Shanghai Pharmaceuticals Holding Co.Ltd(601607) 2021 annual financial statements and audit report
Shanghai Pharmaceuticals Holding Co.Ltd(601607) 2021 annual financial statements and audit report
Page audit report 1 – 92021 annual financial statements
Consolidated and company balance sheet 1 – 2 consolidated and company income statement 3 consolidated and company cash flow statement 4 consolidated statement of changes in shareholders’ equity 5 statement of changes in shareholders’ equity of the company 6 notes to financial statements 7 – 156 supplementary information to financial statements 1 – 2
Notes to financial statements
Year 2021
(unless otherwise specified, the monetary unit is RMB)
I. Basic information of the company
Shanghai Pharmaceuticals Holding Co.Ltd(601607) (hereinafter referred to as “the company”) was formerly known as Shanghai siyao Co., Ltd. (hereinafter referred to as “siyao”). In October 1993, with the examination and approval of Shanghai securities administration office’s document huzheng ban (1993) No. 119, siyao was established on January 18, 1994 by offering 15000000 ordinary shares (A shares) with a par value of 1 yuan per share exclusively initiated by Shanghai Pharmaceuticals Holding Co.Ltd(601607) (Group) head office, the predecessor of Shanghai Pharmaceuticals Holding Co.Ltd(601607) (Group) Co., Ltd. (hereinafter referred to as “Shanghai Pharmaceutical Group”). On March 24, 1994, siyao was listed on the Shanghai stock exchange with the stock code of 600849. In 1998, siyao Co., Ltd. was renamed Shanghai Pharmaceutical Co., Ltd.
In 2010, the reply on approving Shanghai Pharmaceutical Co., Ltd. to issue shares to Shanghai Pharmaceuticals Holding Co.Ltd(601607) (Group) Co., Ltd. to purchase assets and absorb and merge Shanghai Industrial Pharmaceutical Investment Co., Ltd. and Shanghai Traditional Chinese and Western pharmaceutical Co., Ltd. was approved by CSRC zjxk [2010] No. 132, The company absorbed and merged Shanghai Industrial Pharmaceutical Investment Co., Ltd. (hereinafter referred to as “Shangshi pharmaceutical”) and Shanghai Zhongxi Pharmaceutical Co., Ltd. (hereinafter referred to as “Zhongxi pharmaceutical”), Issue shares to Shanghai Pharmaceutical Group to purchase pharmaceutical assets and issue shares to Shanghai Shangshi (Group) Co., Ltd. (“Shanghai Shangshi”) to raise funds, and use these funds to purchase its pharmaceutical assets from Shanghai Industrial Holding Co., Ltd. (hereinafter referred to as “Shanghai Shangshi holding”). After the implementation of the above major asset restructuring, the total share capital of the company was increased to 1992643338 shares, Shanghai Pharmaceutical Co., Ltd. was renamed Shanghai Pharmaceuticals Holding Co.Ltd(601607) Group Co., Ltd., the stock code of the company was changed from 600849 to Shanghai Pharmaceuticals Holding Co.Ltd(601607) , and the stock of the company was referred to as “Shanghai pharmaceutical”.
As of June 17, 2011, the company has issued 696267200 overseas listed shares (H shares) representing RMB 1 per share (including 32053200 oversubscribed shares) to overseas investors, and was listed on the stock exchange of Hong Kong Limited on May 20, 2011. The stock code is 02607, and the stock is referred to as ” Shanghai Pharmaceuticals Holding Co.Ltd(601607) “.
On January 26, 2018, the company increased its capital and issued 153178784 H shares to foreign investors, which were listed and traded on the stock exchange of Hong Kong.
As of December 31, 2021, the share capital of the company was 284208932200 yuan, and the total issued share capital was 2842089322 shares, including 1923016618 RMB ordinary shares (A shares) listed domestically and 919072704 foreign shares (H shares) listed overseas.
Unified social credit code of the company’s enterprise legal person: 9131000013358488×7; Legal representative of the enterprise: Zhou Jun; Registered address: No. 92, Zhangjiang Road, China (Shanghai) pilot free trade zone; Industry category: medicine.
Notes to financial statements
Year 2021
(unless otherwise specified, the monetary unit is RMB)
I. Basic information of the company (Continued)
The company and its subsidiaries (hereinafter collectively referred to as “the group”) are mainly engaged in the following businesses:
R & D, production and sales of drugs and health products;
Provide distribution, warehousing, logistics and other value-added pharmaceutical supply chain solutions and related services to pharmaceutical manufacturers and distributors (such as hospitals, distributors and retail pharmacies); as well as
Operate self operated and franchised retail pharmacy network.
The controlling shareholder of the company is Shanghai Pharmaceutical Group. On June 30, 2008, the state owned assets supervision and Administration Commission of Shanghai municipal government (hereinafter referred to as “Shanghai SASAC”) officially approved and agreed to directly transfer 30% of the equity of Shanghai Pharmaceutical Group respectively held by Shanghai Industrial Investment (Group) Co., Ltd. and Shanghai Huayi (Group) Co., Ltd., the former shareholders of Shanghai Pharmaceutical Group, and a total of 60% of the equity to Shanghai Shangshi, Shanghai Shangshi became the controlling shareholder of Shanghai Pharmaceutical Group.
