Cosco Shipping Holdings Co.Ltd(601919)
Year 2021
audit report
Index page number
Audit report financial report of the company
- consolidated balance sheet 1-2
- balance sheet of parent company 3-4
- consolidated income statement 5
- income statement of the parent company 6
- consolidated cash flow statement 7
- cash flow statement of the parent company 8
- Consolidated Statement of changes in shareholders' equity 9-10
- statement of changes in shareholders' equity of the parent company 11-12
- Notes to financial statements 13-121
1、 Basic information of the company
1. Basic information
(1) Company name: Cosco Shipping Holdings Co.Ltd(601919) (full English Name: COSCO shippingholdings Co., Ltd.).
(2) Date of establishment: March 3, 2005.
(3) Address: second floor, building 12, Yuanhang business center, the intersection of Central Avenue and East 7th Road, Tianjin Airport Economic Zone, Tianjin. (4) Legal representative: Wan min.
(5) Unified social credit Code: 91120118ma0 Yongyue Science&Technology Co.Ltd(603879) k.
2. Business scope
Licensed projects: investment management of international shipping companies; Provide supporting services for international ship transportation; Industrial project investment management; Wharf investment management; Engaged in international freight forwarding business by sea, air and land; Production, sale, leasing and maintenance of ships and containers; Warehousing, loading and unloading; Transportation scheme design; Information services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
3. Historical evolution
Cosco Shipping Holdings Co.Ltd(601919) (formerly known as China Ocean Holding Co., Ltd., hereinafter referred to as "the company" and "the company") was approved in accordance with the reply on the establishment of China Ocean Holding Co., Ltd. (Guo Zi Gai [2005] No. 191) issued by the state owned assets supervision and Administration Commission of the State Council, It is a joint stock limited company exclusively initiated and established by China Ocean Shipping (Group) Corporation (hereinafter referred to as "COSCO Corporation") on March 3, 2005. Approved by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") in the reply on approving COSCO Holding Co., Ltd. to issue overseas listed foreign shares (Zheng Jian Guo He Zi [2005] No. 17) and approved by the Hong Kong stock exchange, the company issued H shares overseas in the form of global offering and Hong Kong public offering in June 2005, and was listed on the Hong Kong Stock Exchange on June 30, 2005. After the issuance of H shares, the total share capital of the company is 6140000000 shares.
According to the plan of COSCO Corporation to convert exclusive capital reserve into share capital approved by the company's third extraordinary general meeting in 2005, the company increased the share capital by 64756337 shares, and the total share capital was changed to 6204756337 shares.
According to the company's 2006 profit distribution plan approved at the annual general meeting of shareholders held on May 15, 2007, the company sent 1.5 bonus shares for every 10 shares to all shareholders based on the total share capital of 6204756337 shares at the end of 2006, a total of 930713450 bonus shares, and the total share capital of the company was changed to 7135469787 shares.
According to the resolution of the company's third extraordinary general meeting in 2006 and the notice on Approving the initial public offering of shares by COSCO Holdings Co., Ltd. (Zheng Jian FA FA Zi [2007] No. 130) issued by the CSRC, the company issued 1783867446 A shares on June 21, 2007 and was listed on Shanghai Stock Exchange on June 26, 2007. After the company issued a shares, the total share capital was changed to 8919337233 shares.
With the approval of the board of directors, the general meeting of shareholders and the state owned assets supervision and Administration Commission of the State Council, the company issued 1296937124 A shares to specific objects in December 2007, and the total share capital increased to 10216274357 shares.
On November 4, 2016, the company's name was changed from "COSCO Holding Co., Ltd." to " Cosco Shipping Holdings Co.Ltd(601919) "; The English name is changed from "China COSCO Holdings Company Limited" to "COSCO Shipping Holdings Co., Ltd.".
With the approval of the board of directors, the board of supervisors, the state owned assets supervision and Administration Commission of the State Council and the general meeting of shareholders of the company, the company issued 2043254870 A shares in January 2019, and the total share capital increased to 12259529227 shares. It has been verified by ShineWing certified public Accountants (special general partnership) and issued on January 22, 2019
Xyzh / 2019bja1 Qingdao Tgood Electric Co.Ltd(300001) capital verification report.
On February 25, 2019, the SASAC of the State Council approved the company to implement the stock option incentive plan. The board of directors and the board of supervisors of the company approved the list of incentive objects and the number of rights and interests granted in the stock option incentive plan. Since June 3, 2021
The first exercise period of options granted by the company's stock option incentive plan will begin to exercise.
