Special Electric Co., Ltd
Notes to financial statements of 2021
(unless otherwise specified, the monetary unit is RMB)
1、 Basic information of the company
New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (hereinafter referred to as “the company” or “the company”) is changed from Beijing New Hua Du Supercenter Co.Ltd(002264) Special Transformer Co., Ltd. (hereinafter referred to as “Beijing special”).
Beijing special department was restructured and established by Beijing New Hua Du Supercenter Co.Ltd(002264) reactor factory, a collectively owned enterprise.
On April 20, 2010, Beijing special held an extraordinary shareholders’ meeting and passed a resolution to change Beijing special into a joint stock limited company. Based on the net assets of 8824271976 yuan as of December 31, 2009 verified by Zhongrui Yuehua, it was converted into a share capital of Shanghai Pudong Development Bank Co.Ltd(600000) 000 yuan. The overall change was to establish New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. On May 8, 2010, zhongruiyuehua Certified Public Accountants issued the capital verification report of New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. (Preparatory) (zryhyz [2010] No. 098) to verify the capital contribution of the joint stock company.
On April 29, 2016, the national share transfer company issued the document of the national share transfer system for small and medium-sized enterprises (share transfer system letter [2016] No. 3394) and agreed to list New Hua Du Supercenter Co.Ltd(002264) Special Electric Co., Ltd. in the national share transfer system for small and medium-sized enterprises. In May 2018, the company deliberated and approved the proposal of converting the company’s capital reserve into share capital in 2017. In June, based on 7428294800 shares, the capital reserve was distributed to all shareholders registered on the equity registration date by converting 15 shares for every 10 shares, with a total of 11142442200 shares. After the capital reserve was converted into share capital, the total number of shares of the company increased to 18570737000 shares, and the registered capital was changed to RMB 18570737000.
As of December 31, 2021, the total issued share capital of the company is 18570737000 shares, the registered capital is 18570737000 yuan, the unified social credit code of the company is 91110105101785863e, the legal representative is Tan Yong, the registered address is a801, office building 8, building 2, yard 1, lizezhong 1st Road, Chaoyang District, Beijing, and the actual controllers of the company are Tan Yong and Zong Lili.
The industry belongs to “c3821 transformer, rectifier and inductor manufacturing” under the category of “C38 electrical machinery and equipment manufacturing”, and the sub industry is the manufacturing of converter transformer for frequency conversion and speed regulation. The main business activities of the company are: processing and manufacturing transformers, reactors, combined transformers, special transformers and various accessories, components and parts; Repair reactors, switch control equipment and transformers; Sales of mechanical equipment, hardware and electrical appliances, household appliances, computers, software and auxiliary equipment, electronic products; Import and export of goods; Technology import and export; Technology development; Technical services; Computer technology training; Computer graphic design; Corporate image planning; Conference services; Economic and trade consultation. (no business shall be conducted without special approval) (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
The financial statements have been approved and submitted by the 13th meeting of the Fourth Board of directors of the company on March 4, 2022. As of December 31, 2021, the company has 3 subsidiaries included in the consolidation scope. See note VIII “equity in other entities” for details.
2、 Preparation basis of financial statements
The financial statements of the company are based on the assumption of going concern, according to the actual transactions and events, in accordance with the accounting standards for business enterprises – Basic Standards (issued by order No. 33 of the Ministry of Finance and revised by order No. 76 of the Ministry of Finance), 42 specific accounting standards, application guidelines of accounting standards for business enterprises, and The interpretation of the accounting standards for business enterprises and other relevant provisions (hereinafter collectively referred to as the “accounting standards for business enterprises”) and the preparation of the disclosure 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.
According to the relevant provisions of the accounting standards for business enterprises, the accounting of the company is based on the accrual basis. Except for some financial instruments, the financial statements are measured on the basis of historical cost. If an asset is impaired, the corresponding impairment provision shall be withdrawn in accordance with relevant regulations.
