Beijing Institute of Certified Public Accountants
Business report unified coding reporting system
Unified business reporting code: 110101562022591004139
Beijing Oriental Jicheng Co.Ltd(002819) II report name:
Audit report of 2001
Report No.: ztsz (2022) No. 110a005032
Name of audited (inspected) unit: Beijing Oriental Jicheng Co.Ltd(002819)
Name of accounting firm: Zhitong accounting firm (special general partnership)
Business type: financial statement audit
Report opinion type: unqualified opinion
Report date: March 28, 2022
Filing date: March 28, 2022
Zhang Chongliang (110001650200),
Signed by:
Ni Yunqing (11 Xinjiang International Industry Co.Ltd(000159) 0481)
(information can be queried by scanning QR code or logging into the official website of Beijing injection Association)
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.
Notes to financial statements
1、 Basic information of the company 1. Overview of the company
Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as "the company" or "the company") was wholly changed and established by Beijing Beijing Oriental Jicheng Co.Ltd(002819) Integrated Technology Co., Ltd. The registered address is 12 / F, Yindu building, No. 67, Fucheng Road, Haidian District, Beijing, and the unified social credit code is 91110 Shanxi Meijin Energy Co.Ltd(000723) 9681033; Legal representative: Wang Ge.
According to the resolution of the second extraordinary general meeting of shareholders of the company in 2012 and the reply on approving Beijing Oriental Jicheng Co.Ltd(002819) initial public offering of shares (zjxk [2016] No. 2354) of China Securities Regulatory Commission, the company publicly issued 28340000 RMB ordinary shares (A shares) on October 28, 2016, with an issue price of RMB 4.96 per share, and all capital contributions are monetary funds. After this issuance, the registered capital of the company is 113.34 million yuan. According to the resolution of the third extraordinary general meeting of shareholders in 2018 held on October 15, 2018 and the resolution of the eighth meeting of the Fourth Board of directors held on November 21, 2018, the company decided to grant 857800 restricted shares to 49 incentive objects on November 21, 2018, and reserve 95300 restricted shares. The grant price is 14.40 yuan per share and the total subscription consideration is 1372464 million yuan, As of December 6, 2018, 32 incentive objects had subscribed 582000 shares with a subscription consideration of RMB 8.3808 million, and the rest had given up their subscription.
According to the resolution of the company's third extraordinary general meeting in 2018 and the CSRC's zjxk [2018] No. 1975 document, the company issued 7181182 shares to Dongfang Keyi Holding Group Co., Ltd. and paid RMB 25 million in cash to purchase 65% equity of Dongfang tendering held by Dongfang Keyi, with a par value of RMB 1.00 per share and an increase of registered capital of RMB 718118200. The registered capital after the change is 12110318200 yuan.
According to the 2018 annual general meeting of the company held on April 22, 2019, based on the total share capital of 121103182 shares, the company converted 3 shares for every 10 shares to all shareholders with capital reserve. After the conversion, the total share capital increased to 157434136 shares. According to the resolution of the 13th meeting of the 4th board of directors held on July 26, 2019, the company decided to grant 123600 reserved restricted shares to 7 incentive objects on July 26, 2019, with the grant price of RMB 9.17 per share and the total subscription consideration of RMB 1133400. As of August 31, 2019, 6 incentive objects subscribed 104100 shares with the subscription consideration of RMB 954597, and the rest gave up the subscription.
According to the resolution of the third extraordinary general meeting of shareholders in 2019 held on December 30, 2019 and the 16th meeting of the Fourth Board of directors held on December 12, 2019, the Company repurchased and cancelled 17290 restricted shares of Guo Feng at a repurchase price of 110462 yuan / share.
According to the 20th meeting of the Fourth Board of directors held on May 15, 2020, the company granted 1.9595 million restricted shares to 28 incentive objects on May 15, 2020, and reserved 281000 restricted shares. The grant price is RMB 11.71 per share and the total subscription consideration is RMB 22945745. As of June 30, 2020, all 28 incentive objects have completed the subscription.
According to the resolution of the third extraordinary general meeting of shareholders in 2020 held on September 18, 2020 and the 23rd Meeting of the Fourth Board of directors held on August 25, 2020, the Company repurchased and cancelled 17290 restricted shares of Wei Zhongli at a repurchase price of 109962 yuan / share.
According to the first extraordinary general meeting of shareholders in 2020 held on May 15, 2020 and the 31st meeting of the Fourth Board of directors held on April 28, 2021, the company plans to grant 25000000 reserved restricted shares to 10 incentive objects, and the grant price of restricted shares is 16.05 yuan per share. The 10 incentive objects subscribed 25000000 shares at a subscription consideration of RMB 401250000.
According to the third extraordinary general meeting of shareholders in 2018 held on October 15, 2018, the first extraordinary general meeting of shareholders in 2020 held on May 15, 2020 and the 31st meeting of the Fourth Board of directors held on April 28, 2021, the Company repurchased and cancelled 7970000 restricted shares of Zhu Jun and Xia yuan, and the repurchase price was 9.12 yuan / share and 11.71 yuan / share respectively according to different grant batches. After cancellation, The registered capital of the company decreased by 7970000 yuan.
The above changes in registered capital have been verified by Grant Thornton Certified Public Accountants (special general partnership) and verified by issuing a capital verification report (ztyz (2021) No. 110c000317) on June 10, 2021.
