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, 2002
[ ] 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)
British Virgin Islands --
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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]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). [ ]
As of March 31, 2003, 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, 2003, the aggregate market value of the issuer's
outstanding Class A common stock held by non-affiliates, computed by reference
to the average of the closing bid and ask prices, was US$176,752.
Documents incorporated by reference: None.
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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, 2002
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, 2002 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
Effective February 28, 2003, CBR Brewing Company, Inc. reincorporated
from the State of Florida in the United States to the British Virgin Islands
("BVI") by merging into its wholly-owned BVI subsidiary, High Worth Holdings
Ltd. ("Holdings"). This off-shore reincorporation was accomplished for tax
planning purposes, since all of the Company's assets and operations are
currently located in China and are expected to continue to be located outside
the United States in the future. The reincorporation had no effect on the
Company's current business operations in China. On March 3, 2003, Holdings
changed its name to CBR Brewing Company Inc. (hereinafter referred to as the
"Company", which term shall include, when the context so requires, its
subsidiaries and affiliates) and members of the Board of Directors were replaced
by the Board members of the Florida corporation.
The Agreement and Plan of Merger dated January 24, 2003 was approved
by majority of shareholders of each class of common stock outstanding as of
December 31, 2002. Holdings was the surviving corporation subsequent to the
merger and possesses all of the rights, privileges, powers and franchises and is
subject to all the restrictions, disabilities and duties of the dissolved
Florida corporation. Each Class A share of the Florida corporation was
converted into one fully paid and non-assessable (with no par value) Class A
share of capital stock of the BVI corporation and each Class B share of the
Florida corporation was converted into one fully paid and non-assessable (with
no par value) Class B share of capital stock of the BVI corporation. The
surviving BVI corporation assumed and continued the public reporting obligations
of the dissolved Florida corporation under new OTC Bulletin Board trading symbol
("CBRAF"), and the consolidated operating results of the Company continued
without interruption.
Since November 1994, the Company 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 sub-license agreement with
Guangdong Blue Ribbon, which, through an assignment and transfer, obtained its
license from Pabst Brewing Company ("Pabst US"). The sub-license agreement
expires on November 7, 2003.
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
year ended December 31, 2002, the exchange rate has remained stable at
approximately US$1.00 to RMB 8.30.
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").
DESCRIPTION OF BUSINESS
The Company is engaged in the business of brewing, distributing and
marketing Pabst Blue Ribbon beer and other local beer in China. As of December
31, 2002, the Company owned effective interests of 60%, 24% and 33% in three
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brewing facilities mainly 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 its 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 Company produces Pabst Blue
Ribbon beer in China under a sub-license expiring on November 7, 2003. The
majority of the beer production is concentrated in two breweries located in the
City of Zhaoqing, 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.
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 Canadian public company, 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 US 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 US 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 also recently publicly reported that it was experiencing severe financial
difficulties, was unable to meet its financial commitments and was insolvent,
and was considering various courses of action.
As of December 31, 2002, the Company has not yet obtained a renewal of
the Pabst Blue Ribbon sub-license agreement. The inability of the Company to
obtain a sub-license from Noble China Inc. or to renew the Company's sub-license
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 (see "NOBLE
CHINA INC.").
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, resulting in the Company owning a
42% net interest in the Marketing Company. 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").
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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").
In November 2002, High Worth JV and Zao Yang Brewery agreed to
contribute additional capital of RMB 24,444,500 to Zao Yang High Worth Brewery
in proportion to their respective equity interests of 55% and 45%. High Worth
JV contributed RMB13,444,500 through a deduction from its intercompany balance
due from Zao Yang High Worth Brewery and Zao Yang Brewery made a cash
contribution of RMB 11,000,000 effective December 31, 2002.
Effective December 31, 1997, the Company, through High Worth JV,
entered into a Settlement Agreement with Guangdong Blue Ribbon 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 JV received a 15%
consideration-free equity interest in Sichuan Brewery, equivalent to an
effective interest of 9%.
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") and 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 RMB 51,221,258. High Worth JV's 15%
equity interest is consideration-free but is entitled to share in the profits of
Sichuan High Worth Brewery.
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. This transaction did not 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 have been reallocated between Zhaoqing Brewery and
Noble Brewery and the interest in Sichuan High Worth Brewery was originally
acquired for no consideration.
On October 18, 1999, Holdings, through its wholly-owned subsidiary,
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"). Jilin
Province Jiutai City Brewery and Jilin Province Chuang Xiang Zhi Yie Ltd.
received equity interests in Jilin Lianli Brewery of 40% and 9%, respectively.
Subsequent to the improvement of the brewing equipment and the installation of a
new packing line, Jilin Lianli Brewery commenced operations 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
RMB 13,788,500 with respect to this investment. On July 9, 2002, March
International was formally dissolved.
NOBLE CHINA INC.
Noble China Inc. is a Canadian public company formerly listed on the
Toronto Stock Exchange which is the 60% shareholder of Noble Brewery. During
December 2000, the Company and Noble China Inc. signed a memorandum pursuant to
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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. Under this arrangement:
(a) Certain administrative expenses of the Marketing Company, Zhaoqing
Brewery and Noble Brewery, as well as the total production volume of
Zhaoqing Brewery and Noble Brewery and the related direct variable
costs incurred for beer production of the two breweries, were pooled
and re-allocated among Zhaoqing Brewery and Noble Brewery at a 1 to 2
ratio, respectively, in proportion to each brewery's respective
production capacities. In order to maximize production efficiencies at
the present reduced levels of sales volume, Noble Brewery is currently
producing all of the beer sold by both Zhaoqing Brewery and Noble
Brewery.
(b) Certain direct selling expenses and advertising expenses incurred by
the Marketing Company relating to the sale of beer products from the
two breweries are allocated among Zhaoqing Brewery and Noble Brewery
at a 1 to 2 ratio, respectively, either through intercompany transfer
pricing adjustment or direct absorption.
The administrative, direct selling and advertising expenses of the
Marketing Company and the direct variable costs incurred for beer production of
the two breweries were allocated at cost. This pooled management structure is
expected to achieve greater efficiency and improved operating profitability.
However, Zhaoqing Brewery, Noble Brewery and the Marketing Company each remain
as legally distinct entities. The management committee is also responsible for
commencing 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 approved by the relevant PRC governmental authorities in April
2002. Lan Wei is a company controlled by the City of Zhaoqing.
In February 2002, Lan Wei acquired common shares representing an
additional approximately 7.2% equity interest in the Company from a third party
in a private transaction. As a result of this transaction, management and the
board of directors of the Company were changed on January 22, 2002. As part of
the previously described transaction, Lan Wei also acquired Huaqiang's 19.6%
equity interest in Noble China Inc.
On April 3, 2002, Noble Brewery was served with a preservation order
from the High Court of Shandong Province freezing a portion of its bank accounts
with aggregate balances of approximately RMB35,700,000, in connection with
litigation between Noble China Inc., Shandong Noble Brewery Ltd. and China Coast
6
Property Development Ltd., with respect to Noble China Inc.'s 1994 investment in
Shandong Shouguang Brewery Co. Ltd. China Coast Property Development Ltd. is
asserting a total claim against Noble China Inc. of approximately RMB53,100,000.
Noble China Inc., through its wholly-owned subsidiary, Linchpin, owns a 60%
interest in Noble Brewery.
The court order specified that a total of RMB53,100,000 was to be
retained by Noble Brewery pending resolution of the litigation. Accordingly, in
addition to the RMB35,700,000 of funds frozen, Noble Brewery will also be
obligated to withhold potential dividend distributions or equity interests due
to Linchpin of RMB17,400,000. 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.
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.
In May 2002, Noble Brewery declared a dividend distribution of
RMB75,511,040, of which RMB30,204,416 has been paid to High Worth Brewery, while
the dividend payable to Linchpin amounting to RMB45,306,624 can only be remitted
to Linchpin when the preservation order is released and approval from the
Foreign Exchange Bureau is obtained.
On July 19, 2002, Noble China Inc. announced that the Shandong Court
ruled against it and ordered it to pay the amount of claims in the sum of
US$3,999,988 and RMB20,000,000 plus legal costs of RMB541,210, and interest from
June 21, 2001 within one month of the judgment. Noble China Inc. announced that
it would appeal the Shandong Court's decision to the Supreme Court of the PRC.
On September 23, 2002, the Shandong Court issued a new preservation
order to those banks where Noble Brewery kept its previously frozen funds,
requiring them to extend the period of preservation for an additional six months
until March 23, 2003.
On March 21, 2003, the Shandong Court further extended its
Preservation Order for another six months to September 23, 2003.
On July 22, 2002, Noble China Inc. held its Annual and General Meeting
of Shareholders. A Special Meeting of Shareholders and a Meeting of Debenture
holders were also held on July 22, 2002 to seek approval for certain amendments
to the 9% Convertible Subordinated Debentures and to the Trust Indenture
governing the Debentures. Noble China Inc. has CN$30,000,000 of outstanding
Debentures. As a result of ongoing discussions between the major Debenture
holders and the City of Zhaoqing, which is indirectly a major shareholder of
Noble China Inc., regarding a possible restructuring of Noble China Inc., the
amendments to the Debentures and to the Trust Indenture were not presented for a
vote at the Special Meeting of Shareholders and at the Meeting of Debenture
holders; both such meetings were instead adjourned to times and places to be
determined. The Board of Directors of Noble China Inc. was re-elected and
confirmed its short-term assistance to facilitate the negotiations between the
major shareholder of Noble China Inc. and the major Debenture holders. The
Directors of Noble China Inc. indicated that if the major shareholder and major
Debenture holders could not reach a resolution on an appropriate restructuring
plan that the Board of Directors could support in the interest of all
shareholders and Debenture holders within 60 days, the Board of Directors would
resign.
On September 3, 2002, Noble China Inc.'s report for the three months
ended June 30, 2002 disclosed that although the major shareholder and the major
Debenture holders were continuing their discussions, no meaningful process had
been noted and the Directors planned to resign on September 20, 2002.
7
On September 24, 2002, a press release by Noble China Inc. announced
that one of its three directors had resigned on September 20, 2002, and that the
remaining two directors intended to resign. On November 12, 2002, Noble China
Inc. held a meeting of shareholders to elect a new Board of Directors to consist
of three members; three candidates nominated by Lan Wei, a company controlled by
the City of Zhaoqing, were elected to the Board of Directors.
On February 13, 2003, Noble China Inc. announced that it had requested
and had been granted permission to voluntarily delist its common shares from the
Toronto Stock Exchange effective February 14, 2003.
Discussions between holders of a majority of the Debentures and
representatives of the City of Zhaoqing regarding a reorganization of Noble
China, Inc. resulted in a preliminary agreement in principle with respect to
settlement in full of the outstanding Debentures. Discussions between
representatives of the City of Zhaoqing and Pabst Brewing Company regarding a
reorganization of Noble China, Inc. and a restructuring of the master license
agreement that becomes effective on November 7, 2003 resulted in the execution
of a non-binding term sheet in March 2003. These agreements are both
conditional on Noble China, Inc. being able to implement a formal reorganization
of its debt and equity securities. The successful reorganization of Noble
China, Inc. is subject to the preparation and execution of definitive agreements
and a plan of reorganization, compliance with all applicable laws and
regulations, and the funding, approval and consummation of a court-approved
reorganization plan of Noble China, Inc. Accordingly, as a result of the
uncertainty with respect to these matters, there can be no assurances that Noble
China, Inc. will be successfully reorganized or that the Company and Noble
Brewery will be able to retain the right to produce and distribute Pabst Blue
Ribbon beer in China subsequent to November 7, 2003.
As of December 31, 2002, the Company and Noble Brewery have not
obtained a renewal of their respective Pabst Blue Ribbon sub-license agreements,
which expire on November 7, 2003. The inability of the Company or Noble Brewery
to obtain or renew 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 and Noble Brewery 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.
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 the City of Zhaoqing, Guangdong
Province, PRC. 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.
During March 1995, Zhaoqing Brewery discontinued production of all domestic
brands and commenced exclusive production of Pabst Blue Ribbon beer on a
full-scale basis. However, beer that does not meet Pabst Blue Ribbon quality
standards is generally packaged and distributed as local brand beer. With the
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implementation of the new brewing technology and the 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. Beginning in 2000, in
order to maximize production efficiencies at the reduced levels of sales volume,
Noble Brewery produced all of the beer sold by both Zhaoqing Brewery and Noble
Brewery.
In 2002, in anticipation of the possible non-renewal of Zhaoqing
Brewery's sub-license to produce Pabst Blue Ribbon beer, Zhaoqing Brewery has
commenced the production of various newly developed or modified local brand
beers in order to secure a source of revenues after the expiration of the Pabst
sub-license on November 7, 2003.
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. Noble Brewery has produced Pabst
Blue Ribbon beer since it commenced operations.
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.
Beginning in 2000, in order to maximize production efficiencies at the
reduced levels of sales volume, Noble Brewery produced all of the beer sold by
both Zhaoqing Brewery and Noble Brewery. Noble Brewery also commenced
production of various newly developed local brand beers in order to meet the
needs of the lower to medium market segment.
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 the City
of Zao Yang, 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.
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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.
In November 2002, High Worth JV and Zao Yang Brewery agreed to
contribute additional capital of RMB 24,444,500 to Zao Yang High Worth Brewery
in proportion to their respective equity interests of 55% and 45%. High Worth
JV contributed RMB 13,444,500 through a deduction from its intercompany balance
due from Zao Yang High Worth Brewery and Zao Yang Brewery made a cash
contribution of RMB 11,000,000 effective December 31, 2002.
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 the
City of Le Shan, Sichuan Province, which is approximately 160 kilometers from
Chengdu, 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
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 (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 the City of Jiutai,
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.
10
PABST BLUE RIBBON BEER
The majority of the beer currently produced by Noble Brewery and
Zhaoqing Brewery is Pabst Blue Ribbon beer. Zao Yang High Worth Brewery
produces some Pabst Blue Ribbon beer as well as other local beer such as "Di
Huang Quan" beer.
In 2002, 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 products of the breweries, and is
mainly packaged in 946 ml., 640 ml., 500 ml. and 355 ml. bottles 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., 500
ml. and 355 ml. bottles and 355 ml. cans accounted for approximately 1.5%,
38.8%, 1.6%, 4.9% and 29.9%, respectively, of the sales volume of the Company in
2002.
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.
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,
which represented 2.1% of the Company's total sales volume in 2001.
In 2002, the Marketing Company distributed 17,071 metric tons of Pabst
Blue Ribbon beer produced by Zao Yang High Worth Brewery, which represented
13.9% of the Company's total sales volume in 2002. 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.
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,
500 ml. and 355 ml.) alcohol content 3.4%
(w/w)
Draught beer Keg (30 liters) 11-degree malt
content,
alcohol content 3.4%
(w/w)
11
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 province of Guangdong. 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 131,035 metric tons
or approximately 1,114,000 barrels in 2002, a 0.1% decrease as compared to 2001.
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 131,924 metric tons
or approximately 1,120,000 barrels in 2001, a 23.4% decrease as compared to
2000.
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.
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 under the
name "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 low to middle (i.e.,
non-premium) market.
During 2002, the Company implemented a series of new sales programs to
launch various newly developed or modified local brand beers into the market,
including brands such as "Lanli", "Lancheng", "Lanshi", "Xile" and "Zhaopi".
Together with the local brand beer "Di Huang Quan" produced by Zao Yang High
Worth Brewery, the Company intends to increase its marketing efforts with
respect to these new local brands. If the Company is unable to obtain a new
sub-license to produce Pabst Blue Ribbon beer in China after November 7, 2003,
these new local brands would be expected to become the main product lines and
the major source of revenues for High Worth JV and Zao Yang High Worth Brewery
after the expiration of the Pabst sub-license on November 7, 2003. However,
pursuant to the joint venture agreement of Noble Brewery, the Company will
continue to manage the daily operations of Noble Brewery until the expiration of
the joint venture on June 10, 2013. In May 1999, Noble China Inc. 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 the PRC for 30 years commencing in November
2003. Accordingly, management currently believes that Noble Brewery will be
able to obtain a sub-license from Noble China Inc., the 60% shareholder of Noble
Brewery, to continue to produce and sell Pabst Blue Ribbon beer in China after
November 7, 2003, although there can be no assurances in this regard.
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 2000, 2001 and
2002. All breweries producing Pabst Blue Ribbon beer sold their Blue Ribbon
beer products to the Marketing Company for resale in 2000, 2001 and 2002.
12
As
Previously As Adjusted
Reported Adjusted(1) Net Sales
Net Sales Net Sales Volume Sold per Ton
----------- ----------- ------------- ----------
2000: (RMB'000) (RMB'000) (metric tons) (RMB'000)
Noble Brewery
Local Brands 654 654 213 3.1
Pabst Blue Ribbon 442,438 442,438 103,755 4.3
Zhaoqing Brewery
Local Brands 2,160 2,160 639 3.4
Pabst Blue Ribbon 224,760 224,760 53,169 4.2
Zao Yang High Worth Brewery
Local Brands 23,487 18,958 17,487 1.1
Pabst Blue Ribbon 3,617 3,353 1,023 3.3
Jilin Lianli Brewery
Local Brands 6,710 6,710 5,380 1.2
Marketing Company
Local Brands 824 824 219 3.8
Pabst Blue Ribbon 924,507 910,179 171,785 5.3
2001:
Noble Brewery
Local Brands 5,540 5,540 3,541 1.6
Pabst Blue Ribbon 314,712 292,273 81,291 3.6
Zhaoqing Brewery
Local Brands 2,784 2,784 1,770 1.6
Pabst Blue Ribbon 154,889 143,670 40,275 3.6
Zao Yang High Worth Brewery
Local Brands 28,402 27,207 15,935 1.7
Pabst Blue Ribbon 42,307 41,491 10,871 3.8
Marketing Company
Local Brands 14,753 14,753 5,108 2.9
Pabst Blue Ribbon 683,431 649,915 131,924 4.9
2002:
Noble Brewery
Local Brands 35,919 35,919 17,454 2.1
Pabst Blue Ribbon 294,952 292,506 81,973 3.6
Zhaoqing Brewery
Local Brands 18,004 18,004 8,725 2.1
Pabst Blue Ribbon 147,468 146,245 40,983 3.6
Zao Yang High Worth Brewery
Local Brands 14,881 13,589 13,979 1.0
Pabst Blue Ribbon 53,369 54,467 17,071 3.2
Marketing Company
Local Brands 71,582 71,582 25,164 2.8
Pabst Blue Ribbon 584,275 559,022 125,646 4.4
(1) The provisions of Emerging Issues Task Force ("EITF") No. 01-9, "Accounting
for Consideration Given by a Vendor to a Customer (Including a Reseller of the
Vendor's Products)", were adopted during 2002. The adoption of EITF No. 01-9
13
resulted in the reclassification of certain sales incentives previously
classified as selling expenses to a reduction from sales. Prior year amounts
have been reclassified to conform to the current year's presentation; this
reclassification had no effect on the Company's operating results. The amount
of sales incentives recorded as a deduction from sales in accordance with EITF
No. 01-9 was RMB 31,669,780, RMB 46,745,947 and RMB 19,121,816 for the years
ended December 31, 2002, 2001 and 2000, respectively.
SEASONALITY
The beer industry in China is seasonal. The Company's sales are
usually lowest in the months of February through May and highest in the months
of June 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.
Quality control experts were sent by Pabst US to Zhaoqing to teach brewery
personnel appropriate inspection techniques, quality control measures 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 23% of the direct cost of production, excluding
depreciation, of Pabst Blue Ribbon beer and 21% of domestic brand beers. Cost
of packaging represents approximately 61% of the total direct cost of
production, excluding depreciation, of Pabst Blue Ribbon beer and 44% 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.
14
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 broad geographic market in China, the Company is
constantly reviewing the methods for distributing its malt beverages.
TRANSPORTATION: During 2002, 6% of the Company's products sold were
shipped by rail tank cars from Zhaoqing to distributors throughout Guangdong
Province, and 80% were shipped from Zhaoqing by truck (65%) and by boat (15%)
directly to distributors throughout China. The remaining 14% of beer products
sold were produced by Zao Yang High Worth Brewery and were primarily distributed
within the Hubei 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. New customers or customers without
collateral but 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 one distributor in each region (except
for a large region in which more than one distributor may be appointed) to
ensure that such distributor devotes adequate efforts 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 2002.
During the year ended December 31, 2002, approximately RMB 79,665,545
was allocated to promotional advertising for Pabst Blue Ribbon beer and
approximately RMB 55,791,465 was allocated to other specific promotional
activities and incentives to distributors. In addition, approximately RMB
1,170,000 was allocated to advertising and promotional activities for other
local brand name beer in 2002. Advertising media includes television, radio,
billboards, magazines and newspapers. The Marketing Company also 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. In 2002, 2001 and 2000, certain promotional sales incentives
and sales bonuses given to distributors for their specific promotional
activities amounting to RMB 31,669,780, RMB 46,745,947 and RMB 19,121,816,
respectively, have been accounted for as a reduction in net sales, pursuant to
EITF 01-9, "Accounting for Consideration Given by a Vendor to a Customer
(Including a Reseller of the Vendor's Products)" (see "VOLUME OF BEER SOLD").
15
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 2003, and additional marketing and
advertising efforts will have to be implemented in order to maintain the market
leadership position of Pabst Blue Ribbon beer.
MARKETS: Difficulties in the Chinese beer market continued unabated
in recent years. Prices in general continued to decline due to aggressive
competition and over-capacity. It is estimated that nearly half of the total
beer production capacity in China was idle. There are about 600 breweries left
in the market in China. Larger national beer group are still vigorously
conducting their expansion plans in China through merger and acquisition in an
attempt to consolidate and broaden their market share in China.
Many breweries compete by selling their products at very low margins
and have switched their focus to cheaper local brands in their product portfolio
in order to maintain their production and sales volume.
Management anticipates that the market demand for higher-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 2003. 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-to-low priced products under separate labels to suit the
market's changing needs.
COMPETITION: Of the brands comprising the foreign premium sector,
Budweiser, Suntory, Pabst Blue Ribbon and San Miguel are the major market
leaders. Tsingtao, Yanjing and Zhujiang are major mainstream local premium
brands. Other companies seeking to develop market share in the Chinese market
include Heineken, Carlsberg, Beck's, Asahi, Miller, Foster's, Kirin, and Stella
Artois.
CAPITAL INVESTMENT
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 expended
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 expended
approximately RMB 8,400,000 and RMB 2,900,000, respectively, for renovating and
improving the existing machinery.
In 2002, Zao Yang High Worth Brewery, Zhaoqing Brewery and the
Marketing Company expended approximately RMB 5,300,000, RMB 2,400,000 and RMB
4,200,000, respectively, for renovating and improving the existing machinery,
and the acquisition of vehicles, branch office premises and office equipment.
Due to declining sales and diminishing working capital resources in
2002, the Company has revised its capital expenditures program. Approximately
25% of the 2002 annual repair and maintenance budget scheduled for Zhaoqing
Brewery and Noble Brewery has been deferred until 2003 or thereafter, or as when
required.
16
PRODUCT DEVELOPMENT
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
As of December 31, 2002, there were approximately 1,522 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 859 166 485 - 208
(2) Engineering, Technology
and Quality Control 100 17 49 - 34
(3) Management and
Administration 133 25 29 18 61
(4) Marketing 239 7 37 150 45
(5) Warehouse 105 18 51 - 36
(6) Others 86 16 18 20 32
----- -------- ------- --------- ----------
Total 1,522 249 669 188 416
===== ======== ======= ========= ==========
In 2002, labor costs (including the cost of benefits) accounted for
approximately 6.7%, 4.9% and 7.0% 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
approximately the same level in 2003 as compared to 2002.
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.
17
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 sub-license 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
sub-licensor under the License Agreement between Pabst Zhaoqing as sub-licensor,
and Noble Brewery and High Worth JV as sub-licensee, respectively, as described
below.
NOBLE BREWERY
By a Sub-license Agreement dated October 12, 1993 (the "Noble
Sub-license Agreement") between Pabst Zhaoqing and Noble Brewery and approved by
Pabst US, Pabst Zhaoqing granted to Noble Brewery a sub-license to use
beer-related Pabst trademarks, the non-exclusive right to produce beer in
accordance with its production capacity under the sub-licensed 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 Sub-license Agreement,
Pabst Zhaoqing agreed that, except with respect to the enterprises of Guangdong
Blue Ribbon, it would not grant further sub-licenses to any other enterprises in
Guangdong Province to use the Pabst trademarks thereby granted. At the time of
the Noble Sub-license Agreement, Zhaoqing Brewery was a member enterprise of
Guangdong Blue Ribbon.
HIGH WORTH JV/ZHAOQING BREWERY
By a Sub-license 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
sub-license to allow Zhaoqing Brewery to use Pabst trademarks to produce beer in
accordance with its production capacity under the sub-licensed 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 Sub-license
Agreement, Zhaoqing Brewery was entitled to produce Pabst Blue Ribbon beer in
Guangdong Province.
