Shenyang Commercial City Co.Ltd(600306)
Notes to financial statements of 2021
1、 Basic information of the company
（1） Place of registration, organizational form and headquarters address of the company
Shenyang Commercial City Co.Ltd(600306) (hereinafter referred to as “the company” or “the company”) was approved by Shenyang Municipal People’s government [1999] No. 68 document in July 1999. Shenyang Commercial City (Group) [renamed as Shenyang Commercial City (Group) Co., Ltd. on August 26, 2009, hereinafter referred to as Shenyang Commercial City (Group)] as the main sponsor, jointly with Shenyang associated company Shenyang Storage and Transportation Group Corporation, Shenyang Tiexi commercial building and Shenyang Chemical Co.Ltd(000698) raw material Corporation jointly initiated the establishment of a joint stock limited company. It has obtained the business license of enterprise legal person with the registration number of 21010 China High-Speed Railway Technology Co.Ltd(000008) 4939. In December 2000, with the approval of document [2000] No. 164 of China Securities Regulatory Commission, 45 million RMB ordinary shares were publicly issued to the public in Shanghai Stock Exchange by means of online pricing issuance, with stock code: Shenyang Commercial City Co.Ltd(600306) . After the issuance, the registered capital of the company is 137.03 million yuan. On October 26, 2001, the plan of converting capital reserve into share capital was approved by the extraordinary general meeting of shareholders. After the conversion, the registered capital of the company was 178.14 million yuan.
Now he holds a business license with a unified social credit code of 912101007157228599.
In 2007, Shenzhen Qichuang Energy Trading Co., Ltd. obtained 20.3 million restricted tradable shares held by Shenyang Commercial City (Group), the former controlling shareholder of the company, through bidding, accounting for 11.40% of the total share capital of the company, and completed the equity transfer procedures in Shanghai Branch of China Securities Depository and clearing Co., Ltd.
In 2008, Shenzhen Qichuang Energy Trading Co., Ltd. purchased 5359477 tradable shares with unlimited sales, accumulatively holding the company
25659477 shares, accounting for 14.40% of the total share capital of the company, becoming the largest shareholder of the company. Shenyang Commercial City (Group), the former largest shareholder, holds 25068010 shares of the company, accounting for 14.07% of the total share capital, becoming the second largest shareholder.
In 2009, Shenyang Commercial City (Group) was restructured as a whole, and Shenzhen Qichuang Energy Trading Co., Ltd. obtained 100% equity of Shenyang Commercial City (Group).
On March 7, 2010, Shenzhen Qichuang Energy Trading Co., Ltd. and Shenyang Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) Group Co., Ltd. signed the agreement on repayment of consideration and agreed to repay 3368813 shares of corresponding consideration to Shenyang Zhongxing Shenyang Commercial Building Group Co.Ltd(000715) Group Co., Ltd. in proportion. The procedures for repayment of consideration have been handled in Shanghai Securities Registration Company on March 12, 2010. As of December 31, 2010, Shenzhen Qichuang Energy Trading Co., Ltd. directly and indirectly held 43198604 shares of the company, including 22290664 shares directly and 20907940 shares indirectly, accounting for 24.25% of the total share capital of the company.
On November 12, 2013, zhongzhao Investment Management Co., Ltd. (hereinafter referred to as zhongzhao investment) purchased 4054309 non tradable shares of the company and held 25290712 shares in total, accounting for 12.51% of the total share capital of the company. On February 16, 2014, zhongzhao investment signed an equity transfer agreement with Shenyang Commercial City (Group) to acquire 20907940 circulating shares and related interests of the company held by Shenyang Commercial City (Group). After the change of shareholders’ equity, the controlling shareholder of the company was changed to zhongzhao investment, holding 52048427 shares of the company, accounting for 29.22% of the total shares of the company, and the actual controller was changed to Huang Maoru. The transfer registration of the shares was completed in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on February 24, 2014.
On June 3, 2015, the controlling shareholder of the company, zhongzhao investment, reduced 8906803 shares of the company through the trading system of Shanghai Stock Exchange, accounting for 5.00% of the total share capital of the company. After the reduction, zhongzhao investment held 43141624 shares of the company, accounting for 24.22% of the total share capital of the company, and remained the controlling shareholder of the company.
