China National Medicines Corporation Ltd(600511) audited financial statements 2021
catalogue
Page I. audit report 1 – 7 II. Audited financial statements
Consolidated balance sheet 8 – 9 consolidated income statement 10 – 11 consolidated statement of changes in shareholders’ equity 12
Consolidated cash flow statement 13 – 14 company balance sheet 15 – 16 company income statement 17
Statement of changes in shareholders’ equity 18
Cash flow statement of the company 19-20 notes to financial statements 21-214 supplementary information
1、 Detailed statement of non recurring gains and losses 215
2、 Return on net assets and earnings per share 216
1、 Basic information China National Medicines Corporation Ltd(600511) (“the company”) was approved by the reply on Approving the establishment of China National Medicines Corporation Ltd(600511) (Guo Jing Mao Qi Gai [1999] No. 945) of the State Economic and Trade Commission of the people’s Republic of China, and was approved by China Meheco Group Co.Ltd(600056) Group Corporation (renamed China Meheco Group Co.Ltd(600056) Group Co., Ltd. in 2017, hereinafter referred to as “Sinopharm group”), Guangzhou Nanfang Medical Equipment Co., Ltd The company was founded on December 21, 1999 by the people’s Republic of China Medical Equipment Co., Ltd. and Shanghai Kaiyu Medical Equipment Co., Ltd. (“China Rendi Medical Equipment Co., Ltd.”). The headquarters of the company is located at No. 12, Sanyuan West Lane, Yongwai, Dongcheng District, Beijing. The company issued 53 million ordinary shares to domestic investors on November 12, 2002 and was listed on the Shanghai Stock Exchange on November 27, 2002. After issuance, the total share capital was 133 million yuan, with a par value of 1 yuan per share. According to the resolution of the company’s 2007 annual general meeting of shareholders, based on the total share capital of 133 million shares as of December 31, 2007, the company increased about 106.4 million ordinary shares to all shareholders by converting 8 shares for every 10 shares. After the conversion, the registered capital of the company increased to RMB 239.4 million. In addition, according to the resolution of the company’s 2008 annual general meeting of shareholders, based on the total share capital of 239.4 million shares as of December 31, 2008, the company sent 5 shares for every 10 shares and transferred 5 shares to all shareholders. After that, the registered capital of the company increased to RMB 478.8 million. According to the reply of the state owned assets supervision and Administration Commission of the State Council (gzcq [2006] No. 612), Sinopharm group transferred all its shares of the company to Sinopharm Holdings Co., Ltd. (Sinopharm Holdings) in June 2006. Therefore, Sinopharm holdings became the controlling shareholder of the company, and Sinopharm group became the ultimate controlling shareholder of the company. Approved by the reply on approving China National Medicines Corporation Ltd(600511) to issue shares to purchase assets and raise supporting funds from Sinopharm Holdings Co., Ltd. (zjxk [2017] No. 219) issued by the CSRC on February 16, 2017, The company issued 214445565 ordinary shares in RMB to Sinopharm holdings to purchase 96% equity of Sinopharm holdings Beijing Co., Ltd. (“Sinopharm Beijing”) and 51% equity of Sinopharm holdings Beijing Huahong Co., Ltd. (“Sinopharm Huahong”) under the same control Sinopharm holding 51% equity of Beijing Tianxing Puxin biomedical Co., Ltd. (“state-controlled Tianxing”) and Sinopharm holding 51% equity of Beijing Kangchen biomedical Co., Ltd. (“state-controlled Kangchen”) issued 12086320 ordinary shares in RMB to Beijing Changxin Yida Investment Consulting Co., Ltd. (“Changxin Yida”) to purchase its 4% equity of state-controlled Beijing and 9% equity of state-controlled Huahong, Issue 20236361 ordinary shares in RMB to Beijing Konruns Pharmaceutical Co.Ltd(603590) (” Beijing Konruns Pharmaceutical Co.Ltd(603590) “) to purchase 49% equity of state-controlled Kangchen; Meanwhile, the company privately issued 41365452 ordinary shares in RMB to 8 investors including Ping An Asset Management Co., Ltd. (“ping an asset management”) to raise matching funds for the purchase of assets by issuing shares, with a par value of RMB 1 per share, an issue price of RMB 24.90 per share, and a net amount of RMB 101821760199. On June 5, 2017, the company has completed the issuance and registration procedures of new shares in the above transaction. The company has newly added 288133698 ordinary shares in RMB, and the changed share capital is RMB 766933698. The changed share capital has been verified by ShineWing certified public accountants and issued a capital verification report with report no. xyzh / 2017bja60549. After this non-public offering of RMB ordinary shares, Sinopharm holdings holds 55.43% of the equity of the company and remains the controlling shareholder of the company.
