Notes to financial statements
(monetary unit: RMB)
1、 Basic information of the company
Hefu (China) Medical Technology Co., Ltd. (hereinafter referred to as “the company”) is a joint stock limited company established by Hefu (China) Medical Technology Trading Co., Ltd. (hereinafter referred to as “the original company”, formerly known as Hefu Medical Technology Trading (Shanghai) Co., Ltd. and Hefu biochemical Technology Trading (Shanghai) Co., Ltd.), The registered address is room 606b, No. 118 Xinling Road, Shanghai pilot Free Trade Zone, the people’s Republic of China (hereinafter referred to as “China”). The parent company of the company is Hefu (Hong Kong) Holding Co., Ltd. (hereinafter referred to as “Hefu Hong Kong”), and the ultimate holding company is Hefu medical Holding Co., Ltd. (hereinafter referred to as “Hefu holding”) registered in the Cayman Islands.
The company is a wholly foreign-owned enterprise invested and established by Hefu Biochemical Technology Co., Ltd. (hereinafter referred to as “Hefu biochemical”) in 2000, with an initial registered capital of US $200000. After a series of capital increase and equity transfer, the registered capital of the company was changed to USD 20.64 million on June 6, 2016, and the shareholder was changed to Hefu Hong Kong Hefu Investment Co., Ltd. (hereinafter referred to as “Hefu investment”).
According to the resolution of the shareholders’ meeting on April 16, 2018, Hefu Hong Kong increased the capital of the company by US $8 million with undistributed profits. After the capital increase, the registered capital increased to US $28.64 million.
According to the resolution of the shareholders’ meeting of the company on June 5, 2018, Yuancheng (Shanghai) enterprise management consulting center (hereinafter referred to as “Yuancheng”), Yuanyi (Shanghai) enterprise management consulting center (limited partnership) (hereinafter referred to as “Yuanyi”), Shanghai Yuanyu enterprise management consulting center (limited partnership) (hereinafter referred to as “Yuanyu”), yuanang (Shanghai) enterprise management consulting center (limited partnership) (hereinafter referred to as “yuanang”) Quezi Co., Ltd. (hereinafter referred to as “quezi”) and Huajin Development Co., Ltd. (hereinafter referred to as “Huajin”) increased capital to the company by US $275500, US $182700, US $157400, US $248300, US $305800 and US $48700 respectively. After the capital increase, the registered capital will be increased to USD 298584 million.
According to the resolution of the board of directors of the company on June 20, 2018, Hefu investment transferred its 10.20% equity of the company to Hefu Hong Kong. After the transfer, Hefu investment will no longer hold the shares of the company.
According to the resolution of the board of directors of the company on November 20, 2018, Hefu Hong Kong increased the capital of the company by US $5.3 million, of which US $2.12 million was included in the registered capital and US $3.18 million was included in the capital reserve. After the capital increase, the registered capital will be increased to USD 319784 million.
limited company. After the overall change, the name of the company is determined as “Hefu (China) Medical Technology Co., Ltd.” and the registered capital of the company is changed to RMB 212015700. On March 29, 2019, the company obtained the filing receipt for change of foreign invested enterprises (No.: bsq201901050) issued by the Management Committee of China (Shanghai) pilot Free Trade Zone, and received the updated business license with the unified social credit code of 9131 Shenzhen Sdg Information Co.Ltd(000070) 3011187g on April 19, 2019.
According to the resolution of the second extraordinary general meeting of shareholders on May 20, 2019, Hefu Hong Kong, quezi, Yuancheng, yuanang, Yuanyi, Yuanyu, Huajin, Lianfang, Cathay Pacific Venture Capital Co., Ltd. (hereinafter referred to as “Cathay Pacific venture”), Shanghai Qingtian Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Shanghai Qingtian”), Xu Qiwen, Liu Diankui, Han Yamin, Wei Lihua, Ye Ping, Yu Rongbin, Mao Xiaofeng, Li Xueyong, Feng Qiying Lu Tingting, Shi Junfei, Tang Qi, Wu Yueming, Cui Tao, Sui Xiaodong, Jiaxing Haitong xuchu equity investment fund partnership (limited partnership) (hereinafter referred to as “Haitong xuchu”), Lu qunyong, Zhang Yidan, Li Hui and Qiu Aihua added a total capital of 187655000 yuan to the company, including a registered capital of 469137 million yuan and a capital reserve of 1407413 million yuan. After the capital increase, the registered capital will be increased to RMB 258929400.