Under the terms of the High Worth Sub-license Agreement, High Worth JV
and/or its affiliates have the sole right to be granted further sub-licenses 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 sub-licenses 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 sub-licensing 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.
18
Other terms of the High Worth Sub-license 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.
ZAO YANG HIGH WORTH BREWERY
Pursuant to the terms of the Settlement Agreement and the High Worth
Sub-license Agreement, Guangdong Blue Ribbon granted a sub-license 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.
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. At that
time, Goldjinsheng was a wholly-owned subsidiary of Noble China Inc. and in
1998, the 60% equity interest in Noble Brewery was transferred to its fellow
subsidiary, Linchpin Holdings Limited. 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. In 2001, the
Company wrote-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'
19
interest in the profits of High Worth JV is in the same proportion (i.e., 60%)
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 a 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 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.
20
(b) High Worth JV and/or companies in which High Worth JV has an interest are
entitled to be granted a sub-license 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 sub-license 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 and development of the Chinese economy.
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
21
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 a time when the prevailing market rates have 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.
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
22
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.
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,
23
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 formerly 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.
Effective February 28, 2003, CBR Brewing Company, Inc. reincorporated
from the State of Florida in the United States to the British Virgin Islands
("BVI") by merging into its wholly-owned British Virgin Islands subsidiary, High
Worth Holdings Ltd ("Holdings"). This off-shore reincorporation was
accomplished for tax planning purposes, since all of the Company's assets and
operations are currently located in China and are expected to continue to be
located outside the United States in the future. Holdings was the surviving
corporation subsequent to the merger and possesses all rights, privileges,
powers and franchises and is subject to all the restrictions, disabilities and
duties of the dissolved Florida corporation. The reincorporation had no effect
on the Company's current business operations in China. On March 3, 2003,
Holdings changed its name to CBR Brewing Company Inc. (see BUSINESS - OVERVIEW).
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
24
The facilities of Noble Brewery and Zhaoqing Brewery are 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 49.2%, 49.2% and 56.9%,
respectively, of their theoretical brewing capacities during the year ended
December 31, 2002. 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. 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.
As a consequence of the preservation order, the remaining cash not
affected by such court order has been transferred either to High Worth JV or the
Marketing Company in trust and is being held on behalf of Noble Brewery for the
purpose of funding the operations of Noble Brewery. During the year ended
December 31, 2002, High Worth JV and the Marketing Company have utilized all the
cash held in trust for Noble Brewery for the purchase of raw materials and
settlement of the expenses on behalf of Noble Brewery. As a result, as of
December 31, 2002, High Worth JV and the Marketing Company did not hold any cash
in trust for Noble Brewery.
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 operating requirements in the near term.
In May 2002, Noble Brewery declared a dividend distribution of RMB
75,511,040, of which RMB 30,204,416 has been paid to High Worth JV, while the
dividend payable to Linchpin amounting to RMB 45,306,624 can only be remitted to
Linchpin when the preservation order is released and approval from the Foreign
Exchange Bureau is obtained.
On July 19, 2002, Noble China Inc. announced that the Shandong Court
ruled against it and ordered it to pay the amount of claims in the sum of
US$3,999,988 and RMB 20,000,000 plus legal costs of RMB 541,210, and interest
from June 21, 2001 within one month of the judgment. Noble China Inc. announced
that it would appeal the Shandong Court's decision to the Supreme Court of the
PRC.
25
On September 29, 2002, the Shandong Court issued a new preservation
order to those banks where Noble Brewery kept its previously frozen funds,
requesting them to extend the period of preservation for an additional six
months until end of March 2003.
On March 21, 2003, the Shandong Court further extended its
preservation order for another six months until September 23, 2003.
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, 2002.
26
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. was traded on
the OTC Bulletin Board under symbol "CBRB" until February 28, 2003. Effective
February 28, 2003, CBR Brewing Company, Inc. reincorporated from the State of
Florida in the United States to the British Virgin Islands ("BVI") by merging
into its wholly-owned British Virgin Islands subsidiary, High Worth Holdings
Ltd. ("Holdings"). Subsequent to the reincorporation, High Worth Holdings Ltd.
changed its name to CBR Brewing Company, Inc. effective March 14, 2003, and
began to trade on the OTC Bulletin Board under the new symbol "CBRAF".
During 2002 and 2001, 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 Yahoo Finance.
High Low
----- -----
Year Ended December 31, 2002:
Three Months Ended -
March 31, 2002 $0.25 $0.24
June 30, 2002 0.23 0.12
September 30, 2002 0.11 0.09
December 31, 2002 0.14 0.08
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
(b) Holders
As of March 31, 2003, the Company had 12 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
27
operation 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.
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, 2000, 2001 and 2002.
28
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, 1998, 1999, 2000, 2001 and 2002.
CBR Brewing Company, Inc.
(in RMB) and Subsidiaries
------------------------
Years Ended December 31,
-----------------------------------------------------------------------
2002 2001 2000 1999 1998
------------- ------------ ------------ ------------ --------------
(1) (1) (1) (1) (1)
Consolidated Statement
of Operations Data:
Sales, net of sales taxes 657,386,695 667,048,652 922,025,729 986,458,832 1,121,007,111
Gross profit 162,599,720 168,112,391 186,857,571 218,202,956 193,523,991
Operating loss (181,479,256) (47,055,065) (94,288,604) (412,431) (24,070,401)
Net income (loss) (210,303,836) (29,277,019) (28,905,192) 23,655,102 21,391,510
Net income (loss)
per common share (26.26) (3.66) (3.61) 2.95 2.67
Cash dividends declared per
common share -0- -0- -0- -0- -0-
As of December 31,
-------------------------------------------------------------------------
2002 2001 2000 1999 1998
------------- ------------- ------------- ------------- -------------
Consolidated Balance
Sheet Data:
Net working capital
Deficiency (319,548,354) (295,884,832) (274,731,879) (160,971,900) (192,019,443)
Total assets 591,240,769 693,313,494 782,793,235 822,467,276 870,426,327
Long-term liabilities 155,260 12,400,211 16,699,543 10,000,000 2,847,911
Advances from shareholders - - - 36,719,200 50,267,705
Shareholders' equity
(deficiency) (41,756,392) 168,547,444 197,824,463 226,555,203 202,202,300
(1) The provisions of Emerging Issues Task Force ("EITF") No. 01-9, "Accounting
for Consideration Given by a Vendor to a Customer (Including a Reseller of the
Vendor's Products)", were adopted during 2002. The adoption of EITF No. 01-9
resulted in the reclassification of certain sales incentives previously
classified as selling expenses to a reduction from sales. Prior year amounts
have been reclassified to conform to the current year's presentation. The
amount of sales incentives included as a deduction from sales in accordance with
EITF No. 01-9 was RMB 31,669,780, RMB 46,745,947 and RMB 19,121,816 for the
years ended December 31, 2002, 2001 and 2000, respectively. Determination of
the amount of sales incentives to be included as a deduction from sales in
accordance with EITF No. 01-9 for the years ended December 31, 1999 and 1998 is
not practicable. The reclassification had no effect on the Company's net income
(loss), working capital deficiency, shareholders' equity (deficiency) or
financial position.
29
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW:
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 Sub-license Agreement dated May 6, 1994 between Pabst
Zhaoqing and High Worth JV, High Worth JV acquired a sub-license 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 sub-license 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 7, 2003.
Effective February 28, 2003, CBR Brewing Company, Inc. reincorporated
from the State of Florida in the United States to the British Virgin Islands
("BVI") by merging into its wholly-owned British Virgin Islands subsidiary, High
Worth Holdings Ltd ("Holdings"). This off-shore reincorporation was
accomplished for tax planning purposes, since all of the Company's assets and
operations are currently located in China and are expected to continue to be
located outside the United States in the future. The reincorporation had no
effect on the Company's current business operations in China. On March 3, 2003,
Holdings changed its name to CBR Brewing Company Inc. (hereinafter referred to
as the "Company", which term shall include, when the context so requires, its
subsidiaries and affiliates) and the members of the Board of Directors were
replaced by the Board members of the Florida corporation.
The Agreement and Plan of Merger dated January 24, 2003 was approved
by majority of shareholders of each class of common stock outstanding as of
December 31, 2002. Holdings was the surviving corporation subsequent to the
merger and possesses all of the rights, privileges, powers and franchises and is
subject to all the restrictions, disabilities and duties of the dissolved
Florida corporation. Each Class A share of the Florida corporation was
converted into one fully paid and non-assessable (with no face value) Class A
share of capital stock of the BVI corporation and each Class B share of the
Florida corporation was converted into one fully paid and non-assessable (with
no face value) Class B share of capital stock of the BVI corporation. The
surviving BVI corporation assumed and continued the public reporting obligations
of the dissolved Florida corporation under the new OTC Bulletin Board trading
symbol "CBRAF", and the consolidated operating results of the Company continued
without interruption.
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").
30
MAJOR DEVELOPMENTS:
Noble China Inc. is a Canadian public company previously listed on the
Toronto Stock Exchange and 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.
Discussions between holders of a majority of the Debentures and
representatives of the City of Zhaoqing regarding a reorganization of Noble
China, Inc. resulted in a preliminary agreement in principle with respect to
settlement in full of the outstanding Debentures. Discussions between
representatives of the City of Zhaoqing and Pabst Brewing Company regarding a
reorganization of Noble China, Inc. and a restructuring of the master license
agreement that becomes effective on November 7, 2003 resulted in the execution
of a non-binding term sheet in March 2003. These agreements are both
conditional on Noble China, Inc. being able to implement a formal reorganization
of its debt and equity securities. The successful reorganization of Noble
China, Inc. is subject to the preparation and execution of definitive agreements
and a plan of reorganization, compliance with all applicable laws and
regulations, and the funding, approval and consummation of a court-approved
reorganization plan of Noble China, Inc. Accordingly, as a result of the
uncertainty with respect to these matters, there can be no assurances that Noble
China, Inc. will be successfully reorganized or that the Company and Noble
Brewery will be able to retain the right to produce and distribute Pabst Blue
Ribbon beer in China subsequent to November 7, 2003.
As of December 31, 2002, the Company and Noble Brewery have not
obtained a renewal of their respective Pabst Blue Ribbon sub-license agreements,
which expire on November 7, 2003. The inability of the Company or Noble Brewery
to obtain or renew 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 and Noble Brewery 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., 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.
Noble China Inc. recently publicly reported that it was experiencing
severe financial difficulties, was unable to meet its financial commitments and
was insolvent, and was considering various courses of action.
On July 22, 2002, Noble China Inc. held its Annual and General Meeting
of Shareholders. A Special Meeting of Shareholders and a Meeting of Debenture
holders were also held on July 22, 2002 to seek approval for certain amendments
to the 9% Convertible Subordinated Debentures and to the Trust Indenture
governing the Debentures. Noble China Inc. has CN$30,000,000 of outstanding
Debentures. As a result of ongoing discussions between the major Debenture
holders and the City of Zhaoqing, which is indirectly a major shareholder of
Noble China Inc., regarding a possible restructuring of Noble China Inc., the
amendments to the Debentures and to the Trust Indenture were not presented for a
vote at the Special Meeting of Shareholders and at the Meeting of Debenture
holders; both such meetings were instead adjourned to times and places to be
determined. The Board of Directors of Noble China Inc. was re-elected and
confirmed its short-term assistance to facilitate the negotiations between the
31
major shareholder of Noble China Inc. and the major Debenture holders. The
Directors of Noble China Inc. indicated that if the major shareholder and major
Debenture holders could not reach a resolution on an appropriate restructuring
plan that the Board of Directors could support in the interest of all
shareholders and Debenture holders within 60 days, the Board of Directors would
resign.
On September 3, 2002, Noble China Inc.'s report for the three months
ended June 30, 2002 disclosed that although the major shareholder and the major
Debenture holders were continuing their discussions, no meaningful process had
been noted and the Directors planned to resign on September 20, 2002.
On September 24, 2002, a press release by Noble China Inc. announced
that one of its three directors had resigned on September 20, 2002, and that the
remaining two directors intended to resign. On November 12, 2002, Noble China
Inc. held a meeting of shareholders to elect a new Board of Directors to consist
of three members; three candidates nominated by Lan Wei, the major shareholder
of the Company, were elected to the Board of Directors.
On February 13, 2003, Noble China Inc. announced that it has requested
and has been granted permission to voluntarily delist its common shares from the
Toronto Stock Exchange effective from February 14, 2003.
On April 3, 2002, Noble Brewery was served with a preservation order
from the High Court of Shandong Province freezing a portion of its bank accounts
with aggregate balances of approximately RMB35,700,000, in connection with
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
asserting a total claim against Noble China Inc. of approximately RMB53,100,000.
Noble China Inc., through its wholly-owned subsidiary, Linchpin, owns a 60%
interest in Noble Brewery.
The court order specified that a total of RMB53,100,000 was to be
retained by Noble Brewery pending resolution of the litigation. Accordingly, in
addition to the RMB35,700,000 of funds frozen, Noble Brewery will also be
obligated to withhold potential dividend distributions or equity interests due
to Linchpin of RMB17,400,000. 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.
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.
In May 2002, Noble Brewery declared a dividend distribution of
RMB75,511,040, of which RMB30,204,416 has been paid to High Worth Brewery, while
the dividend payable to Linchpin amounting to RMB45,306,624 can only be remitted
to Linchpin when the preservation order is released and approval from the
Foreign Exchange Bureau is obtained.
On July 19, 2002, Noble China Inc. announced that the Shandong Court
ruled against it and ordered it to pay the amount of claims in the sum of
US$3,999,988 and RMB20,000,000 plus legal costs of RMB541,210, and interest from
June 21, 2001 within one month of the judgment. Noble China Inc. announced that
it would appeal the Shandong Court's decision to the Supreme Court of the PRC.
On September 23, 2002, the Shandong Court issued a new preservation
order to those banks where Noble Brewery kept its previously frozen funds,
requiring them to extend the period of preservation for an additional six months
until March 23, 2003. On March 21, 2003, the Shandong Court further extended
its Preservation Order for another six months to September 23, 2003.
32
During the three months ended June 30, 2002, as a result of the
uncertainty with respect to the renewal of the Pabst Blue Ribbon sub-license and
the continuing negotiations between the Company's major shareholder and the
major Debenture holders of Noble China Inc. regarding the future of Noble China
Inc., combined with reduced sales, continuing operating losses and various legal
and business issues, the Company conducted an evaluation of the carrying value
of its property, plant and equipment. As a result of this evaluation, the
Company recorded a provision for impairment of RMB 40,000,000 with respect to
the property, plant and equipment of Zhaoqing Brewery.
During the three months ended September 30, 2002, due to a further
decrease in sales, the Company re-evaluated the carrying value of its property,
plant and equipment, as well as the related estimated cash flows. As a result
of this re-evaluation, the Company recorded an impairment charge of RMB
29,000,000 with respect to Zao Yang High Worth Brewery. As a result of these
evaluations, the Company recorded total impairment charges of RMB 40,000,000 and
RMB 69,000,000 for the three months and nine months ended September 30, 2002,
respectively.
In December 2002, the Company conducted a subsequent test and review
of its previous assumptions and calculation adopted with respect to the
estimates of those impairment charges recorded in its quarterly reports for the
three months ended June 30, 2002 and September 30, 2002. The Company determined
that some of the assumptions made in the calculations of those impairment
estimations should be amended to include land use rights, buildings and
construction in progress. As a result, the provision for impairment for the
three months ended June 30, 2002 with respect to Zhaoqing Brewery should have
been recorded as RMB 82,000,000, instead of RMB 40,000,000. The provision for
impairment for the three months ended September 30, 2002 with respect to Zao
Yang High Worth Brewery should have been recorded as RMB 42,000,000, instead of
RMB 29,000,000. Accordingly, as a result of these revisions, the Company's
provision for impairment has been restated as RMB 82,000,000 and RMB 82,000,000
for the three months and six months ended June 30, 2002, respectively; and as
RMB 42,000,000 and RMB 124,000,000 for the three months and nine months ended
September 30, 2002, respectively.
During the three months ended December 31, 2002, the Company further
evaluated the carrying value of its land use rights, buildings, plant, machinery
and equipment, and construction in progress, as well as the related estimated
cash flows. As a result of this re-evaluation, the Company recorded a further
impairment charge of RMB 20,000,000 with respect to Zao Yang High Worth Brewery.
As a result of the aforesaid evaluations and re-evaluations, during the year
ended December 31, 2002, the Company recorded total impairment charges of RMB
144,000,000, consisting of RMB 82,000,000 with respect to Zhaoqing Brewery and
RMB 62,000,000 with respect to Zao Yang High Worth Brewery.
These impairment charges were based on assumptions regarding the
Company's future cash flows and other factors used to determine the fair value
of its land use rights, buildings, plant, machinery and equipment, and
construction in progress, including that the assumption that High Worth JV and
Zao Yang High Worth Brewery will not be granted a renewal of the sub-license to
produce Pabst Blue Ribbon beer after the existing sub-license expires on
November 7, 2003 and that the operations of these two breweries will then rely
on the production and sale of other newly developed local brand beers, as well
as the equity in income from Noble Brewery, which is expected to continue the
production and sale of Pabst Blue Ribbon beer. If these estimates or the
related assumptions change adversely in the future, the Company may be required
to record an additional impairment charge in the future.
During the three months ended March 31, 2003, the Company and Noble
Brewery experienced significant decreases in sales and continuing operating
losses. The Company and Noble Brewery are in the preliminary stages of
33
assessing the potential effect, if any, that this development may have on the
Company's financial position and results of operations at March 31, 2003,
including a possible further impairment charge with respect to property, plant
and equipment.
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, had a working capital deficit at December 31, 2002, and
certain bank borrowing agreements as of December 31, 2002 had expired. The
Company's Pabst Blue Ribbon sub-license agreement will expire on November 7,
2003 and the severe financial difficulties and management and other
uncertainties of Noble China Inc. may impact the Company's associated company,
Noble Brewery, and the ability of Noble China Inc. to renew or grant
sub-licenses to the Company and Noble Brewery to continue to produce and
distribute Pabst Blue Ribbon beer in China after November 7, 2003. 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 2002, the Company implemented a series of new sales programs to
launch various newly developed or modified local brand beers into the market,
including brands such as "Lanli", "Lancheng", "Lanshi", "Xile" and "Zhaopi".
Together with the local brand beer "Di Huang Quan" produced by Zao Yang High
Worth Brewery, the Company intends to increase its marketing efforts with
respect to these new local brands. If the Company is unable to obtain a new
sub-license to produce Pabst Blue Ribbon beer after November 7, 2003, these new
local brands would be expected to become the main product lines and the major
source of revenues for High Worth Brewery and Zao Yang High Worth Brewery after
the expiration of the Pabst sub-license on November 7, 2003. However, pursuant
to the joint venture agreement of Blue Ribbon Noble, the Company will continue
to manage the daily operation of Blue Ribbon Noble until the expiration of the
joint venture on June 10, 2013. In May 1999, Noble China Inc. 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.
Accordingly, management currently believes that Noble Brewery will be able to
obtain a sub-license from Noble China Inc., the 60% shareholder of Noble
Brewery, to continue to produce and sell Pabst Blue Ribbon beer in China after
November 7, 2003, although there can be no assurances in this regard.
During 2002 the Company experienced decreased net sales and a net loss
for the third successive year, diminished working capital, and intense
competition. The Company expects that these pressures will continue in 2003,
resulting in continuing net losses, at least for the remainder of 2003. 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. In January 2003, the Company reorganized its marketing
teams by reducing the number of branch offices from 15 to 6. Management
believes that the reduction in branch offices will enhance the implementation of
its marketing strategies through clearer responsibilities and can allow its
sales force to more effectively attempt to arrest the decline in sales volume.
However, there can be no assurances that the Company will become profitable in
the near future. The Company may consider more severe restructuring
alternatives if it is unable to operate profitably in the near future.
34
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, 2003. If the foregoing assumptions prove to be inaccurate, the
Company's cash flow may be adversely affected, which would negatively impact the
ability of the Company to conduct operations at current levels and continue as a
going concern.
APPLICATION OF 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, impairment of assets 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.
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, 2002, the total value of the
Company's interest in Noble Brewery was approximately RMB 213,760,312,
representing 36.2% of the Company's total assets. The net sales of Noble
Brewery in 2002 decreased by approximately RMB 30,611,157 or 10.3% to RMB
328,424,510 as compared to 2001. The Company's share of net (loss) income from
Noble Brewery also increased by RMB 24,053,262 or 271.7% from net income of RMB
8,853,607 in 2001 to net loss of RMB 15,199,655 in 2002. At December 31, 2002,
the net cost of property, plant and equipment of Noble Brewery was approximately
RMB 226,776,229, which accounted for 38.4% of the Company's total assets.
During 2002, Noble Brewery recorded a provision for impairment of
property, plant and equipment of RMB 101,500,000. In assessing the impairment
of its interest in an associated company, the Company uses assumptions regarding
the estimated future cash flows and other factors to determine the fair value of
its investment, including the assumption that Noble Brewery is more likely than
not (probability of 80% assumed) to continue the production and sale of Pabst
Blue Ribbon beer in China after November 7, 2003. If these estimates or the
related assumptions change in the future, the Company may be required to record
additional impairment charges for this investment.
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
35
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 land use rights, buildings,
plant, machinery and equipment, and construction in progress. At December 31,
2002, net of the impairment charge of RMB 144,000,000, the net value of
property, plant and equipment was RMB 64,186,910, which accounted for 10.9% of
the Company's total assets. At December 31, 2001, the net value of property,
plant and equipment was RMB 217,668,104, which accounted for 31.4% of the
Company's total assets. In assessing the impairment of land use rights,
buildings, plant, machinery and equipment, and construction in progress, the
Company makes 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 adversely in the future, the Company
may be required to record an additional impairment charge.
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 accounting during 2002.
The Company records a full allowance for accounts receivable that have
been outstanding in excess of 365 days. For accounts receivable that have been
outstanding for 365 days or less, the Company determines an appropriate
allowance based on individual circumstances.
CONSOLIDATED RESULTS OF OPERATIONS:
The information presented below includes the reclassification and
adjustment made pursuant to EITF 01-9, "Accounting for Consideration Given by a
Vendor to a Customer (Including a Reseller of the Vendor's Products)". Certain
promotional and sale incentive expenses have been reclassified as a reduction to
sales price. This reclassification had no effect on operating results.
YEARS ENDED DECEMBER 31, 2002 AND 2001:
SALES:
For the year ended December 31, 2002, net sales were RMB 657,386,695,
as compared to net sale of RMB 667,048,652 for the year ended December 31, 2001.
Approximately 87% and 94% of total sales in 2002 and 2001, respectively, were
from the sale of products with the Pabst Blue Ribbon brand name.
During the year ended December 31, 2002, net sales of beer products
decreased by RMB 9,661,957 or 1.4% to RMB 657,386,695, as compared to RMB
667,048,652 for the year ended December 31, 2001. The Company sold 170,102
metric tons of beer to distributors in 2002 as compared to 152,967 metric tons
of beer in 2001, an increase of 11%. The increase in sales volume during the
year ended December 31, 2002 as compared to the year ended December 31, 2001 was
mainly attributable to the increase in the sales volume of local beer, whereas
the decrease in net sales value of beer products was primarily attributable to
the lowering of the selling price for some of the Pabst Blue Ribbon beer
36
products in order to encourage distributors to increase their respective
promotional activities.
During the year ended December 31, 2002, Zhaoqing Brewery sold 49,708
metric tons of beer, of which 40,983 metric tons (82.4%) were Pabst Blue Ribbon
beer and 8,725 metric tons (17.6%) were local brand beer. In 2002, Zhaoqing
Brewery sold all of the Pabst Blue Ribbon beer produced to the Marketing Company
for resale. During the year ended December 31, 2001, Zhaoqing Brewery sold
42,045 metric tons of beer to the Marketing Company, of which 40,275 metric tons
(95.8%) were Pabst Blue Ribbon beer and 1,770 metric tons (4.2%) were local
brand beer. Total beer sold by Zhaoqing Brewery increased by 7,663 metric tons
or 18.2% in 2002 as compared to 2001.
During the years ended December 31, 2002 and 2001, Sichuan Brewery
sold nil metric tons and 3,224 metric tons of beer, respectively, to the
Marketing Company, all of which was Pabst Blue Ribbon beer.
During the year ended December 31, 2002, Zao Yang High Worth Brewery
sold 31,050 metric tons of beer, of which 17,071 metric tons (54.9%) were Pabst
Blue Ribbon beer and 13,979 metric tons (45.1%) were local brand beer. During
the year ended December 31, 2002, Zao Yang High Worth Brewery sold all of 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, 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.