Notes to the financial statements (Continued) I. Basic Information (Continued) the second meeting of the seventh board of directors held by the company on March 21, 2018 considered and adopted the proposal of the company to repurchase and cancel the shares issued by the company to purchase some assets and shares. On April 26, 2018, the proposal was considered and approved by the 2017 annual general meeting of shareholders of the company. Since state-controlled Tianxing failed to realize its profit forecast commitment in 2017, according to the profit forecast compensation agreement for issuing shares to purchase assets signed by the company with Sinopharm holdings, Changxin Yida and Beijing Konruns Pharmaceutical Co.Ltd(603590) on July 20, 2016 and the supplementary agreement for profit forecast compensation agreement for issuing shares to purchase assets signed on September 23, 2016, As agreed in the supplementary agreement (II) to the profit forecast compensation agreement for issuing shares to purchase assets signed on December 1, 2016 (collectively referred to as the “profit forecast compensation agreement”) and the resolution of the company’s 2017 annual general meeting, the Company repurchased 2529307 compensation shares of Sinopharm holdings due to the failure of the performance commitment of state-controlled Tianxing in 2017, It was cancelled in Shanghai Branch of China depository and Clearing Co., Ltd. in November 2018.
After the completion of share repurchase and cancellation, the total share capital of the company was changed from RMB 766933698 to RMB 764404391. Sinopharm holdings holds 55.29% of the equity of the company and remains the controlling shareholder of the company. At the 13th meeting of the 7th board of directors held on March 20, 2019, the company deliberated and passed the proposal on proposed repurchase and cancellation of shares issued by the company to purchase some shares of assets. On April 23, 2019, the proposal was deliberated and approved at the 2018 annual general meeting of shareholders of the company. Since state-controlled Tianxing and state-controlled Beijing failed to realize their profit forecast commitments in 2018, according to the profit forecast compensation agreement and the above resolutions of the general meeting of shareholders, the Company repurchased 6766198 compensation shares from state-controlled Tianxing with RMB 1, The Company repurchased Winbo-Dongjian Automotive Technology Co.Ltd(300978) 7 shares and 125408 shares of compensation shares from Sinopharm holdings and changxinyida respectively for RMB 1 yuan, and cancelled them in China depository and Clearing Co., Ltd. Shanghai branch in September 2019. After the completion of share repurchase and cancellation, the total share capital of the company was changed from RMB 764404391 to RMB 754502998, and the proportion of Sinopharm holdings holding the equity of the company was changed to 54.72%, still the controlling shareholder of the company. The company and its subsidiaries (hereinafter collectively referred to as “the group”) are mainly engaged in drug distribution, drug production, drug logistics, etc. The specific licensed business items of the company mainly include: Wholesale Chinese patent medicine, decoction pieces and Chinese medicinal materials, chemical drug preparations and raw materials, antibiotics, biological products and biochemical drugs, narcotic drugs and class I (including raw materials) class II psychotropic drugs, protein assimilation preparations and peptide hormones Toxic drugs for medical use (botulinum toxin type A for injection, toad crisp powder, arsenic trioxide for injection), ephedrine API (small package); Organize drug production; Sales of medical devices (class I, II and III); Pre packaged food sales (including refrigerated and frozen food), special food sales (health food, infant formula milk powder); Internet and information services for drugs and medical devices (information services are class II value-added telecommunications services); Operate import and export business and sales of cosmetics, daily necessities, automobiles, electronic products, computer software and auxiliary equipment, household appliances, sanitary products, etc; Conference services, technical services, technology development and other consulting services and computer system services related to the above business; Mechanical equipment leasing, etc. The financial statements have been approved by the board of directors of the company on March 16, 2022. According to the articles of association, the financial statements will be submitted to the general meeting of shareholders for deliberation.