On December 6, 2021, with the approval of the reply on approving Shenyang Commercial City Co.Ltd(600306) non-public development of shares (zjxk [2021] No. 3835) of China Securities Regulatory Commission, On December 21, 2021, the company issued 53436000 RMB ordinary shares (A shares) to Shenzhen leading semiconductor industry Investment Co., Ltd. (hereinafter referred to as “Shenzhen leading semiconductor”, whose actual controller is Wang Qiang), and the company’s share capital was changed from 178138918 shares to 231574918 shares. The shareholding ratio of Shenzhen leading semiconductor is 23.08%; The number of shares of the company held by zhongzhao investment remained unchanged at 43141624, and the shareholding ratio was passively diluted from 24.22% before the issuance to 18.63%.
As of December 21, 2021 (before this non-public offering of shares), Wang Qiang and his concerted actors Shenzhen Tourism (Group) Co., Ltd. and Shenzhen shenzhilv Investment Management Co., Ltd. (an enterprise actually controlled by Wang Qiang’s father Wang Lizheng and the controlling shareholder of Shenzhen Tourism (Group) Co., Ltd.) Shenzhen xilihu resort Co., Ltd. (a wholly-owned subsidiary of Shenzhen Tourism (Group) Co., Ltd.) holds 34211649 shares in total. After the completion of the non-public offering of shares, Shenzhen leading semiconductor, Wang Qiang and their concerted actors controlled by Wang Qiang held a total of 87647649 shares of the company, accounting for 37.85% of the total share capital of the company after the non-public offering.
As of December 31, 2021, the company has issued 231574918 shares in total, with a registered capital of 17813891800 yuan, and has not completed the securities change registration and industrial and commercial change registration in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. Registered address: No. 212, Zhongjie Road, Shenhe District, Shenyang City. Legal representative: Chen kuazhu. Headquarters address: No. 212, Zhongjie Road, Shenhe District, Shenyang.
As of December 31, 2021, the parent company is zhongzhao Investment Management Co., Ltd. and the actual controller is Mr. Huang Maoru. On January 4, 2022, the company completed the registration of securities change in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. Before the non-public offering, the proportion of shares held by zhongzhao investment was 24.22%, and the actual controller of the company was Huang Maoru; After the completion of this non-public offering, the controlling shareholder of the company was changed to Shenzhen leading semiconductor, and the actual controller of the company was changed to Wang Qiang.
As of the date of issuance of this financial report, the industrial and commercial change registration has not been completed.
（2） Special enterprise information with limited business term
The business term is from July 26, 1999 to July 25, 2004.
（3） Business nature and main business activities of the company
The company belongs to the commodity circulation industry, and its main products or services are commodity retail.
Business scope: licensed business items: prepackaged food and bulk food (including refrigerated and frozen food), dairy products (including
Infant formula milk powder) wholesale and retail, alcohol retail; Tobacco retail; Retail of books and newspapers; Retail of audio-visual products. General business items: clothing, shoes and hats, knitwear and textiles, cosmetics, luggage and leather goods, watch glasses, gold and silver jewelry and accessories, household goods, hardware and electrical materials, household appliances, audio-visual equipment, mobile phones, digital products, communication equipment, photographic equipment, children’s toys, furniture, flowers, office supplies, daily necessities, sporting goods, sports equipment Arts and crafts (excluding cultural relics), souvenirs, pet supplies, pet food sales, primary Shenzhen Agricultural Products Group Co.Ltd(000061) (including vegetables), aquatic products sales, skating rink management services, house and venue leasing, warehousing (excluding dangerous chemicals), production, agency and release of various advertisements at home and abroad, Sales of class I and class II medical devices (except for items prohibited by laws and regulations and not approved due to approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
（4） Approval and issuance of financial statements
The financial statements were approved and issued by the board of directors of the company on March 10, 2022.
2、 Scope of consolidated financial statements
There are 3 subsidiaries included in the scope of consolidated financial statements in this period, including:
Subsidiary name subsidiary type level shareholding ratio (%) voting right ratio (%) holding subsidiary of Shenyang Tiexi Department Store Co., Ltd. 1 99.82 99.82
Shenyang Shangyou Software System Co., Ltd. holding subsidiary 1 51
Shenyang Commercial City Department Store Co., Ltd. wholly owned subsidiary 1 100
The number of entities included in the consolidated financial statements in the current period decreased by one compared with the previous period, which is the cancelled Sujiatun Supermarket Co., Ltd. of Shenyang commercial city.
