Shanghai Golden Union Commercial Management Co.Ltd(603682)
Notes to the financial statements of 2021
(unless otherwise specified, the monetary unit is RMB)
1、 Basic information of the company (I) overview of the company
Shanghai Golden Union Commercial Management Co.Ltd(603682) (hereinafter referred to as “the company”, “the company” and “joint stock company”) is a joint stock limited company established by Shanghai Shanghai Golden Union Commercial Management Co.Ltd(603682) operation and Management Co., Ltd. in May 2012 in accordance with the resolution of the shareholders’ meeting and the articles of association. Unified social credit code of the company: 9131 China Greatwall Technology Group Co.Ltd(000066) 0797414t.
According to the resolutions of the company’s fourth extraordinary general meeting in 2018 and the first extraordinary general meeting in 2019, and with the approval of the approval of Shanghai Shanghai Golden Union Commercial Management Co.Ltd(603682) operation and Management Co., Ltd. for the initial public offering of shares (zjxk [2020] No. 95) issued by China Securities Regulatory Commission, the company publicly issued 9450000000 RMB common shares (A shares), with a par value of 1.00 yuan per share, The total increase in registered capital is RMB 9450000000. The issue price per share is 7.91 yuan, and the total funds raised are 74749500000 yuan.
As of December 31, 2021, the total share capital of the company is 472.5 million shares, and the registered capital is 472.5 million yuan. The registered address is 18 / F, building 43, No. 68, Hongcao Road, Xuhui District, Shanghai. The headquarters office is No. 68, Hongcao Road, Xuhui District, Shanghai, and the legal representative is Yu Minjun. The parent company of the company is Shanghai Jinhe Investment Group Co., Ltd. and the actual controller is Yu Minjun. The business scope of the company includes: enterprise management, investment management, investment consulting (except brokerage), asset management, business information consulting, property management, brand planning, parking lot (garage) operation and management, and fitness services (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
The company’s main business is the positioning, transformation and operation management services of industrial parks (mainly creative industrial parks). The company mainly adopts the business model of “lease operation”, that is, it obtains the operation right of existing buildings (clusters) by means of leasing, re markets and designs the buildings (clusters) as a whole, transforms supporting hardware facilities, improves internal and external functions, builds it into a park that meets the office and operation needs of target customers, and obtains rental income and property management income through investment attraction and subsequent operation. At the same time, in order to give further play to the company’s experience in park operation and management, the company obtains service income from investment consulting and planning, property management and other services by providing various operation services to non “leased operation” parks or buildings (clusters).
The financial statements were approved by the board of directors of the company on April 15, 2022.
（2） Scope of consolidated financial statements
See “VII. Equity in other entities” in this note for relevant information of the company’s subsidiaries.
See “VI. change of consolidation scope” in this note for the change of consolidation scope during the reporting period.
2、 Preparation basis of financial statements
Preparation basis
The financial statements are prepared in accordance with the accounting standards for business enterprises – basic standards, various specific accounting standards, the application guide of accounting standards for business enterprises, the interpretation of accounting standards for business enterprises and other relevant provisions issued by the Ministry of Finance (hereinafter collectively referred to as “accounting standards for business enterprises”), And the relevant provisions of the rules for the preparation of information disclosure of companies offering securities to the public No. 15 – General Provisions on financial reports issued by the China Securities Regulatory Commission.
Going concern
The financial statements are prepared on the basis of going concern.
There is no major doubt about the company’s ability to continue as a going concern for 12 months from the end of the reporting period.
3、 Important accounting policies and accounting estimates
The following disclosure has covered the specific accounting policies and accounting estimates formulated by the company according to the actual production and operation characteristics.
Statement of compliance with accounting standards for business enterprises
The financial statements comply with the requirements of the accounting standards for business enterprises issued by the Ministry of finance, and truly and completely reflect the consolidated and parent company’s financial position as of December 31, 2021 and the consolidated and parent company’s operating results and cash flow in 2021.
Accounting period
The fiscal year is from January 1 to December 31 of the Gregorian calendar.
Business cycle
The business cycle of the company is 12 months.
Recording currency
The company adopts RMB as the bookkeeping base currency.
Accounting treatment methods for business combinations under the same control and not under the same control
Business combination under the same control: the assets and liabilities acquired by the combining party in the business combination (including the goodwill formed by the final controller’s acquisition of the combined party) are measured on the basis of the book value of the combined party’s assets and liabilities in the final controller’s consolidated financial statements on the combination date. For the difference between the book value of the net assets obtained in the merger and the book value of the merger consideration paid (or the total face value of the issued shares), the capital stock premium in the capital reserve shall be adjusted. If the capital stock premium in the capital reserve is insufficient to be offset, the retained earnings shall be adjusted.