3、 Statement of compliance with accounting standards for business enterprises
The financial statements prepared by the company comply with the requirements of the accounting standards for business enterprises and truly and completely reflect the financial position of the company as of December 31, 2021 and the operating results, cash flow and other relevant information of the company in 2021. In addition, the company’s financial statements comply in all material respects with the disclosure requirements of the financial statements and their notes in the rules for the preparation of information disclosure by companies offering securities to the public No. 15 – General Provisions on financial reports revised by the China Securities Regulatory Commission in 2014.
4、 Significant accounting policies and accounting estimates
According to the actual production and operation characteristics and the provisions of relevant accounting standards for business enterprises, the company has formulated several specific accounting policies and accounting estimates for transactions and events such as revenue recognition. See the description of 28 “revenue” in note IV for details. For the description of significant accounting judgments and estimates made by the management, please refer to note IV, 34 “significant accounting judgments and estimates”.
1. Accounting period
The accounting period of the company is divided into annual period and interim period, which refers to the reporting period shorter than a complete accounting year. The accounting year of the company adopts the Gregorian calendar, i.e. from January 1 to December 31 each year.
2. Business cycle
Normal business cycle refers to the period from the purchase of assets for processing to the realization of cash or cash equivalents. The company takes 12 months as an operating cycle and takes it as the liquidity division standard of assets and liabilities.
3. Recording currency
The currency used by the company in preparing the financial statements is RMB.
4. Accounting treatment methods for business combinations under the same control and not under the same control
Business combination refers to the transaction or event in which two or more separate enterprises are combined to form a reporting entity. Business combinations are divided into business combinations under the same control and business combinations not under the same control.
(1) 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.
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 shall be measured at the book value of the combined party on the combining date. 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) shall be adjusted to the capital reserve (share capital premium); If the capital reserve (capital stock premium) is insufficient to offset, the retained earnings shall be adjusted.
All direct expenses incurred by the combining party for business combination shall be included in the current profit and loss when incurred.
(2) Business combination not under the same control
A business combination not under the same control is a business combination in which the enterprises participating in the merger are not ultimately controlled by the same party or the same parties before and after the merger. 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 purchaser, 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.
For business combination not under the same control, the combination cost includes the fair value of assets paid, liabilities incurred or assumed and equity securities issued by the acquirer to obtain the control over the acquiree on the acquisition date. The intermediary expenses such as audit, legal services, evaluation and consultation and other management expenses incurred for business combination are included in the current profit and loss when incurred. The transaction costs of equity securities or debt securities issued by the Purchaser as merger consideration shall be included in the initial recognition amount of equity securities or debt securities. The contingent consideration involved shall be included in the merger cost according to its fair value on the acquisition date. If there is new or further evidence of the existing situation on the acquisition date within 12 months after the acquisition date and the contingent consideration needs to be adjusted, the consolidated goodwill shall be adjusted accordingly. The combination costs incurred by the acquirer and the identifiable net assets obtained in the combination shall be measured at the fair value on the acquisition date. Consolidated cost page 15 of 105 in this report
The difference greater than the fair value of the identifiable net assets obtained by the acquiree on the acquisition date is recognized as goodwill. If the merger cost is less than the fair value of the identifiable net assets of the acquiree obtained in the merger, the fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree obtained and the measurement of the merger cost shall be reviewed first. If the merger cost is still less than the fair value of the identifiable net assets of the acquiree obtained in the merger, the difference shall be included in the current profit and loss.
If the deductible temporary difference obtained by the purchaser from the acquiree is not recognized on the acquisition date because it does not meet the recognition conditions of deferred income tax assets, within 12 months after the acquisition date, if new or further information indicates that the relevant situation on the acquisition date already exists and the economic benefits brought by the deductible temporary difference of the acquiree on the acquisition date are expected to be realized, the relevant deferred income tax assets shall be recognized, If the goodwill decreases, the difference is recognized as the current profit and loss; In addition to the above circumstances, the deferred income tax assets related to business combination shall be included in the current profits and losses.
