690,770)
(Decrease) increase in income taxes payable . . . . . (5,502,556) (45,671,217) (9,675,771) 34,150,465
Increase in restricted bank deposits. . . . . . . . . (4,301,205) (35,700,000) - -
----------- ------------ ------------ -------------
Net cash provided by operating activities . . . . . . . 3,385,134 28,096,605 71,132,536 107,360,305
----------- ------------ ------------ -------------
Cash flows from investing activities:
Purchases of property, plant and equipment. . . . . . (498,093) (4,134,170) (11,690,058) (9,850,985)
----------- ------------ ------------ -------------
Cash flows from financing activities:
Dividend paid . . . . . . . . . . . . . . . . . . . . (4,096,386) (34,000,000) (56,095,215) (102,939,969)
----------- ------------ ------------ -------------
Net (decrease) increase in cash and cash equivalents. . (1,209,345) (10,037,565) 3,347,263 (5,430,649)
Cash and cash equivalents at beginning of year. . . . . 11,056,211 91,766,555 88,419,292 93,849,941
----------- ------------ ------------ -------------
Cash and cash equivalents at end of year. . . . . . . . 9,846,866 81,728,990 91,766,555 88,419,292
=========== ============ ============ =============
See accompanying notes to the financial statements.
F - 5
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPAL ACTIVITY
Zhaoqing Blue Ribbon Brewery Noble Ltd. (the "Company") is a Sino-foreign
equity joint venture enterprise registered in the People's Republic of
China (the "PRC") in October 1993 in which Goldjinsheng Holding Limited
("Goldjinsheng") and Zhaoqing Brewery hold 60% and 40% interests,
respectively. The venture term of the Company is twenty years which may be
extended upon mutual agreement of the joint venture parties and approval
from the relevant PRC government authorities.
Pursuant to the joint venture agreements and with the approval of the
relevant PRC government authorities, the property, plant, equipment and the
business of Pabst Blue Ribbon Brewery (Zhaoqing) Co. Ltd. ("Pabst Blue
Ribbon"), an unrelated PRC owned enterprise, were disposed of to Zhaoqing
Brewery and then to the Company as a capital contribution. Pabst Blue
Ribbon is a subsidiary of the Guangdong Blue Ribbon Group Co., Ltd. ("Blue
Ribbon Group").
Since commencement of business on November 6, 1993, the Company has
principally been engaged in the production and sale of beer products in the
PRC. The Company's principal product is Blue Ribbon beer produced and sold
under non-exclusive Pabst trademarks which were granted by Blue Ribbon
Group (see note 20), an unrelated PRC owned enterprise. Malt, rice, hops,
water and packing materials are the major raw materials involved in the
production of Blue Ribbon beer. Effective July 1, 1995, all beer products
produced by the Company were sold to Zhaoqing Blue Ribbon Beer Marketing
Company Limited ("Blue Ribbon Marketing"), which was formed to promote and
distribute beer products. Blue Ribbon Marketing is 70% owned by Zhaoqing
Brewery, which acts as a nominee on behalf of Zhaoqing Blue Ribbon High
Worth Brewery Ltd. ("High Worth Brewery") and 30% owned directly by Blue
Ribbon Group. Also, the Blue Ribbon Group owns indirectly 28% of Blue
Ribbon Marketing.
Goldjinsheng is a wholly-owned subsidiary of Noble China Inc., a company
listed on the Toronto Stock Exchange.
Zhaoqing Brewery is a wholly-owned subsidiary of High Worth Brewery, a
Sino-foreign equity joint venture enterprise registered in the PRC in which
Blue Ribbon Group and High Worth Holdings Limited, a wholly-owned
subsidiary of CBR Brewing Company, Inc. ("CBR"), hold 40% and 60%
interests, respectively.
On January 20, 1998, Goldjinsheng and Zhaoqing Brewery entered into an
agreement which stipulated that their respective interests in the Company
will be transferred to Linchpin Holdings Limited ("Linchpin"), another
wholly-owned subsidiary of Noble China Inc., and High Worth Brewery,
respectively. In March 1999, approval from the relevant PRC authorities for
the registration of the aforesaid transfer for Linchpin was obtained. As a
result, Linchpin and Zhaoqing Brewery currently own 60% and 40% equity
interests in the Company, respectively.
In December 2000, an agreement was reached to pool the distribution,
marketing and sales operations of a newly created management entity, which
Noble China Inc. does not own and has not managed, with the production
operations of the Company and with the production operations of High Worth
Brewery.