Shanghai is actually a wholly state-owned enterprise, and the actual controller is Shanghai SASAC. Shanghai industry (Group) Co., Ltd. (hereinafter referred to as “Shangshi group”) is registered in Hong Kong Special Administrative Region of the people’s Republic of China (hereinafter referred to as “Hong Kong”), and the actual controller is Shanghai SASAC. Shanghai real estate group is authorized by Shanghai SASAC to manage Shanghai real estate. Therefore, the ultimate holding company of the company is Shanghai real estate group.
See note VI for the main subsidiaries included in the consolidation scope this year, and see note V (1) for the main subsidiaries newly included in the consolidation scope this year.
The financial statements were approved and issued by the board of directors of the company on March 29, 2022.
II. Main accounting policies and accounting estimates
The Group determines specific accounting policies and accounting estimates according to the characteristics of production and operation, which are mainly reflected in the measurement of expected credit loss of receivables (Note 2 (9)), the pricing method of inventory (Note 2 (10)), the measurement mode of investment real estate (Note 2 (12)), the depreciation of fixed assets, the amortization of intangible assets and right to use assets (Note 2 (13), (17), (26)), the recognition and measurement of income (Note 2 (23)), etc.
The key judgments, important accounting estimates and key assumptions used by the group in determining important accounting policies are detailed in note II (30).
(1) Preparation basis of financial statements
The financial statements are prepared in accordance with the accounting standards for business enterprises – basic standards, various specific accounting standards and relevant provisions (hereinafter collectively referred to as the “accounting standards for business enterprises”) issued by the Ministry of Finance on February 15, 2006 and the disclosure provisions of the rules for the preparation of information disclosure of public securities companies No. 15 – General Provisions on financial reports issued by the China Securities Regulatory Commission.
The financial statements are prepared on the basis of going concern.
The new Hong Kong Companies Ordinance came into force on March 3, 2014. Certain matters related to the financial statements have been disclosed in accordance with the requirements of the Companies Ordinance of Hong Kong.
Notes to financial statements
Year 2021
(unless otherwise specified, the monetary unit is RMB)
II. Major accounting policies and accounting estimates (Continued) (2) statement of compliance with accounting standards for business enterprises
The financial statements of the company in 2021 comply with the requirements of the accounting standards for business enterprises, and truly and completely reflect the consolidation and financial status of the company as of December 31, 2021, as well as the consolidation and operating results and cash flow of the company in 2021.
(3) Fiscal year
The fiscal year is from January 1 to December 31 of the Gregorian calendar.
(4) Recording currency
The recording currency of the company is RMB. The company’s subsidiaries determine their recording currency according to the main economic environment in which they operate, and the financial statements are presented in RMB.
(5) Business combination (a) business combination under the same control
The merger consideration paid and net assets obtained by the group are measured at book value. If the combined party is acquired by the final controller from a third party in previous years, it is based on the book value of the combined party’s assets and liabilities (including the goodwill formed by the final controller’s acquisition of the combined party) in the final controller’s consolidated financial statements. The difference between the book value of the net assets obtained by the group and the book value of the merger consideration paid shall be adjusted to the capital reserve (capital stock premium); If the capital reserve (capital stock premium) 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 transaction costs of issuing equity securities or debt securities for business combination shall be included in the initially recognized amount of equity securities or debt securities.
(b) Business combination not under the same control
The combination costs incurred by the group and the identifiable net assets obtained in the combination are 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; 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 profits and losses. The directly related expenses incurred for business combination shall be included in the current profit and loss when incurred. The transaction costs of issuing equity securities or debt securities for business combination shall be included in the initially recognized amount of equity securities or debt securities.
Notes to financial statements
Year 2021
(unless otherwise specified, the monetary unit is RMB)
II. Major accounting policies and accounting estimates (Continued) (5) business combinations (Continued) (b) business combinations not under the same control (Continued)
If the group is able to control the investee not under the same control due to additional investment and other reasons, the equity of the acquiree held before the acquisition date shall be re measured according to the fair value of the equity on the acquisition date, and the difference between the fair value and its book value shall be included in the current investment income; If the equity of the acquiree held before the acquisition date involves other comprehensive income calculated by the equity method and other changes in owner’s equity other than net profit and loss, other comprehensive income and profit distribution (hereinafter referred to as “changes in other owner’s equity”), the related changes in other comprehensive income and other owner’s equity shall be transferred to the current income on the acquisition date, Except for other comprehensive income arising from changes in net liabilities or net assets of the investee’s remeasurement of the defined benefit plan and changes in the fair value of other equity instrument investments.
(6) Preparation method of consolidated financial statements
When preparing the consolidated financial statements, the consolidation scope includes the company and all subsidiaries.
From the date of obtaining the actual control of the subsidiary, the group began to incorporate it into the scope of consolidation; It shall cease to be included in the scope of consolidation from the date of loss of actual control. Subsidiaries acquired through business combination under the same control shall be included in the scope of the company’s merger from the date when they are under the control of the ultimate controller with the company, and the net profit realized before the merger date shall be reflected in a separate item in the consolidated income statement.
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 transaction balances, transactions and unrealized profits within the group shall be offset during the preparation of the consolidated financial statements. The shareholders’ equity, current net profit and loss and comprehensive income of subsidiaries do not belong to the company