According to the resolution of the third extraordinary general meeting of shareholders on June 21, 2019, Jingzhou Huikang equity investment fund partnership (limited partnership) (hereinafter referred to as “Jingzhou Huikang”), Yuanyi, China Resources Pharmaceutical (Shantou) industrial investment fund partnership (limited partnership) (hereinafter referred to as “China Resources pharmaceutical”) and Xie Tao added a total of 150.84 million yuan to the company, including 37.71 million yuan of registered capital, The capital reserve is 113.13 million yuan. After the capital increase, the registered capital will be increased to RMB 296639400.
According to the resolution of the fifth extraordinary general meeting of shareholders on November 12, 2019, Liu Xiuhua, Ding Jinsuo, Jia Yanni, Xia Yaowu and Jin Xuecui increased the total capital of the company by RMB 7.6 million, including the registered capital of RMB 1.9 million and the capital reserve of RMB 5.7 million. After the capital increase, the registered capital will be increased to RMB 298539400.
On December 30, 2019, Jingzhou Huikang and Qirui equity investment center (limited partnership) (hereinafter referred to as “Qirui investment”) of Ningbo Meishan free trade port area signed the share transfer agreement on Hefu (China) Medical Technology Co., Ltd., which agreed to transfer its 5.3 million shares held by the issuer to Qirui investment for a consideration of RMB 23.32 million.
In July 2020, China Resources pharmaceutical signed the share transfer agreement on Hefu (China) Medical Technology Co., Ltd. with Shanghai Xingyuan International Trade Co., Ltd. (hereinafter referred to as “Shanghai Xingyuan”), agreeing to transfer its 1 million shares of the issuer to Shanghai Xingyuan for a consideration of RMB 4.7 million. According to the share transfer agreement signed in September 2020, the original shareholders Liu Xiuhua, Yu Rongbin, Xie Tao, Qiu Aihua and Sui Xiaodong agreed to transfer 1212500 shares of the issuer held by them to Yuanyu for a consideration of RMB 569875.
The company and its subsidiaries (hereinafter referred to as “the group”) are mainly engaged in international trade, after-sales service and trade agency of medical equipment and consumables related to in vitro diagnosis, consulting service and relevant supporting services of hospital information management system. The business term is from October 24, 2000 to no agreed term.
On December 23, 2021, the company obtained the approval of the China Securities Regulatory Commission for the initial public offering of shares, and was officially listed on the main board of Shanghai Stock Exchange on February 16, 2022, with the stock code of 603122. See note XII, 3.
For relevant information of the group’s subsidiaries in 2021, see note VI.
2、 Preparation basis of financial statements
The company prepares financial statements on the basis of going concern.
Since January 1, 2019 and January 1, 2020, the group has implemented new financial instrument standards such as accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments and accounting standards for Business Enterprises No. 14 – income revised by the Ministry of finance of the people’s Republic of China (hereinafter referred to as the “Ministry of finance”) in 2017, And implemented the accounting standards for Business Enterprises No. 21 – leasing (see note III and 28) revised by the Ministry of Finance in 2018 from January 1, 2021.
3、 Important accounting policies and accounting estimates of the company
The accounting policies related to the recognition and measurement of bad debt provision for receivables, depreciation of fixed assets, amortization of intangible assets and recognition and measurement of income of the group are formulated according to the operating characteristics of relevant businesses of the group. See relevant notes for specific policies.
1. Statement of compliance with accounting standards for business enterprises
The financial statements comply with the requirements of the accounting standards for business enterprises issued by the Ministry of finance of the people’s Republic of China (hereinafter referred to as the “Ministry of finance”), and truly and completely reflect the consolidated financial position and financial position of the group as of December 31, 2021, the consolidated operating results and operating results, and the consolidated cash flow and cash flow of the group in 2021.