See note VII change of consolidation scope for specific information of the subject of change of consolidation scope.
3、 Preparation basis of financial statements
（1） Basis for preparation of financial statements
The company recognizes and measures the actual transactions and events in accordance with the accounting standards for business enterprises – Basic Standards and specific accounting standards for business enterprises, the application guide of accounting standards for business enterprises, the interpretation of accounting standards for business enterprises and other relevant provisions (hereinafter collectively referred to as “accounting standards for business enterprises”), The financial statements are prepared in accordance with the provisions of the rules for the preparation of information disclosure of companies offering securities to the public No. 15 – General Provisions on financial reports (revised in 2014) of the China Securities Regulatory Commission.
（2） Going concern
The commercial city has suffered losses for four consecutive years in 2018, 2019, 2020 and 2021, with losses (attributable to the parent company) of 1276646 million yuan, 1061386 million yuan, 1491416 million yuan and 1056626 million yuan respectively; The working capital of 2018, 2019, 2020 and 2021 has been negative for four consecutive years, respectively -13397360
Million yuan, -1388710500 yuan, -1461712700 yuan and -449538300 yuan; As of December 31, 2021, the owner’s equity attributable to the parent company was only 462969 million yuan. The foregoing financial situation makes the company’s ability to continue as a going concern subject to significant uncertainty, which may make it impossible to realize assets and pay off debts in the normal course of business. When preparing the financial statements of this year, the board of directors of the company made a full and detailed assessment of the company’s sustainable operation ability in combination with the company’s operating situation and financial situation, and formulated the improvement measures to be taken as disclosed in “notes XV to (III) to the financial statements”. Based on the above, the company believes that the financial statements of this year should still be prepared on the basis of continuous operation.
（3） Accounting basis and pricing principle
The accounting of the group is based on the accrual basis. Except that investment real estate and some financial instruments are measured at fair value, the financial statements take historical cost as the measurement basis. If an asset is impaired, the corresponding impairment provision shall be withdrawn in accordance with relevant regulations.
4、 Important accounting policies and accounting estimates
（1） Tips on specific accounting policies and accounting estimates
1. The company determines specific accounting policies and accounting estimates according to the characteristics of production and operation, which are mainly reflected in the recognition of income and the accounting treatment of customer reward points.
2. The company continuously evaluates the important accounting estimates and key assumptions adopted based on historical experience and other factors, including the reasonable expectation of future events. Significant changes in the following important accounting estimates and key assumptions may have a significant impact on the book value of assets and liabilities in subsequent accounting years:
(1) Impairment of accounts receivable and other receivables. The group judges the recoverability of accounts receivable and other receivables according to the aging, so as to estimate the impairment provision of accounts receivable and other receivables. In case of any event or change of circumstances, which shows that the company may not be able to recover the relevant balance, it is necessary to use estimates and make provision for accounts receivable and other receivables. If the expected figure is different from the original estimate, the difference will affect the book value of accounts receivable and other receivables, as well as the impairment expense during the estimated change period.
(2) Estimation of inventory impairment. The group measures inventories at the lower of cost and net realizable value on the balance sheet date, and the calculation of net realizable value requires assumptions and estimates. If the estimated selling price and the costs and expenses to be incurred upon completion are revised again, the estimation of the net realizable value of the inventory will be affected, and the difference will have an impact on the provision for inventory falling price. (3) Estimation of impairment of long-term assets. When judging whether there is impairment of long-term assets, the company mainly evaluates and analyzes from the following aspects: 1) whether the events affecting asset impairment have occurred; 2) Whether the present value of cash flow expected to be obtained due to the continuous use or disposal of assets is lower than the book value of assets; And 3) whether the important assumptions used in the present value of expected future cash flows are appropriate.
The relevant assumptions used by the company to determine impairment, such as changes in the assumptions of profit status, discount rate and growth rate used in the present value method of future cash flow, may have a significant impact on the present value used in the impairment test and lead to the impairment of the above long-term assets of the company.
(4) Estimated service life and estimated net residual value of fixed assets. The estimated service life and estimated net residual value of fixed assets are based on the past actual service life and actual net residual value of fixed assets with similar nature and function. During the use of fixed assets, their economic environment, technical environment and other environments may have a great impact on the service life and estimated net residual value of fixed assets. If the estimated service life and net residual value of fixed assets are different from the original estimates, the management will make appropriate adjustments.
(5) Income tax. In normal