F - 6
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
1. ORGANIZATION AND PRINCIPAL ACTIVITY - continued
In order to gain the positive benefits from the increased scale of
operations, focusing on a demanding operational environment, the management
teams of the two brewing facilities and the distribution, marketing and
sales operation were pooled together. The newly created management entity
is called "Blue Ribbon Enterprises" which began directing all operations on
January 1, 2001. However, the Company, High Worth Brewery and Blue Ribbon
Marketing remain separate legal entities.
The reorganization of the management team, which involved the reassignment
of forty-three managers from the three distinct businesses, was achieved as
planned. The management team of Blue Ribbon Enterprises has full authority
and responsibility to direct the affairs of the Company, High Worth Brewery
and Blue Ribbon Marketing report to a newly established management
committee consisting of representatives from the three entities.
2. BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America
("US GAAP"). This basis of accounting differs from that used in the
preparation of the statutory financial statements of the Company which are
prepared in accordance with the accounting principles and relevant
financial regulations established by the Ministry of Finance of the PRC
("PRC GAAP").
The major adjustments made to the PRC statutory financial statements to
conform with US GAAP include adjustments for depreciation, allowance for
doubtful accounts and deferred taxation.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS - Cash and cash equivalents include cash on hand,
cash accounts, interest bearing saving accounts, and short-term bank
deposits with maturities of three months or less, when purchased.
INVENTORIES - Inventories are stated at the lower of cost or market value.
Cost, which comprises direct materials, direct labor costs and overhead
associated with the manufacturing processes, is calculated using the
first-in, first-out method.
F - 7
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment is stated at
cost less an allowance for depreciation and amortization. Cost includes the
fair value of property, plant and equipment transferred from Pabst Blue
Ribbon.
According to the laws of the PRC, the title to all PRC land is retained by
the PRC government. The land use rights represent the cost for the rights
to use the land for premises granted by the State Land Administration
Bureau. The land use rights are stated at cost and are amortized over the
shorter of the venture term of the Company or the term of the land use
right.
Depreciation and amortization are provided using the straight-line method
to write off the cost of property, plant and equipment over the estimated
useful lives as follows:
Land use rights . . . . . . . . . . . 20 years
Buildings . . . . . . . . . . . . . . . 20 years
Plant, machinery and equipment . . . 15 years
Motor vehicles . . . . . . . . . . . . 10 years
Leasehold improvement. . . . . . . . . 5 years
Construction in progress is stated at cost which comprises the direct costs
of buildings, plant under construction and deposits and prepayments made on
machinery pending installation. Cost comprises the direct cost of
construction and finance expenses arising from borrowings used to finance
the construction of buildings, plant and machinery until the construction,
installation and testing are complete. No depreciation is provided until
the relevant assets are available for commercial use.
IMPAIRMENT OF LONG-LIVED ASSETS - The Company regularly reviews its
property, plant and equipment for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable based upon undiscounted cash flows expected to be produced by
such assets over their expected useful lives.
INCOME TAXES - Income taxes are determined under the asset and liability
method in accordance with Statement of Financial Accounting Standards
("SFAS") No. 109, "Accounting for Income Taxes". SFAS 109 requires deferred
taxes be adjusted to reflect the tax rates at which future taxable amounts
will be settled or recognized. The effects of tax rate changes on future
deferred tax liabilities and deferred tax benefits, as well as other
changes in income tax laws, are recognized in the statement of operations
in the period when such changes are enacted.
REVENUE RECOGNITION - Sales represent the invoiced value of goods sold, net
of returns and discounts. Sales are generally recognized when the title is
passed to customers upon shipment and when collectibility is reasonably
assured.
ADVERTISING EXPENSES - Advertising expenses are charged to expense in the
statements of operations as incurred. Advertising expense was
RMB12,355,261, RMB54,300 and RMB701,505 for the years ended December 31,
2001, 2000 and 1999, respectively.
F - 8
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
FOREIGN CURRENCY TRANSLATION - The financial records and the statutory
financial statements of the Company are maintained in Renminbi ("RMB"). In
preparing the financial statements, all foreign currency transactions are
translated into Renminbi using the applicable rates of exchange for the
respective periods. Monetary assets and liabilities denominated in foreign
currencies have been translated into Renminbi using the rate of exchange
prevailing at the balance sheet date. The resulting exchange gains or
losses have been credited or charged to the statement of operations in the
period in which they occur.