According to the approval of the reply on approving Beijing Oriental Jicheng Co.Ltd(002819) issuing shares to Wanli Jincheng Venture Capital Co., Ltd. to purchase assets and raise supporting funds (zjxk [2021] No. 3033) issued by China Securities Regulatory Commission, the company issued 13092200400 shares in total to 20 units including Wanli Jincheng Venture Capital Co., Ltd., with a par value of RMB 1.00 per share, At the same time, 27624309 shares were issued with supporting funds, with a total amount of 5999999148 yuan. The above changes in registered capital have been verified by Grant Thornton Certified Public Accountants (special general partnership) and verified by issuing capital verification reports (Grant Thornton Zi (2021) No. 110c Boe Technology Group Co.Ltd(000725) and Grant Thornton Zi (2021) No. 110c000730) on October 26 and October 27, 2021.
According to the sixth meeting of the 5th board of directors held on December 21, 2021, the Company repurchased and cancelled a total of 4893 restricted shares of 3 incentive objects that could not be lifted in the second lifting period due to personal performance appraisal results, and the repurchase price was 109362 yuan / share.
As of December 31, 2021, the registered capital of the company is 31816899800 yuan and the share capital is 318168998 shares. The financial statements and notes to the financial statements were approved by the 8th meeting of the 5th board of directors of the company on March 28, 2022. 2. Scope of consolidated financial statements
There are 7 subsidiaries included in the consolidation scope of the company in 2021. For details, see note "VI. changes in the consolidation scope" and note "VII. Interests in other entities". 2、 Preparation basis of financial statements
The financial statements are prepared in accordance with the accounting standards for business enterprises and its application guidelines, interpretations and other relevant provisions issued by the Ministry of Finance (collectively referred to as "accounting standards for business enterprises"). In addition, the company also disclosed relevant financial information in accordance with 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 CSRC.
The financial statements are presented on a going concern basis.
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、 Important accounting policies and accounting estimates
The company determines the depreciation of fixed assets, amortization of intangible assets and revenue recognition policies according to its own production and operation characteristics. See note III, 14, note III, 17 and note III and 24 for specific accounting 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, and truly and completely reflect the company's consolidation and the company's financial position as of December 31, 2021, as well as the consolidation and the company's operating results and cash flow in 2021. 2. Accounting period
The accounting period of the company adopts the Gregorian calendar year, i.e. from January 1 to December 31 each year.
3. Business cycle
The business cycle of the company is 12 months. 4. Recording currency
The company and its domestic subsidiaries use RMB as the recording currency. The currency used by the company in preparing the financial statements is RMB. 5. Accounting treatment methods for business combinations under the same control and not under the same control (1) business combinations under the same control
For business combinations under the same control, the assets and liabilities of the combined party obtained by the combining party in the combination shall be measured according to the book value of the combined party in the consolidated financial statements of the final controller on the combination date, except for the adjustment due to different accounting policies. For the difference between the book value of the merger consideration (or the total face value of the issued shares) and the book value of the net assets obtained in the merger, adjust the capital reserve (capital premium / capital premium). If the capital reserve (capital premium / capital premium) is insufficient to offset, adjust the retained earnings.
Business combination under the same control is realized step by step through multiple transactions
In individual financial statements, the share of the book value of the combined party's net assets in the final controller's consolidated financial statements on the consolidation date calculated by the shareholding ratio on the consolidation date shall be regarded as the initial investment cost of the investment; For the difference between the initial investment cost and the sum of the book value of the investment held before the merger plus the book value of the newly paid consideration on the merger date, the capital reserve (equity premium / capital premium) shall be adjusted. If the capital reserve is insufficient to be offset, the retained earnings shall be adjusted.
In the consolidated financial statements, the assets and liabilities of the combined party obtained by the combining party in the merger shall be measured according to the book value in the consolidated financial statements of the final controller on the merger date, except for the adjustment due to different accounting policies; For the difference between the sum of the book value of the investment held before the merger and the book value of the newly paid consideration on the merger date and the book value of the net assets obtained in the merger, the capital reserve (equity premium / capital premium) shall be adjusted. If the capital reserve is insufficient to be offset, the retained earnings shall be adjusted. For the long-term equity investment held by the combining party before obtaining the control of the combined party, the changes in relevant profits and losses, other comprehensive income and other owner's rights and interests that have been recognized between the later of the date of obtaining the original equity and the date when the combining party and the combined party are under the final control of the same party and the date of combination shall offset the beginning retained earnings or current losses of the comparative statement period respectively
Benefits. (2) Business combination not under the same control
For business combination not under the same control, the combination cost is the fair value of assets paid, liabilities incurred or assumed and equity securities issued to obtain the control over the acquiree on the acquisition date. On the acquisition date, the assets, liabilities and contingent liabilities obtained from the acquiree are recognized at fair value.
The difference between the combination cost and the fair value of the identifiable net assets of the acquiree obtained in the combination shall be recognized as goodwill, and the subsequent measurement shall be carried out according to the cost minus the accumulated impairment provision; The difference between the combination cost and the fair value of the identifiable net assets of the acquiree obtained in the combination shall be included in the current profit and loss after review.
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. Business combination not under the same control is realized step by step through multiple transactions
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 is taken as the initial investment cost of the investment. Equity held before the purchase date
