Harbin Air Conditioning Co.Ltd(600202)
Notes to financial statements of 2021
(unless otherwise specified, the monetary unit is RMB)
1. Basic information of the company
1.1 company profile
Harbin Air Conditioning Co.Ltd(600202) (hereinafter referred to as "the company" or "the company") is a joint-stock limited company established by Harbin air conditioning plant through overall restructuring and targeted offering with the reply of HA Gu Ling ban Zi (1993) No. 7 document of Harbin joint-stock system coordination leading group office.
In 1997, the company offered bonus shares at the ratio of 10:6. After the share offering, the registered capital of the company was changed to 81.696 million yuan.
On April 26, 1999, the company issued 30 million ordinary shares in RMB to the public with the approval of Document No. [1999] 44 of China Securities Regulatory Commission. The issuing price was 6.08 yuan per share. After the issuance, the registered capital of the company was changed to 111696 million yuan.
The 2000 general meeting of shareholders of the company decided to distribute 3 shares and increase 7 shares for every 10 shares to all shareholders based on the total share capital of 111696 million shares at the end of 2000. After the increase, the registered capital of the company was changed to 223392 million yuan.
The 2001 general meeting of shareholders of the company decided to distribute 1 share for every 10 shares to all shareholders based on the total share capital at the end of 2001. After distribution, the registered capital of the company was changed to 245731200 yuan.
In July 2004, with the approval of Harbin state owned assets supervision and Administration Commission, the controlling shareholder of the company was renamed Harbin metalworking Assets Management Co., Ltd. to Harbin machinery Holding Co., Ltd.
In August 2006, the controlling shareholder of the company was changed from Harbin machinery Holding Co., Ltd. to Harbin Industrial Assets Management Co., Ltd. due to the administrative transfer of state-owned assets.
The 2007 general meeting of shareholders of the company decided to distribute 3 shares for every 10 shares to all shareholders based on the total share capital at the end of 2007. After distribution, the registered capital of the company was changed to 31945056 yuan.
According to the resolution of the general meeting of shareholders of the company in 2008, based on the total share capital of 319450560 shares at the end of 2008, 2 shares are given for every 10 shares, and the registered capital after distribution is 38334067200 yuan.
In May 2012, the controlling shareholder of the company was changed from Harbin Industrial Assets Management Co., Ltd. to Harbin Industrial Investment Group Co., Ltd. due to the administrative transfer of state-owned assets.
The company registered the change in Harbin market supervision and Administration Bureau in September 2021. The legal representative is Tian Dapeng and the registered capital is 383340672 yuan.
The current headquarters is located at No. 7, Dianchi street, Yingbin Road concentration area, high tech Development Zone, Harbin, Heilongjiang Province. The company is mainly engaged in the design, manufacture and sales of various high, medium and low pressure air coolers. Its main products include petrochemical air coolers and power station air coolers. In addition, the company also designs, manufactures and sells air handling units of nuclear power stations.
The financial statements have been approved by the board of directors of the company on March 25, 2022.
1.2 scope and changes of consolidated financial statements
There are six subsidiaries included in the consolidation scope of the company in 2021. See "8. Rights and interests in other entities" in this note for details. The consolidation scope of the company in this period has not changed compared with that in the previous period.
2. Preparation basis of financial statements
2.1 preparation basis
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 by companies offering securities to the public No. 15 - General Provisions on financial reports 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 the provision for impairment occurs, the corresponding provision for impairment shall be made.
2.2 going concern
The company has the ability of sustainable operation for at least 12 months since the end of the reporting period, and there are no major events affecting the ability of sustainable operation.
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 consolidated financial position, operating results, cash flow and other relevant information of the company during the reporting period. In addition, the company's financial statements comply in all material respects with the disclosure requirements of the financial statements and 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.
4. Significant accounting policies and accounting estimates
The company and its subsidiaries are engaged in the design, manufacture and sales of various high, medium and low pressure air coolers. According to the actual production and operation characteristics and the provisions of relevant accounting standards for business enterprises, the company and its subsidiaries have formulated several specific accounting policies and accounting estimates for transactions and events such as revenue recognition. See the description of "4.29 revenue" in this note for details.