Translation of amounts from "RMB" into United States dollars ("US$") is for
the convenience of the reader only and has been made at US$1.00 = RMB8.3
(see note 11). No representation is made that the Renminbi amounts could
have been, or could be, converted into United States dollars at that rate
or at any other rate.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
RECENT ACCOUNTING PRONOUNCEMENTS - In June 2001, the Financial Accounting
Standard Board ("FASB") issued SFAS No. 141, "Business Combinations". SFAS
141 requires the use of the purchase method of accounting for business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method. The adoption of SFAS 141 on July 1, 2001 did
not have a significant impact on the Company's financial statements.
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets", which is effective January 1, 2002. SFAS 142 requires, among other
things, the discontinuance of goodwill and indefinite-life intangible asset
amortization. In addition, SFAS No. 142 includes provisions for the
reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of the existing recognized intangibles
with finite lives, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairments of goodwill. SFAS No.
142 also requires the Company to complete a transitional goodwill
impairment test six months from the date of adoption. The Company is
required to implement SFAS 142 on January 1, 2002 and has determined it
will have no impact on its financial position or results of operations.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". SFAS No. 143 addresses the diverse accounting
practices for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. The Company
will be required to adopt SFAS No. 143 on January 1, 2003. The Company is
reviewing SFAS No. 143 to determine what effect, if any, it will have on
the Company's financial position and results of operations.
F - 9
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
RECENT ACCOUNTING PRONOUNCEMENTS - CONTINUED
The FASB also recently issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets", that is applicable to the Company
effective January 1, 2002. SFAS No. 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of", and a portion of APB Opinion No. 30, "Reporting
the Results for Operations". SFAS No. 144 requires a single accounting
model for long-lived assets to be disposed of and significantly changes the
criteria that would have to be met to classify an asset as held-for-sale.
Classification as held-for-sale is an important distinction since such
assets are not depreciated and are stated at the lower of fair value and
carrying amount. SFAS No. 144 also requires expected future operating
losses from discontinued operations to be displayed in the period(s) in
which the losses are incurred, rather than as of the measurement date as
presently required. The Company is reviewing SFAS No. 144 to determine what
effect, if any, it will have on the Company's financial position and
results of operations.
4. ACCOUNTS RECEIVABLE
Accounts receivable comprise:
2001 2000
---- ----
RMB RMB
Accounts receivables - trade . . . . . . . . . . . . . 2,137,528 2,137,528
Less: Allowance for doubtful accounts. . . . . . . . . (2,137,528) (2,137,528)
----------- -----------
- -
=========== ===========
Movement of allowance for doubtful accounts:
2001 2000 1999
---- ---- ----
RMB RMB RMB
Balance as at January 1 . . . . . . . . . . 2,137,528 2,137,528 2,218,303
Written back during the year. . . . . . . . - - (80,775)
--------- ---------- -----------
Balance as at December 31 . . . . . . . . . 2,137,528 2,137,528 2,137,528
========= ========== ===========
Movement of allowance for doubtful accounts for amounts due from related
companies:
2001 2000 1999
---- ---- ----
RMB RMB RMB
Balance as at January 1 . . . . . . . . . . 137,000,000 - -
Provision for the year . . . . . . . . . . 14,000,000 137,000,000 -
----------- ----------- -----------
Balance as at December 31 . . . . . . . . . 151,000,000 137,000,000 -
=========== =========== ===========
No amounts have been written off during the years presented.
5. BILLS RECEIVABLE
Bills receivable represent accounts receivable in the form of bills of
exchange whose acceptances and settlements are handled by banks.
F - 10
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
6. INVENTORIES
2001 2000
---- ----
RMB RMB
Inventories comprise:
Raw materials . . . . . . . . . . . 25,284,820 23,507,834
Work in progress. . . . . . . . . . 8,921,201 5,681,546
Finished goods. . . . . . . . . . . 12,295,325 20,500,844
---------- ----------
46,501,346 49,690,224
========== ==========
7. INCOME TAXES
The Company is governed by the Income Tax Laws of the PRC concerning
Foreign Investment Enterprises and Foreign Enterprises and various rules
and regulations (the "Income Tax Laws"). Pursuant to the Income Tax Laws,
foreign investment enterprises engaging in a production business located in
Zhaoqing are subject to income tax at the rate of 27% on net income as
reported in their statutory financial statements.
Pursuant to the Income Tax Laws, if the investor in a foreign investment
enterprise reinvests its share of distributable profits from the
enterprise, the investor is entitled to receive a refund of the income tax
paid on the reinvested amount.