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 2002 and 2001 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, 2002, total gross profit was RMB
162,599,720 or 24.7% of total net sales, as compared to total gross profit of
RMB 168,112,391 or 25.2% of total net sales for the year ended December 31,
2001.
The Company expects that it will experience pressure on its gross
profit margin in 2003 as a result of a continuing softness in consumer demand
for foreign premium beer in China, which the Company believes is attributable to
consumers shifting to lower-priced but improved quality local beer products, and
increasing competition from foreign and local premium brand beers.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
For the year ended December 31, 2002, selling, general and
administrative expenses were RMB 199,462,346 or 30.3% of net sales, consisting
of selling expenses of RMB 136,627,010 and general and administrative expenses
of RMB 62,835,336. Net of the allowance for doubtful accounts of RMB 18,411,931
recorded during 2002, general and administrative expenses were RMB 44,423,405.
For the year ended December 31, 2001, selling, general and
administrative expenses were RMB 186,528,058 or 28.0% of net sales, consisting
of selling expenses of RMB 125,576,585 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.
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 11,050,425 or 8.8% in 2002 as
37
compared to 2001, and increased as a percent of net sales, to 20.8% in 2002 from
18.8% in 2001. Selling expenses increased in 2002 as compared to 2001, both on
an absolute basis and as a percentage of sales, as a result of the Company
continuing its expanded 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.
In 2002 and 2001, certain promotional and sales incentives provided to
distributors for their specific promotional activities amounting to RMB
31,669,780 and RMB 46,745,947, respectively, have been accounted for as a
reduction in net sales, pursuant to EITF 01-9, "Accounting for Consideration
Given by a Vendor to a Customer (Including a Reseller of the Vendor's
Products)".
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, 2002, advertising and promotional
expenses totaling approximately RMB 57,642,117 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 2003, 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, 2002 and 2001, the Marketing Company
incurred operating losses of RMB 37,018,292 and RMB 25,248,517, 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 increased by RMB 6,451,455 or 17.0% in 2002
as compared to 2001, and as a percentage of net sales, to 6.8% in 2002 from 5.7%
in 2001. General and administrative expenses increased in 2002 as compared to
2001 as a result of increased personnel costs and the legal and consulting costs
incurred with respect to the reincorporation of the Company.
38
The allowance for doubtful accounts, which is calculated based
primarily on the age of outstanding accounts receivable, decreased to 2.8% of
net sales in 2002 as compared to 3.4% of net sales in 2001, as a result of a
decrease in net sales. Accounts receivable are typically outstanding for a
longer period of time in China than in the United States.
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 property, plant 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 property, plant and equipment of
RMB 2,750,000. 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.
During the year ended December 31, 2002, as a result of the
uncertainty with respect to the renewal of the Pabst Blue Ribbon sub-license and
continuing negotiations between the Company's major shareholder and the major
Debenture holders of Noble China Inc. regarding the future of Noble China Inc.,
combined with reduced sales, continuing operating losses and various legal and
business issues, the Company conducted an evaluation of the carrying value of
its land use rights, buildings, machinery and equipment, and construction in
progress, as well as the related expected future cash flows. As a result of
this evaluation, the Company recorded a provision for impairment of RMB
82,000,000 and RMB 62,000,000 with respect to Zhaoqing Brewery and Zao Yang High
Worth Brewery, respectively, representing a total impairment charge of RMB
144,000,000 for 2002. These impairment charges were based on certain
assumptions regarding the Company's future cash flows and other factors used to
determine the fair value of the Company's land use rights, plant, machinery and
equipment, and construction in progress, including the assumption that High
Worth JV and Zao Yang High Worth Brewery will not be granted a renewal of the
sub-license to produce Pabst Blue Ribbon beer in China after the existing
sub-license expire on November 7, 2003 and the operations of these two breweries
will then rely on the production and sale of other newly developed local brand
beers as well as the equity in income from Noble Brewery, which will continue
the production and sale of Pabst Blue Ribbon beer.. If these estimates or the
related assumptions change adversely in the future, the Company may be required
to record an additional impairment charge.
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
from Zhaoqing Brewery and the Marketing Company totaled RMB 20,396,494 and RMB
1,912,742, respectively. As a result, the Company recorded restructuring costs
of RMB 22,309,236 for the year ended December 31, 2001. In addition,
restructuring and termination payments to the employees of Noble Brewery were
RMB 8,729,830, of which RMB 3,491,932 was included in the equity in earnings of
an associated company.
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
39
of whom possessed 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 possessed indirectly more than 10% of the total combined voting
power of all classes of common stock of the Company. 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.
As at December 31, 2002, there were 60,000 options and 140,000 options
outstanding and exercisable at prices of US$4.26 and US$0.72, respectively,
while the other 600,000 options previously granted had either been forfeited due
to the resignation of the recipients or expired at the end of the option term.
All stock options were issued at not less than fair market value on
the date of issuance. The stock options issued to consultants 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. The Company did not record any compensation expense with respect to
stock options in 2002 or 2001.
OPERATING LOSS:
For the year ended December 31, 2002, the operating loss was RMB
181,479,256, as compared to an operating loss of RMB 47,055,065 for the year
ended December 31, 2001. The increase in operating loss in 2002 as compared to
2001 is primarily attributable to the provision for impairment of property,
plant and equipment.
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 2003, excluding the allowance for doubtful
accounts. These reallocated costs are reflected in the operating results of
Zhaoqing Brewery and Noble Brewery. The Marketing Company's operating loss
increased by RMB 11,769,775 to RMB 37,018,292 for the year ended December 31,
2002, as compared to RMB 25,248,517 for the year ended December 31, 2001.
INTEREST INCOME AND INTEREST EXPENSE:
For the year ended December 31, 2002, interest income was RMB 576,729,
as compared to interest income of RMB 724,375 for the year ended December 31,
2001. The decrease in interest income in 2002 of RMB 147,646 or 20.4% as
compared to 2001 was primarily the result of a decrease in bank interest rates
and a decrease in average bank balances during 2002.
40
For the year ended December 31, 2002, interest expense, net of amounts
capitalized, was RMB 7,751,522, as compared to RMB 7,833,887 for the year ended
December 31, 2001. The decrease in interest expense in 2002 of RMB 82,365 or
1.1% as compared to 2001 was primarily the result of a slight decrease in bank
interest rates.
INCOME TAXES:
The two-year 100% 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, 2002, income tax expense was RMB 325,894. For the year
ended December 31, 2001, income tax expense was RMB 40,000. 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, Holdings is the ultimate partner in
these partnerships. The Company will only be taxed when taxable distributions
are received from Holdings. Holdings has no current intention of making any
income distributions.
Effective February 28, 2003, CBR Brewing Company, Inc. reincorporated
from the State of Florida in the United States to the British Virgin Islands by
merging into its wholly-owned British Virgin Islands subsidiary, High Worth
Holdings Ltd. This off-shore reincorporation was accomplished for tax planning
purposes, since all of the Company's assets and operations are currently located
in China and are expected to continue to be located outside the United States in
the future. The reincorporation had no effect on the Company's current business
operations in China.
MINORITY INTERESTS:
As a result of the substantial operating losses incurred by the
Company during the years ended December 31, 2002 and 2001, 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, 2002 reflected an aggregated debit balance of
RMB 108,386,516. Since the minority interest parties have no legal obligation
to fund these obligations to the Company, the debit balance of RMB 108,386,516
was charged to operations during the year ended December 31, 2002. The Company
expects to continue to charge to operations any future debit balances of the
minority interest parties.
NET LOSS:
For the year ended December 31, 2002, net loss was RMB 210,303,836
(RMB 26.26 per share), as compared to a net loss of RMB 29,277,019 (RMB 3.66 per
share) for the year ended December 31, 2001.
YEARS ENDED DECEMBER 31, 2001 AND 2000:
SALES:
For the year ended December 31, 2001, net sales were RMB 667,048,652
as compared to net sale of RMB 922,025,729 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
41
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 254,977,077 or 27.7% to RMB 667,048,652, as compared to RMB
922,025,729 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 of 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 of 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.
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
168,112,391 or 25.2% of total net sales, as compared to total gross profit of
RMB 186,857,571 or 20.3% of total net sales for the year ended December 31,
2000. Gross profit decreased due to the reclassification of certain promotional
and sales incentive expenses of RMB 46,745,947 and RMB 19,121,816 for 2001 and
2000, respectively, as a reduction in sales revenue pursuant to EITF 01-9.
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,
42
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.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
For the year ended December 31, 2001, selling, general and
administrative expenses were RMB 186,528,055 or 28.0% of net sales, consisting
of selling expenses of RMB 125,576,585 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 274,949,770 or 29.8% of net sales, consisting
of selling expenses of RMB 191,880,575 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 66,303,990 or 34.6% in 2001
as compared to 2000, and decreased as a percent of net sales, to 18.8% in 2001
from 20.8% 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.
In 2001 and 2000, certain promotional and sales incentives provided to
distributors for their specific promotional activities amounting to RMB
46,745,947 and RMB 19,121,816, respectively, have been accounted for as a
reduction in net sales, pursuant to EITF 01-9, "Accounting for Consideration
Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products".
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
43
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.
Accounts receivable are typically outstanding for a longer period of time in
China than in the United States.
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 property, plant 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 property, plant and equipment of
RMB 2,750,000. 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
from Zhaoqing Brewery and the Marketing Company totaled RMB 20,396,494 and RMB
1,912,742, respectively. As a result, the Company recorded restructuring costs
of RMB 22,309,236 for the year ended December 31, 2001. In addition,
restructuring and termination payments to the employees of Noble Brewery were
RMB 8,729,830, of which RMB 3,491,932 was included in the equity in earnings of
an associated company.
FAIR VALUE OF STOCK OPTIONS ISSUED FOR SERVICES RENDERED:
44
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 possessed 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 possessed indirectly more than 10% of the total combined voting
power of all classes of common stock of the Company. 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.
All stock options were issued at not less than fair market value on
the date of issuance. The stock options issued to consultants 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.
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.
45
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 100% 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.
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.
NOBLE BREWERY:
The information presented below includes reclassifications made
pursuant to EITF No. 01-9, "Accounting for Consideration Given by a Vendor to a
Customer (Including a Reseller of the Vendor's Products)", to reflect certain
promotional and sales incentives provided to distributors for their specific
promotional activities, which have been accounted for as a reduction in net
sales.
YEARS ENDED DECEMBER 31, 2002 AND 2001:
SALES:
For the year ended December 31, 2002, net sales were RMB 328,424,510,
as compared to net sales of RMB 297,813,353 for the year ended December 31,
2001.
46
During the year ended December 31, 2002, Noble Brewery sold 99,427
metric tons of beer, almost all to the Marketing Company. During the year ended
December 31, 2001, Noble Brewery sold 84,832 metric tons of beer, almost all to
the Marketing Company. Total beer sold increased by 14,595 metric tons or 17.2%
from 2001 to 2002, primarily as a result of the increase in the sales of local
beer.
GROSS PROFIT:
For the year ended December 31, 2002, gross profit was RMB 82,878,946
or 25.2% of net sales, as compared to gross profit of RMB 81,650,700 or 27.4% of
net sales for the year ended December 31, 2001. The decrease in the gross
profit margin of 2.2% in 2002 as compared to 2001 was a result of 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, as well as the lower margin contribution from local beer.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
For the year ended December 31, 2002, selling, general and
administrative expenses were RMB 76,140,015 (23.2% of net sales), consisting of
selling expenses of RMB 39,836,981 and general and administrative expenses of
RMB 36,303,034. Net of an allowance for doubtful accounts of RMB 10,700,000 for
the year ended December 31, 2002, general and administrative expenses were RMB
25,603,034. For the year ended December 31, 2001, selling, general and
administrative expenses were RMB 60,970,075 (20.5% of net sales), consisting of
selling expenses of RMB 19,570,644 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. Selling expenses consist of advertising and promotional expenses,
warehousing, storage and freight costs.
As of December 31, 2002 and 2001, Noble Brewery recorded an allowance
for doubtful accounts of RMB 10,700,000 and RMB 14,000,000, 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, 2002 and 2001.
Selling expenses increased by RMB 20,266,337 in 2002 as compared to
2001, and represented 12.1% of net sales in 2002 as compared to 6.6% of net
sales in 2001, 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 5,096,397 or 12.3% in 2002 as
compared to 2001, and represented 11.1% of net sales in 2002 as compared to
13.9% of net sales in 2001. Excluding the allowance for doubtful accounts,
general and administrative expenses decreased by RMB 1,796,397 or 6.6% in 2002
as compared to 2001. General and administrative expenses decreased in 2002 as
compared in 2001 primarily as a result of reduction in personnel associated
costs and effective cost control measures.
In 2002 and 2001, certain promotional and sales incentives provided to
distributors for their specific promotional activities amounting to RMB
2,446,170 and RMB 22,438,789, respectively, have been accounted for as a
reduction in net sales, pursuant to EITF 01-9, "Accounting for Consideration
Given by a Vendor to a Customer (Including a Reseller of the Vendor's
Products)".
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT:
During the year ended December 31, 2002, as a result of reduced sales
and continuing operating losses, Noble Brewery conducted an evaluation of the
carrying value of its property, pland and equipment, as well as the related
estimated future cash flows, which included the assumption that Noble Brewery
47
would, more likely than not (assumed probability of 80%), obtain the renewal of
the Pabst Blue Ribbon sub-license from its major shareholder prior to the
expiration of the existing sub-license on November 7, 2003. As a result of this
evaluation, Noble Brewery recorded a provision for impairment of property, plant
and equipment of RMB 101,500,000 for 2002. If these estimates or the related
assumptions change adversely in the future, Noble Brewery may be required to
record an additional impairment charge.
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, 2002, operating loss was
RMB94,761,069, as compared to an operating income of RMB 11,950,795 for the year
ended December 31, 2001.
INTEREST INCOME AND INTEREST EXPENSE:
For the year ended December 31, 2002, interest income was RMB 986,071,
as compared to interest income of RMB 1,042,345 for the year ended December 31,
2001, due primarily to average bank balances and bank deposit interest rates
being lower in 2002.
For the year ended December 31, 2002, interest expense was RMB 7,155,
as compared to interest expense of RMB 106,977 for the year ended December 31,
2001, as a result of decrease in discounting bills receivable in 2002.
INCOME TAXES:
For the year ended December 31, 2002, the Company recorded an income
tax credit of RMB 9,128,432, which consisted of RMB 4,089,568 for PRC income
taxes and RMB 13,218,000 for deferred income tax credits, as a result of the
reversal of temporary timing differences with respect to accelerated
depreciation of property, plant and equipment. 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. 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, 2002, net loss was RMB 83,362,154, as
compared to a net income of RMB 7,369,305 for the year ended December 31, 2001.
YEARS ENDED DECEMBER 31, 2001 AND 2000:
SALES:
For the year ended December 31, 2001, net sales were RMB 297,813,353,
as compared to net sales of RMB 443,092,393 for the year ended December 31,
2000.
48
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 81,650,700
or 27.4% 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 6.9% 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 60,970,075 (20.5% of net sales), consisting of
selling expenses of RMB 19,570,644 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 well as promotional and advertising expenses commencing July 1, 2001.
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 17,277,333 in 2001 as compared to
2000, and represented 6.6% 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.
In 2001 and 2000, certain promotional and sales incentives provided to
distributors for their specific promotional activities amounting to RMB
22,438,789 and RMB nil, respectively, have been accounted for as a reduction in
net sales, pursuant to EITF 01-9, "Accounting for Consideration Given by a
Vendor to a Customer (Including a Reseller of the Vendor's Products)".
RESTRUCTURING COSTS:
49
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.
CONSOLIDATED FINANCIAL CONDITION - DECEMBER 31, 2002:
LIQUIDITY AND CAPITAL RESOURCES:
Short-Term Loan to Lan Wei. On March 24, 2003, the Board of Directors
of the Company and High Worth JV approved a short-term loan of RMB 46,000,000
from High Worth JV to Lan Wei, a company controlled by the City of Zhaoqing that
is the controlling shareholder of the Company. Of such amount, RMB 20,000,000
is to be invested in businesses affiliated with Lan Wei that sell beverage
containers to the Company and RMB 26,000,000 is to be used to facilitate the
reorganization or restructuring of Noble China, Inc. (see "OVERVIEW AND MAJOR
DEVELOPMENTS" above). Lan Wai has agreed to repay the RMB 20,000,000 loan by
June 30, 2003. The RMB 26,000,000 is being held in a bank escrow account, and
will be repaid to the Company if and when it is determined that it is not
possible to file a confirmable plan of reorganization or implement an
out-of-court restructuring of Noble China, Inc., but in no event later than
December 31, 2003. The loans bear interest at 3.9% per annum.
During the past few years, Lan Wei has invested substantial capital in
Noble China, Inc. and the Company, and has also used its relationships to
50
arrange for substantial bank financing for the Company, in order to facilitate
the strategic development of the Pabst Blue Ribbon beer business in China. Lan
Wei believes that a successful reorganization or restructuring of Noble China,
Inc. is in the long-term interest of the Company and Noble Brewery, as it will
assure such entities the right to produce and distribute Pabst Blue Ribbon beer
in China for a period of thirty years from November 7, 2003.
If and when Noble China, Inc. is successfully reorganized or
restructured, it is expected that the Company will receive a sub-license or an
assignment of the license to produce and distribute Pabst Blue Ribbon in China,
and that the Company will have the option to have the RMB 26,000,000 loan repaid
by the transfer to the Company of any assets that Lan Wei may acquire in
conjunction with a reorganization or restructuring of Noble China, Inc. with a
fair value equivalent to the loan amount.
Operating. For the year ended December 31, 2002, the Company's
operations provided cash resources of RMB 28,527,645, as compared to RMB
10,083,167 for the year ended December 31, 2001, primarily as a result of an
increase in cash flows related to bills receivable, prepayments and deposits,
accrued liabilities, amount due to an associated company and sales taxes
payable, offset in part by a decrease in cash flows related to accounts
receivable, amounts due from related companies and accounts payable. The
Company's cash balance increased by RMB 45,708,592 to RMB 117,075,072 at
December 31, 2002, as compared to RMB 71,366,480 at December 31, 2001. The
Company's net working capital deficit increased by RMB 23,663,522 to RMB
319,548,354 at December 31, 2002, as compared to RMB 295,884,832 at December 31,
2001, and the Company had a current ratio at December 31, 2002 of 0.50:1, as
compared to 0.42:1 at December 31, 2001.
The Company recorded a provision for doubtful accounts of RMB
18,411,931 for the year ended December 31, 2002, as compared to RMB 22,979,523
for the year ended December 31, 2001. During the year ended December 31, 2002,
a provision for doubtful accounts of RMB 32,052,974 was written off against
accounts receivable. As of December 31, 2002 and 2001, the allowance for
doubtful accounts was RMB 90,991,024 and RMB 104,632,067, respectively. As a
percent of total accounts receivable, the allowance for doubtful accounts was
44.2% and 63.6% at December 31, 2002 and 2001, respectively. Net of an
allowance for doubtful accounts of RMB 18,411,931 for the year ended December
31, 2002, accounts receivable increased by RMB 54,662,970 or 91.1% to RMB
114,641,020 at December 31, 2002, as compared to RMB 59,978,050 at December 31,
2001, as a result of a slowdown in payments from customers and the decrease in
net sales.
Bills receivable decreased by RMB 3,965,000 or 88.9% to RMB 500,000 at
December 31, 2002, as compared to RMB 4,465,000 at December 31, 2001, due to an
increase in the endorsement of bills receivable in 2002 to settle payment
obligations to Noble Brewery for the purchase of raw materials.
The amounts due from related companies increased by RMB 3,578,372 or
334.6% to RMB 4,647,971 at December 31, 2002, as compared to RMB 1,069,599 at
December 31, 2001, 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.
Accounts payable decreased by RMB 3,517,168 or 16.2% to RMB 18,182,253
at December 31, 2002, as compared to RMB 21,699,421 at December 31, 2001. Under
the pooled management structure, raw materials are mainly purchased by Noble
Brewery and re-sold to the Company.
Accrued liabilities increased by RMB 13,337,771 or 9.2% to RMB
157,767,057 at December 31, 2002, as compared to RMB 144,429,286 at December 31,
2001. The increase in accrued liabilities was mainly due to an increase in
51
expenses related to advertising and promotional programs, as well as other
accrued operating expenses.
The amount due to an associated company increased by RMB 87,573,976 or
41.5% to RMB 298,379,194 at December 31, 2002, as compared to RMB 210,805,218 at
December 31, 2001, 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 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.
Sales taxes payable increased by RMB 4,532,307 or 19.6% to RMB
27,693,120 at December 31, 2002, as compared to RMB 23,160,813 at December 31,
2001. The increase in sales taxes payable was mainly due to a temporary
slowdown in the payment of sales taxes.
Investing. Additions to property, plant and equipment for the year
ended December 31, 2002 aggregated RMB 11,904,227, which includes approximately
RMB 5,300,000 and RMB 2,400,000 and RMB 4,200,000, for renovating and improving
the existing machinery, and the acquisition of vehicles, branch office premises
and office equipment of Zao Yang High Worth Brewery, Zhaoqing Brewery and the
Marketing Company, respectively. For the year ended December 31, 2001, 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 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 maintenance of production facilities at Zhaoqing Brewery and
Zao Yang High Worth Brewery during 2003 will be approximately RMB 3,000,000 and
RMB 2,000,000, 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, 2002, the Company's
secured bank loans increased by RMB 8,738,242, reflecting new borrowings of RMB
88,000,000 and repayments of RMB 79,261,758. The bank loans bear interest at
fixed rates ranging from 5.6% to 6.2%, 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.
As at December 31, 2002, a bank loan of RMB 30,104,000 granted to Zao
Yang High Worth Brewery, which expired on September 30, 2002, was still pending
for completion of the official loan renewal agreement. Zao Yang High Worth
Brewery has continued to pay the interest that is accruing on the loan, and the
bank has not made a demand for repayment.
During the year ended December 31, 2002, Zao Yang High Worth Brewery
received an advance of RMB 11,000,000 from its local partner, Zao Yang Brewery,
which is the 45% shareholder of Zao Yang High Worth Brewery. The advance was
unsecured, interest-free and had no fixed term of repayment. This advance has
been utilized to fund the working capital requirements of Zao Yang High Worth
Brewery. In November 2002, High Worth JV and Zao Yang Brewery agreed to
contribute additional capital of RMB 24,444,500 into Zao Yang High Worth Brewery
in proportion to their respective equity interest of 55% and 45%. High Worth JV
contributed RMB 13,444,500 through a deduction from its intercompany balance due
from Zao Yang High Worth Brewery and Zao Yang Brewery has made a cash
contribution of RMB 11,000,000 effective December 31, 2002.
52
During the year ended December 31, 2002, the Company loaned RMB
5,500,000 to Zao Yang High Worth Brewery. The loan was unsecured, with interest
at 3.6% per annum and was repayable on December 31, 2002. During the year ended
December 31, 2002, Zao Yang High Worth Brewery advanced RMB 5,500,000 to
Guangdong Blue Ribbon. The advance to Guangdong Blue Ribbon was unsecured, with
no agreed-upon interest and no fixed date of repayment. During the year ended
December 31, 2002, both of these loans were repaid in full.
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.
During 2002, the Board of Directors of High Worth JV declared the 7th
to 10th dividend distributions, entitling Holdings and Guangdong Blue Ribbon to
a total of approximately RMB 27,830,199 and RMB 18,553,467, respectively. The
minority interest's 40% portion of the dividend is recorded as a liability at
the declaration date and is included in amounts due to related companies in the
accompanying consolidated balance sheets. During the year ended December 31,
2002, dividends of RMB 27,830,199 and RMB 18,553,467 were distributed to
Holdings and Guangdong Blue Ribbon, respectively.
The Company has suffered recurring operating losses, had a working
capital deficit at December 31, 2002 and certain bank borrowing agreements as of
December 31, 2002 had expired. The Company's Pabst Blue Ribbon sub-license
agreement will expire on November 7, 2003 and the severe financial difficulties
and management and other uncertainties of Noble China Inc. may impact the
Company's associated company, Noble Brewery, and the ability of Noble China Inc.
to renew or grant sub-licenses to the Company and Noble Brewery to continue to
produce and distribute Pabst Blue Ribbon beer in China after November 7, 2003.
As a result of these factors, the Company's independent auditors have expressed
substantial doubt about the Company's ability to continue as a going concern.
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, 2003. If the foregoing assumptions prove to be inaccurate, the
Company's cash flow may be adversely affected, which would negatively impact the
ability of the Company to conduct operations at current levels and continue as a
going concern.
NOBLE BREWERY:
On April 3, 2002, Noble Brewery was served with an preservation order
from the High Court of Shandong Province freezing a portion of its bank accounts
with aggregate balances of approximately RMB 35,700,000, in connection with
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
asserting a total claim against Noble China Inc. of approximately RMB
53,100,000. Noble China Inc., through its wholly-owned subsidiary, Linchpin,
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
53
counsel in the PRC to file a challenge to the court order, but there can be no
assurances that this effort will be successful.