Notes to financial statements (Continued) I. Basic Information (Continued) the consolidation scope of consolidated financial statements is determined on the basis of control. See note VI for changes in this year. 2、 Preparation basis of financial statements the financial statements are prepared in accordance with the accounting standards for business enterprises – Basic Standards issued by the Ministry of Finance and the specific accounting standards, application guidelines, interpretations and other relevant provisions issued and revised later (collectively referred to as “accounting standards for business enterprises”). The financial statements are presented on a going concern basis. When preparing the financial statements, except for some financial instruments, the valuation principle is historical cost. If an asset is impaired, the corresponding impairment provision shall be withdrawn in accordance with relevant regulations. 3、 Important accounting policies and accounting estimates the group has formulated specific accounting policies and accounting estimates according to the actual production and operation characteristics, which are mainly reflected in the provision for bad debts of accounts receivable, inventory valuation method, depreciation of fixed assets and amortization of intangible assets, capitalization conditions of R & D expenses, revenue recognition and measurement Impairment test method of long-term assets, measurement mode of investment real estate, etc. 1. In accordance with the statement of accounting standards for business enterprises, the financial statements comply with the requirements of accounting standards for business enterprises and truly and completely reflect the financial position of the company and the group as of December 31, 2021 and the operating results and cash flow of 2021. 2. The accounting period of the group is the Gregorian calendar year, i.e. from January 1 to December 31. 3. Bookkeeping base currency the bookkeeping base currency of the group and the currency used in the preparation of the financial statements are RMB. Unless otherwise specified, it is expressed in RMB.
Notes to financial statements (Continued) III. important accounting policies and accounting estimates (Continued) 4 Business combination business combination is divided into business combination under the same control and business combination not under the same control. Business combination under the same control: a business combination under the same control refers to a business combination in which the enterprises participating in the combination are ultimately controlled by the same party or the same parties before and after the combination, and the control is not temporary. For business combinations under the same control, the party that obtains control over other enterprises participating in the merger on the merger date is the merging party, and other enterprises participating in the merger are the merged party. The merger date refers to the date on which the combining party actually obtains control over the merged party. The assets and liabilities acquired by the combining party in the business combination under the same control (including the goodwill formed by the final controller’s acquisition of the combined party) shall be subject to relevant accounting treatment based on the book value in the final controller’s financial statements on the combination date. For the difference between the book value of the net assets obtained by the combining party and the book value of the merger consideration paid (or the total face value of the issued shares), the equity premium in the capital reserve shall be adjusted. If it is insufficient to offset, the retained earnings shall be adjusted. A business combination not under the same control is a business combination not under the same control if the enterprise participating in the combination is not ultimately controlled by the same party or the same parties before and after the combination. For business combinations not under the same control, the party that obtains control over other enterprises participating in the merger on the acquisition date is the acquirer, and other enterprises participating in the merger are the acquiree. The date of purchase refers to the date on which the purchaser actually obtains control over the acquiree. The identifiable assets, liabilities and contingent liabilities of the acquiree obtained in the business combination not under the same control shall be measured at fair value on the acquisition date. The difference between the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is greater than the fair value share of the identifiable net assets of the acquiree obtained in the merger is recognized as goodwill and subsequently measured at cost less accumulated impairment losses. If the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is less than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the identifiable assets The measurement of the fair value of liabilities and contingent liabilities, the fair value of the merger consideration paid (or the fair value of equity securities issued) and the fair value of the equity held by the acquiree before the acquisition date shall be reviewed, If the sum of the fair value of the merger consideration paid after review (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is still less than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the difference shall be included in the current profit and loss.
Notes to financial statements (Continued) III. important accounting policies and accounting estimates (Continued) 5 Consolidated financial statements the consolidation scope of consolidated financial statements is determined on the basis of control, including the financial statements of the company and all subsidiaries. Subsidiaries refer to the entities controlled by the company (including the separable parts of enterprises and invested units, as well as the entities controlled by the company)