The reconciliation of the effective income tax rate of the Company to the
relevant statutory income tax rate in the PRC is as follows:
Years ended December 31,
------------------------------------
2001 2000 1999
----------- ----------- -----------
Statutory tax rate . . . . . . . . . . . . . . 27% 27% 27%
Tax holidays and concession . . . . . . . . . (9%) - -
Permanent differences relating to
non-taxable income and non-deductible
expenses . . . . . . . . . . . . . . . . . . 28% (246%) -
Others . . . . . . . . . . . . . . . . . . . . - 2% (2%)
----------- ----------- -----------
Effective tax rate . . . . . . . . . . . . . . 47% (216%) 25%
=========== =========== ===========
The provision for income taxes consists of the following:
Years ended December 31,
-----------------------------------
2001 2000 1999
--------- ----------- -----------
RMB RMB RMB
Current . . . . . . . . . . . . . . . . . 3,251,275 28,479,185 40,587,055
Deferred. . . . . . . . . . . . . . . . . 3,218,000 3,000,000 2,300,000
--------- ----------- -----------
6,469,275 31,479,185 42,887,055
========= =========== ===========
The deferred income tax liability relates to property, plant and equipment.
F - 11
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
8. PROPERTY, PLANT AND EQUIPMENT
2001 2000
------------- -------------
RMB RMB
At cost:
Land use rights and buildings . . . . . . . . . 182,265,093 182,265,093
Plant, machinery and equipment. . . . . . . . . 436,702,090 432,916,405
Motor vehicles . . . . . . . . . . . . . . . . 9,181,771 9,181,771
Leasehold improvements. . . . . . . . . . . . . 4,323,722 5,642,216
Construction in progress. . . . . . . . . . . . 6,009,589 4,342,610
------------- -------------
Total . . . . . . . . . . . . . . . . . . . . . 638,482,265 634,348,095
Less: Accumulated depreciation and amortization (278,320,203) (237,890,720)
------------- -------------
360,162,062 396,457,375
============= =============
9. SALES TAXES
The Company is subject to three kinds of sales taxes: value added tax
("VAT"), consumption tax and other sales taxes. The applicable VAT rate is
17% for brewery products sold in the PRC and nil for exported goods. The
amount of VAT liability is determined by applying the applicable VAT rate
to the invoiced amount of goods sold less VAT paid on purchases made with
the relevant invoices in support. VAT is collected from customers by the
Company on behalf of the PRC tax authorities and is therefore not charged
to the statement of operations. The applicable consumption tax rate in
respect of brewery products is RMB220 per ton. Beginning May 1, 2001,
consumption taxes were increased for beers selling in excess of RMB3,000
per metric ton, from RMB220 per metric ton to RMB250 per metric ton. The
consumption tax charged to the statement of operations is determined based
on the volume of sales within the PRC territory. No consumption tax is
levied on wholesale trading of brewery products, on exported goods or on
non-alcoholic beverage products. The other sales taxes are assessed as a
percentage of consumption tax and VAT payable.
10. CONTRIBUTED CAPITAL
The Company was registered with a capital of US$50,000,000. At the balance
sheet date, a total of RMB475,940,000 was contributed by the joint venture
parties.
F - 12
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
11. FOREIGN CURRENCY EXCHANGE
The People's Bank of China ("PBOC") and the State Exchange Administration
Bureau jointly pronounced that from December 1, 1998, foreign currency
exchange adjustment services for the foreign invested enterprises ("FIE"),
which were previously provided by the SWAP centers within the PRC, were
cancelled. From that date onward, FIEs can only transact foreign currency
deals though those authorized banks in the PRC at the prevailing exchange
rates quoted by the PBOC.
The SWAP center business was started by the PRC government in 1980. FIEs
could buy or sell foreign currencies at the SWAP center at the market rates
quoted by such centers. From December 1, 1998, FIEs can only buy or sell
foreign currencies through the banks operated in the PRC at the prevailing
exchange rates quoted by the PBOC. All these foreign currency transactions
then pass through the centralized banking system in the PRC. The exchange
rates quoted by the banks are the middle price of the bid price and ask
price on the previous transaction date.
The exchange rates of the RMB equivalent to US$1.00 as of December 31,
2001, 2000 and 1999 were approximately RMB8.30.