As a consequence of the preservation order, the remaining cash not
affected by such court order has been transferred either to High Worth JV or the
Marketing Company in trust and is being held on behalf of Noble Brewery for the
purpose of funding the operations of Noble Brewery. During the year ended
December 31, 2002, High Worth JV and the Marketing Company have utilized all the
cash held in trust to purchase raw materials and pay expenses on behalf of Noble
Brewery. As of December 31, 2002, High Worth JV and the Marketing Company both
hold RMB nil for the account of Noble Brewery.
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 operating requirements in the near term.
In May 2002, Noble Brewery declared a dividend distribution of RMB
75,511,040, of which RMB 30,204,416 has been paid to High Worth JV, while the
dividend payable to Linchpin amounting to RMB 45,306,624 can only be remitted to
Linchpin when the preservation order is released and approval from the Foreign
Exchange Bureau is obtained.
On July 19, 2002, Noble China Inc. announced that the Shandong Court
ruled against it and ordered it to pay the amount of claims in the sum of
US$3,999,988 and RMB 20,000,000 plus legal costs of RMB 541,210, and interest
from June 21, 2001 within one month of the judgment. Noble China Inc. announced
that it would appeal the Shandong Court's decision to the Supreme Court of the
PRC.
On September 23, 2002, the Shandong Court issued a new preservation
order to those banks where Noble Brewery kept its previously frozen funds,
requiring them to extend the period of preservation for an additional six months
until end of March 2003. On March 21, 2003, the Shandong Court further extended
the preservation order for another six months until September 23, 2003.
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. 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
54
rigorous approach to partially deregulate currency conversion restrictions,
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
rate was approximately US$1.00 to RMB 8.30 at December 31, 1999, 2000 and 2001.
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. A 10 point basis change in the Company's average
debt interest rate would not have a material effect on the Company's results of
operations.
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 are 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.
As the Company's debt obligations are primarily short-term in nature,
with fixed interest rates, the Company does not have any risk from an increase
in market interest rates. However, to the extent that the Company arranges new
borrowings in the future, an increase in market interest rates would cause a
commensurate increase in the interest expense related to such borrowings.
ENVIRONMENTAL MATTERS:
Management believes that the Company complies with all national and
local environmental protection laws and regulations of the PRC. In 2000, 2001
and 2002, 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.
ACCOUNTING STANDARDS RECENTLY ADOPTED:
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS No. 142"), which is became on 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
55
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.
SFAS No. 142 was adopted by the Company on January 1, 2002. The adoption of
SFAS No. 142 did not have a significant impact on the Company's financial
position or results of operations.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"), which became
effective on January 1, 2002. SFAS No. 144 addresses the financial accounting
and reporting requirements for the impairment or disposal of long-lived assets
and discontinued operations. SFAS No. 144 applies to all recorded long-lived
assets that are held for use or that will be disposed of, but excludes goodwill
and other intangible assets that are not amortized. SFAS No. 144 was adopted by
the Company on January 1, 2002. The adoption of SFAS No. 144 did not have a
significant impact on the Company's financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure". SFAS No. 148 amends SFAS
No. 123, "Accounting for Stock-Based Compensation ", to provide alternative
methods of transition for a voluntary change to the fair value-based method of
accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirements of SFAS No. 123 to require more prominent
disclosures in both annual and interim consolidated financial statements about
the method of accounting for stock-based employee compensation and the effect of
the method used on reported results. The Company adopted SFAS No. 148 effective
December 31, 2002. The adoption of SFAS No. 148 did not have a significant
impact on the Company's financial position or results of operations. The Company
has elected to continue to account for its employee stock options using the
intrinsic value method under APB No. 25.
NEW ACCOUNTING STANDARDS NOT YET ADOPTED:
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" ("SFAS No. 143"). 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 does
not anticipate that the adoption of SFAS No. 143 will have a significant impact
on its financial position or results of operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Such costs covered by SFAS No. 146 include lease termination costs and certain
employee severance costs that are associated with a restructuring, discontinued
operation, plant closing, or other exit or disposal activity. SFAS No. 146
replaces the previous accounting guidance provided by the EITF No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)."
SFAS No. 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. The Company does not anticipate that the
adoption of SFAS No. 146 will have a significant impact on its financial
position or results of operations.
In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45,
"Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". FIN No. 45 clarifies
disclosures that are required to be made for certain guarantees and establishes
a requirement to record a liability at fair value for certain guarantees at the
time of the guarantee's issuance. The disclosure requirements of FIN No. 45
have been applied in the Company's 2002 financial statements. The requirement
56
to record a liability applies to guarantees issued or modified after December
31, 2002. The Company will adopt the measurement and recording provisions of
FIN No. 45 prospectively in 2003.
In January 2003, the FASB issued FIN No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of ARB 51". FIN No. 46 requires
that the primary beneficiary in a variable interest entity consolidate the
entity even if the primary beneficiary does not have a majority voting interest.
The consolidation requirements of FIN No. 46 are required to be implemented for
any variable interest entity created on or after January 31, 2003. In addition,
FIN No. 46 requires disclosure of information regarding guarantees or exposures
to loss relating to any variable interest entity existing prior to January 31,
2003 in financial statements issued after January 31, 2003. FIN No. 46 is
effective for the Company on January 31, 2003, and will not have a material
impact on the Company's financial position or results of operations.
57
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and exhibits are listed at "ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K".
Selected unaudited 2002 and 2001 quarterly financial information, in
RMB, is as follows:
As As As As
Previously Adjusted Previously Adjusted
Reported 2002 Reported 2001
2002 (1)(2) 2001 (1)
------------- ------------- ------------ ------------
THREE MONTHS ENDED MARCH 31:
Sales, net of sales taxes 185,605,564 178,171,948 212,467,511 200,057,074
Gross profit 56,927,451 49,493,835 53,120,430 40,709,993
Operating loss (2,067,480) (2,067,480) (19,043,470) (19,043,470)
Net loss (449,670) (449,670) (8,413,089) (8,413,089)
Net loss per common share (0.06) (0.06) (1.05) (1.05)
THREE MONTHS ENDED JUNE 30:
Sales, net of sales taxes 163,485,570 155,402,748 187,056,664 174,450,655
Gross profit 54,792,22 46,709,399 42,340,396 29,734,387
Operating loss (50,459,481) (92,459,481) (37,395,914) (37,395,914)
Net loss (102,713,199) (131,713,199) (27,076,104) (27,076,104)
Net loss per common share (12.82) (16.44) (3.38) (3.38)
THREE MONTHS ENDED SEPTEMBER 30:
Sales, net of sales taxes 132,634,261 125,687,094 175,539,573 165,806,167
Gross profit 30,628,061 23,680,894 65,260,665 55,527,259
Operating income (loss) (41,650,545) (54,650,545) 7,199,869 7,199,869
Net income (loss) (59,460,697) (72,460,697) 4,144,128 4,144,128
Net income (loss) per common share (7.42) (9.05) 0.52 0.52
THREE MONTHS ENDED DECEMBER 31:
Sales, net of sales taxes -- 198,124,905 138,730,851 126,734,756
Gross profit -- 42,715,592 54,136,847 42,140,752
Operating income (loss) -- (32,301,750) 2,184,450 2,184,450
Net income (loss) -- (5,680,270) 2,068,046 2,068,046
Net income (loss) per common share -- (0.71) 0.26 0.26
YEAR ENDED DECEMBER 31:
Sales, net of sales taxes -- 657,386,695 713,794,599 667,048,652
Gross profit -- 162,599,720 214,858,338 168,112,391
Operating loss -- (181,479,256) (47,055,065) (47,055,065)
Net loss -- (210,303,836) (29,277,019) (29,277,019)
Net loss per common share -- (26.26) (3.66) (3.66)
(1) The provisions of Emerging Issues Task Force ("EITF") No. 01-9, "Accounting
for Consideration Given by a Vendor to a Customer (Including a Reseller of the
Vendor's Products)", were adopted during 2002. The adoption of EITF No. 01-9
resulted in the reclassification of certain sales incentives previously
classified as selling expenses to a reduction from sales. Prior year amounts
have been reclassified to conform to the current year's presentation. The
amount of sales incentives recorded as a deduction from sales in accordance with
EITF No. 01-9 was RMB 31,669,780 and RMB 46,745,947 for the years ended December
31, 2002 and 2001, respectively. The reclassification had no effect on the
Company's net income (loss), working capital deficiency, shareholders' equity
(deficiency) or financial position.
(2) In December 2002, the Company conducted a subsequent test and review of its
previous assumptions and calculations adopted with respect to the estimates of
58
those impairment charges recorded in its quarterly reports for the three months
ended June 30, 2002 and September 30, 2002. The Company determined that some of
the assumptions made in the calculations of those impairment charges should be
amended to include land use rights, buildings and construction in progress. As
a result, the provision for impairment for the three months ended June 30, 2002
with respect to Zhaoqing Brewery should have been recorded as RMB 82,000,000,
instead of RMB 40,000,000. The provision for impairment for the three months
ended September 30, 2002 with respect to Zao Yang High Worth Brewery should have
been recorded as RMB 42,000,000, instead of RMB 29,000,000. Accordingly, as a
result of these revisions, the Company's provision for impairment has been
restated as RMB 82,000,000 and RMB 82,000,000 for the three months and six
months ended June 30, 2002, respectively; and as RMB 42,000,000 and RMB
124,000,000 for the three months and nine months ended September 30, 2002,
respectively.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
59
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, 2003, 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. ("Lan Wei") acquired a controlling interest in West Cost Star
Enterprises Ltd., as well as all of the interest in Rich & Prosper Ltd., a
British Virgin Islands corporation holding a significant portion of the issued
common stock of the Company.
DIRECTORS
Name Age Date Elected as Director
- ------------------ --- ------------------------
Daqing Zheng 56 January 22, 2002
Foqing Lu 56 January 22, 2002
Weixiong Zhu 56 January 22, 2002
Zihang Niu 55 January 22, 2002
Michael Xiao Zheng 40 January 22, 2002
EXECUTIVE OFFICERS
Date Elected
Name Age Position as Officer
- ------------------ --- ------------------ ------------
Daqing Zheng 56 Chairman and January 2002
Chief Executive
Officer
Foqing Lu 56 President January 2002
Gary C.K. Lui 43 Vice President and April 1996
Chief Financial
Officer
Michael Xiao Zheng 40 Vice President January 2002
60
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
that 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 direct investments of the
City of Zhaoqing, 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 manufacturing. Since the early 1990's, Mr. Lu has held senior
management positions in several large scale manufacturing enterprises in the
City of Zhaoqing. During the past five years, he has participated extensively
in light industrial and manufacturing enterprises investments and has arranged
trade relationships with countries such as the Philippines in the area of glass
manufacturing. 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 managing industrial enterprises. Since 1986, Mr. Zhu has held
senior management positions in various state-owned and Sino-foreign joint
ventures enterprises. He has participated extensively 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.
ZIHANG NIU
Mr. Niu, a director of the Company, has over 30 years experience in
manufacturing. 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.
61
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, 2002, 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.
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
- ---------------------- ---- -------- ------- -------------
Da-qing Zheng (1) 2002 $140,800 $12,800 $ 14,300
Chairman and Chief 2001 nil nil nil
Executive Officer 2000 nil nil nil
Fo-qing Lu (2) 2002 $117,700 $10,700 $ 14,300
President 2001 nil nil nil
2000 nil nil nil
Michael Xiao Zheng (3) 2002 $115,500 $ 9,750 $ 14,300
Vice President 2001 nil nil nil
2000 nil nil nil
Gary C.K. Lui (4) 2002 $112,600 $11,000 $ nil
Vice-President and 2001 119,000 11,000 nil
Chief Financial 2000 105,840 8,820 nil
Officer
Jin-Qiang Zhang (5) 2002 $ 12,800 $ nil $ 1,300
2001 153,600 12,800 15,600
2000 153,600 12,800 15,600
62
Name and Other
Principal Annual
Position Year Salary Bonus Compensation
- ---------------------- ---- -------- ------- -------------
Zi-Shou Chen (6) 2002 $107,250 $ 9,750 $ 15,600
2001 56,200 nil 15,600
2000 128,400 10,700 15,600
Guang-wei Liang (7) 2002 $ 10,700 $ nil $ 1,300
2001 135,800 10,700 15,600
2000 7,200 nil 15,600
John Zhao Li (8) 2002 $ 8,600 $ nil $ 1,300
2001 103,200 8,600 15,600
2000 103,200 8,600 15,600
- ---------------
(1) Mr. Zheng was elected as Chief Executive Officer of the Company on January
22, 2002. Mr. Zheng continued as the Chairman and a director of the Company
subsequent to that date.
(2) Mr. Lu was elected as President of the Company on January 22, 2002. Mr. Lu
continued as a director of the Company subsequent to that date.
(3) Mr. Zheng was elected as Vice President of the Company on January 22, 2002.
Mr. Zheng continued as a director of the Company subsequent to that date.
(4) Mr. Lui was elected as Vice President of the Company on January 2, 2001, in
addition to his position as Chief Financial Officer.
(5) Mr. Zhang was elected as Chief Executive Officer of the Company on May 29,
1999. Mr. Zhang was the Chairman and a director of the Company from May 29,
1999 until January 22, 2002.
(6) 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.
He resigned as a director and Vice President of the Company on January 15,
2003 and was appointed Advisor to the Board effective from February 1,
2003.
(7) Mr. Liang was the President of the Company from March 1, 2001 until January
22, 2002.
(8) 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.
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, 2002, five 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
63
$107,900 during the year ended December 31, 2002. All directors are reimbursed
for any out-of-pocket expenses incurred in attending board meetings.
The Board of Directors maintains a Compensation Committee and an Audit
Committee. 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 as members
of the Compensation Committee and the Audit Committee, respectively.
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 years ended December 31, 2002 and 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 years ended December 31, 2002 and 2001, Deloitte Touche Tohmatsu
invoiced the Company RMB 840,570 and RMB 956,783, respectively, for the audit of
the Company's financial statements and for its reviews of the Company's
unaudited quarterly financial statements, and RMB 174,004 and RMB 150,230,
respectively, 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.
(b) Options may be granted under the Plan from time to time to eligible persons
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
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, 2001 and 2002 are shown below (no options were granted in
1999, 2001 or 2002). No options were exercised during the years ended December
31, 2000, 2001 or 2002. The exercise price of all stock options was not less
than fair market value on the grant date.
64
Options Exercise Annual Vesting
Granted Price Percentage Expiration Date
(In'000) (In US$) ------------------------ ------------------
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 (4) 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) 18 40 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
---- ----
280 520
==== ====
- ---------------
(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.
(4) Zi-shou Chen resigned as a director and officer of the Company effective
January 15, 2003, and pursuant to the Plan, the respective stock options
previously granted to him were cancelled.
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 nil and RMB 174,452 of
compensation expense in 2002, 2001, and 2000, respectively.
During the years ended December 31, 1998, 1999, 2000, 2001 and 2002,
the Company granted stock options to officers of the Company as follows (no
options were granted in 1999, 2001 or 2002):
65
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 (3) 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.
(3) Zi-shou Chen resigned as a director and officer of the Company effective
January 15, 2003, and pursuant to the Plan, the respective stock options
previously granted to him were cancelled.
A summary of stock options granted to the Company's officers as of
December 31, 2002 is shown below. As of December 31, 2002, stock options for a
total 629,000 shares of Class A common stock were available for issuance under
the Plan. No options were exercised during the years ended December 31, 2000,
2001 and 2002.
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
- ---------------- -------- ------- --------- -------- ---------
Zi-shou Chen (2) -- 95,000 US$1.59 US$nil US$nil
Gary C.K. Lui -- 76,000 US$1.72 US$nil US$nil
-------- ------- -------- ---------
Total -- 171,000 US$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 $0.14 per share on December 31, 2002.
(2) Zi-shou Chen resigned as a director and officer of the Company effective
January 15, 2003, and pursuant to the Plan, the respective stock options
previously granted to him were cancelled.
66
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 and Michael Xiao Zheng are directors of the Company.
Daqing Zheng and Weixiong Zhu 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, 2002:
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 the Company's 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 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.
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.
67
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
2002 119 103 140 5
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, 2003, 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 (with no par value) and 3,000,000 shares of Class B common stock
(with no 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.
The following table sets forth, as of March 31, 2003: (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.
68
Percent of
Shares of
Name and Address Amount and Nature of Common Stock
of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------- --------------------- -------------
Zhaoqing City Lan Wei 6,147,500 (1) 76.7
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) - (5) -
Weixiong Zhu (1) (4) - -
Zihang Niu (4) - (5)
Michael Xiao Zheng (4) - -
Gary C.K. Lui (4) 76,000 (3) .8
All Directors and 76,000 (3) .8
Executive Officers
as a Group (6 persons)
- -----------------------
(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. In
February 2002, Lan Wei further acquired 579,500 shares of Class A common
stock from a third party through Rich & Proper Ltd., representing an
approximately 7.23% equity interest in the Company. Accordingly, the total
number of shares beneficially held by Lan Wei are 6,147,500 shares,
representing a 76.7% equity interest in the Company.
Daqing Zhang and Weixiong Zhu 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.
69
(5) Mr. Niu and Mr. Lu are minority shareholders of West Coast, but each of
them 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
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, 2002 and 2001, the Company
purchased for resale beer products from Noble Brewery aggregating RMB
355,495,774 and RMB 341,080,358 and received an allocation of sales incentives
from the Marketing Company of RMB 2,446,170 and RMB 22,438,789, respectively, as
defined in EITF No. 01-9. During the years ended December 31, 2002 and 2001,
the Company also purchased beer products from Noble Brewery aggregating RMB
89,080,304 and RMB 91,015,274, respectively, an amount representing the direct
variable cost of producing these beer products, and sold to Noble Brewery raw
materials totaling RMB 22,145,721 and RMB 22,575,757, respectively, pursuant to
a centralized purchasing system installed by the new pooled management
structure. As of December 31, 2002 and 2001, RMB 298,379,194 and RMB
210,805,218, 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, 2002 and 2001, the Company also
purchased for resale beer products from Sichuan High Worth Brewery aggregating
RMB nil and RMB 10,482,557, respectively.
During the years ended December 31, 2002 and 2001, the Company paid
RMB 4,829,164 and RMB 3,885,953, respectively, equivalent to US$11.70 per ton of
70
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, 2002 and 2001, the amount due from related
companies aggregated RMB 4,647,971 and RMB 1,069,599, 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, 2002 and 2001, the Company owed an aggregate of RMB
1,560 and RMB 2,400,000, respectively, to companies affiliated with Guangdong
Blue Ribbon for the purchase of raw materials, and was unsecured, interest-free
and repayable on demand.
OTHER TRANSACTIONS
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.
During 2002, Zao Yang High Worth Brewery received an advance of RMB
11,000,000 from its local partner, Zao Yang Brewery, which is the 45%
shareholder of Zao Yang High Worth Brewery. The advance was unsecured,
interest-free and had no fixed term of repayment. This advance has been
utilized to fund the working capital requirements of Zao Yang High Worth
Brewery.
During 2002, the Company loaned RMB 5,500,000 to Zao Yang High Worth
Brewery. The loan was unsecured, with interest at 3.6% per annum and was
repayable on December 31, 2002. During the year ended December 31, 2002, Zao
Yang High Worth Brewery advanced RMB 5,500,000 to Guangdong Blue Ribbon. The
advance to Guangdong Blue Ribbon was unsecured, with no agreed-upon interest and
no fixed date of repayment. During the year ended December 31, 2002, both of
these loans were repaid in full.
ITEM 14. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the reports filed or submitted under the
Exchange Act of 1934 is recorded, processed, summarized and reported, within the
time periods specified in the rules and forms of the Securities and Exchange
Commission. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in the reports filed under the Exchange Act of 1934 is accumulated and
communicated to management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
Within the 90 days prior to the filing of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based upon and as of the date of
71
that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed in the reports the Company
files and submits under the Exchange Act of 1934 is recorded, processed,
summarized and reported as and when required.
(b) Changes in Internal Controls
There were no changes in the Company's internal controls or in other
factors that could have significantly affected those controls subsequent to the
date of the Company's most recent evaluation
72
PART IV.
ITEM 17. 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, 2001 and 2002
Consolidated Statements of Operations
- Years ended December 31, 2000, 2001 and 2002
Consolidated Statements of Shareholders' (Deficiency) Equity
- Years ended December 31, 2000, 2001 and 2002
Consolidated Statements of Cash Flows
- Years ended December 31, 2000, 2001 and 2002
Notes to Consolidated Financial Statements
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
Report of Independent Auditors
- Deloitte Touche Tohmatsu
Balance Sheets
- As of December 31, 2001 and 2002
Statements of Operations
- Years ended December 31, 2000, 2001 and 2002
Statements of Shareholders' Equity
- Years ended December 31, 2000, 2001 and 2002
Statements of Cash Flows
- Years ended December 31, 2000, 2001 and 2002
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, 2002.
73
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: May 8, 2003 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: May 8, 2003 By: /s/ Daqing Zheng
---------------------------------
Daqing Zheng
Chief Executive Officer and
Director
Date: May 8, 2003 By: /s/ Foqing Lu
---------------------------------
Foqing Lu
President and Director
Date: May 8, 2003 By: /s/ Michael Xiao Zheng
---------------------------------
Michael Xiao Zheng
Vice President and Director
Date: May 8, 2003 By: /s/ Gary C. K. Lui
---------------------------------
Gary C. K. Lui
Vice President and
Chief Financial Officer
Date: May 8, 2003 By: /s/ Weixiong Zhu
---------------------------------
Weixiong Zhu
Director
Date: May 8, 2003 By: /s/ Zihang Niu
---------------------------------
Zihang Niu
Director
74
CERTIFICATIONS
I, Da-qing Zheng, certify that:
1. I have reviewed this annual report on Form 10-K of CBR Brewing Company,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
May 8, 2003 By: /s/ DA-QING ZHENG
-------------------------
Da-qing Zheng
Chairman of the Board and
Chief Executive Officer
75
CERTIFICATIONS
I, Gary C.K. Lui, certify that:
1. I have reviewed this annual report on Form 10-K of CBR Brewing Company,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
May 8, 2003 By: /s/ GARY C.K. LUI
------------------------
Gary C.K. Lui
Vice President and Chief
Financial Officer
76
CBR BREWING COMPANY, INC.
-------------------------
Consolidated Financial Statements
and Independent Auditors' Report
For the years ended December 31, 2002, 2001 and 2000
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
CBR BREWING COMPANY, INC
Independent auditors' report . . . . . . . . . . . . . . . . F - 1
Consolidated balance sheets at December 31, 2002 and 2001. . F - 2
Consolidated statements of operations for the years ended
December 31, 2002, 2001 and 2000 . . . . . . . . . . . . . F - 3
Consolidated statements of shareholders' (deficiency) equity
for the years ended December 31, 2002, 2001 and 2000 . . . F - 4
Consolidated statements of cash flows
for the years ended December 31, 2002, 2001 and 2000 . . . F - 5
Notes to consolidated financial statements . . . . . . . . . F - 6 - F - 34
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 (the "Company") as of December 31, 2002 and 2001,
and the related consolidated statements of operations, shareholders'
(deficiency) equity, and cash flows for each of the three years in the period
ended December 31, 2002 (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 audits 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, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2002, in conformity with accounting principles generally accepted
in the United States of America.
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 has incurred significant recurring losses,
has a working capital deficiency as of December 31, 2002, certain bank borrowing
agreements as of December 31, 2002 had expired, and its sub-license to produce
and distribute Pabst Blue Ribbon beer in China expires on November 7, 2003. In
addition, as described in Note 22, the majority shareholder of the Company's
associated company is experiencing severe financial difficulties and management
and other uncertainties which may impact the operations of the associated
company and its ability to renew its sub-license to produce and distribute Pabst
Blue Ribbon beer in China. These factors raise substantial doubt about the
Company's 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 these
uncertainties.
Deloitte Touche Tohmatsu
Hong Kong
April 10, 2003, except the 3rd paragraph of Note 23, as to which the date is
April 15, 2003
F-1
CBR BREWING COMPANY, INC.