For business combinations not under the same control realized step by step through multiple transactions, according to the notice of the Ministry of Finance on printing and distributing the interpretation of accounting standards for Business Enterprises No. 5 (CK [2012] No. 19) and the judgment standard of “package deal” in Article 51 of accounting standards for business Enterprises No. 33 – consolidated financial statements (see note IV, 5 “preparation method of consolidated financial statements” (2)), Judge whether the multiple transactions belong to “package deal”. If it is a “package deal”, the accounting treatment shall be carried out with reference to the description in the previous paragraphs of this part and note IV and 14 “long-term equity investment”; If it is not a “package deal”, separate individual financial statements from consolidated financial statements for relevant accounting treatment:
In individual financial statements, the sum of the book value of the equity investment held by the acquiree before the acquisition date and the new investment cost on the acquisition date shall be regarded as the initial investment cost of the investment; If the equity of the acquiree held before the acquisition date involves other comprehensive income, the other comprehensive income related to the investment shall be accounted for on the same basis as the acquiree’s direct disposal of relevant assets or liabilities.
In the consolidated financial statements, the equity of the acquiree held before the acquisition date is remeasured according to the fair value of the equity on the acquisition date, and the difference between the fair value and its book value is included in the current investment income; If the equity of the acquiree held before the acquisition date involves other comprehensive income, the relevant other comprehensive income shall be accounted for on the same basis as the acquiree’s direct disposal of relevant assets or liabilities.
5. Preparation method of consolidated financial statements
(1) Principles for determining the scope of consolidated financial statements
The consolidation scope of the consolidated financial statements is determined on the basis of control. Control means that the company has the power to the investee, enjoys variable returns by participating in relevant activities of the investee, and has the ability to use the power to the investee to affect the amount of return. The scope of consolidation includes the company and all subsidiaries. Subsidiary refers to the entity controlled by the company.
Once the relevant factors involved in the above control definition are changed due to the change of relevant facts and circumstances, the company will enter page 16 of 105 in this report
Line reassessment.
(2) Preparation method of consolidated financial statements
From the date when the company obtains the actual control over the net assets and production and operation decisions of the subsidiaries, the company begins to incorporate them into the scope of consolidation; It shall cease to be included in the scope of consolidation from the date of loss of actual control. For the disposed subsidiaries, the operating results and cash flows before the disposal date have been properly included in the consolidated income statement and consolidated cash flow statement; For subsidiaries disposed of in the current period, the opening balance of the consolidated balance sheet shall not be adjusted. The operating results and cash flows of subsidiaries increased by business combination not under the same control after the purchase date have been properly included in the consolidated income statement and consolidated cash flow statement, and the opening amount and comparative amount of the consolidated financial statements will not be adjusted. The operating results and cash flows of subsidiaries increased by business combination under the same control from the beginning of the current period to the date of combination have been properly included in the consolidated income statement and the consolidated cash flow statement, and the comparative figures of the consolidated financial statements have been adjusted at the same time.
When preparing the consolidated financial statements, if the accounting policies or accounting periods adopted by the subsidiary are inconsistent with those adopted by the company, the financial statements of the subsidiary shall be adjusted as necessary according to the accounting policies and accounting periods of the company. For subsidiaries acquired through business combination not under the same control, their financial statements shall be adjusted based on the fair value of identifiable net assets on the acquisition date.
All significant current balances, transactions and unrealized profits of the company shall be offset during the preparation of the consolidated financial statements.
The shareholders’ equity and current net profit and loss of subsidiaries that are not owned by the company are separately listed as minority shareholders’ equity and minority shareholders’ profit and loss under shareholders’ equity and net profit in the consolidated financial statements. The shares belonging to minority shareholders’ equity in the current net profit and loss of subsidiaries are listed as “minority shareholders’ profit and loss” under the net profit item in the consolidated income statement. If the loss of a subsidiary shared by minority shareholders exceeds the share of minority shareholders in the opening shareholders’ equity of the subsidiary, the minority shareholders’ equity is still offset.
When the control over the original subsidiary is lost due to the disposal of part of the equity investment or other reasons, the remaining equity shall be re measured according to its fair value on the date of loss of control. The difference between the sum of the consideration obtained from the disposal of equity and the fair value of the remaining equity minus the share of the net assets of the original subsidiary continuously calculated from the purchase date calculated according to the original shareholding ratio shall be included in the investment income of the current period when the control right is lost. And