12. GENERAL RESERVE AND ENTERPRISE DEVELOPMENT FUNDS
As stipulated by the relevant laws and regulations for foreign investment
enterprises, the Company is required to make appropriations to a general
reserve fund, an enterprise development fund and an employee welfare and
incentive fund, in which the percentages of annual appropriations are
subject to the joint venture agreement. The employee welfare and incentive
fund is charged to the statement of operations. The other appropriations
are accounted for as reserve funds in the balance sheet and are not
available for distribution as dividends to the joint venture partners of
the Company. Under the joint venture agreement, the board of directors
shall determine the appropriations with regard to the economic situation of
the Company. The percentages of annual appropriations to the general
reserve fund, enterprise development fund and employee welfare and
incentive fund for 2000 and 2001 have not been determined by the board of
directors.
13. RETAINED EARNINGS
As described in note 2, net income (loss) as reported in the US GAAP
financial statements differs from that as reported in the PRC statutory
financial statements. In accordance with the relevant laws and regulations
for Sino-foreign equity joint venture enterprises, the profits available
for distribution are based on the statutory financial statements. If the
Company has foreign currency available after meeting its operational needs,
the Company may make profit distributions in foreign currency to the extent
foreign currency is available. Otherwise, it will be necessary to obtain
approval and convert such distributions at an authorized bank. As of
December 31, 2001 and 2000, the retained earnings calculated according to
PRC GAAP available for distribution amounted to approximately RMB83,901,000
and RMB75,511,000, respectively.
F - 13
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
14. RESTRUCTURING CHARGES
During May and July 2001, the Company implemented a restructuring program
that resulted in a restructuring charge for employee severance and
termination benefit costs associated with a headcount reduction of a total
of 177 management, salaried and clerical positions. The majority of the
restructuring activities were completed during 2001. The Company recorded
restructuring costs of RMB8,729,830 for the year ended December 31, 2001.
15. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid during the years ended December 31, 2001, 2000 and 1999 was
RMB106,977, RMB16,724 and RMB51,921, respectively. Income tax paid for the
years ended December 31, 2001, 2000 and 1999 was RMB50,243,345,
RMB38,154,956 and RMB6,436,590, respectively.
16. RELATED PARTY TRANSACTIONS AND ARRANGEMENTS
(a) Amounts due from related companies
The amounts receivable from related companies mainly represented the
receivable balances from companies of the Blue Ribbon Group (including
subsidiaries), Blue Ribbon Marketing, Goldjinsheng (Linchpin), HK
Kellogy, Blue Po and High Worth Brewery amounting to approximately
RMB3,373,000, RMB42,378,000, RMB3,537,000, nil, RMB410,000 and
RMB16,110,000, respectively, for 2001; and RMB3,188,000, nil,
RMB71,862,000, RMB1,201,000, RMB396,000 and nil, respectively, for
2000.
The balances with Blue Ribbon Group, Goldjinsheng (Linchpin), HK
Kellogy, Blue Po and principally represented expenses paid by the
Company on their behalf.
The balances with Blue Ribbon Marketing and High Worth Brewery were
operating in nature and principally represented accounts receivable
from sales of finished goods and the purchase of raw materials. An
allowance for doubtful accounts of RMB151,000,000 and RMB137,000,000
was recorded in 2001 and 2000, respectively, with respect to the
balances with Blue Ribbon Marketing.
The amounts receivable from related companies are unsecured,
interest-free and repayable on demand.
(b) Amounts due to related companies
As of December 31, 2001 and 2000, the amounts due to related companies
principally represented balances arising from the purchases of raw
materials from American National Can (Zhaoqing) Co., Ltd., in which
Blue Ribbon Group has equity interests and Blue Ribbon Group's
subsidiaries.
The balances are unsecured, interest-free and repayable on demand.