-------------------------
CONSOLIDATED BALANCE SHEETS
As of December 31,
----------------------------------------
2002 2002 2001
------------ ------------- -----------
US$ RMB RMB
(Note 3)
ASSETS
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . 14,105,430 117,075,072 71,366,480
Accounts receivable, net of allowance for doubtful
accounts of RMB90,991,024 and RMB104,632,067
for 2002 and 2001, respectively (Note 4) . . . . . . 13,812,171 114,641,020 59,978,050
Bills receivable (Note 5). . . . . . . . . . . . . . . 60,241 500,000 4,465,000
Income tax receivable (Note 10). . . . . . . . . . . . 232,260 1,927,759 -
Inventories (Note 6) . . . . . . . . . . . . . . . . . 6,527,713 54,180,017 53,313,982
Amounts due from related companies (Note 15h). . . . . 559,997 4,647,971 1,069,599
Prepayments and deposits . . . . . . . . . . . . . . . 1,109,891 9,212,093 14,827,385
Other receivables. . . . . . . . . . . . . . . . . . . 1,338,508 11,109,615 11,460,511
------------ ------------- -----------
Total current assets . . . . . . . . . . . . . . . . . . 37,746,211 313,293,547 216,481,007
Interest in an associated company (Note 7) . . . . . . . 25,754,254 213,760,312 259,164,383
Property, plant and equipment, net (Note 8). . . . . . . 7,733,362 64,186,910 217,668,104
------------ ------------- -----------
Total assets . . . . . . . . . . . . . . . . . . . . . . 71,233,827 591,240,769 693,313,494
============ ============= ===========
LIABILITIES AND SHAREHOLDERS' (DEFICIENCY) EQUITY
Current liabilities:
Bank borrowings (Note 9) . . . . . . . . . . . . . . . 15,761,291 130,818,717 109,835,524
Accounts payable . . . . . . . . . . . . . . . . . . . 2,190,633 18,182,253 21,699,421
Accrued advertising expenses . . . . . . . . . . . . . 6,684,171 55,478,622 49,965,672
Accrued other liabilities. . . . . . . . . . . . . . . 12,323,908 102,288,435 94,463,614
Amounts due to related companies (Note 15i). . . . . . 188 1,560 2,435,577
Amount due to an associated company (Note 7) . . . . . 35,949,300 298,379,194 210,805,218
Sales taxes payable (Note 11). . . . . . . . . . . . . 3,336,520 27,693,120 23,160,813
------------ ------------- -----------
Total current liabilities. . . . . . . . . . . . . . . . 76,246,011 632,841,901 512,365,839
------------ ------------- -----------
Long-term liabilities:
Bank borrowings (Note 9) . . . . . . . . . . . . . . . 18,706 155,260 12,400,211
------------ ------------- -----------
Minority interests . . . . . . . . . . . . . . . . . . . - - -
------------ ------------- -----------
Commitments and contingencies (Note 22)
Shareholders' (deficiency) equity:
Common stock
- Class A, US$0.0001 par value, 90,000,000 shares
authorized, shares issued and outstanding: 2002
and 2001, 5,010,013 shares . . . . . . . . . . . 515 4,273 4,273
- Class B, US$0.0001 par value, 10,000,000 shares
authorized, shares issued and outstanding: 2002
and 2001, 3,000,000 shares . . . . . . . . . . . 308 2,559 2,559
Additional paid-in capital . . . . . . . . . . . . . 12,935,162 107,361,845 107,361,845
General reserve and enterprise development funds . . 2,257,255 18,735,220 16,108,349
(Deficit) retained earnings. . . . . . . . . . . . . (20,224,130) (167,860,289) 45,070,418
------------ ------------- -----------
Total shareholders' (deficiency) equity. . . . . . . . . (5,030,890) (41,756,392) 168,547,444
------------ ------------- -----------
Total liabilities and shareholders' (deficiency) equity. 71,233,827 591,240,769 693,313,494
============ ============= ===========
See accompanying notes to consolidated financial statements.
F-2
CBR BREWING COMPANY, INC.
-------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31,
--------------------------------------------------------
2002 2002 2001 2000
------------ ------------- ------------ -------------
US$ RMB RMB RMB
(Note 3)
Sales (Note 3). . . . . . . . . . . . . . . . . . . . . . . . 81,712,393 678,212,865 687,117,891 943,320,894
Sales taxes (Note 11) . . . . . . . . . . . . . . . . . . . . 2,509,177 20,826,170 20,069,239 21,295,165
------------ ------------- ------------ -------------
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . 79,203,216 657,386,695 667,048,652 922,025,729
Cost of sales, including net inventory transferred from (to)
an associated company of RMB66,934,582 for 2002 and
RMB68,439,517 for 2001 and RMB(97,829) for 2000,
respectively; inventory purchased from related companies
of RMB355,495,774, RMB351,562,915 and RMB550,121,019
in 2002, 2001 and 2000, respectively; and royalty fee paid
to a related company of RMB4,829,164, RMB3,885,963
and RMB5,059,063 in 2002, 2001 and 2000, respectively
(Note 15b - e). . . . . . . . . . . . . . . . . . . . . . . 59,612,889 494,786,975 498,936,261 735,168,158
------------ ------------- ------------ -------------
Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . 19,590,327 162,599,720 168,112,391 186,857,571
Selling, general and administrative expenses. . . . . . . . . 24,031,608 199,462,346 186,528,058 274,949,769
Fair value of stock options issued for services rendered
(Note 16) . . . . . . . . . . . . . . . . . . . . . . . . . - - - 174,452
Impairment of property, plant and equipment (Note 17) . . . . 17,349,398 144,000,000 2,750,000 6,000,000
Write-off of investment in subsidiary (Note 17) . . . . . . . - - 1,224,109 -
Restructuring costs (Note 18) . . . . . . . . . . . . . . . . - - 22,309,236 -
Loss on disposal of property, plant and equipment, net of
gain from a related company of nil in 2002 and 2001 and
RMB4,110 in 2000 (Note 15g) . . . . . . . . . . . . . . . . 74,293 616,630 2,356,053 21,954
------------ ------------- ------------ -------------
Operating loss. . . . . . . . . . . . . . . . . . . . . . . . (21,864,972) (181,479,256) (47,055,065) (94,288,604)
------------ ------------- ------------ -------------
Other income:
Interest income . . . . . . . . . . . . . . . . . . . . . . 69,485 576,729 724,375 1,799,932
Foreign exchange gains. . . . . . . . . . . . . . . . . . . - - 102,918 -
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 175,075 1,453,123 901,775 589,713
------------ ------------- ------------ -------------
Total other income. . . . . . . . . . . . . . . . . . . . . . 244,560 2,029,852 1,729,068 2,389,645
------------ ------------- ------------ -------------
Other expense:
Interest expense, including interest paid to related
companies of nil in 2002 and 2001 and RMB115,855
in 2000 (Note 15f). . . . . . . . . . . . . . . . . . . . 933,916 7,751,522 7,833,887 10,728,115
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,880 23,894 - 88,004
------------ ------------- ------------ -------------
Total other expenses. . . . . . . . . . . . . . . . . . . . . 936,796 7,775,416 7,833,887 10,816,119
------------ ------------- ------------ -------------
Loss before income taxes, minority interests and equity
in (loss) earnings of an associated company . . . . . . . . (22,557,208) (187,224,820) (53,159,884) (102,715,078)
Income taxes (Note 10). . . . . . . . . . . . . . . . . . . . 39,264 325,894 40,000 4,140,152
------------ ------------- ------------ -------------
Loss before minority interests and equity in (loss) earnings
of an associated company. . . . . . . . . . . . . . . . . . (22,596,472) (187,550,714) (53,199,884) (106,855,230)
Minority interests. . . . . . . . . . . . . . . . . . . . . . (910,056) (7,553,467) 15,069,258 38,485,032
------------ ------------- ------------ -------------
Loss before equity in (loss) earnings of an associated
company . . . . . . . . . . . . . . . . . . . . . . . . . . (23,506,528) (195,104,181) (38,130,626) (68,370,198)
Equity in (loss) earnings of an associated company,
net of taxes . . . . . .. . . . . . . . . . . . . . . . . . . (1,831,282) (15,199,655) 8,853,607 39,465,006
------------ ------------- ------------ -------------
Net loss for the year . . . . . . . . . . . . . . . . . . . . (25,337,810) (210,303,836) (29,277,019) (28,905,192)
============ ============= ============ =============
Net loss per share - basic and diluted. . . . . . . . . . . . (3.16) (26.26) (3.66) (3.61)
============ ============= ============ =============
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' (DEFICIENCY) EQUITY
Common stock
--------------------------------------
Amount
Shares par value of Total
outstanding US$0.0001 each Additional (Deficit) shareholders'
-------------------- ---------------- paid-in Reserve retained (deficiency)'
Class A Class B Class A Class B capital funds earnings equity
--------- --------- ------- ------- ----------- ----------- ------------- -------------
RMB RMB RMB RMB RMB RMB
(Note 13) (Note 13)
Balance at January 1, 2000. . 5,010,013 3,000,000 4,273 2,559 107,187,393 14,074,390 105,286,588 226,555,203
Net loss. . . . . . . . . . . - - - - - - (28,905,192) (28,905,192)
Appropriation . . . . . . . . - - - - - 1,583,959 (1,583,959) -
Fair value of stock
options issued for
services rendered
(Note 16) . . . . . . . . . - - - - 174,452 - - 174,452
--------- --------- ------- ------- ----------- ----------- ------------- -------------
Balance at December 31, 2000. 5,010,013 3,000,000 4,273 2,559 107,361,845 15,658,349 74,797,437 197,824,463
Net loss. . . . . . . . . . . - - - - - - (29,277,019) (29,277,019)
Appropriation . . . . . . . . - - - - - 450,000 (450,000) -
--------- --------- ------- ------- ----------- ----------- ------------- -------------
Balance at December 31, 2001. 5,010,013 3,000,000 4,273 2,559 107,361,845 16,108,349 45,070,418 168,547,444
Net loss. . . . . . . . . . . - - - - - - (210,303,836) (210,303,836)
Appropriation . . . . . . . . - - - - - 2,626,871 (2,626,871) -
--------- --------- ------- ------- ----------- ----------- ------------- -------------
Balance at December 31, 2002. 5,010,013 3,000,000 4,273 2,559 107,361,845 18,735,220 (167,860,289) (41,756,392)
========= ========= ======= ======= =========== =========== ============= =============
Converted to US$
Balance at December 31, 2002 515 308 12,935,162 2,257,255 (20,224,130) (5,030,890)
======= ======= =========== =========== ============= =============
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
Years ended December 31,
---------------------------------------------------------
2002 2002 2001 2000
------------ ------------- ------------- -------------
US$ RMB RMB RMB
(Note 3)
Cash flows from operating activities:
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . (25,337,810) (210,303,836) (29,277,019) (28,905,192)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Provision for doubtful accounts . . . . . . . . . . . . . 2,218,305 18,411,931 22,979,523 21,869,566
Depreciation and amortization . . . . . . . . . . . . . . 2,486,601 20,638,791 28,211,135 28,288,206
Fair value of stocks options issued for services rendered - - - 174,452
Impairment of property, plant and equipment . . . . . . . 17,349,399 144,000,000 2,750,000 6,000,000
Write-off of investment in subsidiary . . . . . . . . . . - - 1,224,109 -
Loss on disposal of property, plant and equipment . . . . 74,293 616,630 2,356,053 21,954
Equity in loss (earnings) of an associated company. . . . 1,831,282 15,199,655 (8,853,607) (39,465,006)
Minority interests. . . . . . . . . . . . . . . . . . . . 910,056 7,553,467 (15,069,258) (38,485,032)
Changes in operating assets and liabilities:
Increase in accounts receivable . . . . . . . . . . . . . . (8,804,205) (73,074,901) (14,248,760) (45,704,613)
Decrease in bills receivable. . . . . . . . . . . . . . . . 477,711 3,965,000 21,175,000 1,693,650
(Increase) decrease in inventories. . . . . . . . . . . . . (104,342) (866,035) (2,732,005) 22,659,971
(Increase) decrease in amounts due from related
companies . . . . . . . . . . . . . . . . . . . . . . . . (431,130) (3,578,372) (445,801) 24,023,012
Decrease in prepayments, deposits and other receivables . . 718,818 5,966,188 544,555 9,159,939
Increase in accounts payable and accrued liabilities. . . . 1,183,205 9,820,603 225,216 48,431,851
Increase in amount due to an associated company . . . . . . 10,551,081 87,573,976 6,862,322 9,048,369
Changes in income taxes payable and receivable. . . . . . . (232,260) (1,927,759) (5,656,663) (3,287,428)
Increase in sales taxes payable . . . . . . . . . . . . . . 546,061 4,532,307 38,367 3,902,747
------------ ------------- ------------- -------------
Net cash provided by operating activities . . . . . . . . . . 3,437,065 28,527,645 10,083,167 60,222,966
------------ ------------- ------------- -------------
Cash flows from investing activities:
Purchases of property, plant and equipment. . . . . . . . . (1,434,244) (11,904,227) (11,266,668) (30,531,758)
Dividend received from an associated company. . . . . . . . 3,639,086 30,204,416 - 40,796,520
Proceeds from disposal of property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . . 15,663 130,000 - 160,538
Decrease in non-current assets. . . . . . . . . . . . . . . - - 1,287,747 9,462,506
------------ ------------- ------------- -------------
Net cash provided by (used in) investing activities . . . . . 2,220,505 18,430,189 (9,978,921) (20,908,714)
------------ ------------- ------------- -------------
Cash flows from financing activities:
New bank borrowings . . . . . . . . . . . . . . . . . . . . 10,602,409 88,000,000 121,104,000 108,771,703
Repayment of bank borrowings. . . . . . . . . . . . . . . . (9,549,609) (79,261,758) (123,569,393) (109,461,363)
Capital contribution by minority interests. . . . . . . . . 1,325,301 11,000,000 - -
(Decrease) increase in amounts due to related companies . . (293,255) (2,434,017) (12,985,433) 4,210,473
Repayment of advances from shareholders . . . . . . . . . . - - - (36,719,200)
Payment of capital lease obligations. . . . . . . . . . . . - - - (2,847,911)
Payment of cash dividend to minority interests. . . . . . . (2,235,357) (18,553,467) (3,600,000) (19,007,510)
------------ ------------- ------------- -------------
Net cash used in financing activities . . . . . . . . . . . . (150,511) (1,249,242) (19,050,826) (55,053,808)
------------ ------------- ------------- -------------
Net increase (decrease) in cash and cash equivalents. . . . . 5,507,059 45,708,592 (18,946,580) (15,739,556)
Cash and cash equivalents at beginning of the year. . . . . . 8,598,371 71,366,480 90,313,060 106,052,616
------------ ------------- ------------- -------------
Cash and cash equivalents at end of the year. . . . . . . . . 14,105,430 117,075,072 71,366,480 90,313,060
============ ============= ============= =============
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.
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" or "China"), which held 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 was approved by the
relevant PRC governmental authorities in April 2002. Lan Wei is a company
controlled by the City of Zhaoqing, which is located in Guangdong Province,
PRC. As a result of this transaction, management and the Board of Directors
of the Company were changed on January 22, 2002.
In February 2002, Lan Wei acquired Class A common shares representing an
additional approximate 7.2% equity interest in the Company from a third
party in a private transaction. As part of this transaction, Lan Wei also
acquired Huaqiang's 19.6% equity interest in Noble China Inc., a public
company formerly traded on the Toronto Stock Exchange.
Effective February 28, 2003, CBR Brewing Company, Inc. reincorporated from
the State of Florida in the United States of America ("US") to the British
Virgin Islands ("BVI") by merging into its wholly-owned BVI subsidiary,
High Worth Holdings Limited ("High Worth Holdings"). This off-shore
reincorporation of the Company was for tax planning purposes, since all of
the Company's assets and operations are currently located in the PRC and
are expected to continue to be located outside the US in the future. The
reincorporation had no effect on the Company's current business operations
in the PRC. On March 3, 2003, High Worth Holdings changed its name to CBR
Brewing Company Inc. (hereinafter referred to as the "Company", which term
shall include, when the context so requires, its subsidiaries and
affiliates) and the members of the Board of Directors were replaced by the
Board members of the Florida corporation.
The Agreement and Plan of Merger related to the reincorporation dated
January 24, 2003 was approved by majority of shareholders of each class of
common stock outstanding as of December 31, 2002. High Worth Holdings was
the surviving corporation subsequent to the merger and possesses all of the
rights, privileges, powers and franchises and is subject to all the
restrictions, disabilities and duties of the dissolved Florida corporation.
Each Class A share of the Florida corporation was converted into one fully
paid and non-assessable (with no face value) Class A share of capital stock
of the BVI corporation and each Class B share of the Florida corporation
was converted into one fully paid and non-assessable (with no face value)
Class B share of capital stock of the BVI corporation. The surviving BVI
corporation assumed and continued the public reporting obligations of the
dissolved Florida corporation under the new OTC Bulletin Board trading
symbol "CBRAF", and the consolidated operations of the Company continued
without interruption.
The Company is a holding company and its principal subsidiaries are engaged
in the production and sale of beer in the PRC. Substantially all of the
beer currently sold by the Company is marketed under the Pabst Blue Ribbon
label, and is brewed under a sub-license agreement with Guangdong Blue
Ribbon Group Co., Ltd. ("Guangdong Blue Ribbon"), which, through an
assignment and transfer, obtained its license from Pabst Brewing Company
("Pabst US"). The term of this sub-license expires on November 7, 2003.
F-6
CBR BREWING COMPANY, INC.
- -------------------------
1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued
Prior to the reincorporation, the Company's wholly-owned subsidiary, High
Worth Holdings, was 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, 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
held 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 of Blue Ribbon beer. Pursuant to the terms of a
sub-license agreement, the Blue Ribbon Group granted Zhaoqing Brewery the
right to produce and distribute Blue Ribbon beer under the Pabst trademarks
in the PRC at a royalty fee of US$11.70 for each metric ton produced.
Pursuant to the terms of a sub-license 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 sub-license agreement is valid until November 7, 2003.
In consideration for the sub-license granted, Blue Ribbon Noble is
obligated 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 is 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 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, the 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.
F-7
CBR BREWING COMPANY, INC.
- -------------------------
1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued
Upon the completion of the required procedures and documentation, all of
the assets and liabilities formerly controlled by Zhaoqing Brewery will
then be transferred to High Worth Brewery (Zhaoqing Brewery and High Worth
Brewery are used interchangeably to refer to the same entity). During the
three years ended December 31, 2002, 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.
During November 2002, High Worth Brewery and Zao Yang Brewery agreed to
contribute additional capital of RMB 24,444,500 to Zao Yang High Worth
Brewery in proportion to their respective equity interest of 55% and 45%.
High Worth Brewery contributed RMB13,444,500 through a deduction from its
intercompany balance due from Zao Yang High Worth Brewery and Zao Yang
Brewery made a cash contribution of RMB11,000,000 effective December 31,
2002.
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 Linchpin transfer was obtained.
Linchpin and Zhaoqing Brewery currently own 60% and 40% equity interests in
Blue Ribbon Noble, respectively.
Effective December 30, 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 was entitled to share in the profits of
Sichuan High Worth Brewery.
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 did not 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 have been reallocated between Zhaoqing Brewery and Blue
Ribbon Noble and the interest in Sichuan High Worth Brewery was originally
acquired for no consideration.
F-8
CBR BREWING COMPANY, INC.
- -------------------------
1. ORGANIZATION AND PRINCIPAL ACTIVITIES - continued
On October 18, 1999, High Worth Holdings, through its then wholly-owned
subsidiary, 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"). Jilin Province Jiutai City Brewery and Jilin
Province Chuang Xiang Zhi Ltd. received equity interests in Jilin Lianli
Brewery of 40% and 9%, respectively. Subsequent to the improvement of the
brewing equipment and the installation of a new packing line, Jilin Lianli
Brewery commenced operations 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 RMB13,788,550
with respect to this investment (see Note 17). On July 9, 2002, March
International was formally dissolved.
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,
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 resources, financial, production and
marketing activities, greater efficiency and improved operating
profitability. Zhaoqing Brewery, Blue Ribbon Noble and Blue Ribbon
Marketing each remain as legally distinct entities (see Note 15(a)).
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 charges 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 and impairment of property,
plant and equipment.
As a result of the substantial operating losses incurred by the Company
during the years ended December 31, 2002 and 2001, 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, 2002 reflected an aggregated debit
balance of RMB 108,386,516. Since the minority interest parties have no
legal obligation to fund these obligations to the Company, the debit
balance of RMB 108,386,516 was charged to operations during the year ended
December 31, 2002. The Company expects to continue to charge to operations
any future debit balances of the minority interest parties.
F-9
CBR BREWING COMPANY, INC.
- -------------------------
2. BASIS OF PRESENTATION - continued
The Company has incurred significant losses during the years ended December
31, 2002, 2001 and 2000, has a net working capital deficiency of
RMB319,548,354 as of December 31, 2002, certain bank borrowing agreements
as of December 31, 2002 had expired and its sub-license to produce and
distribute Pabst Blue Ribbon beer expires on November 7, 2003. In addition,
as described in Note 22, Noble China Inc., the majority shareholder of the
Company's associated company, is experiencing severe financial difficulties
and management and other uncertainties which may impact the operations of
Blue Ribbon Noble and its ability to renew its sub-license to continue to
produce and distribute Pabst Blue Ribbon in China. These factors raise
substantial doubt as to the Company's ability to continue as a going
concern.
During 2002, the Company experienced reduced net sales as a result of
intense competition. The Company expects that these pressures will continue
in 2003, resulting in continuing net losses, at least for the remainder of
2003.
During 2002, the Company implemented a series of new sales programs to
launch various newly developed or modified local brand beers into the
market, including brands such as "Lanli", "Lancheng", "Lanshi", "Xile" and
"Zhaopi". Together with the local brand beer "Di Huang Quan" produced by
Zao Yang High Worth Brewery, the Company intends to increase its marketing
efforts with respect to these new local brands. If the Company is unable to
obtain a new sub-license to produce Pabst Blue Ribbon beer in China after
November 7, 2003, these new local brands would be expected to become the
main product lines and the major source of revenues for High Worth Brewery
and Zao Yang High Worth Brewery after the expiration of the Pabst
sub-license on November 7, 2003. However, pursuant to the joint venture
agreement of Blue Ribbon Noble, the Company will continue to manage the
daily operations of Blue Ribbon Noble until the expiration of the joint
venture on June 10, 2013. In May 1999, Noble China Inc. 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 the PRC for 30 years commencing
in November 2003. Accordingly, management currently believes that Blue
Ribbon Noble will be able to obtain a sub-license from Noble China Inc.,
the 60% shareholder of Blue Ribbon Noble, to continue to produce and sell
Pabst Blue Ribbon beer in China after November 7, 2003, although there can
be no assurances in this regard (see Note 22).
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 High Worth Brewery, Blue Ribbon Noble and Blue Ribbon
Marketing, 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 was appointed to operate the Company in 2002, the Company
anticipates that the consolidation plan will continue if it is unable to
regain profitability in the near future.
In January 2003, the Company reorganized its marketing teams by reducing
the number of branch offices from 15 to 6. Management believes that the
reduction in branch offices will enhance the implementation of its
marketing strategies through clearer responsibilities and can allow its
sales force to more effectively attempt to arrest the decline in sales
volume. However, there can be no assurances that the Company will become
profitable in the near future. The Company may consider more severe
restructuring alternatives if it is unable to operate profitably in the
near future.
F-10
CBR BREWING COMPANY, INC.
- -------------------------
2. BASIS OF PRESENTATION - continued
The Company anticipates that its operating cash flows, 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 year ending
December 31, 2003. If the foregoing assumptions prove to be inaccurate, the
Company's cash flow may be adversely affected, which would negatively
impact the ability of the Company to conduct operations at current levels
and continue as a going concern.
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.
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.
Property, plant and equipment - Property, plant and equipment is stated at
cost less depreciation and amortization. Impaired assets are stated at fair
value. Depreciation and amortization are provided on the straight line
method based on the estimated useful lives of the assets as follows:
Land use rights . . . . . . . . . . 8-11 years
Buildings . . . . . . . . . . . . . 8-11 years
Plant, machinery and equipment. . . 8-11 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 together with buildings
and plant, machinery and equipment are amortized over the estimated
production life of the related breweries. During 2002, the Company recorded
impairment charges on land use rights, buildings, plant, machinery and
equipment, and construction in progress, which resulted in a change of the
estimated useful lives of the assets. The change, which was principally
implemented during the three months ended June 30, 2002, reduced
depreciation expense, net loss and net loss per share by RMB7,600,000,
RMB7,600,000 and RMB950,000, respectively.
F-11
CBR BREWING COMPANY, INC.
- -------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Construction in progress is stated at cost less impairment. It comprises
the direct costs of buildings, machinery and equipment under construction
and deposits and prepayments made on machinery and equipment pending
installation. Cost comprises the direct cost of construction and finance
expenses arising from borrowings used to finance the construction of
buildings, machinery and equipment until the construction, installation and
testing are complete. No depreciation is provided until the relevant assets
are available for commercial use.
Leased assets - Leases that transfer substantially all the rewards and
risks of ownership of assets to the Company 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.
Impairment of long-lived assets - The Company 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 generated 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 do not 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 all or some portion 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.