In addition, the financial statements also comply with the disclosure requirements of the financial statements and notes in the rules for the preparation of information disclosure of companies offering securities to the public No. 15 – General Provisions on financial reports revised by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in 2014.
2. Accounting period
The fiscal year starts on January 1 and ends on December 31 of the Gregorian calendar.
3. Business cycle
The group regards the period from the purchase of assets for sale to the realization of cash or cash equivalents as the normal business cycle. The business cycle of the group’s main business is usually less than 12 months.
4. Recording currency
The recording currency of the group is RMB, and the currency used in the preparation of the financial statements is RMB. The group selects the bookkeeping functional currency based on the pricing and settlement currency of main business revenue and expenditure.
5. Accounting treatment method of business combination under the same control
A business combination under the same control is a business combination in which the enterprises participating in the merger are ultimately controlled by the same party or the same parties before and after the merger, and the control is not temporary. The assets and liabilities acquired by the combining party in the business combination shall be measured according to the book value in the consolidated financial statements of the final controller on the combination date. For the difference between the book value of the net assets obtained and the book value of the merger consideration paid (or the total face value of the issued shares), adjust the capital premium in the capital reserve; If the capital premium in the capital reserve is insufficient to offset, the retained earnings shall be adjusted. The directly related expenses incurred for business combination shall be included in the current profit and loss when incurred. The date of merger is the date on which the combining party actually obtains control over the combined party.
6. Preparation method of consolidated financial statements (1) general principles
The consolidation scope of the consolidated financial statements is determined on the basis of control, including the company and the subsidiaries controlled by the company. Control means that the group has the power over the investee, enjoys variable returns through participating in relevant activities of the investee, and is able to use the power over the investee to affect its return amount. When judging whether the group has power over the investee, the group only considers the substantive rights related to the investee (including the substantive rights enjoyed by the group itself and other parties). The financial position, operating results and cash flow of subsidiaries are included in the consolidated financial statements from the control start date to the control end date.
The equity, profit and loss and total comprehensive income attributable to minority shareholders of subsidiaries are listed separately after the shareholders’ equity in the consolidated balance sheet and the net profit and total comprehensive income in the consolidated income statement.
If the current loss shared by minority shareholders of a subsidiary exceeds the share of minority shareholders in the owner’s equity of the subsidiary at the beginning of the period, the balance shall still be offset against the reduced shareholder’s equity.
When the accounting period or accounting policy adopted by the subsidiary is inconsistent with that of the group, necessary adjustments have been made to the financial statements of the subsidiary according to the accounting period or accounting policy of the group at the time of consolidation. At the time of consolidation, all intra group transactions and balances, including unrealized internal transaction gains and losses, have been offset. For the unrealized loss of intra group transactions, if there is evidence that the loss is the impairment loss of relevant assets, the loss shall be recognized in full.
(2) Subsidiaries acquired through merger
For subsidiaries acquired through business combination under the same control, when preparing the consolidated current financial statements, based on the book value of various assets and liabilities of the consolidated subsidiaries in the financial statements of the final controller, it is deemed that the consolidated subsidiaries are included in the consolidation scope of the group when the final controller of the group begins to control them, The opening balance of the consolidated financial statements and the comparative statements of the previous period shall be adjusted accordingly.
(3) Changes in minority interests
The difference between the cost of long-term equity investment newly obtained by the company due to the purchase of minority equity and the share of net assets of subsidiaries calculated according to the newly increased shareholding ratio, and the difference between the disposal price obtained due to the partial disposal of equity investment in subsidiaries and the net assets of subsidiaries corresponding to the disposal of long-term equity investment without losing control, Adjust the capital reserve (capital stock premium) in the consolidated balance sheet. If the capital reserve (capital stock premium) is insufficient to offset, adjust the retained earnings.
7. Criteria for determining cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits that can be used for payment at any time, and short-term and current assets