F - 14
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
16. RELATED PARTY TRANSACTIONS AND ARRANGEMENTS - continued
(c) Related party transactions
The Company had transactions with companies in which Blue Ribbon Group
or High Worth Brewery have equity interests. The significant
transactions are summarized below:
Years ended December 31,
-------------------------------------
2001 2000 1999
----------- ----------- -----------
RMB RMB RMB
Sales of beer products to:
Blue Ribbon Marketing . . . . . . . 341,080,358 466,532,300 537,010,133
Blue Ribbon Group . . . . . . . . . 6,426 29,424 3,014
American National Can (Zhaoqing)
Co., Ltd. . . . . . . . . . . . . 2,598 32,262 31,411
Blue Ribbon Mineral Water . . . . . 818 12,584 -
Sales of raw materials and beer
products to:
High Worth Brewery (see note below) 91,015,274 - -
Blue Ribbon Marketing . . . . . . . 210,274 - -
Blue Po . . . . . . . . . . . . . . 168,154 - -
Purchases of raw materials from:
American National Can (Zhaoqing)
Co., Ltd. . . . . . . . . . . . . 49,050,882 67,325,141 77,642,936
High Worth Brewery (see note below) 22,575,757 97,829 38,913
Zhaoqing Blue Ribbon Wah Hing
Paper Products Limited . . . . . 7,592,850 - -
Zhaoqing Blue Ribbon Carton
Manufacturing Co. . . . . . . . . - - 9,034,659
Royalty fee paid to
Blue Ribbon Group . . . . . . . . . 7,756,444 10,112,856 12,033,486
Management fee paid to
Blue Ribbon Group . . . . . . . . . - - 2,035,000
Rental income received from
Blue Ribbon Marketing . . . . . . . 33,249 1,367,408 2,120,012
Motor vehicle purchase consideration
to Blue Ribbon Marketing. . . . . . - 52,517 -
=========== ========== ============
Note: During the year ended December 31, 2001, the Company sold
beer products of RMB91,015,274 (representing the direct variable
cost of producing these products) to and purchased raw materials of
RMB22,575,757 from High Worth Brewery (at cost), resulting in a net
sale of raw materials of RMB68,439,517.
F - 15
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
16. RELATED PARTY TRANSACTIONS AND ARRANGEMENTS - continued
(d) Management arrangement
On December 30, 1997, High Worth Brewery, Blue Ribbon Marketing, Blue
Ribbon Group and Sichuan Brewery reached an out of court settlement
that confirmed:
(i) High Worth Brewery will serve as the core organization for
managing the production and operation of the Pabst Blue Ribbon
beer business in the PRC. High Worth Brewery would coordinate and
manage the procurement, production, sales and future development
of all Pabst Blue Ribbon beer production enterprises in the PRC.
(ii) Blue Ribbon Marketing will act as the single entity to unify and
coordinate all of the sales of Pabst Blue Ribbon beer in the PRC.
All of the Pabst Blue Ribbon beer products produced by the
Company, High Worth Brewery and any other new joint ventures set
up by High Worth Brewery will be marketed by Blue Ribbon
Marketing.
Under this arrangement, Blue Ribbon Marketing marketed and sold the
production of the Company and High Worth Brewery. Through December 31,
2000, Blue Ribbon Marketing purchased the beer production from the
Company and High Worth Brewery on a 2 to 1 ratio respectively.
During December 2000, CBR Brewery Company. Inc, and Noble China Inc.
signed a memorandum pursuant to which a management committee was
established to coordinate and enhance the operations of the Company,
High Worth Brewery and Blue Ribbon Marketing.
Effective January 1, 2001, the management, marketing, production and
operations of the Company, High Worth Brewery and Blue Ribbon
Marketing were pooled together under a newly-created management entity
named "Blue Ribbon Enterprises" to improve coordination of human,
financial, production and marketing activities. Under this
arrangement:
- The administrative expenses of Blue Ribbon Marketing, the total
production volume of the Company and High Worth Brewery and the
related direct variable costs incurred for beer production of the
two breweries were allocated among the Company and High Worth
Brewery at a 2 to 1 ratio, respectively.
- Direct selling expenses and advertising expenses incurred by Blue
Ribbon Marketing relating to the sale of beer products from the
two breweries are allocated among the Company and High Worth
Brewery at a 2 to 1 ratio, respectively.
The administrative, direct selling and advertising expenses of Blue
Ribbon Marketing and the direct variable costs incurred for beer
production of the two breweries were allocated at cost.
17. RETIREMENT PLAN
As stipulated by PRC government regulations, the Company has defined
contribution retirement plans for all its full-time employees. The Company
and its employees are required to contribute to the PRC insurance companies
organized by the PRC government, which are responsible for the payment of
pension benefits to retired employees. The monthly contributions of the
Company and the full-time employees were calculated at 17.8% and 5.0%,
respectively, of the basic salaries of the full-time employees. The pension
costs charged to operations by the Company for the years ended December 31,
2001, 2000 and 1999 amounted to RMB3,120,296, RMB1,260,128 and
RMB1,076,919, respectively.
18. FINANCIAL INSTRUMENTS
The carrying amounts reported in the balance sheet for current assets and
current liabilities qualifying as financial instruments approximate their
fair values because of the short maturity of such instruments.