The provisions of Emerging Issues Task Force (EITF) No. 01-9 "Accounting
for Consideration Given by a Vendor to a Customer (Including a Reseller of
the Vendor's Products)", were adopted during 2002. The adoption of EITF No.
01-9 resulted in the reclassification of certain sales incentives
previously classified as selling expenses to reductions from sales. Prior
year amounts have been reclassified to conform to the current year's
presentation. These changes had no effect on the Company's operating
results. The amount of sales incentives included as a deduction from sales
in accordance with EITF No. 01-9 was RMB31,669,780, RMB46,745,947 and
RMB19,121,816 for the years ended December 31, 2002, 2001 and 2000,
respectively.
Advertising costs - Advertising costs are charged to expense in the
consolidated statements of operations as incurred. Advertising costs were
RMB75,249,729, RMB68,353,489 and RMB113,721,112 for the years ended
December 31, 2002, 2001 and 2000, respectively.
F-12
CBR BREWING COMPANY, INC.
- -------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
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 ("RMB") using the
applicable rates of exchange at the date of the transaction. 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 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 - Comprehensive income is defined to include all
changes in equity during a period from non-owner sources. Comprehensive
loss equaled net loss for the years ended December 31, 2002, 2001 and 2000.
Accordingly, a separate statement of comprehensive loss is not presented.
Stock-based compensation - The Company accounts for stock options issued to
consultants using the fair value method in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation". Under the fair value method, compensation cost
is measured 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 as
follows:
2002 2001 2000
------------- ------------ ------------
RMB RMB RMB
Net loss for the year, as reported
including total stock-based employee
compensation cost, net of related tax
effects, of RMB nil for 2002 and 2001,
and RMB174,452 for 2000 . . . . . . . . . . (210,303,836) (29,277,019) (28,905,192)
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards, net
of related tax effects. . . . . . . . . . . (201,249) (633,601) (1,743,270)
Pro forma net loss. . . . . . . . . . . . . . (210,505,085) (29,910,620) (30,648,462)
------------- ------------ ------------
Net loss per share:
Basic and diluted -- as reported. . . . . . . (26.26) (3.66) (3.61)
Basic and diluted - pro forma for stock-based
Compensation. . . . . . . . . . . . . . . . (26.28) (3.73) (3.83)
============= ============ ============
F-13
CBR BREWING COMPANY, INC.
- -------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Net loss 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 (such as convertible preferred
stock, warrants to purchase common stock and common stock options) were
exercised or converted into common stock.
The common shares issuable upon exercise of outstanding stock options (see
Note 16) were excluded from the calculation of diluted EPS since the
exercise prices exceeded the average fair market value of the common stock
during 2002, 2001 and 2000. 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, including those related to interest in an associated company,
allowance for doubtful accounts, impairment of assets and income taxes,
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.
Accounting standards recently adopted - In June 2001, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 142, "Goodwill and
Other Intangible Assets", which became effective on 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. SFAS No. 142 was adopted by the
Company on January 1, 2002. The adoption of SFAS No. 142 did not have a
significant impact on the Company's financial position or results of
operations.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which became effective on
January 1, 2002. SFAS No. 144 addresses the financial accounting and
reporting requirements for the impairment or disposal of long-lived assets
and discontinued operations. SFAS No. 144 applies to all recorded
long-lived assets that are held for use or that will be disposed of, but
excludes goodwill and other intangible assets that are not amortized. SFAS
No. 144 was adopted by the Company on January 1, 2002. The adoption of SFAS
No. 144 did not have a significant impact on the Company's financial
position or results of operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS No. 148 amends SFAS No.
123, "Accounting for Stock-Based Compensation ", to provide alternative
methods of transition for a voluntary change to the fair value-based method
of accounting for stock-based employee compensation. In addition, SFAS No.
148 amends the disclosure requirements of SFAS No. 123 to require more
prominent disclosures in both annual and interim consolidated financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
Company adopted SFAS No. 148 effective December 31, 2002. The adoption of
SFAS No. 148 did not have a significant impact on the Company's financial
position or results of operations. The Company has elected to continue to
account for its employee stock options using the intrinsic value method
under APB No. 25.
F-14
CBR BREWING COMPANY, INC.
- -------------------------
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
New accounting standards not yet adopted - 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 does not anticipate that the
adoption of SFAS No. 143 will have a significant impact on its financial
position or results of operations.
In June, 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", which requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal
plan. Such costs covered by SFAS No. 146 include lease termination costs
and certain employee severance costs that are associated with a
restructuring, discontinued operation, plant closing, or other exit or
disposal activity. SFAS No. 146 replaces the previous accounting guidance
provided by the EITF No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)". SFAS No. 146 is to be applied
prospectively to exit or disposal activities initiated after December 31,
2002. The Company does not anticipate that the adoption of SFAS No. 146
will have a significant impact on its financial position or results of
operations.
In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45,
"Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others". FIN No. 45
clarifies disclosures that are required to be made for certain guarantees
and establishes a requirement to record a liability at fair value for
certain guarantees at the time of the guarantee's issuance. The disclosure
requirements of FIN No. 45 have been. applied in the Company's 2002
financial statements. The requirement to record a liability applies to
guarantees issued or modified after December 31, 2002. The Company will
adopt the measurement and recording provisions of FIN No. 45 prospectively
in 2003.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities, an Interpretation of ARB 51". FIN No. 46 requires that
the primary beneficiary in a variable interest entity consolidate the
entity even if the primary beneficiary does not have a majority voting
interest. The consolidation requirements of FIN No. 46 are required to be
implemented for any variable interest entity created on or after January
31, 2003. In addition, FIN No. 46 requires disclosure of information
regarding guarantees or exposures to loss relating to any variable interest
entity existing prior to January 31, 2003 in financial statements issued
after January 31, 2003. FIN No. 46 became effective on January 31, 2003,
and will not have a material impact on the Company's financial position or
results of operations.
Reclassifications - Certain prior year 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-15
CBR BREWING COMPANY, INC.
- -------------------------
4. ACCOUNTS RECEIVABLE
Accounts receivable comprise:
2002 2001
------------ -------------
RMB RMB
Accounts receivable - trade . . . . . . 205,632,044 164,610,117
Less: Allowance for doubtful accounts . (90,991,024) (104,632,067)
------------ -------------
114,641,020 59,978,050
============ =============
Movement of allowance for doubtful accounts is summarized as follows:
2002 2001 2000
------------ ----------- -----------
RMB RMB RMB
Balance as at January 1 . . 104,632,067 81,652,544 59,834,318
Provided during the year. . 18,411,931 22,979,523 21,869,566
Written off during the year (32,052,974) - (51,340)
------------ ----------- -----------
Balance as at December 31 . 90,991,024 104,632,067 81,652,544
============ =========== ===========
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
2002 2001
---------- ----------
RMB RMB
Inventories comprise:
Raw materials . . . . . . . . . . . . 28,130,712 24,120,013
Work in progress. . . . . . . . . . . 4,169,690 5,802,324
Finished goods. . . . . . . . . . . . 21,879,615 23,391,645
---------- ----------
54,180,017 53,313,982
========== ==========
F-16
CBR BREWING COMPANY, INC.
- -------------------------
7. INTEREST IN AN ASSOCIATED COMPANY
2002 2001
----------- -----------
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. . . . . . . . . . 4,398,717 49,802,788
----------- -----------
213,760,312 259,164,383
----------- -----------
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 mainly arose from the purchase of
beer products for resale, which is unsecured, interest-free and repayable
on demand.
The following is summarized financial information of Blue Ribbon Noble:
2002 2001
----------- -----------
RMB RMB
Balance sheets
--------------
Current assets. . . . . . . . 251,868,373 261,423,849
Property, plant and equipment 226,776,229 360,162,062
Restricted bank deposits. . . 36,032,396 35,700,000
----------- -----------
Total assets. . . . . . . . . 514,676,998 657,285,911
----------- -----------
Current liabilities . . . . . 137,101,494 107,619,213
Deferred income taxes . . . . - 13,218,000
Equity. . . . . . . . . . . . 377,575,504 536,448,698
----------- -----------
Total liabilities and equity. 514,676,998 657,285,911
=========== ===========
F-17
CBR BREWING COMPANY, INC.
- -------------------------
7. INTEREST IN AN ASSOCIATED COMPANY - continued
Statements of operations
------------------------
2002 2001 2000
------------ ----------- ------------
RMB RMB RMB
Sales, net of sales taxes . . . . . . 328,424,510 297,813,353 443,092,393
============ =========== ============
Gross profit. . . . . . . . . . . . . 82,878,946 81,650,700 152,008,267
============ =========== ============
Net income (loss) . . . . . . . . . . (83,362,154) 7,369,305 (46,022,668)
============ =========== ============
The Company's share of net (loss)
income after the deduction of
unrealized intercompany profit and
other intercompany adjustments. . . (15,199,655) 8,853,607 39,465,006
============ =========== ============
During the year ended December 31, 2002, as a result of lower than expected
operating results and continuing uncertainty with respect to the renewal of
the Pabst Blue Ribbon sub-license (see Note 22), Blue Ribbon Noble
conducted an evaluation of the carrying value of its land use rights,
buildings, machinery and equipment, and construction in progress, as well
as the related estimated future cash flows, which included the assumption
that Blue Ribbon Noble would obtain the renewal of the Pabst Blue Ribbon
sub-license from its major shareholder prior to the expiration of the
existing sub-license on November 7, 2003. As a result of this evaluation,
Blue Ribbon Noble recorded a provision for impairment of its property,
plant and equipment of RMB101,500,000 for the year ended December 31, 2002.
The Company is currently unable to predict the effect of Noble China Inc.'s
financial difficulties and management and other uncertainties as described
in Note 22 on Blue Ribbon Noble, including Noble China Inc.'s ability to
grant a sub-license to Blue Ribbon Noble to produce Pabst Blue Ribbon beer
in China after the existing sub-license expires on November 7, 2003. If
Noble China Inc. is unable to renew the Pabst sub-license with Blue Ribbon
Noble, or if other related estimates and assumptions change adversely in
the future, Blue Ribbon Noble may be required to record an additional
impairment charge.
On April 3, 2002, Blue Ribbon Noble was served with a preservation order
from the High Court of Shandong Province freezing a portion of its bank
accounts with aggregate balances of approximately RMB35,700,000, in
connection with 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 asserting a total claim against Noble China
Inc. of approximately RMB53,100,000. Noble China Inc., through its
wholly-owned subsidiary, Linchpin, 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 of RMB17,400,000. Blue Ribbon Noble has engaged
legal.
F-18
CBR BREWING COMPANY, INC.
- -------------------------
7. INTEREST IN AN ASSOCIATED COMPANY - continued
counsel in the PRC to file a challenge to the court order, but there can be
no assurances that this effort will be successful.
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.
In May 2002, Blue Ribbon Noble declared a dividend distribution of
RMB75,511,040, of which RMB30,204,416 has been paid to High Worth Brewery,
while the dividend payable to Linchpin amounting to RMB45,306,624 can only
be remitted to Linchpin when the preservation order is released and
approval from the Foreign Exchange Bureau is obtained.
On July 19, 2002, Noble China Inc. announced that the Shandong Court ruled
against it and ordered it to pay the amount of claims in the sum of
US$3,999,988 and RMB20,000,000 plus legal costs of RMB541,210, and interest
from June 21, 2001 within one month of the judgment. Noble China Inc.
announced that it would appeal the Shandong Court's decision to the Supreme
Court of the PRC.
On September 23, 2002, the Shandong Court issued a new preservation order
to those banks where Blue Ribbon Noble kept its previously frozen funds,
requiring them to extend the period of preservation for an additional six
months until March 23, 2003.
On March 21, 2003, the Shandong Court further extended its Preservation
Order for another six months to September 23, 2003.
8. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is comprised of the following:
2002 2001
------------ -------------
RMB RMB
At cost:
Land use rights and buildings . . . . . . . . . 34,440,195 106,549,751
Leasehold improvements. . . . . . . . . . . . . 2,352,827 2,352,827
Plant, machinery and equipment. . . . . . . . . 35,179,488 248,745,922
Motor vehicles. . . . . . . . . . . . . . . . . 9,598,084 10,541,379
Construction in progress. . . . . . . . . . . . 976,936 2,624,623
------------ -------------
Total 82,547,530 370,814,502
Less: Accumulated depreciation and amortization (18,360,620) (153,146,398)
------------ -------------
64,186,910 217,668,104
============ =============
F-19
CBR BREWING COMPANY, INC.
- -------------------------
9. BANK BORROWINGS
2002 2001
------------- -------------
RMB RMB
Bank borrowings are comprised of:
Bank borrowings . . . . . . . . . 130,973,977 122,235,735
Less: Current portion . . . . . . (130,818,717) (109,835,524)
------------- -------------
Long-term portion . . . . . . . . 155,260 12,400,211
------------- -------------
As of December 31, 2002, 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 RMB96,000,000 and RMB34,973,977, respectively. The
aggregate net book value of property, plant and equipment pledged to banks
as of December 31, 2002 and 2001 amounted to RMB32,190,763 and
RMB206,165,441, respectively. During the year ended December 31, 2002, the
Company also pledged 16.92% of its 40% interest in Blue Ribbon Noble to
secure such bank borrowings. As of December 31, 2002, the loan renewal
agreement with respect to a bank loan of RMB30,104,000 to Zao Yang High
Worth Brewery was pending. This loan had expired on September 30, 2002, and
was repayable on demand at December 31, 2002. Zao Yang High Worth Brewery
has continued to pay the interest that is accruing on this loan, and the
bank has not made a demand for repayment. This balance has been classified
as a current liability in the financial statements as at December 31, 2002.
There are no significant covenants or financial restrictions relating to
the Company's bank borrowings. The Company has no other lines of credit.
The weighted average interest rates as of December 31, 2002 and 2001 were
6.3% per annum.
10. INCOME TAXES
The components of loss before income taxes, minority interests and equity
in (loss) earnings of an associated company are as follows:
Years ended December 31,
-------------------------------------------
2002 2001 2000
------------- ------------- -------------
RMB RMB RMB
US . . . . . . . . (8,153,048) (6,466,451) (6,267,491)
BVI. . . . . . . . (5,614,976) (8,056,720) (12,089,369)
PRC. . . . . . . . (173,456,796) (38,636,713) (84,358,218)
------------- ------------- -------------
(187,224,820) (53,159,884) (102,715,078)
============= ============= =============
US
The Company is subject to taxes in the 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, 2002, the estimated tax losses of the Company
F-20
CBR BREWING COMPANY, INC.
- -------------------------
10. INCOME TAXES - continued
available for carryforward in the US are approximately RMB854,668
(US$102,972), RMB410,584 (US$49,468) and RMB307,100 (US$37,000), which
expire in 2012, 2020 and 2022, 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
current Income Tax Law of China concerning Foreign Investment Enterprises
and Foreign Enterprises (the "FIE Law"), 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 last year
of 50% tax exemption for Blue Ribbon Noble was 1998 and for High Worth
Brewery was 2000.
Had these tax holidays and concessions not been available, the tax charge
would have been higher by approximately RMB nil, RMB nil and RMB7,245,000,
representing RMB nil, RMB nil and RMB0.90 per share, for the years ended
December 31, 2002, 2001 and 2000, respectively.
The Company'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 Company. At December 31, 2002, tax losses
available for carryforward in the PRC were RMB177,080,470, which can be
carried forward for five years.
BVI
The Company's subsidiaries incorporated in the 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:
Years ended December 31,
--------------------------
2002 2001 2000
------- ------ ---------
RMB RMB RMB
Current
- PRC . . . 325,894 40,000 4,140,152
======= ====== =========
F-21
CBR BREWING COMPANY, INC.
- -------------------------
10. INCOME TAXES - continued
The reconciliation of effective income tax rates of the Company to the
statutory income tax rate in the PRC is as follows:
Years ended December 31,
-------------------------------
2002 2001 2000
---------- --------- --------
Statutory tax rate. . . . . . 33% 33% 33%
Tax holidays and concessions. - - 7%
Foreign rate differential . . (2%) (9%) (6%)
Change in valuation allowance (31%) (24%) (38%)
---------- --------- --------
- - (4%)
========== ========= ========
Deferred tax assets comprise the following:
2002 2001
------------- ------------
RMB RMB
Deferred tax assets:
Tax loss carryforward . . . . . . . . . . . . . 58,436,556 48,577,342
Accounts receivable . . . . . . . . . . . . . . 30,027,038 34,528,582
Inventories . . . . . . . . . . . . . . . . . . 581,130 412,500
Property, plant and equipment . . . . . . . . . 25,979,531 -
------------- ------------
115,024,255 83,518,424
Valuation allowance . . . . . . . . . . . . . . . (112,011,035) (56,865,759)
------------- ------------
. . . . . . . . . . . . . . . . . . . . . . . . . 3,013,220 26,652,665
------------- ------------
Deferred tax liabilities:
Tax depreciation in excess of book depreciation - (24,000,586)
Others. . . . . . . . . . . . . . . . . . . . . (3,013,220) (2,652,079)
------------- ------------
(3,013,220) (26,652,665)
. . . . . . . . . . . . . . . . . . . . . . . . . ------------- ------------
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,
2002 and 2001, 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-22
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 Company on behalf of the PRC tax authorities and is therefore not
charged to the consolidated statements of operations. 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
transactions 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
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 rate of the RMB equivalent of US$1.00 as of December 31, 2002,
2001 and 2000 was approximately RMB8.30.
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, provided
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.
F-23
CBR BREWING COMPANY, INC.
- -------------------------
13. DISTRIBUTION OF PROFITS - continued
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 articles of association of the respective
companies, 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, 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 articles of association of the
respective companies, 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 2002, 2001 and 2000, 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 will determine the appropriations with
regard to the economic situation of the companies.
As described in Note 2 to the consolidated financial statements, the net
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.
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 RMB3,600,000 payable to Blue Ribbon Group, which
was paid during 2001.
F-24
CBR BREWING COMPANY, INC.
- -------------------------
13. DISTRIBUTION OF PROFITS - continued
On April 16, 2002, April 26, 2002 and May 6, 2002, respectively, the Board
of Directors of High Worth Brewery declared dividend distributions of
RMB15,181,250, RMB2,500,000 and RMB 28,702,416, respectively, resulting in
RMB18,553,467 payable to Blue Ribbon Group, which was paid during 2002.
As of December 31, 2002 and 2001, the retained earnings calculated
according to PRC accounting standards and regulations available for
distribution amounted to approximately RMB 68,656,451 and RMB 60,892,426,
respectively.
14. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
(a) During the years ended December 31, 2002, 2001 and 2000, interest paid
was RMB7,751,522, RMB7,833,887 and RMB10,728,115, respectively.
(b) During the years ended December 31, 2002, 2001 and 2000, income tax
paid was RMB2,253,653, RMB5,696,663 and RMB3,500,000, 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
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 will 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.
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.
F-25
CBR BREWING COMPANY, INC.
- -------------------------
15. RELATED PARTY TRANSACTIONS AND ARRANGEMENTS - continued
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
resources, 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) Sales of raw materials
The Company sold raw materials of RMB22,145,722, RMB22,575,757 and
RMB97,829 to Blue Ribbon Noble for the years ended December 31, 2002,
2001 and 2000, respectively. These transactions were carried out at
cost between the parties.
(c) Purchases of packaging materials
The Company purchased packaging materials from Blue Ribbon Group and
its group of companies amounting to RMB40,681,947 for the year ended
December 31, 2000. No such transactions occurred during the years
ended December 31, 2002 and 2001. The transactions were carried out on
agreed terms between the parties.
(d) Purchases of beer products
During the years ended December 31, 2002, 2001 and 2000, the Company
purchased beer products for resale from Blue Ribbon Noble amounting to
RMB355,495,774, RMB341,080,358 and RMB466,532,300, respectively, and
received an allocation of sales incentives (as defined in EITF No.
01-9) from Blue Ribbon Noble of RMB2,446,170, RMB22,438,789 and RMB
nil, respectively. During the years ended December 31, 2002, 2001 and
2000, the Group purchased beer products from Sichuan High Worth
Brewery for resale amounting to RMB nil, RMB10,482,557 and
RMB42,906,772, respectively. The transactions were carried out at
agreed on terms between the parties.
During the years ended December 31, 2002 and 2001, the Company
purchased RMB89,080,304 and RMB91,015,274 of beer products from Blue
Ribbon Noble, respectively. This amount represents the direct variable
cost of producing these beer products. No such transactions occurred
during the year ended December 31, 2000.
F-26
CBR BREWING COMPANY, INC.
- -------------------------
15. RELATED PARTY TRANSACTIONS AND ARRANGEMENTS - continued
(e) Royalty fee
During the years ended December 31, 2002, 2001 and 2000, a royalty fee
of RMB4,829,164, RMB3,885,963 and RMB5,059,063, 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 2002 or 2001.
(g) Loss 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 2002 or 2001.
(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
resulting from routine intercompany business transactions. The amounts
are unsecured, interest-free and repayable on demand.
During 2002, Zao Yang High Worth Brewery received an advance of
RMB11,000,000 from its local partner, Zao Yang Brewery, which is the
45% shareholder of Zao Yang High Worth Brewery. This advance was
converted into additional capital of Zao Yang High Worth Brewery as at
December 31, 2002. High Worth Brewery also contributed its 55% share
of additional capital through a deduction of RMB13,444,500 from its
intercompany balance due from Zao Yang High Worth Brewery. This
transaction was formally completed as at December 31, 2002.
(i) Amounts due to related companies
As of December 31, 2002 and 2001, the amounts due to related companies
consist of payable balances to Blue Ribbon Group and its group of
companies of RMB1,560 and RMB2,435,577, respectively.
The balances with group companies of Blue Ribbon Group arose from the
purchases of raw materials.
The amounts are unsecured, interest-free and repayable on demand.
F-27
CBR BREWING COMPANY, INC.
- -------------------------
15. RELATED PARTY TRANSACTIONS AND ARRANGEMENTS - continued
(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.
During 2002, the Company loaned RMB5,500,000 to Zao Yang High Worth
Brewery. The loan was unsecured, bearing interest at 3.6% per annum
and was repayable on December 31, 2002. Also, in 2002, Zao Yang High
Worth Brewery advanced RMB5,500,000 to Guangdong Blue Ribbon. The
advance to Guangdong Blue Ribbon was unsecured, interest-free and had
no fixed date of repayment. Both of these loans were fully repaid
during 2002.
16. 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 is required to 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 possessed 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 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.
F-28
CBR BREWING COMPANY, INC.
- -------------------------
16. STOCK OPTION PLAN - continued
Option activity under the Plan is summarized as follows:
Outstanding options
--------------------------
Weighted
average
Number exercise price
of shares per share
---------- --------------
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
Forfeited. . . . . . . . . . . . (58,000) US$1.70
---------- --------------
Outstanding at December 31, 2001 700,000 US$1.76
Forfeited. . . . . . . . . . . . (500,000) US$1.80
---------- --------------
Outstanding at December 31, 2002 200,000 US$1.67
========== ==============
Additional information on options outstanding at December 31, 2002 is as
follows:
Options
exercisable as
Options outstanding of December 31,
as of December 31, 2002 2002
------------------------- --------------
Weighted
average
remaining
Number contractual
Exercise prices outstanding life (years)
--------------- ----------- ------------
US$3.87 . . . . 60,000 3 60,000
US$0.72 . . . . 140,000 2 140,000
----------- ------------ --------------
200,000 2.3 200,000
=========== ============ ==============
At December 31, 2002, 2001 and 2000, 600,000, 100,000 and 42,000 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). The fair value of the options
granted during 2000 was estimated on the date of grant using the
Black-Scholes option pricing model using the following assumptions:
risk-free interest rate of 6.75%; expected life of 3 to 5 years; expected
volatility of 100%; and no dividends. The total compensation expense for
such stock options recognized in the consolidated statements of operations
for the year ended December 31, 2000 was RMB174,452. The Company did not
F-29
CBR BREWING COMPANY, INC.
- -------------------------
16. STOCK OPTION PLAN - continued
recognize any compensation expense for stock options in the consolidated
statements of operations for the years ended December 31, 2002 and 2001.
17. 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 and was in negotiations with certain
interested parties in an effort to dispose of its equity interest in Jilin
Lianli Brewery; however, no formal agreement had been reached at 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
March 2001, the Company recorded a further provision for impairment of
plant, machinery and equipment at Jilin Lianli Brewery of RMB2,750,000. The
Company decided to write-off its remaining investment in Jilin Lianli
Brewery of RMB1,224,109 when discussions with interested parties ceased
during the three months ended June 30, 2001.
