Dynagreen Environmental Protection Group Co.Ltd(601330)
Notes to financial statements
(unless otherwise specified, the monetary unit is RMB)
1、 Basic information of the company
Dynagreen Environmental Protection Group Co.Ltd(601330) (hereinafter referred to as “the company”) is a joint stock limited company reorganized and established on April 23, 2012 on the basis of Shenzhen Green Power Environment Engineering Co., Ltd. the registered address of the company is the Northeast building, second floor, Jiuzhou electric appliance building, No. 007, Keji South 12th Road, Nanshan District, Shenzhen, Guangdong Province, the people’s Republic of China, and the headquarters is located in Shenzhen, Guangdong Province, the people’s Republic of China. The parent company and ultimate holding company of the company are Beijing state owned Assets Management Co., Ltd. (hereinafter referred to as “Beijing state owned assets company”).
On June 19, 2014, the company made an initial public offering of shares on the Hong Kong Stock Exchange; On June 29, 2014, the underwriters of the company’s public offering projects on the Hong Kong Stock Exchange fully exercised the over allotment right under the prospectus published by the company on June 9, 2014.
On April 23, 2018, the company was approved by the reply on Approving the initial public offering of Dynagreen Environmental Protection Group Co.Ltd(601330) Environmental Protection Group Co., Ltd. (zjxk [2018] No. 746) of China Securities Regulatory Commission. The company issued no more than 116.2 million ordinary shares (A shares) in Shanghai Stock Exchange. According to the issuance results, the actual public offering of RMB 116200000 ordinary shares with a par value of RMB 1.00 per share increased the share capital by RMB 116200000. After this public offering of a shares, the paid in capital (share capital) of the company is RMB 116120000000, and the total number of shares is 116120000000.
On October 9, 2020, the company was approved by the reply on Approving the non-public development of shares of Dynagreen Environmental Protection Group Co.Ltd(601330) Environmental Protection Group Co., Ltd. (zjxk [2020] No. 2493) of China Securities Regulatory Commission. The non-public issuance of A-Shares of the company shall not exceed 232240000 shares. According to the issuance results, 23224000000 ordinary shares with a par value of RMB 1.00 per share were actually issued to 6 specific objects, increasing the share capital by RMB 23224000000. After the non-public offering of a shares, the share capital of the company is RMB 139344000000, and the total number of shares is 139344000000.
The company and its subsidiaries (hereinafter referred to as “the group”) are mainly engaged in technology development, relevant equipment design and development and system integration of waste incineration and other environmental protection industries, engineering management, operation management and technical services of waste treatment projects, and relevant technical consulting.
During the reporting period, the group’s subsidiaries and new subsidiaries are shown in note VI and note VII.
2、 Preparation basis of financial statements 1. Preparation basis
The financial statements are prepared in accordance with the accounting standards for business enterprises and relevant provisions issued by the Ministry of finance of the people’s Republic of China (hereinafter referred to as the “Ministry of finance”) and 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 (hereinafter referred to as the “CSRC”).
In addition, the financial statements also include relevant disclosures required by the Hong Kong Companies Ordinance and the Listing Rules of the stock exchange of Hong Kong.
2. Going concern
As of December 31, 2021, the group’s net current liabilities were RMB 54158034429, including short-term borrowings of Beijing state owned assets Corporation of about RMB Shanghai Pudong Development Bank Co.Ltd(600000) 00000. In addition, the capital expenditure committed by the group within one year is about 140398601723 yuan, which has certain liquidity risk.
The management of the Group intends to adopt or has adopted the following measures to ensure that the group can continue to obtain sufficient working capital to support its business needs in the next 12 months:
(a) The group has always maintained a long-term and good cooperative relationship with financial institutions, so that the group can obtain sufficient financing credit lines from these financial institutions. As of December 31, 2021, the bank credit line available to the group was RMB 583654229968;
(b) With the continuous completion and operation of new projects, the management expects that the group will be able to obtain stable cash inflow from future operating activities.
Based on the above factors, the management believes that the group can obtain sufficient working capital to support the operation needs of the group for 12 months from January 1, 2022. Therefore, the management is convinced that the financial statements of the group are properly prepared on a going concern basis.
3、 Important accounting policies and accounting estimates of the company
The accounting policies related to the recognition and measurement of bad debt reserves for accounts receivable, amortization of intangible assets and recognition and measurement of income of the group are formulated according to the operating characteristics of relevant businesses of the group. See relevant notes for specific policies.
1. Statement of compliance with accounting standards for business enterprises
The financial report complies with the requirements of the accounting standards for business enterprises issued by the Ministry of finance, and truly and completely reflects the consolidated financial position and financial position of the company as of December 31, 2021, the consolidated operating results and operating results, and the consolidated cash flow and cash flow in 2021.
2. Accounting period
The fiscal year starts on January 1 and ends on December 31 of the Gregorian calendar.
3. Business cycle
The business of the group is the investment, construction and operation of waste incineration power plants that use waste incineration technology to treat urban domestic waste.
The business cycle of the group’s waste incineration power plant for treating municipal solid waste and incineration power generation is usually less than 12 months.
4. Recording currency
The bookkeeping base currency of the company is RMB, and the currency used in the preparation of financial statements is RMB. The bookkeeping functional currency selected by the company and its subsidiaries is based on the pricing and settlement currency of main business revenue and expenditure. Some subsidiaries of the company use currencies other than the company’s functional currency as the functional currency. When preparing the financial statements, the company translated the foreign currency financial statements of these subsidiaries in accordance with note III and 8.
