Beijing Institute of Certified Public Accountants
Business report unified coding reporting system
Unified business reporting code: 110 Andon Health Co.Ltd(002432) 022858003133
Report name: 2021 financial audit report
Report No.: Ernst & Young Huaming (2022) SZ No. 61359339b01
Name of audited (inspected) unit: Shanghai Environment Group Co.Ltd(601200)
Name of accounting firm: Ernst & Young Huaming Certified Public Accountants (special general partnership)
Business type: financial statement audit
Report opinion type: unqualified opinion
Report date: March 24, 2022
Filing date: March 24, 2022
Pan Jianhui (31 China High-Speed Railway Technology Co.Ltd(000008) 2180),
Signed by:
Wu Bo (3205 Jointo Energy Investment Co.Ltd.Hebei(000600) 45)
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Note: this filing information only proves that the report has been filed with the Beijing Institute of certified public accountants, and does not mean that the Beijing Institute of Certified Public Accountants makes any form of guarantee for the content of the report in any sense.
1、 Basic information Shanghai Environment Group Co.Ltd(601200) , the original Shanghai Environment Group Co.Ltd(601200) Group Co., Ltd. (“the company”) is a one person limited liability company registered in Shanghai, the people’s Republic of China (sole proprietorship of legal person). It was established on June 28, 2004 and invested by Shanghai state owned assets supervision and Administration Commission (“Shanghai SASAC”) as a single shareholder. On August 8, 2006, Shanghai SASAC issued the letter on Approving the transfer of state-owned assets of Shanghai Environment Group Co.Ltd(601200) Group Co., Ltd. (Hu Guo Zi Wei Shi [2006] No. 693), agreeing to transfer the state-owned assets of Shanghai Environment Group Co.Ltd(601200) Group Co., Ltd. to Shanghai urban construction investment and development Corporation (now renamed Shanghai Urban Investment (Group) Co., Ltd.) (hereinafter referred to as “Shanghai urban investment”). On July 11, 2008, Shanghai urban investment made a resolution to transfer 100% of the company’s equity held by it to Shanghai Chengtou Holding Co.Ltd(600649) (hereinafter referred to as ” Shanghai Chengtou Holding Co.Ltd(600649) “). According to the proposal on the plan of Shanghai Chengtou Holding Co.Ltd(600649) share exchange, absorption and merger of Shanghai Yangchen Investment Co., Ltd. and separation, listing and related party transactions, which was deliberated and adopted by Shanghai Chengtou Holding Co.Ltd(600649) on June 18, 2015, Shanghai Chengtou Holding Co.Ltd(600649) absorbed and merged Shanghai Yangchen Investment Co., Ltd. (“Yangchen investment”) (hereinafter referred to as “this merger”), After the merger, the company will implement the division in the form of survival (hereinafter referred to as “this transaction” or “this reorganization”). On the same day, Shanghai Chengtou Holding Co.Ltd(600649) , Yangchen investment and the company signed the merger agreement on share exchange and absorption, which clearly agreed on the relevant arrangements of the merger. This transaction and related matters have been approved and authorized by the respective general meetings of shareholders of Shanghai Chengtou Holding Co.Ltd(600649) and Yangchen investment, and reviewed and agreed by the state owned assets supervision and Administration Commission of the State Council, Shanghai SASAC, the Ministry of Commerce and the CSRC. On December 23, 2016, Shanghai Chengtou Holding Co.Ltd(600649) through issuing A-Shares to all shareholders of xiangyangchen investment, absorbed and merged Yangchen investment by means of share exchange. On December 23, 2016, the company signed the asset transfer agreement with Shanghai Chengtou Holding Co.Ltd(600649) to obtain all assets of Yangchen investment and inherit all creditor’s rights and debts. The business of Yangchen investment is continued by the group. According to the reply on approval of Shanghai Chengtou Holding Co.Ltd(600649) absorption and merger of Shanghai Yangchen Investment Co., Ltd. and separation and listing (zjxk [2016] No. 2368) issued by China Securities Regulatory Commission, the company was separated from Shanghai Chengtou Holding Co.Ltd(600649) on February 22, 2017. As the main body of the separation, all the equity of the company was obtained and changed into a joint stock limited company by all the shareholders registered on the equity registration date of the implementation of the separation. The controlling shareholder is changed to Shanghai urban investment. On February 28, 2017, the company held the first general meeting of Shanghai Environment Group Co.Ltd(601200) shareholders, which deliberated and approved the proposal on applying for Shanghai Environment Group Co.Ltd(601200) stock listing and related matters and the proposal on Authorizing the board of directors of the company to handle matters related to the listing of the company. On March 17, 2017, the second meeting of Shanghai Environment Group Co.Ltd(601200) the first board of directors deliberated and adopted the proposal on documents related to the company’s application for stock listing.