During 2002, as a result of the uncertainty with respect to the renewal of
the Pabst Blue Ribbon sub-license and continuing negotiations between the
Company's major shareholder and the major Debenture holders of Noble China
Inc. regarding the future of Noble China Inc. as described in Note 22,
combined with reduced sales, continuing operating losses and various legal
and business issues, the Company conducted an evaluation of the carrying
value of its land use rights and buildings, plant, machinery and equipment,
and construction in progress, as well as the related expected future cash
flows. As a result of these evaluations, the Company recorded total
impairment charges of RMB82,000,000 and RMB62,000,000 for the year ended
December 31, 2002, for Zhaoqing Brewery and Zao Yang High Worth Brewery,
respectively.
The impairment charges were based on certain assumptions regarding the
Company's future cash flows and other factors used to determine the fair
value of its land use rights and buildings, plant, machinery and equipment,
and construction in progress, including the assumption that the Company may
not be granted a renewal of the sub-license to produce Pabst Blue Ribbon
beer after the existing sub-license expires on November 7, 2003. If these
estimates or the related assumptions change adversely in the future, the
Company may be required to record an additional impairment charge. In
addition, Blue Ribbon Noble also recorded a provision for impairment of its
land use rights and buildings, and machinery and equipment of
RMB101,500,000 for the year ended December 31, 2002, as a result of its
reassessment of the fair value of its property, plant and equipment and the
related expected future cash flow (see Note 7).
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 from
Zhaoqing Brewery and Blue Ribbon Marketing totaled RMB20,396,494 and
RMB1,912,742, respectively. As a result, the Company recorded restructuring
costs of RMB22,309,236 for the year ended December 31, 2001. In addition,
severance payments to the employees of Blue Ribbon Noble were RMB8,729,830,
of which RMB3,491,932 was included in the equity in (loss) earnings of an
associated company.
F-30
CBR BREWING COMPANY, INC.
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19. RETIREMENT PLANS
As stipulated by the PRC government regulations, High Worth Brewery and
Blue Ribbon Marketing have defined contribution retirement plans for all of
their full-time employees. During the years ended December 31, 2002, 2001
and 2000, the monthly contributions of High Worth Brewery were calculated
at 18.0%, 18.0% and 17.8%, respectively, and the monthly contributions of
Blue Ribbon Marketing was calculated at 5.0%, 5.0% and 5.0%, respectively,
of the basic salaries of the full-time employees. The pension costs charged
to operations by High Worth Brewery and Blue Ribbon Marketing during the
years ended December 31, 2002, 2001 and 2000 amounted to RMB3,276,484,
RMB2,841,594 and RMB2,098,414, respectively.
The Company's Hong Kong office did not have any retirement plan in
operation until June 1, 1998. During the years ended December 31, 2002,
2001 and 2000, the monthly contribution of the Company for full-time
employees in its Hong Kong office was calculated at 10.3%, 9.0% and 7.0%,
respectively, of the basic salary of the full-time employees. The pension
costs charged to operations by the Company for full-time employees in its
Hong Kong office were RMB290,168, RMB237,388 and RMB177,487 in 2002, 2001
and 2000, respectively.
20. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of current assets and
liabilities and long-term bank borrowings. The fair value of the current
assets and liabilities approximates the carrying amounts due to the
short-term nature of these instruments. Cash denominated in foreign
currency has been translated at the applicable unified exchange rate. The
fair value of the long-term bank borrowings approximates the carrying
amounts due to the variable nature of the interest rates of these
instruments.
21. CONCENTRATION OF RISKS
The Company's operating assets and primary sources 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 Company 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 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.
F-31
CBR BREWING COMPANY, INC.
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21. CONCENTRATION OF RISKS - continued
The sale and distribution of products under the "Pabst Blue Ribbon" brand
in 2002, 2001 and 2000 accounted for 87%, 94% and 98% of the Company's
revenues, respectively. As discussed in Note 22, the Company's sub-license
to produce and sell "Pabst Blue Ribbon" beer expires in November 2003.
Further, the Company purchases Pabst Blue Ribbon Beer from Blue Ribbon
Noble and is heavily dependent on Blue Ribbon Noble. The majority
shareholder of Blue Ribbon Noble, Noble China Inc., has recently publicly
reported that it was experiencing severe financial difficulties, was unable
to meet its financial commitment and was insolvent, and was considering
various causes of action. The impact, if any, of this and other matters
relating to Noble China Inc. as discussed in Note 7 is uncertain.
The Company's financial instruments that are exposed to concentration of
credit risk consist primarily of cash and cash equivalents, and accounts
receivable from customers. Cash and cash equivalents are maintained with
major banks in the PRC. The Company's business activity is with customers
in the PRC. The Company 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
sub-license the use of the trademarks to any other enterprise in the PRC.
Pursuant to the terms of a sub-license 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 sub-license agreement is valid until November 7,
2003. In consideration for the sub-license granted, High Worth Brewery is
obligated to pay Blue Ribbon Group a royalty fee of US$11.70 for each
metric ton produced.
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 sub-license 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.
F-32
CBR BREWING COMPANY, INC.
- -------------------------
22. COMMITMENTS AND CONTINGENCIES - continued
Licensing and related matters - continued
In the event that High Worth Brewery desires to obtain a sub-license
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 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 sub-license agreement
with High Worth Brewery by Blue Ribbon Group and the Pabst trademark issue
in 1999 in which Noble China Inc. entered into a license agreement with
Pabst Brewing Company, granting Noble China Inc. the right to utilize the
Pabst Blue Ribbon trademark for a period of thirty years 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.
Noble China Inc., a public company formerly listed on the Toronto Stock
Exchange, is the 60% shareholder of Blue Ribbon Noble, and 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 the PRC for 30 years commencing in November 2003.
During 2002, Noble China Inc. publicly reported that it was experiencing
severe financial difficulties, was unable to meet its financial commitments
and was insolvent, and was considering various courses of action.
On July 19, 2002, Noble China Inc. announced that the Shandong Court ruled
against it and ordered it to pay the amount of claims in the sum of
US$3,999,988 and RMB20,000,000 plus legal costs of RMB541,210, and interest
from June 21, 2001 within one month of the judgment. Noble China Inc.
announced that it would appeal the Shandong Court's decision to the Supreme
Court of the PRC.
F-33
CBR BREWING COMPANY, INC.
- -------------------------
22. COMMITMENTS AND CONTINGENCIES - continued
Licensing and related matters - continued
On July 22, 2002, Noble China Inc. held its Annual and General Meeting of
Shareholders. A Special Meeting of Shareholders and a Meeting of Debenture
holders were also held on July 22, 2002 to seek approval for certain
amendments to its 9% Convertible Subordinated Debentures and to the Trust
Indenture governing the Debentures. Noble China Inc. has CDN$30,000,000 of
outstanding Debentures. As a result of ongoing discussions between the
major Debenture holders and the City of Zhaoqing, which is indirectly a
major shareholder of Noble China Inc., regarding a possible restructuring
of Noble China Inc., the amendments to the Debentures and to the Trust
Indenture were not presented for a vote at the Special Meeting of
Shareholders and at the Meeting of Debenture holders; both such meetings
were instead adjourned to times and places to be determined.
On September 3, 2002, Noble China Inc.'s report for the three months ended
June 30, 2002 disclosed that although the major shareholder and the major
Debenture holders were continuing their discussions, no meaningful progress
had been noted and the directors of Noble China Inc. planned to resign on
September 20, 2002.
On September 24, 2002, a press release by Noble China Inc. announced that
one of its three directors had resigned on September 20, 2002, and that the
remaining two directors intended to resign. On November 12, 2002, Noble
China Inc. held a meeting of shareholders to elect a new Board of Directors
to consist of three members; three candidates nominated by Lan Wei, a
company controlled by the City of Zhaoqing, were elected to the Board of
Directors.
Discussions between holders of a majority of the Debentures and
representatives of the City of Zhaoqing regarding a reorganization of Noble
China Inc. resulted in a preliminary agreement in principle with respect to
settlement in full of the outstanding Debentures. Discussions between
representatives of the City of Zhaoqing and Pabst Brewing Company regarding
a reorganization of Noble China Inc. and a restructuring of the master
license agreement that becomes effective on November 7, 2003 resulted in
the execution of a non-binding term sheet in March 2003. These agreements
are both conditional on Noble China Inc. being able to implement a formal
reorganization of its debt and equity securities. The successful
reorganization of Noble China Inc. is subject to the preparation and
execution of definitive agreements and a plan of reorganization, compliance
with all applicable laws and regulations, and the funding, approval and
consummation of a court-approved reorganization plan of Noble China Inc.
Accordingly, as a result of the uncertainty with respect to these matters,
there can be no assurances that Noble China Inc. will be successfully
reorganized or that the Company and Blue Ribbon Noble will be able to
retain the right to produce and distribute Pabst Blue Ribbon beer in China
subsequent to November 7, 2003.
As of December 31, 2002, the Company and Blue Ribbon Noble have not
obtained a renewal of their respective Pabst Blue Ribbon sub-license
agreements, which expire on November 7, 2003. The inability of the Company
or Blue Ribbon Noble to obtain or renew 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 and Blue Ribbon Noble 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.
F-34
CBR BREWING COMPANY, INC.
- -------------------------
22. COMMITMENTS AND CONTINGENCIES - continued
Operating lease commitments
The Company leases premises under various operating leases which do not
contain any renewal or escalation clauses. Rental expense under operating
leases was RMB1,513,584, RMB1,654,994 and RMB2,304,004 during the years
ended December 31, 2002, 2001 and 2000, respectively.
As of December 31, 2002, the Company was obligated under operating leases
requiring minimum rentals as follows:
RMB
Year ending December 31, 2003 . . . . . . . . . . . 492,672
=======
Commitments
As of December 31, 2002, the Company had the following commitments, which
had not been provided for in the financial statements:
RMB
Capital expenditures in respect of the purchase of
property, plant and equipment . . . . . . . . . . . . . . . 2,355,378
===========
Expenditures in respect of signed advertising contracts . . . 5,967,408
===========
23. SUBSEQUENT EVENTS
On March 24, 2003, the Board of Directors of the Company and High Worth JV
approved a short-term loan of RMB 46,000,000 from High Worth JV to Lan Wei,
a company controlled by the City of Zhaoqing that is the controlling
shareholder of the Company. Of such amount, RMB 20,000,000 is to be
invested in businesses affiliated with Lan Wei that sell beverage
containers to the Company and RMB 26,000,000 is to be used to facilitate
the reorganization or restructuring of Noble China Inc. (see Note 22). Lan
Wei has agreed to repay the RMB 20,000,000 loan by June 30, 2003. The RMB
26,000,000 is being held in a bank escrow account, and will be repaid to
the Company if and when it is determined that it is not possible to file a
confirmable plan of reorganization or implement an out-of-court
restructuring of Noble China Inc., but in no event later than December 31,
2003. The loans bear interest at 3.9% per annum.
During the past few years, Lan Wei has invested substantial capital in
Noble China Inc. and the Company, and has also used its relationships to
arrange for substantial bank financing for the Company, in order to
facilitate the strategic development of the Pabst Blue Ribbon beer business
in China. Lan Wei believes that a successful reorganization or
restructuring of Noble China Inc. is in the long-term interest of the
Company and Blue Ribbon Noble, as it will assure such entities the right to
produce and distribute Pabst Blue Ribbon beer in China for a period of
thirty years from November 7, 2003.
F-35
CBR BREWING COMPANY, INC.
- -------------------------
23. SUBSEQUENT EVENTS - continued
If and when Noble China Inc. is successfully reorganized or restructured,
it is expected that the Company will receive a sub-license or an assignment
of the license to produce and distribute Pabst Blue Ribbon in China, and
that the Company will have the option to have the RMB 26,000,000 loan
repaid by the transfer to the Company of any assets that Lan Wei may
acquire in conjunction with a reorganization or restructuring of Noble
China Inc. with a fair value equivalent to the loan amount.
During the three months ended March 31, 2003, the Company and Blue Ribbon
Noble experienced significant decreases in sales and continuing operating
losses. The Company and Blue Ribbon Noble are in the preliminary stages of
assessing the potential effect, if any, that this development may have on
the Company's financial position and results of operations at March 31,
2003, including a possible further impairment charge with respect to
property, plant and equipment.
F-36
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
Report and Financial Statements
For the years ended December 31, 2002, 2001 and 2000
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
- ---------------------------------------
(Registered in the People's Republic of China)
REPORT AND FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
- ----------------------------------------------------
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 - 26
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, 2002 and 2001, and the related
statements of operations, shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 2002 (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 audits 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 financial statements present fairly, in all material
respects, the financial position of Zhaoqing Blue Ribbon Brewery Noble Ltd. as
of December 31, 2002 and 2001, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying 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 has incurred a significant loss and
experienced negative cash flows in 2002 and its sub-license to produce and
distribute Pabst Blue Ribbon beer in the Guangdong Province of China expires on
November 7, 2003. In addition, as described in note 21, the minority
shareholder of the Company, to which the Company is heavily dependent on for its
sales, has a net working capital deficiency and incurred significant losses in
recent years. Further, as described in note 22, the majority shareholder of the
Company is experiencing severe financial difficulties and other pervasive
uncertainties which may impact the operations of the Company and its ability to
renew its sub-license to produce and distribute Pabst Blue Ribbon beer in China.
These factors raise substantial doubt about the Company's 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 these uncertainties.
Deloitte Touche Tohmatsu
Hong Kong
April 10, 2003
F-1
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
BALANCE SHEETS
As of December 31,
----------------------------------------
2002 2002 2001
------------ ------------- -----------
US$ RMB RMB
(Note 3)
ASSETS
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . 1,111,107 9,222,188 81,728,990
Accounts receivable, net of allowance for doubtful
accounts of RMB2,137,528 and RMB2,137,528
for 2002 and 2001, respectively (note 4) . . . . . - - -
Bills receivable (note 5). . . . . . . . . . . . . . 3,541,273 29,392,570 63,393,624
Inventories (note 6) . . . . . . . . . . . . . . . . 7,441,243 61,762,314 46,501,346
Prepayments and deposits . . . . . . . . . . . . . . 1,268,410 10,527,799 2,670,672
Amounts due from related companies, net of
allowance for doubtful accounts of RMB163,475,000
and RMB152,775,000 for 2002 and 2001,
respectively (notes 4 and 17a) . . . . . . . . . . 16,983,554 140,963,502 65,808,364
Income tax receivables . . . . . . . . . . . . . . . - - 1,320,853
------------ ------------- -----------
Total current assets . . . . . . . . . . . . . . . . . 30,345,587 251,868,373 261,423,849
Property, plant and equipment, net (note 8). . . . . . 27,322,437 226,776,229 360,162,062
Restricted bank deposits . . . . . . . . . . . . . . . 4,341,253 36,032,396 35,700,000
------------ ------------- -----------
Total assets . . . . . . . . . . . . . . . . . . . . . 62,009,277 514,676,998 657,285,911
============ ============= ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . 3,848,197 31,940,036 21,866,385
Dividend payable . . . . . . . . . . . . . . . . . . 5,458,629 45,306,624 11,896,084
Accrued advertising expenses . . . . . . . . . . . . 973,883 8,083,232 5,057,360
Accrued employee welfare and incentive fund
liabilities. . . . . . . . . . . . . . . . . . . . 809,707 6,720,567 27,037,419
Accrued other liabilities. . . . . . . . . . . . . . 1,885,939 15,653,297 16,881,901
Amounts due to related companies (note 17b). . . . . 2,563,205 21,274,602 17,602,887
Sales taxes payable (note 9) . . . . . . . . . . . . 861,412 7,149,716 7,277,177
Income taxes payable . . . . . . . . . . . . . . . . 117,280 973,420 -
------------ ------------- -----------
Total current liabilities. . . . . . . . . . . . . . . 16,518,252 137,101,494 107,619,213
------------ ------------- -----------
Long-term liabilities:
Deferred income taxes (note 7) . . . . . . . . . . . - - 13,218,000
------------ ------------- -----------
Commitments and contingencies (note 22)
Shareholders' equity:
Contributed capital (note 10). . . . . . . . . . . . . 57,342,169 475,940,000 475,940,000
General reserve and enterprise development funds
(note 12). . . . . . . . . . . . . . . . . . . . . . 4,412,531 36,624,008 32,428,949
(Accumulated loss) retained earnings (note 13) . . . . (16,263,675) (134,988,504) 28,079,749
------------ ------------- -----------
Total shareholders' equity . . . . . . . . . . . . . . 45,491,025 377,575,504 536,448,698
------------ ------------- -----------
Total liabilities and shareholders' equity . . . . . . 62,009,277 514,676,998 657,285,911
============ ============= ===========
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
Years ended December 31,
---------------------------------------------------------
2002 2002 2001 2000
------------ ------------- ------------- -------------
US$ RMB RMB RMB
(Note 3)
Sales:
Related parties (note 17c). . . . . . . . . . 42,540,398 353,085,302 318,651,411 466,606,571
Unrelated parties . . . . . . . . . . . . . . 4,138 34,347 - 8,363
------------ ------------- ------------- -------------
Total sales . . . . . . . . . . . . . . . . . . 42,544,536 353,119,649 318,651,411 466,614,934
Sales taxes (note 9). . . . . . . . . . . . . . (2,975,318) (24,695,139) (20,838,058) (23,522,541)
------------ ------------- ------------- -------------
Net sales . . . . . . . . . . . . . . . . . . . 39,569,218 328,424,510 297,813,353 443,092,393
Cost of sales, including inventory purchased
from related companies of RMB124,521,485,
RMB79,219,489 and RMB67,422,970 in 2002,
2001 and 2000, respectively, and royalty fee
paid to a related company of RMB7,761,257,
RMB7,756,444 and RMB10,112,856 in 2002,
2001 and 2000, respectively (note 17c). . . . (29,583,803) (245,545,564) (216,162,653) (291,084,126)
------------ ------------- ------------- -------------
Gross profit. . . . . . . . . . . . . . . . . . 9,985,415 82,878,946 81,650,700 152,008,267
Selling, general and administrative expenses,
including allowance for doubtful accounts
receivable from a related company of
RMB10,700,000, RMB14,000,000 and
RMB137,000,000 in 2002, 2001 and 2000,
respectively (note 17a) . . . . . . . . . . . (9,173,496) (76,140,015) (60,970,075) (171,174,772)
Impairment loss of property, plant and
equipment (note 14) . . . . . . . . . . . . (12,228,916) (101,500,000) - -
Restructuring charges (note 15) . . . . . . . - - (8,729,830) -
------------ ------------- ------------- -------------
Operating (loss) income . . . . . . . . . . . . (11,416,997) (94,761,069) 11,950,795 (19,166,505)
Interest income . . . . . . . . . . . . . . . . 118,804 986,071 1,042,345 1,141,976
Other income, including rental income received
from a related company of RMB19,737
RMB33,249 and RMB1,367,408 in 2002,
2001 and 2000, respectively (note 17c). . . . 155,611 1,291,567 952,417 3,497,770
Interest expense. . . . . . . . . . . . . . . . (862) (7,155) (106,977) (16,724)
------------ ------------- ------------- -------------
(Loss) income before income taxes . . . . . . . (11,143,444) (92,490,586) 13,838,580 (14,543,483)
Income tax (expense) benefit (note 7) . . . . . 1,099,811 9,128,432 (6,469,275) (31,479,185)
------------ ------------- ------------- -------------
Net (loss) income . . . . . . . . . . . . . . . (10,043,633) (83,362,154) 7,369,305 (46,022,668)
============ ============= ============= =============
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 (Accumulated
Contributed development loss) retained Shareholders'
capital funds earnings equity
------------ ------------ --------------- --------------
RMB RMB RMB RMB
(Note 10) (Note 12) (Note 13)
Balance at January 1, 2000. . 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
Net loss for the year . . . . - - (83,362,154) (83,362,154)
Appropriation of:
Reserve . . . . . . . . . . - 4,195,059 (4,195,059) -
Dividend. . . . . . . . . . - - (75,511,040) (75,511,040)
------------ ------------ --------------- --------------
Balance at December 31, 2002. 475,940,000 36,624,008 (134,988,504) 377,575,504
============ ============ =============== ==============
Translated to US$
Balance at December 31, 2002
(note 3). . . . . . . . . . 57,342,169 4,412,531 (16,263,675) 45,491,025
============ ============ =============== ==============
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
Years ended December 31,
------------------------------------------------------
2002 2002 2001 2000
------------ ------------ ------------ ------------
US$ RMB RMB RMB
(Note 3)
Cash flows from operating activities:
Net (loss) income . . . . . . . . . . . . . . . . . . . . . . (10,043,633) (83,362,154) 7,369,305 (46,022,668)
Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . 4,735,985 39,308,673 40,429,483 40,124,063
Impairment loss of property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . . . 12,228,915 101,500,000 - -
Deferred income taxes . . . . . . . . . . . . . . . . . . . . (1,592,530) (13,218,000) 3,218,000 3,000,000
Allowance for doubtful accounts . . . . . . . . . . . . . . . 1,289,157 10,700,000 14,000,000 137,000,000
Loss on disposal of property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . . . 4,487 37,240 - 2,284
Changes in operating assets and liabilities:
Decrease in bills receivable. . . . . . . . . . . . . . . . . 4,096,513 34,001,054 3,389,676 1,681,700
(Increase) decrease in inventories. . . . . . . . . . . . . . (1,838,671) (15,260,968) 3,188,878 6,506,137
(Increase) decrease in prepayments and
deposits. . . . . . . . . . . . . . . . . . . . . . . . . . (946,642) (7,857,127) 5,357,670 (6,355,129)
Increase in amounts due from related
companies . . . . . . . . . . . . . . . . . . . . . . . . . (10,343,993) (85,855,138) (3,161,817) (15,241,977)
Decrease (increase) in income taxes receivable. . . . . . . . 159,139 1,320,853 (1,320,853) -
Increase (decrease) in accounts payable and
accrued other liabilities . . . . . . . . . . . . . . . . . 1,065,668 8,845,047 23,733,691 (33,670,694)
Increase in accrued advertising expenses. . . . . . . . . . . 364,563 3,025,872 5,057,360 -
(Decrease) increase in accrued employee welfare
and incentive fund liabilities. . . . . . . . . . . . . . . (2,447,813) (20,316,852) (3,337,215) 1,998,923
Increase (decrease) in amounts due to related
companies . . . . . . . . . . . . . . . . . . . . . . . . . 442,375 3,671,715 14,178,482 (4,141,703)
Decrease in sales taxes payable . . . . . . . . . . . . . . . (15,357) (127,461) (2,634,838) (4,072,629)
Increase (decrease) in income taxes payable . . . . . . . . . 117,279 973,420 (45,671,217) (9,675,771)
Increase in restricted bank deposits. . . . . . . . . . . . . (40,047) (332,396) (35,700,000) -
------------ ------------ ------------ ------------
Net cash (used in) provided by operating activities . . . . . . (2,764,605) (22,946,222) 28,096,605 71,132,536
------------ ------------ ------------ ------------
Cash flows from investing activities:
Purchases of property, plant and equipment. . . . . . . . . . (898,805) (7,460,080) (4,134,170) (11,690,058)
------------ ------------ ------------ ------------
Cash flows from financing activities:
Dividend paid . . . . . . . . . . . . . . . . . . . . . . . . (5,072,349) (42,100,500) (34,000,000) (56,095,215)
------------ ------------ ------------ ------------
Net (decrease) increase in cash and cash equivalents. . . . . . (8,735,759) (72,506,802) (10,037,565) 3,347,263
Cash and cash equivalents at beginning of year. . . . . . . . . 9,846,866 81,728,990 91,766,555 88,419,292
------------ ------------ ------------ ------------
Cash and cash equivalents at end of year. . . . . . . . . . . . 1,111,107 9,222,188 81,728,990 91,766,555
============ ============ ============ ============
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 was 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 22), 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. In addition, the Blue Ribbon Group also owns indirectly 28%
of Blue Ribbon Marketing.
Goldjinsheng is a wholly-owned subsidiary of Noble China Inc., a public
company previously 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.
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 and address the 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", and began directing
all operations on January 1, 2001. However, the Company, High Worth Brewery
and Blue Ribbon Marketing each remain separate legal entities.
The reorganization of the management team, which involved the reassignment
of 43 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, and reports 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, deferred taxation and impairment of long-lived assets.
The Company has incurred a significant loss and experienced negative cash
flows in 2002 and its sub-license to produce and distribute Pabst Blue
Ribbon beer in the Guangdong Province of China expires on November 7, 2003.
In addition, the minority shareholder of the Company, to which the Company
is heavily dependent on for its sales, has a net working capital deficiency
and has incurred significant losses in recent years. In addition, the
majority shareholder of the Company is experiencing severe financial
difficulties and management and other uncertainties, which may impact the
operations of the Company and its ability to renew its sub-license to
produce and distribute Pabst Blue Ribbon beer in China. These factors raise
substantial doubt about the Company's ability to continue as a going
concern.
During 2002, the Company experienced intense competition. The Company
expects that these pressures will continue in 2003, resulting in continuing
net losses, at least for the remainder of 2003.