5. Accounting treatment methods for business combinations under the same control and not under the same control
If the group obtains control over another or more enterprises (or a group of assets or net assets) and it constitutes a business, the transaction or event constitutes a business combination. Business combination under the same control is divided into business combination and business combination under the same control.
For business combinations not under the same control, the purchaser will consider whether to adopt the simplified judgment method of “concentration test” when judging whether the obtained production and operation activities or the combination of assets constitute a business. If the combination passes the concentration test, it is judged that it does not constitute a business. If the combination fails to pass the concentration test, it shall still be judged according to the business conditions.
When the group obtains a group of assets or net assets that do not constitute a business, the purchase cost shall be allocated according to the relative fair value of all identifiable assets and liabilities obtained on the purchase date, and shall not be treated according to the following accounting treatment methods of business combination. (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. The assets and liabilities acquired by the combining party in the business combination shall be measured according to the book value in the consolidated financial statements of the final controller on the combination date. For the difference between the book value of the net assets obtained and the book value of the merger consideration paid (or the total face value of the issued shares), adjust the share capital premium in the capital reserve; If the capital stock premium in the capital reserve is insufficient to be 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 date of merger is the date on which the combining party actually obtains control over the combined party.
(2) Business combination not under the same control
If the parties involved in the merger are not ultimately controlled by the same party or the same parties before and after the merger, it is a business merger not under the same control. The sum of the assets paid by the group as the acquirer to obtain the control of the acquiree (including the equity of the acquiree held before the acquisition date), the liabilities incurred or assumed and the fair value of the issued equity securities on the acquisition date minus the difference between the fair value share of the identifiable net assets of the acquiree obtained in the merger on the acquisition date. If it is positive, it is recognized as goodwill; If it is negative, it shall be included in the current profit and loss. All direct expenses incurred by the group for business combination are included in the current profit and loss. The Group recognizes the identifiable assets, liabilities and contingent liabilities of the acquiree that meet the recognition conditions at fair value on the acquisition date. The date of purchase refers to the date on which the purchaser actually obtains control over the acquiree.
When the business combination not under the same control is realized step by step through multiple transactions, the group will re measure the equity of the acquiree held before the acquisition date 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. Other comprehensive income related to the equity of the acquiree held before the acquisition date that can be reclassified into profit and loss and other changes in owner’s equity under the equity method (see note III, 11 (2)) are transferred to the current investment income on the acquisition date.
6. Preparation method of consolidated financial statements (1) general principles
The consolidation scope of the consolidated financial statements is determined on the basis of control, including the company and the subsidiaries controlled by the company. Control means that the group has the power over the investee, enjoys variable returns through participating in relevant activities of the investee, and is able to use the power over the investee to affect its return amount. When judging whether the group has power over the investee, the group only considers the substantive rights related to the investee (including the substantive rights enjoyed by the group itself and other parties). The financial position, operating results and cash flow of subsidiaries are included in the consolidated financial statements from the control start date to the control end date.
The equity, profit and loss and total comprehensive income attributable to minority shareholders of subsidiaries are listed separately after the shareholders’ equity in the consolidated balance sheet and the net profit and total comprehensive income in the consolidated income statement.
If the current loss shared by the minority shareholders of a subsidiary exceeds the share of the minority shareholders in the owner’s equity of the subsidiary at the beginning of the year, the balance will still offset the reduced shareholder’s equity.
When the accounting period or accounting policy adopted by the subsidiary is inconsistent with that of the company, necessary adjustments have been made to the financial statements of the subsidiary according to the accounting period or accounting policy of the company at the time of merger. At the time of consolidation, all intra group transactions and balances, including unrealized internal transaction gains and losses, have been offset. For the unrealized loss of intra group transactions, if there is evidence that the loss is the impairment loss of relevant assets, the loss shall be recognized in full.
(2) Subsidiaries acquired through merger
For subsidiaries acquired through business combination under the same control, when preparing the consolidated current financial statements, based on the book value of various assets and liabilities of the consolidated subsidiaries in the financial statements of the final controller, it is deemed that the consolidated subsidiaries are included in the consolidation scope of the company when the final controller of the company begins to control them, The beginning amount of the consolidated financial statements and the comparative statements in the previous period shall be adjusted accordingly.
For subsidiaries acquired through business combination not under the same control, when preparing the consolidated financial statements of the current period, the purchased subsidiaries shall be included in the consolidation scope of the company from the acquisition date on the basis of the fair value of all identifiable assets and liabilities of the purchased subsidiaries determined on the acquisition date.
(3) Disposal of subsidiaries
When the group loses control over its original subsidiaries, any disposal gains or losses arising therefrom shall be included in the investment income of the current period when the control is lost. For the remaining equity investment, the group remeasures it according to its fair value on the date of loss of control, and any income or loss arising therefrom shall be included in the investment income of the current period of loss of control.
(4) Changes in minority interests
The difference between the long-term equity investment cost newly obtained by the company due to the purchase of minority equity and the net asset share of the subsidiary calculated according to the newly increased shareholding ratio, as well as the difference obtained due to the partial disposal of equity investment in the subsidiary without losing control