On March 15, 2017, the company obtained the business license with the unified social credit code of 91310115764269544y issued by Shanghai Administration for Industry and commerce. The registered capital of the company is 70254388400 yuan and the total share capital is 702543884 shares. On March 29, 2017, the Shanghai Stock Exchange issued the notice on the listing and trading of Shanghai Environment Group Co.Ltd(601200) RMB common shares (self regulatory decision of Shanghai Stock Exchange [2017] No. 81) and agreed to the listing of the company’s RMB common shares on the Shanghai Stock Exchange. The shares are referred to as ” Shanghai Environment Group Co.Ltd(601200) ” and the stock code is ” Shanghai Environment Group Co.Ltd(601200) “. On June 18, 2019, the company publicly issued 21700000 convertible corporate bonds with a face value of RMB 100.00 each and a total issuance amount of RMB 217000000000 with the approval of the CSRC’s zjxk [2019] No. 929 document. With the consent of self regulatory decision [2019] No. 124 of Shanghai Stock Exchange, the above convertible corporate bonds will be listed and traded in Shanghai Stock Exchange from July 8, 2019. The bonds are referred to as “environmental convertible bonds” for short and the bond code is “113028”. According to relevant regulations and the company’s prospectus for public offering of convertible corporate bonds, the “environmental convertible bonds” issued by the company this time can be converted into shares of the company from December 24, 2019.
Notes to the financial statements (Continued) I. Basic Information (Continued) on September 17, 2020, a total of 216122200000 yuan of “environmental convertible bonds” issued by the company have been converted into shares of the company, with 208551494 shares. Since September 18, 2020, the “environmental convertible bonds” have stopped trading and conversion, and have been delisted from the Shanghai Stock Exchange. All the “environmental convertible bonds” of 877800000 yuan that have not been converted into shares have been frozen. According to the data provided by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, the number of “environmental convertible bonds” redeemed by the company this time is 87780. After the completion of the conversion of “environmental convertible bonds”, the total share capital of the company increased to 1121858543 shares, and the registered capital was changed to RMB 112185854300.
The registered address of the company is No. 1881, Hongqiao Road, Changning District, Shanghai. The headquarters of the company is located in the National Development Bank building, No. 500, Pudong South Road, Pudong New Area, Shanghai. The main business activities of the company and its subsidiaries (collectively referred to as “the group”) are: licensed projects: municipal solid waste business services; Hazardous waste management; Production and supply of tap water; Construction engineering design; Import and export of goods; Technology import and export; Various engineering construction activities (except nuclear power plant engineering construction activities); General projects: investment in environmental protection projects such as solid waste disposal and sewage treatment and other municipal infrastructure projects; Rural domestic waste business services; Solid waste treatment; Technical consultation on resource recycling services; Manufacturing of special equipment for environmental protection; Engineering and technical research and test development; Research and development of resource recycling technology; Soil pollution control and remediation services; Sewage treatment and recycling; Engineering management services. The parent company and ultimate parent company of the group are Shanghai Urban Investment Group established in China. The financial statements have been approved by the board of directors of the company on March 24, 2022. According to the articles of association, the financial statements will be submitted to the general meeting of shareholders for deliberation. The consolidation scope of the consolidated financial statements is determined on the basis of control. See note VI for the changes in the consolidation scope of 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. As of December 31, 2021, the current liabilities of the group were higher than the current assets by RMB 260973164542. The group has sufficient bank credit lines in 2022 and has sufficient working capital to meet the needs of the group’s daily operation and repayment of due debts in the next 12 months. Therefore, the financial statements are presented on the basis of continuous operation. 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, amortization of intangible assets, revenue recognition and measurement, contract accounting treatment of government and social capital cooperation projects, etc.
Notes to financial statements (Continued) III. important accounting policies and accounting estimates (Continued) 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. 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 structured entities controlled by the company). When preparing the consolidated financial statements, the subsidiaries adopt the accounting year and accounting policy consistent with that of the company. Assets, liabilities, equity, income, expenses and cash flows arising from all transactions between companies within the group are fully offset at the time of consolidation. If the current loss shared by the minority shareholders of a subsidiary exceeds the share enjoyed by the minority shareholders in the opening shareholders’ equity of the subsidiary, the balance shall still be offset against the reduced shareholders’ equity. For subsidiaries acquired through business combination not under the same control, the operating results and cash flow of the acquiree shall be included in the consolidated financial statements from the date when the group obtains control until the group terminates its control. When preparing the consolidated financial statements, the financial statements of subsidiaries shall be adjusted on the basis of the fair value of all identifiable assets, liabilities and contingent liabilities determined on the acquisition date. For subsidiaries obtained through business combination under the same control, the operating results and cash flow of the combined party shall be included in the consolidated financial statements from the beginning of the current period. When preparing and comparing the consolidated financial statements, the relevant items of the previous financial statements are adjusted, which is regarded as the reporting entity formed after the merger has existed since the final controller began to implement control. If changes in relevant facts and circumstances lead to changes in one or more of the control elements, the group reassesses whether to control the investee. 6. Cash and cash equivalents refer to the group’s cash on hand and deposits that can be used for payment at any time; Cash equivalents refer to the short-term, highly liquid investments held by the group, which are easy to be converted into known amounts of cash and have little risk of value change. 7. Translation of foreign currency business and foreign currency statements the group converts the amount of foreign currency into the amount of functional currency for foreign currency transactions. When foreign currency transactions are initially recognized, the amount of foreign currency is converted into the amount of functional currency at the spot exchange rate on the transaction date. On the balance sheet date, foreign currency monetary items are translated at the spot exchange rate on the balance sheet date. The resulting settlement and currency