With the approval of the 2020 annual general meeting of shareholders, taking July 13, 2021 as the equity registration date, the company implemented
Plan for converting capital reserve into share capital in 2020. Based on the total share capital of the company before the implementation of the plan, 12315998889 shares were transferred to all shareholders by 0.3 shares per share, with a total of 3694799667 shares, including the total share capital at the end of 2020
12259529227 shares, corresponding to 3677858768 shares; Number of exercised shares before increase in July 2021
56469662 shares, corresponding to 16940899 shares, have been transferred to ShineWing Certified Public Accountants (special ordinary)
(partnership) and issued xyzh / 2021shaa30004 capital verification report on November 26, 2021.
By December 31, 2021, 3327154 shares of the company's share capital have been increased successively after the exercise of the stock option incentive plan. As of December 31, 2021, the total share capital of the company has been changed to 16014125710 shares.
The parent company of the company is China Ocean Shipping Co., Ltd. (formerly known as China Ocean Shipping (Group) Corporation). The ultimate controller of the company is COSCO Shipping Group Co., Ltd. (hereinafter referred to as "COSCO Shipping Group").
4. Organizational structure
In accordance with relevant laws and regulations, the company has established a relatively perfect corporate governance structure, established the general meeting of shareholders, the board of directors and the board of supervisors, and formulated corresponding rules of procedure. According to the requirements of relevant laws, regulations, normative documents and articles of association, and in combination with the actual situation of the company, the company has set up functional departments such as the office of the board of directors / general manager, strategic development department, financial management department, human resources department, securities affairs department, law and risk management department, supervision and audit department, Party committee work department, labor union and so on.
5. Industry
Water transportation industry.
2、 Scope of consolidated financial statements
The consolidated financial statements of the company include 535 companies (including single ship companies) including COSCO Shipping Port Co., Ltd. (hereinafter referred to as "COSCO Shipping Port"), COSCO Shipping Container Transportation Co., Ltd. (hereinafter referred to as "COSCO Shipping Container Transportation"), Orient Overseas (International) Co., Ltd. (hereinafter referred to as "east overseas international"). Compared with the previous year, the number of subsidiaries increased by 21 and decreased by 10 within the scope of consolidation. See "VII. Changes in consolidation scope" and "VIII. Interests in other entities" in this note for details of changes in consolidation scope in this period.
3、 Preparation basis of financial statements
1. Preparation basis
The financial statements of the company are prepared on the basis of continuous operation, according to the actual transactions and events, in accordance with the accounting standards for business enterprises and relevant regulations issued by the Ministry of finance, and based on the accounting policies and accounting estimates described in "IV. important accounting policies and accounting estimates" in this note.
2. Going concern
The company has the ability of sustainable operation for at least 12 months from the end of the reporting period, and there are no major events affecting the ability of sustainable operation.
4、 Important accounting policies and accounting estimates
The specific accounting policies and accounting estimates formulated by the company according to the actual production and operation characteristics include business cycle, recognition and measurement of bad debt reserves of accounts receivable, classification and depreciation methods of fixed assets, recognition and measurement of income, etc.
1. 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 financial status, operating results, cash flow and other relevant information of the company.
2. Accounting period
The accounting period of the company is from January 1 to December 31 of the Gregorian calendar.
3. Business cycle
The company takes 12 months as an operating cycle and takes it as the liquidity division standard of assets and liabilities.
4. Recording 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 company's overseas subsidiaries determine their recording currency according to the currency in the main economic environment in which they operate. 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
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.
(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. If the other participants in the merger acquire the right of control on the merger date, the other participants in the merger shall be the merger party. The merger date refers to the date on which the combining party actually obtains control over the merged party.
The company obtains business combination under the same control in one transaction or through multiple transactions step by step. The assets and liabilities obtained in the business 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. The difference between the book value of the net assets obtained by the company and the book value of the merger consideration paid (or the total face value of the issued shares) shall be adjusted to the capital reserve; If the capital reserve is insufficient to offset, the retained earnings shall be adjusted. All direct expenses incurred by the combining party for business combination shall be included in the current profit and loss when incurred.
(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.
On the acquisition date, the company recognizes the difference between the combination cost and the fair value of the identifiable net assets of the acquiree obtained in the combination 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 after review, 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.
6. Preparation method of consolidated financial statements
The company will control all