Business combination not under the same control: the combination cost refers to the fair value of assets paid, liabilities incurred or assumed and equity securities issued by the acquirer to obtain the control of the acquiree on the acquisition date. The difference between the combination cost and the fair value of the identifiable net assets of the acquiree obtained in the combination 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. All identifiable assets, liabilities and contingent liabilities obtained from the acquiree in the merger that meet the recognition conditions shall be measured at fair value on the acquisition date.
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. Preparation method of consolidated financial statements
1. Consolidation scope
The consolidation scope of the consolidated financial statements is determined on the basis of control. The consolidation scope includes the company and all subsidiaries.
Control means that the company 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.
2. Merger procedure
The company regards the whole enterprise group as an accounting entity and prepares consolidated financial statements in accordance with unified accounting policies to reflect the overall financial status, operating results and cash flow of the enterprise group. The impact of internal transactions between the company and its subsidiaries and between subsidiaries shall be offset. If the internal transaction indicates the impairment loss of relevant assets, the loss shall be recognized in full. If the accounting policies and accounting periods adopted by subsidiaries are inconsistent with those of the company, necessary adjustments shall be made according to the accounting policies and accounting periods of the company when preparing the consolidated financial statements.
The shares belonging to minority shareholders in the owner’s equity, current net profit and loss and current comprehensive income of subsidiaries are separately listed under the owner’s equity item in the consolidated balance sheet, the net profit item and the total comprehensive income item 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 period, the balance shall be offset against the minority shareholders’ equity.
(1) Add subsidiaries or businesses
During the reporting period, if subsidiaries or businesses are added due to business combination under the same control, the operating results and cash flows of subsidiaries or businesses from the beginning of the current period to the end of the reporting period shall be included in the consolidated financial statements, and the opening amount of the consolidated financial statements and relevant items of the comparative statements shall be adjusted. It is deemed that the consolidated reporting entity has existed since the time point when the final controller began to control.
If the investee under the same control can be controlled due to additional investment and other reasons, the equity investment held before obtaining the control of the combined party has recognized the relevant profits and losses, other comprehensive income and other changes in net assets from the later of the date of obtaining the original equity and the date when the combined party and the combined party are under the same control to the date of combination, Offset the beginning retained earnings or current profit and loss during the comparative statement period respectively.
During the reporting period, if subsidiaries or businesses are increased due to business combinations not under the same control, they shall be included in the consolidated financial statements on the basis of the fair value of all identifiable assets, liabilities and contingent liabilities determined on the acquisition date.
If the investee not under the same control can be controlled 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. Other comprehensive income related to the equity of the acquiree held before the acquisition date that can be reclassified into profit and loss in the future and other changes in owner’s equity accounted by the equity method are transferred to the current investment income on the acquisition date.
(2) Disposal of subsidiaries
① General treatment method
When the control over the investee is lost due to the disposal of part of the equity investment or other reasons, the remaining equity investment after disposal shall be re measured according to its fair value on the date of loss of control. The difference between the sum of the consideration obtained from the disposal of equity and the fair value of the remaining equity minus the sum of the share of net assets and goodwill of the original subsidiary continuously calculated from the purchase date or merger date according to the original shareholding ratio shall be included in the investment income of the current period when the control right is lost. Other comprehensive income related to the equity investment of the original subsidiary that can be reclassified into profit and loss in the future and other changes in owner’s equity accounted by the equity method are transferred to the current investment income when the control right is lost.
② Step by step disposal of subsidiaries
If the equity investment in a subsidiary is disposed of step by step through multiple transactions until the control right is lost, the terms, conditions and economic impact of various transactions for the disposal of equity investment in a subsidiary meet one or more of the following conditions, which usually indicates that the multiple transactions are a package deal:
I. these transactions are concluded at the same time or under the consideration of mutual influence;
II. These transactions as a whole can achieve a complete business result;
III. The occurrence of one transaction depends on the occurrence of at least one other transaction;
IV. a transaction is uneconomic alone, but it is economical when considered together with other transactions. If each transaction is a package deal, it shall be treated as a transaction for disposal of subsidiaries and loss of control; Before the loss of control, the difference between each disposal price and the share of net assets of the subsidiary corresponding to the disposal of investment is recognized as other comprehensive income in the consolidated financial statements and transferred to the profit and loss of the current period when the control is lost.
If each transaction is not a package deal, the equity investment of the subsidiary shall be subject to accounting treatment according to partial disposal without losing the control right before losing the control right; In case of loss of control, accounting treatment shall be carried out according to the general treatment method for disposal of subsidiaries.
(3) Purchase of minority interests in subsidiaries
The long-term equity investment newly obtained due to the purchase of minority shares and the subsidiary rights calculated according to the newly increased shareholding ratio
