Bringspring Science And Technology Co.Ltd(300290) Bringspring Science and Technology Co.,Ltd.
Annual report for 2021
April 2022
Section I important tips, contents and definitions
The board of directors, the board of supervisors and the directors, supervisors and senior managers of the company guarantee that the contents of the annual report are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities.
He Renhui, the person in charge of the company, Li Xiu, the person in charge of accounting, and Li Xiaoran, the person in charge of the accounting organization (Accounting Supervisor), declare that they guarantee the authenticity, accuracy and completeness of the financial report in this annual report.
All directors have attended the meeting of the board of directors to consider this report.
Rongcheng Certified Public Accountants (special general partnership) has issued an unqualified audit report with emphasized items for the company, The emphasis is as follows: "we remind users of the financial statements to pay attention. As stated in notes x, (V) 4. (2) and XII (II) 4 of the financial statements, as of December 31, 2021, the amount of Bringspring Science And Technology Co.Ltd(300290) illegal guarantee contract is 255829700 yuan (principal) And interest. Because the debtor failed to repay in time, the creditor successively applied to the court to freeze the Bringspring Science And Technology Co.Ltd(300290) bank account. On December 31, 2021, the balance of funds frozen in the account was 135123 million yuan, and the relevant estimated liabilities were 49.97 million yuan. There were defects in the internal control of Bringspring Science And Technology Co.Ltd(300290) related to the matter. As of April 27, 2022, the guarantee liability of 2406297 million yuan (principal) and interest has not been relieved, and the account funds of 396466 million yuan are still frozen. The contents of this paragraph will not affect the audit opinions issued. " The board of directors and the board of supervisors of the company have explained the relevant matters in detail in "v. description of the board of directors, the board of supervisors and independent directors (if any) on the" non-standard audit report "of the accounting firm in the reporting period of" section VI important matters "of this report. Investors are invited to pay attention to reading.
The specific matters about major defects in internal control have been described in "XIV. Construction and implementation of internal control system during the reporting period" of Section IV "corporate governance" of this report. Investors are reminded to pay attention to risks.
The reasons for the substantial loss of the company's performance in this year and relevant measures to improve profitability have been described in "II. Main business of the company during the reporting period", "IV. analysis of main business" and "Xi. Prospect of the company's future development" in Section III "management discussion and analysis" of this report.
If this report involves forward-looking statements such as future plans, it does not constitute the company's substantive commitment to investors. Investors and relevant persons should maintain sufficient risk awareness and understand the differences between plans, forecasts and commitments. Other risk tips are as follows:
1. Market competition risk
After years of efforts and accumulation, the company's strategic transformation has made substantial progress. With the completion of the acquisition of Shanghai mijian, Shenzhou Sihan and Shanghai Jinchuang, the company has grown into an advantageous enterprise in the subdivided field of medical informatization. However, with the continuous upgrading of customer demand and the increasing number of market competitors, the industry competition will be further intensified. If the company cannot carry out technological innovation and business model innovation in time to improve its competitiveness, the company will be at risk of being surpassed by its competitors. In view of this risk, in terms of product technology, the company is increasing investment, carrying out differentiated innovation, and striving to be at the national leading level in subdivided fields; In terms of business model, gradually explore new service models, and constantly improve user stickiness and Rongke's brand value.
2. Risk of seasonal fluctuations
The company's main customers are concentrated in social security, medical care, finance, education, electric power, telecommunications and other industries and government departments. These customers usually adopt the budget management and centralized product procurement system. Generally, they formulate the annual budget and investment plan of the next year for the fourth quarter of the year and the first quarter of the next year. The project initiation and bidding are usually concentrated in the first half of the next year. Their bidding, procurement and implementation have obvious seasonal characteristics. In addition to operation and maintenance services, other businesses of the company are affected by customers' budget management system, bidding process, project implementation cycle and other factors. The company's revenue presents obvious seasonal characteristics, which is mainly realized in the fourth quarter, resulting in the risk of seasonal fluctuations in the company's performance and cash flow from operating activities. In view of this risk, the company will deepen its business line, expand its product line and smooth the fluctuation level of performance; At the same time, we will strengthen the collection of funds and improve the seasonal fluctuation of cash flow from operating activities.
3. Human resource risk
Science and technology are people-oriented. Talents are one of the key elements for the company to achieve sustainable and stable development. With the gradual intensification of competition in the industry, the competition for high-quality talents will be more intense, and the company may face the risk of brain drain due to competition. In view of this risk, the company gives full play to the talent incentive mechanism, continues to improve the salary and welfare of core talents, actively creates a good atmosphere of valuing and loving talents, and improves the career development channel, so that talents can really benefit and give full play to their potential.
4. Increased risk of accounts receivable
In recent years, the company's accounts receivable have been increasing with the growth of sales scale. The increase of accounts receivable will bring certain risks to the company. The company's main accounts receivable are concentrated in high-quality customers with good qualifications and cooperation for many years, such as education, social security, medical treatment and government. The fund recovery guarantee is high, but there are still some risks with the continuous increase of sales scale. In view of this risk, the management of the company will continue to strengthen the management of accounts receivable, strengthen the collection and performance evaluation of accounts receivable, realize the effective control of accounts receivable and further improve the efficiency of capital operation. At the same time, do a good job in customer credit risk assessment and management, and effectively supervise and control the recovery of accounts receivable.