F - 16
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
19. CONCENTRATION OF RISKS
The Company's operating assets and primary source of income and cash flows
are in the PRC. The PRC economy has, for many years, been a
centrally-planned economy, operating on the basis of annual, five-year and
ten-year state plans adopted by central PRC governmental authorities, which
set out national production and development targets. The PRC government has
been pursuing economic reforms since it first adopted its "open-door"
policy in 1978. There is no assurance that the PRC government will continue
to pursue economic reforms or that there will not be any significant
changes in its economic or other policies, particularly in the event of any
change in the political leadership of, or the political, economic or social
conditions in, the PRC. There is also no assurance that the Company will
not be adversely affected by any such change in government policies or any
unfavorable change in the political, economic or social conditions, the
laws or regulations or the rate or method of taxation in the PRC.
As many of the economic reforms which have been or are being implemented by
the PRC government are unprecedented or experimental, they may be subject
to adjustment or refinement, which may have adverse effects on the Company.
Further, through state plans and other economic and fiscal measures, it
remains possible for the PRC government to exert significant influence on
the PRC economy.
All the Company's revenues are principally derived from the sale of Pabst
Blue Ribbon beer.
The Company sold almost 100% of its products to Blue Ribbon Marketing in
2001, 2000 and 1999, respectively, and is heavily dependent on such sales
to this related company.
The financial instruments that are exposed to concentration of credit risk
consist primarily of cash and accounts receivable from related companies.
Cash is maintained with major banks in the PRC. The Company's business
activity is with related companies in the PRC.
F - 17
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
20. COMMITMENTS AND CONTINGENCIES
Blue Ribbon Group entered into licensing arrangements with Pabst Brewing
Company whereby Blue Ribbon Group was granted the exclusive right to
produce and market products under four specific Pabst trademarks in the
PRC, the non-exclusive right to market such products in other Asian
countries except Hong Kong, Macau, Japan and South Korea, and the right to
sublicense the use of the trademarks to any other enterprise in the PRC.
Pursuant to the terms of the sublicense agreement, Blue Ribbon Group
granted the Company the right to use two specific Pabst trademarks for the
production, promotion, distribution and sale of beer under such trademarks.
The sublicense agreement is valid until November 7, 2003. In consideration
for the sublicense granted, the Company is obligated to pay Blue Ribbon
Group a royalty fee of US$0.10 for each carton of bottled or canned beer
produced (see note 16c).
Noble China Inc., a public company listed on the Toronto Stock Exchange
that is the 60% shareholder of the Company, has publicly reported that in
May 1999 it entered into a license agreement with Pabst Brewing Company
granting it the right to utilize the Pabst Blue Ribbon trademarks in
connection with the production, promotion, distribution and sale of beer in
China for 30 years commencing in November 2003. In consideration for the
license agreement, Noble China Inc. reported that it had paid Pabst Brewing
Company US$5,000,000 for the right to use the Pabst Blue Ribbon trademarks
and agreed to pay royalties based on gross sales.
Recently, Noble China Inc. has publicly reported that it was experiencing
certain financial difficulties, and that if such difficulties continued
into the first half of 2002, it would soon face insolvency and be forced to
consider several alternatives. The Company is currently unable to predict
the effect that this development may have on future operations, including
any effect on the Company's ability to obtain a sub-license to produce and
distribute Pabst Blue Ribbon beer in China.
F - 18
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
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(Registered in the People's Republic of China)
21. SUBSEQUENT EVENT
On April 3, 2002, the Company was served with an order from the High Court
of Shandong Province freezing a portion of its bank accounts with aggregate
balances of approximately RMB35,700,000. The court order is related to
litigation between Noble China Inc., Shandong Noble Brewery Ltd. and China
Coast Property Development Ltd, with respect to Noble China Inc.'s 1994
investment in Shandong Shouguang Brewery Co. Ltd. China Coast Property
Development Ltd. is owned by the brother of Lei Kat Chong, the former
chairman of Noble China Inc., and is asserting a total claim against Noble
China Inc. of approximately RMB53,100,000. Noble China Inc., through its
wholly-owned subsidiary, Linchpin Holdings Limited, owns a 60% interest in
the Company.
The court order specified that a total of RMB53,100,000 was to be retained
by the Company pending resolution of the litigation. Accordingly, in
addition to the RMB35,700,000 of funds frozen, the Company will also be
obligated to withhold potential dividend distributions or equity interests
due to Linchpin Holdings Limited of RMB17,400,000.
The Company has engaged legal counsel in the PRC to file a challenge to the
court order, but there can be no assurances that this effort will be
successful.
The RMB35,700,000 of funds frozen by court order will be designated by the
Company as a portion of future dividend distributions payable to Linchpin
Holdings Limited. As of December 31, 2001, Linchpin Holdings Limited was
entitled to total dividend distributions from the retained earnings of the
Company of RMB50,300,000.