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 High Worth Brewery and Blue Ribbon Marketing, the
Company had implemented a restructuring plan in 2001 in which 177 employees
in the work force were terminated.
F-7
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
2. BASIS OF PRESENTATION - continued
In January 2003, the management committee approved and reorganized the
marketing teams by reducing the number of branch offices from 15 to 6.
Management believes that the reduction in branch offices will enhance the
implementation of its marketing strategies through clearer responsibilities
and can allow its sales force to more effectively attempt to arrest the
decline in sales volume. The Company has also arranged for new banking
facilities in 2003 in order to meet its short-term working capital
requirements (see note 20). However, there can be no assurances that the
Company will become profitable in the near future. The Company may consider
more severe restructuring alternatives if it is unable to operate
profitably in the near future.
Although Noble China Inc. is currently undergoing severe financial
distress, management currently believes that the Company will be able to
obtain a sub-license from Noble China Inc., a 60% shareholder of the
Company, to continue to produce and sell Pabst Blue Ribbon beer in China
after November 7, 2003, although there can be no assurances in this regard
(see note 22).
The Company anticipates that its operating cash flows, 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 year ending
December 31, 2003. If the foregoing assumptions prove to be inaccurate, the
Company's cash flows may be adversely affected, which would negatively
impact the ability of the Company to conduct operations at current levels
and continue as a going concern.
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-8
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. Impaired assets
are stated at fair value.
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 . . . . . . . . . . . . . . 6.5 years
Buildings . . . . . . . . . . . . . . . . . 6.5 years
Machinery and equipment . . . . . . . . . . 6.5 years
Motor vehicles. . . . . . . . . . . . . . . 10 years
Leasehold improvements. . . . . . . . . . . 5 years
During 2002, the Company recorded impairment charges on property, plant and
equipment, which resulted in a change in the estimated useful lives of the
assets. These charges were principally implemented during the three months
ended June 30, 2002 and September 30, 2002 and reduced depreciation expense
and net loss by approximately RMB1,500,000 and RMB1,500,000, respectively.
Construction in progress is stated at cost which comprises the direct costs
of buildings, machinery and equipment under construction and deposits and
prepayments made on machinery and equipment pending installation. Cost
comprises the direct cost of construction and finance expenses arising from
borrowings used to finance the construction of buildings and machinery and
equipment 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.
F-9
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
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.
The provisions of Emerging Issues Task Force ("EITF") No. 01-9 "Accounting
for Consideration Given by a Vendor to a Customer (Including a Reseller of
the Vendor's Products)", were adopted during 2002. The adoption of EITF No.
01-9 resulted in the reclassification of certain sales incentives
previously classified as selling expenses to reductions from sales. Prior
year amounts have been reclassified to conform to the current year's
presentation. These changes had no effect on the Company's operating
results. The amount of sales incentives included as a deduction from sales
in accordance with EITF No. 01-9 was RMB2,446,170, RMB22,438,789 and nil
for the years ended December 31, 2002, 2001 and 2000, respectively.
Advertising expenses - Advertising expenses are charged to expense in the
statements of operations as incurred. Advertising expense was
RMB22,710,818, RMB12,355,261 and RMB54,300 for the years ended December 31,
2002, 2001 and 2000, respectively.
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.
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.
Comprehensive income - Comprehensive income is defined to include all
changes in equity during a period from non-owner sources. Comprehensive
(loss) income equalled net (loss) income for the years ended December 31,
2002, 2001 and 2000. Accordingly, a separate statement of comprehensive
(loss) income is not 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 including those related to allowance for doubtful accounts,
impairment of assets and income taxes, 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.
Reclassifications - Certain prior year 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-10
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Accounting standards recently adopted - In June 2001, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 142, "Goodwill and
Other Intangible Assets", which became effective January 1, 2002. SFAS 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. SFAS No. 142 was adopted by the Company on January 1, 2002.
The adoption of SFAS No. 142 did not have a significant impact on the
Company's financial position or results of operations.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which became effective
January 1, 2002. SFAS No. 144 addresses the financial accounting and
reporting requirements for the impairment or disposal of long-lived assets
and discontinued operations. SFAS No. 144 applies to all recorded
long-lived assets that are held for use or that will be disposed of, but
excludes goodwill and other intangible assets that are not amortized. SFAS
No. 144 was adopted by the Company on January 1, 2002. The adoption of SFAS
No. 144 did not have a significant impact on the Company's financial
position or results of operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS No. 148 amends SFAS No.
123, "Accounting for Stock-Based Compensation ", to provide alternative
methods of transition for a voluntary change to the fair value-based method
of accounting for stock-based employee compensation. In addition, SFAS No.
148 amends the disclosure requirements of SFAS No. 123 to require more
prominent disclosures in both annual and interim consolidated financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
Company adopted SFAS No. 148 effective December 31, 2002. The adoption of
SFAS No. 148 did not have a significant impact on the Company's financial
position or results of operations. The Company has elected to continue to
account for its employee stock options using the intrinsic value method
under APB No. 25.
F-11
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
New accounting standards not yet adopted - 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 does not anticipate that the
adoption of SFAS No. 143 will have a significant impact on the its
financial position or results of operations.
In June, 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", which requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal
plan. Such costs covered by SFAS No. 146 include lease termination costs
and certain employee severance costs that are associated with a
restructuring, discontinued operation, plant closing, or other exit or
disposal activity. SFAS No. 146 replaces the previous accounting guidance
provided by EITF No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)". SFAS No. 146 is to be applied
prospectively to exit or disposal activities initiated after December 31,
2002. The Company does not anticipate that the adoption of SFAS No. 146
will have a significant impact on its financial position or results of
operations.
In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45,
"Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others". FIN No. 45
clarifies disclosures that are required to be made for certain guarantees
and establishes a requirement to record a liability at fair value for
certain guarantees at the time of the guarantee's issuance. The disclosure
requirements of FIN No. 45 have been applied in the Company's 2002
financial statements. The requirement to record a liability applies to
guarantees issued or modified after December 31, 2002. The Company will
adopt the measurement and recording provisions of FIN No. 45 prospectively
in 2003.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities, an Interpretation of ARB 51". FIN No. 46 requires that
the primary beneficiary in a variable interest entity consolidate the
entity even if the primary beneficiary does not have a majority voting
interest. The consolidation requirements of FIN No. 46 are required to be
implemented for any variable interest entity created on or after January
31, 2003. In addition, FIN No. 46 requires disclosure of information
regarding guarantees or exposures to loss relating to any variable interest
entity existing prior to January 31, 2003 in financial statements issued
after January 31, 2003. FIN No. 46 became effective on January 31, 2003,
and will not have a material impact on the Company's financial position or
results of operations.
F-12
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
4. ACCOUNTS RECEIVABLE
Accounts receivable comprise:
2002 2001
----------- -----------
RMB RMB
Accounts receivables - trade. . . . . 2,137,528 2,137,528
Less: Allowance for doubtful accounts (2,137,528) (2,137,528)
----------- -----------
- -
=========== ===========
There were no movements of allowance for doubtful accounts for accounts
receivable in the years ended December 31, 2002, 2001 and 2000.
Movement of allowance for doubtful accounts for amounts due from related
companies is summarized as follows:
2002 2001 2000
----------- ----------- -----------
RMB RMB RMB
Balance as at January 1 . . . . . 152,775,000 138,775,000 1,775,000
Provision for the year. . . . . . 10,700,000 14,000,000 137,000,000
----------- ----------- -----------
Balance as at December 31 . . . . 163,475,000 152,775,000 138,775,000
=========== =========== ===========
No amounts have been written off during the years ended December 31, 2002,
2001 and 2000.
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
2002 2001
---------- ----------
RMB RMB
Inventories comprise:
Raw materials . . . . . . . . . . . 43,069,848 25,284,820
Work in progress. . . . . . . . . . 9,601,291 8,921,201
Finished goods. . . . . . . . . . . 9,091,175 12,295,325
---------- ----------
61,762,314 46,501,346
========== ==========
F-13
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
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,
-------------------------------
2002 2001 2000
---------- --------- --------
Statutory tax rate . . . . . . . . (27%) 27% (27%)
Tax holidays and concession. . . . - (9%) -
Permanent differences relating to
non-deductible expenses. . . . . 3% 29% 246%
Change in valuation allowance. . . 14% - -
Others . . . . . . . . . . . . . . - - (3%)
---------- --------- --------
Effective tax rate . . . . . . . . (10%) 47% 216%
========== ========= ========
The (benefit) provision for income taxes consists of the following:
Years ended December 31,
-----------------------------------
2002 2001 2000
------------ --------- ----------
RMB RMB RMB
Current . . . . . . . . . . . . . 4,089,568 3,251,275 28,479,185
Deferred. . . . . . . . . . . . . (13,218,000) 3,218,000 3,000,000
------------ --------- ----------
(9,128,432) 6,469,275 31,479,185
============ ========= ==========
F-14
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
7. INCOME TAXES - continued
Deferred tax assets (liabilities) comprise the following:
2002 2001
------------ ------------
RMB RMB
Deferred tax assets:
Property, plant and equipment . . . . . . . . . . 12,567,000 -
Valuation allowance . . . . . . . . . . . . . . . (12,567,000) -
------------ ------------
- -
------------ ------------
Deferred tax liabilities:
Tax depreciation in excess of book depreciation . - (13,218,000)
------------ ------------
Net deferred tax assets (liabilities) . . . . . . . - (13,218,000)
============ ============
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,
2002, a valuation allowance has 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.
8. PROPERTY, PLANT AND EQUIPMENT
2002 2001
------------ -------------
RMB RMB
At cost:
Land use rights and buildings . . . . . . . . . 79,292,899 182,265,093
Machinery and equipment . . . . . . . . . . . . 147,044,860 436,702,090
Motor vehicles. . . . . . . . . . . . . . . . . 8,865,938 9,181,771
Leasehold improvements. . . . . . . . . . . . . 1,415,673 6,009,589
Construction in progress. . . . . . . . . . . . 4,626,000 4,323,722
------------ -------------
Total . . . . . . . . . . . . . . . . . . . . . 241,245,370 638,482,265
Less: Accumulated depreciation and amortization (14,469,141) (278,320,203)
------------ -------------
226,776,229 360,162,062
============ =============
F-15
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
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 metric 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. Exported
goods are exempted. 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.
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 investment 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 transactions 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 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,
2002, 2001 and 2000 were approximately RMB8.30.
F-16
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
12. GENERAL RESERVE AND ENTERPRISE DEVELOPMENT FUNDS
As stipulated by the relevant laws and regulations for FIEs, 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 will 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. The percentages of annual
appropriations to the general reserve fund, enterprise development fund,
and employee welfare and incentive fund for 2002 have been determined by
the board of directors to be 3%, 2% and 5% of net income for the year,
respectively, based on the PRC statutory financial statements..
13. (ACCUMULATED LOSS) RETAINED EARNINGS
As described in note 2, net (loss) income 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 PRC 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, 2002 and 2001, the retained earnings calculated according to
PRC GAAP available for distribution amounted to approximately RMB13,233,000
and RMB83,901,000, respectively.
F-17
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
14. IMPAIRMENT LOSS OF PROPERTY, PLANT AND EQUIPMENT
During the year ended December 31, 2002, as a result of lower than expected
operating results and continuing uncertainty with respect to the renewal of
the Pabst Blue Ribbon sub-license (see note 22), the Company conducted an
evaluation of the carrying value of its land use rights and buildings, and
machinery and equipment, as well as the related estimated future cash
flows, which included the assumption that the Company would obtain the
renewal of the Pabst Blue Ribbon sub-license from Noble China Inc. prior to
the expiration of the existing sub-license on November 7, 2003. As a result
of this evaluation, the Company recorded a provision for impairment of its
property, plant and equipment of RMB101,500,000 for the year ended December
31, 2002.
The impairment charges were based on certain assumptions regarding the
Company's future cash flows and other factors used to determine the fair
value of its land use rights and buildings, and machinery and equipment,
including the assumption of a 20% probability of the Company not being
granted a renewal of the sub-license to produce Pabst Blue Ribbon beer
after the existing sub-license expires on November 7, 2003. The Company is
currently unable to predict the effect of Noble China Inc.'s financial
difficulties and management and other uncertainties discussed in note 22 on
Noble China Inc.'s ability to grant a sub-license to the Company to produce
Pabst Blue Ribbon beer in China after the existing sub-license expires on
November 7, 2003. If Noble China Inc.'s ability to grant a sub-license to
the Company or if other estimates or the related assumptions change
adversely in the future, the Company may be required to record an
additional impairment charge.
15. 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. Severance payments to
these employees totaled RMB8,729,930 in 2001.
16. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid during the years ended December 31, 2002, 2001 and 2000 was
RMB7,155, RMB106,977 and RMB16,724, respectively. Income tax paid for the
years ended December 31, 2002, 2001 and 2000 was RMB1,795,295,
RMB50,243,345 and RMB38,154,956, respectively.
F-18
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
17. 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, Kellogg Holdings Ltd.
("Kellogg"), Lucky Blue Protein Feed Co. Ltd. ("Lucky Blue") and High
Worth Brewery amounting to approximately RMB5,489,000, RMB70,225,000,
nil, RMB345,000 and RMB64,904,000, respectively, for 2002 and
RMB3,373,000, RMB42,378,000, RMB3,537,000, RMB410,000 and
RMB16,110,000, respectively, for 2001.
Kellogg is a company in which Noble China Inc. has an equity interest.
Lucky Blue is a company in which Blue Ribbon Group has an equity
interest.
The balances with Blue Ribbon Group, Kellogg and Lucky Blue
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 receivables from the
sale of finished goods and the purchases of raw materials. An
allowance for doubtful accounts relating to these entities amounting
to RMB163,475,000 and RMB152,775,000 was recorded at December 31, 2002
and 2001, respectively, on the balances with Blue Ribbon Marketing.
The amounts are unsecured, interest-free and repayable on demand.
(b) Amounts due to related companies
The amounts payable to related companies mainly represented the
payable balances to companies of the Blue Ribbon Group (including
subsidiaries), Rexam Beverage Can (Zhaoqing) Co., Ltd. ("Rexam",
formerly known as American National Can (Zhaoqing) Co., Ltd.),
Linchpin and Zaoyang Blue Ribbon Brewery High Worth Ltd. ("Zaoyang
High Worth") amounting to approximately RMB8,115,000, RMB11,386,000,
RMB1,423,000 and RMB351,000, respectively, for 2002 and RMB5,149,000,
RMB12,456,000, nil and nil, respectively, for 2001.
The balances with Blue Ribbon Group arose from the amounts payable for
royalty expenses to Pabst Brewing Company and the purchases of raw
materials.
The balance with Linchpin, the immediate holding company of the
Company, represented expenses paid on behalf of the Company.
Rexam is a company in which Blue Ribbon Group has an equity interest,
and the amount represented balances from the purchases of raw
materials.
Zaoyang High Worth is a company in which High Worth Brewery has an
equity interest, and the amount represented balances from the
purchases of raw materials.
The balances are unsecured, interest-free and repayable on demand.
F-19
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
17. 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 as follows:
Years ended December 31,
---------------------------------------
2002 2001 2000
------------ ------------ -----------
RMB RMB RMB
Sales of beer products to:
Blue Ribbon Marketing . . . . . . . . . 355,495,774 341,080,358 466,532,300
Sales incentives (as defined in
EITF No. 01-9) allocated from
Blue Ribbon Marketing . . . . . . . . (2,446,170) (22,438,789) -
------------ ------------ -----------
353,049,604 318,641,569 466,532,300
Blue Ribbon Group . . . . . . . . . . . 91 6,426 29,424
Rexam . . . . . . . . . . . . . . . . . 32,710 2,598 32,262
Blue Ribbon Mineral Water . . . . . . . - 818 12,585
Lucky Blue. . . . . . . . . . . . . . . 2,897 - -
Sales of raw materials and beer
products to:
High Worth Brewery (see note below) 89,080,304 91,015,274 -
Blue Ribbon Marketing . . . . . . . . 231,814 210,274 -
Lucky Blue. . . . . . . . . . . . . . 196,029 168,154 -
Purchases of raw materials from:
Rexam . . . . . . . . . . . . . . . . . 86,641,847 49,050,882 67,325,141
High Worth Brewery (see note below) . . 22,145,722 22,575,757 97,829
Zhaoqing Blue Ribbon Wah Hing
Paper Products Limited. . . . . . . . 15,733,916 7,592,850 -
Royalty fee paid to:
Blue Ribbon Group . . . . . . . . . . . 7,761,257 7,756,444 10,112,856
Rental income received from:
Blue Ribbon Marketing . . . . . . . . . 19,737 33,249 1,367,408
Motor vehicle purchase consideration to:
Blue Ribbon Marketing . . . . . . . . . - - 52,517
=========== ============ ============
Note:
During the year ended December 31, 2002, the Company sold beer products of
RMB89,080,304 (2001: RMB91,015,274) (representing the direct variable cost
of producing these products) to and purchased raw materials of
RMB22,145,722 (2001: RMB22,575,757) from High Worth Brewery (at cost),
resulting in a transfer of net inventories of RMB66,934,582 (2001:
RMB68,439,517).
F-20
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
17. 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 that:
(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 will 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 Brewing 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
resources, 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.
Sichuan Brewery is a company in which High Worth Brewery has an equity
interest.
F-21
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
18. RETIREMENT PLAN
As stipulated by PRC government regulations, the Company has defined
contribution retirement plans for all of 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, 2002, 2001 and 2000 amounted to RMB4,276,347, RMB3,120,296 and
RMB1,260,128, respectively.
19. 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.
The carrying amounts reported in the balance sheet for restricted bank
deposits qualifying as financial instruments approximate their fair values
because of the nature of such instruments.
20. CREDIT FACILITIES
At December 31, 2002, the Company had arranged revolving credit facilities
aggregating RMB137,200,000, subject to final drawdown approval from the
participating banks. The revolving credit arrangements, which have been
accepted in principle by the participating banks, are secured by
RMB217,972,489 of property, plant and equipment as of December 31, 2002.
With respect to the RMB137,200,000 of revolving credit arrangements,
RMB100,000,000 and RMB37,200,000 will expire in December 2004 and March
2008, respectively. The interest rates and repayment terms will be
determined upon the drawdown of these revolving credit facilities. The
Company had not drawn down any loans from the participating banks as at
December 31, 2002. There are no significant covenants or financial
restrictions relating to these revolving credit arrangements.
21. CONCENTRATION OF RISKS
The Company's operating assets and primary sources 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
F-22
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
21. CONCENTRATION OF RISKS - continued
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 (see note 22).
The Company sold almost 100% of its products to Blue Ribbon Marketing in
2002, 2001 and 2000, respectively, and is heavily dependent on such sales
to this related company. Blue Ribbon Marketing has a net working capital
deficiency and did not settle those outstanding amounts due to be paid to
the Company as at December 31, 2002. As discussed in note 22, the Company's
sub-license to produce and sell Pabst Blue Ribbon beer in the Guangdong
Province of China expires in November 2003. The majority shareholder of the
Company, Noble China Inc., has recently publicly reported that it was
experiencing severe financial difficulties, was unable to meet its
financial commitments and is insolvent. Noble China Inc. further disclosed
that it is considering various courses of action. The impact, if any, of
these matters on the Company is uncertain.
The financial instruments that are exposed to concentration of credit risk
consist primarily of cash and receivables from related companies. Cash is
maintained with major banks in the PRC. The Company's business activity is
with related companies in the PRC.
22. COMMITMENTS AND CONTINGENCIES
(a) 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 sub-license the use of the trademarks to any
other enterprise in the PRC. Pursuant to the terms of the sub-license
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 sub-license agreement is
valid until November 7, 2003. In consideration for the sub-license
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 17c).
Noble China Inc., a public company previously 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.
During 2002, Noble China Inc. publicly reported that it was
experiencing severe financial difficulties, was unable to meet its
financial commitments and was insolvent, and was considering various
courses of action.
F-23
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
22. COMMITMENTS AND CONTINGENCIES - continued
On July 22, 2002, Noble China Inc. held its Annual and General Meeting
of Shareholders. A Special Meeting of Shareholders and a Meeting of
Debenture holders were also held on July 22, 2002 to seek approval for
certain amendments to its 9% Convertible Subordinated Debentures and
to the Trust Indenture governing the Debentures. Noble China Inc. has
CDN$30,000,000 of outstanding Debentures. As a result of ongoing
discussions between the major Debenture holders and the City of
Zhaoqing, which is indirectly a major shareholder of Noble China Inc.,
regarding a possible restructuring of Noble China Inc., the amendments
to the Debentures and to the Trust Indenture were not presented for a
vote at the Special Meeting of Shareholders and at the Meeting of
Debenture holders; both such meetings were instead adjourned to times
and places to be determined.
On September 3, 2002, Noble China Inc.'s report for the three months
ended June 30, 2002 disclosed that although the major shareholder and
the major Debenture holder were continuing their discussions, no
meaningful progress had been noted and the directors of Noble China
Inc. planned to resign on September 20, 2002.
On September 24, 2002, a press release by Noble China Inc. announced
that one of its three directors had resigned on September 20, 2002,
and that the remaining two directors intended to resign. On November
12, 2002, Noble China Inc. held a meeting of shareholders to elect a
new Board of Directors to consist of three members; three candidates
nominated by Lan Wei, a company controlled by the City of Zhaoqing,
were elected to the Board of Directors.
Discussions between the holders of a majority of the Debentures and
representatives of the City of Zhaoqing regarding a reorganization of
Noble China Inc. resulted in a preliminary agreement in principle with
respect to settlement in full of the outstanding Debentures.
Discussions between representatives of the City of Zhaoqing and Pabst
Brewing Company regarding a reorganization of Noble China Inc. and a
restructuring of the master license agreement that becomes effective
on November 7, 2003 resulted in the execution of a non-binding term
sheet in March 2003. These agreements are both conditional on Noble
China Inc. being able to implement a formal reorganization of its debt
and equity securities. The successful reorganization of Noble China
Inc. is subject to the preparation and execution of definitive
agreements and a plan of reorganization, compliance with all
applicable laws and regulations, and the funding, approval and
consummation of a court-approved reorganization plan of Noble China
Inc. Accordingly, as a result of the uncertainty with respect to these
matters, there can be no assurances that Noble China Inc. will be
successfully reorganized or that the Company will be able to retain
the right to produce and distribute Pabst Blue Ribbon beer in China
subsequent to November 7, 2003.
F-24
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
22. COMMITMENTS AND CONTINGENCIES - continued
As of December 31, 2002, the Company has not obtained a renewal of the
sub-license agreement, which expires on November 7, 2003. The
inability of the Company to obtain a sub-license from Noble China Inc.
or to renew the Company's sub-license or enter into some other from 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.
(b) As of December 31, 2002, the Company 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 . . . . . . . . . . . . . . 4,062,324
=========
(c) On April 3, 2002, the Company was served with a preservation 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
Souguang 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, 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 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. In May 2002, the Company declared a dividend distribution of
RMB75,511,040. The dividend payable to Linchpin amounting to
RMB45,306,624 can only be remitted to Linchpin when the preservation
order is released and approval from the Foreign Exchange Bureau is
obtained.
On July 19, 2002, Noble China Inc. announced that the Shandong Court
ruled against it and ordered it to pay the amount of claims in the sum
of US$3,999,988 and RMB20,000,000 plus legal costs of RMB541,210, and
interest from June 21, 2001 within one month of the judgment. Noble
China Inc. announced that it would appeal the Shandong Court's
decision to the Supreme Court of the PRC.
F-25
ZHAOQING BLUE RIBBON BREWERY NOBLE LTD.
---------------------------------------
(Registered in the People's Republic of China)
22. COMMITMENTS AND CONTINGENCIES - continued
On September 23, 2002, the Shandong Court issued a new preservation
order to those banks where the Company kept its previously frozen
funds, requiring them to extend the period of preservation for an
additional six months until March 23, 2003.
Management of the Company believes that the operations of the Company
will not be impaired as a result of the court order freezing a portion
of its bank accounts and that the Company has adequate working capital
resources to fund its current operating requirements.
23. SUBSEQUENT EVENTS
On March 21, 2003, the Shandong Court further extended its Preservation
Order for another six months to September 23, 2003.
During the three months ended March 31, 2003, the Company experienced
significant decreases in sales and continuing operating losses. The Company
is in the preliminary stages of assessing the potential effect, if any,
that this development may have on the Company's financial position and
results of operations at March 31 ,2003, including a possible further
impairment charge with respect to property, plant and equipment.
F-26
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)
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)
77
INDEX TO EXHIBITS (CONTINUED)
Exhibit
Number Description of Document
- -------- -----------------------
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)
10.16 Agreement and Plan of Merger between High Worth Holdings Ltd and
CBR Brewing Company, Inc. dated January 24, 2003.(7)
21 Subsidiaries of the Company.(7)
23 Consent of Independent Auditors.(7)
99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.(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.
78