5. M & A and integration risk
In recent years, with the help of the capital market platform, the company continues to make forward-looking investment and layout around the company's overall development strategy and planning, vigorously develop extensive M & A, and has completed the M & A of the acquired companies Shanghai mijian, Shenzhou Sihan and Shanghai Jinchuang. In the process:
(1) The company recognizes the difference between the combination cost and the recognized fair value share of the acquiree's identifiable net assets as goodwill according to the business combination not under the same control, and the goodwill recognized in the company's consolidated statements increases. In 2021, some subsidiaries of the company had the risk of withdrawing goodwill impairment, which had a certain impact on the overall performance of the company. In view of the above risks, the company will further strengthen the control of subsidiaries, especially those with large book value of goodwill, make full use of the company's resources, make overall arrangements, give play to synergy, optimize product structure, strive to ensure the stability of production and operation of subsidiaries, and prevent and resolve the risk of goodwill impairment.
(2) The company's acquisition of 100% equity of mijian information and Shenzhou Shihan and 80% equity of Shanghai Jinchuang belong to business combination not under the same control. According to the accounting standards for Business Enterprises No. 20 - business combination, when preparing the consolidated financial statements, the financial statements of subsidiaries shall be adjusted based on the fair value of all identifiable assets, liabilities and contingent liabilities determined on the acquisition date.
At the level of consolidated statements, the identifiable assets of MI Jian information, Shenzhou Shihan and Shanghai Jinchuang are recognized at fair value and depreciated or amortized according to the expected service life of the assets. Therefore, the amortization amount of the value-added part between the fair value and book value of MI Jian information, Shenzhou Shihan and Shanghai Jinchuang intangible assets will reduce the performance of the company's consolidated statements after the acquisition.
(3) The company's asset scale and business scope will be expanded. Through synergy, the profitability and core competitiveness of the company will be improved. In the future, the company will integrate its business system, organization, marketing network, management system, technology research and development, human resources, financial financing, corporate culture and other aspects, so as to realize complementary advantages, give play to synergy and improve integration performance. However, if this integration fails to achieve the expected effect, it will have an adverse impact on the operation of the company and the interests of shareholders.
6. Strategic risk
Based on a comprehensive analysis of the situation at home and abroad, China's development faces both opportunities and challenges. Global economic growth has slowed down, potential crises have increased, policy adjustments and spillover effects of major economies have brought variables, protectionism has intensified, and Sino US trade frictions and geopolitical risks have increased. China's localization substitution process may slow down due to factors such as policy, technology and application. Problems in all factors in the whole ecosystem of the localization platform may affect the implementation of Zhiwei cloud service strategy and the marketing effect of products. Therefore, the company will further strengthen strategic cooperation with domestic platform manufacturers, jointly expand customer resources and markets, promote the localization substitution process, strengthen the construction of service network, improve service mode and further improve the competitiveness of the company's products and services. China's economy is in a critical period of transforming its development mode, optimizing its economic structure and transforming its growth momentum. It needs to deal with predictable and unpredictable risks and challenges. These factors may lead to the decline of it demand and information consumption investment of society and enterprises, further aggravate market competition and bring difficulties and challenges to the development of the company.
The company plans not to distribute cash dividends, bonus shares or increase share capital with accumulation fund in 2021.
catalogue
Section I important tips, contents and definitions Wrong! No bookmarks defined. Section II Company Profile and main financial indicators 8 section III Management Discussion and Analysis Section IV corporate governance Section V environmental and social responsibility 62 section VI important matters Section VII changes in shares and shareholders 77 Section VIII preferred shares 85 section 9 relevant information of bonds 86 section x financial report eighty-seven
Directory of documents for future reference
1、 The 2021 annual report signed by Mr. He Renhui, the legal representative of the company. 2、 The financial statements containing the signatures and seals of Mr. He Renhui, the legal representative of the company, Ms. Li Xiu, the person in charge of accounting and Ms. Li Xiaoran, the person in charge of accounting organization. 3、 The original of the audit report with the seal of the accounting firm and the signature and seal of the certified public accountant. 4、 The originals of all company documents and announcements publicly disclosed on the website designated by the CSRC during the reporting period. 5、 Other relevant information. Location of the above documents for reference: Securities Department of the company
interpretation
Interpretation item interpretation content
The reporting period and the current reporting period refer to January 1 to December 31, 2021
Yuan means RMB yuan
The company, the company and Rongke refer to Bringspring Science And Technology Co.Ltd(300290)
Shanghai mijian, mijian information and mijian refer to Shanghai mijian Information Technology Co., Ltd., a wholly-owned subsidiary of the company
CAITONG fund refers to CAITONG Fund Management Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Securities Law means the securities law of the people's Republic of China
Company law means the company law of the people's Republic of China
Articles of association means Bringspring Science And Technology Co.Ltd(300290) articles of association
It refers to information technology
Industry fund refers to Shenyang Rongke rongtuo health data industry equity investment partnership (limited partnership)
Shenzhou Shihan and Shihan refer to Beijing Shenzhou Shihan Technology Co., Ltd., a wholly-owned subsidiary of the company
Zhulu investment refers to Zhulu investment management partnership (limited partnership) in Ningbo Meishan free trade port area. It is one of the shareholders of Shenzhou Shihan and the counterparties that issue shares and pay cash to buy assets
Guoke industry refers to Liaoning Guoke Industry Co., Ltd
Xinchan digital innovation refers to Henan Xinchan digital innovation private equity investment fund partnership (limited partnership)
Yuxin Electronics Technology Co., Ltd. refers to Yuxin Electronic Technology Group Co., Ltd., formerly known as Henan Information Industry Investment Co., Ltd., which is the shareholder unit of Henan information industry digital innovation private equity investment fund partnership (limited partnership)
Jinchuang information, Shanghai Jinchuang refers to Shanghai Jinchuang Information Technology Co., Ltd
Liaoning zhiweiyun refers to Liaoning Rongke zhiweiyun Technology Co., Ltd
Xuzhou Hanju refers to Xuzhou Hanju venture capital partnership (limited partnership), which is the shareholder and principal of Jinchuang information