In the opinion of the directors, the operations of the Company will not be
impaired as a result of the court order freezing a portion of its bank
accounts. The directors believe that the Company has adequate working
capital resources to fund its current operating requirements and that this
matter will not give rise to any liability by the Company.
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F - 19
INDEX TO EXHIBITS
Exhibit
Number Description of Document
- ------- ------------------------
2.1 (P) Share Exchange Agreement, dated November 1994, with
Amendment among the Company, Oriental Win and
Holdings.(1)
3(i).1 (P) Articles of Incorporation and Amendments.(2)
3(i).2 (P) Certificate of Amendment of Articles of
Incorporation.(3)
3(ii) (P) Bylaws.(2)
10.1 (P) Joint Venture Agreement dated June 10, 1993 between
Zhaoqing Brewery and Goldjinsheng regarding Noble
Brewery with amendments, with English translation.(3)
10.2 (P) Joint Venture Agreement dated May 6, 1994 between
Guangdong Blue Ribbon and Holdings, as supplemented by
Supplementary Joint Venture Agreement dated September 5,
1994 among Holdings, Guangdong Blue Ribbon and Star
Quality Ltd. regarding Zhaoqing High Worth, with English
translation.(3)
10.3 (P) Assets Transferring Agreement dated September 6, 1994
among Guangdong Blue Ribbon, Zhaoqing Brewery and High
Worth JV regarding High Worth JV, with English
translation.(3)
10.4 (P) Agreement on License of Transferring and Using the
registered trademarks of Pabst Blue Ribbon dated August
30, 1993, between Pabst Zhaoqing and Pabst US, with
English translation.(3)
10.5 (P) Agreement on Quality of Pabst Beer dated August 30, 1993
between Pabst Zhaoqing and Pabst US, with English
translation.(3)
10.6 (P) Power of Attorney between Pabst US and Pabst Zhaoqing,
dated August 30, 1993.(3)
10.7 (P) Sublicense Agreement on Using the Registered Trademarks
of Pabst Blue Ribbon dated October 12, 1993 between
Pabst Zhaoqing and Noble Brewery, with English
translation.(3)
10.8 (P) Sublicense on Using the Registered Trademarks of Pabst
Blue Ribbon dated May 6, 1994 between Pabst Zhaoqing and
High Worth JV, with English translation.(3)
10.9 (P) Transferring Agreement dated May 20, 1994 among Pabst
Zhaoqing, Pabst US and Guangdong Blue Ribbon, with
English Translation.(3)
INDEX TO EXHIBITS (CONTINUED)
Exhibit
Number Description of Document
- -------- ------------------------
10.10 (P) Deed dated December 5, 1994 between Oriental Win and
Holdings regarding the Shareholder Loan, with
Supplementary documentation.(3)
10.11 Long Term Purchase Agreement dated April 1, 1995 between
the Marketing Company and Zhaoqing Brewery (English
Translation).(4)
10.12 Long Term Purchase Agreement dated July 11, 1995 between
the Marketing Company and Noble Brewery (English
Translation).(4)
10.13 (C) 1998 Stock Option Plan.(5)
10.14 Joint Venture Agreement dated January 13, 1998 between
High Worth JV and Zao Yang Brewery regarding Zao Yang
High Worth Brewery (English Translation).(5)
10.15 Joint Venture Agreement dated October 18, 1999 between
March International Group Limited, Jilin Province Juetai
City Brewery and Jilin Province Chuang Xiang Zhi Yie
Ltd. regarding Jilin Lianli Brewery (English
Translation).(6)
21 Subsidiaries of the Company.(7)
23 Consent of Independent Auditors.(7)
- --------------------
(1) Filed as an Exhibit to the Company's Current Report on Form 8-K filed on
December 30, 1994, and incorporated herein by reference.
(2) Filed as Exhibits to the Company's Registration Statement No. 33-26617A
on Form S-18 dated January 19, 1989, and incorporated herein by reference.
(3) Filed as Exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and incorporated herein by
reference.
(4) Filed as Exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, and incorporated herein by
reference.
(5) Filed as Exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, and incorporated herein by
reference.
(6) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, and incorporated herein by reference.
(7) Filed herein.
(P) Indicates that the document was originally filed with the Securities and
Exchange Commission in paper form and that there have been no changes or
amendments to the document which would require filing of the document
electronically with this Annual Report on Form 10-K.
(C) Indicates compensatory plan, agreement or arrangement.