4.1 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. 4.2 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. Except for special air cooling equipment, the business cycle of air cooling equipment is related to the construction time of the owner's project, which may exceed 12 months.
4.3 functional currency
RMB is the currency of the main economic environment in which the company and its domestic subsidiaries operate. The company and its domestic subsidiaries use RMB as the bookkeeping base currency. The currency used by the company in preparing the financial statements is RMB.
4.4 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.
4.4.1 business combination under the same control
Business combination under the same control refers to the business combination in which the companies 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.
It is measured according to the book value of the owner's equity of the combined party in the consolidated financial statements of the final controller. If the book value of the combined party's net assets on the merger date is negative, the cost of long-term equity investment shall be determined at zero. If the combined party is controlled by the final controller through business combination not under the same control before being combined, the initial investment cost of the long-term equity investment of the combining party shall also include the amount of relevant goodwill. For the difference between the book value of the net assets obtained by the company and the book value of the merger consideration paid, the capital reserve shall be adjusted; If the capital reserve is insufficient to offset, the retained earnings shall be adjusted. In the business combination under the same control, if the accounting policies adopted by the combined party are inconsistent with those of the company, the company shall adjust the relevant items of the financial statements of the combined party in accordance with the accounting policies of the company on the combination date, and on this basis, it shall be recognized in accordance with the provisions of this policy.
All directly related expenses incurred by the company for business combination, including audit fees, evaluation fees and legal service fees paid for business combination, shall be included in the current management expenses when incurred. The transaction costs directly related to the issuance of equity instruments as merger consideration shall offset the capital reserve (equity premium). If the capital reserve (equity premium) is insufficient to offset, the surplus reserve and undistributed profit shall be offset successively. The transaction costs directly related to the issuance of debt instruments as merger consideration are included in the initially recognized amount of debt instruments. If a business combination under the same control is realized step by step through multiple transactions, which belongs to a package deal, the combining party shall treat each transaction as a transaction that obtains control. If it is not a "package deal", in the financial statements of the parent company, the share of the book owner's equity of the merged party on the merger date calculated by the shareholding ratio on the merger date shall be taken as the initial investment cost of the investment. The difference between the initial investment cost and the sum of the book value of the original long-term equity investment plus the book value of the newly paid consideration for further shares on the merger date shall be adjusted to the capital reserve (capital stock premium), If the capital reserve is insufficient to offset, the retained earnings shall be offset.
In the consolidated financial statements, for the long-term equity investment held by the combining party before the merger, the changes in relevant profits and losses, other comprehensive income and other owner's equity that have been recognized between the later of the acquisition date and the date when the combining party and the merged direction are under the same final control and the merger date shall offset the opening retained earnings or current profits and losses during the comparative statement period respectively.
4.4.2 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. The difference between the combination cost and 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, At the same time, reduce the goodwill. If the goodwill is insufficient to offset, the difference shall be 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 the business combination not under the same control realized step by step through multiple transactions, judge whether the multiple transactions belong to "package deal" according to the notice of the Ministry of Finance on printing and distributing the Interpretation No. 5 of accounting standards for business enterprises (CK [2012] No. 19) and the judgment standard of "one package deal" in Article 51 of accounting standards for Business Enterprises No. 33 - consolidated financial statements (see note 4.5.2). If it is a "package deal", refer to the description in the previous paragraphs of this part and "4.17 long term equity investment" in this note for accounting treatment; 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, When disposing of this investment, other comprehensive income related to it shall be accounted for on the same basis as the acquiree's direct disposal of relevant assets or liabilities (that is, except for the corresponding share in the change caused by the acquiree's remeasurement of the net liabilities or net assets of the defined benefit plan calculated according to the equity method, the rest shall be transferred to the current investment income).
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 other comprehensive income related to it shall be accounted for on the same basis as the acquiree's direct disposal of relevant assets or liabilities (that is, except for the corresponding share in the change caused by the acquiree's remeasurement of the net liabilities or net assets of the defined benefit plan calculated according to the equity method, the rest shall be transferred to the current investment income on the acquisition date).
4.5 preparation method of consolidated financial statements
4.5.1 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 reassess.
4.5.2 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 the subsidiaries disposed of in the current period, the consolidated assets shall not be adjusted
