Shandong Wohua Pharmaceutical Co.Ltd(002107) notes to financial statements
As of December 31, 2021
(amount unit: RMB currency: RMB)
1、 Basic information of the company (hereinafter referred to as “the company” or “the company”)
1. Basic information of the company’s issuance, listing and share capital
Shandong Wohua Pharmaceutical Co.Ltd(002107) (hereinafter referred to as “the company” or “the company”), established on March 25, 2003, unified social credit Code: 91370000165446553t.
With the approval of document zjffz [2006] No. 166 of China Securities Regulatory Commission, it was listed and traded in Shenzhen Stock Exchange on January 24, 2007, and issued 18 million RMB common shares (A shares) to the public at an issue price of 10.85 yuan per share. After the issuance of the shares, the share capital of the company was changed to RMB 69.99 million, and the company went through the industrial and commercial change registration on February 15, 2007.
With the approval of zjxk [2008] No. 932 document of China Securities Regulatory Commission, on August 14, 2008, the company issued 12 million non-public shares at an issue price of 22.76 yuan per share. After the issuance of the shares, the share capital of the company was changed to 81.99 million yuan, and the industrial and commercial change registration was handled on October 29, 2008.
After deliberation and approval by the company’s 2008 annual general meeting of shareholders, taking the total share capital of 81.99 million shares at the end of 2008 as the base, the capital reserve was converted into share capital, and 10 shares were added to all shareholders for every 10 shares. After the conversion, the total share capital of the company was 163.98 million shares, and the industrial and commercial change registration was handled on July 29, 2009.
After the deliberation and approval of the company’s 2014 annual general meeting of shareholders, taking the total share capital of 163.98 million shares at the end of 2014 as the base, the capital reserve was converted into share capital, and 12 shares were added to all shareholders for every 10 shares. After the conversion, the total share capital of the company was 360.756 million shares, and the industrial and commercial change registration procedures were handled on August 21, 2015.
After deliberation and approval by the company’s 2019 annual general meeting of shareholders, taking the total share capital of 360.756 million shares at the end of 2019 as the base, the share capital was increased by giving bonus shares, and 6 shares were given to all shareholders for every 10 shares. After the increase, the total share capital of the company was 577.2096 million shares, and the industrial and commercial change registration formalities were handled on July 10, 2020.
2. Registered place and headquarters address of the company
The registered address and headquarters address of the company are No. 3517 Liyuan street, Weifang High tech Industrial Development Zone, Shandong Province. 3. Business nature and main business activities
The company’s industry and main products: the company belongs to the pharmaceutical manufacturing industry. The main products are Xinkeshu tablets, Hedan tablets, Gushukang, Naoxueshu oral liquid, Yuandu Ganmao granules, amber Xiaoshi granules, etc.
The business scope of the company is: production and sales of tablets, hard capsules, granules, pills (honey pills, water pills, concentrated pills), powders, oral liquids, mixtures, wines, tinctures, decoctions and syrups within the scope of the license; Medical science and technology consulting services.
4. Scope and changes of current consolidated financial statements
As of December 31, 2021, there are 6 direct holding subsidiaries included in the consolidation scope, of which Donggang Kangming Industrial Co., Ltd. is a wholly-owned subsidiary of Liaoning wohua Kangchen and Beijing wohua Yuyou brand culture Co., Ltd. is a wholly-owned subsidiary of Shandong wohua Venture Capital Co., Ltd. as follows:
No. whether the main business place is included in the consolidation scope in the current period
1 Shandong Shandong Wohua Pharmaceutical Co.Ltd(002107) Operation Co., Ltd
Shandong wohua Venture Capital Co., Ltd
Shandong wohua traditional Chinese Medicine Research Institute Co., Ltd
4 Weifang Shandong Wohua Pharmaceutical Co.Ltd(002107) Base Management Co., Ltd
5 Nanchang Jishun Pharmaceutical Co., Ltd. (hereinafter referred to as “Nanchang Jishun”) is
Liaoning wohua Kangchen Pharmaceutical Co., Ltd. (hereinafter referred to as “Liaoning wohua Kangchen”) is
Donggang Kangming Industrial Co., Ltd
Beijing wohuayuyou brand culture Co., Ltd
5. Approval date of financial report
The financial statements were approved and submitted at the 17th meeting of the sixth board of directors on January 19, 2022.
2、 Preparation basis of financial statements
1. Preparation basis
The financial statements of the company are based on the assumption of going concern, according to the actual transactions and events, in accordance with the accounting standards for business enterprises – Basic Standards (issued by order No. 33 of the Ministry of Finance and revised by order No. 76 of the Ministry of Finance), the specific accounting standards, application guidelines of accounting standards for business enterprises issued and revised on and after February 15, 2006 The interpretation of the accounting standards for business enterprises and other relevant provisions (hereinafter collectively referred to as the “accounting standards for business enterprises”) and the disclosure provisions of the rules for the preparation of information disclosure by companies offering securities to the public No. 15 – General Provisions on financial reports (revised in 2014) of the China Securities Regulatory Commission.
According to the relevant provisions of the accounting standards for business enterprises, the accounting of the company is based on the accrual basis. Except for some financial instruments, the financial statements are measured on the basis of historical cost. If an asset is impaired, the corresponding impairment provision shall be withdrawn in accordance with relevant regulations.
2. Going concern
The company has the ability of sustainable operation for at least 12 months since the end of the reporting period, and there are no major events affecting the ability of sustainable operation.
3、 Significant accounting policies and accounting estimates
1. Statement of compliance with accounting standards for business enterprises
The financial statements 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 year of the company adopts the Gregorian calendar, i.e. from January 1 to December 31 each year.
3. Business cycle
Normal business cycle refers to the period from the purchase of assets for processing to the realization of cash or cash equivalents.
The company takes 12 months as an operating cycle and takes it as the liquidity division standard of assets and liabilities.
4. Recording currency
The company takes RMB as the bookkeeping base currency.
5. Accounting treatment methods for business combinations under the same control and 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 combination are ultimately controlled by the same party or the same parties before and after the combination, and the control is not temporary. Generally, business combination under the same control refers to the combination between enterprises within the same enterprise. In addition, it is generally not regarded as business combination under the same control.
The assets and liabilities obtained by the company as the combining party in 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. For the long-term equity investment formed by the merger of Holdings under the same control, the company takes the share of the book owner’s equity of the merged party on the merger date as the initial investment cost of forming the long-term equity investment. See long-term equity investment for relevant accounting treatment; The assets and liabilities obtained from absorption and consolidation under the same control shall be recorded by the company according to the original book value of relevant assets and liabilities in the combined party. 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 directly related expenses incurred by the company as the combining party for business combination, including audit fees, evaluation fees, legal service fees, etc., shall be included in the current profit and loss when incurred.
Fees and commissions paid for bonds issued for business combination or other debts shall be included in the initial measurement amount of bonds and other debts issued. The handling fees, commissions and other expenses incurred in the issuance of equity securities in a business combination shall offset the premium income of equity securities. If the premium income is insufficient to offset, it shall offset the retained earnings. Where a parent-child relationship is formed by the merger of Holdings under the same control, the parent company shall prepare consolidated financial statements on the merger date, including consolidated balance sheet, consolidated income statement and consolidated cash flow statement.
The consolidated balance sheet is consolidated into the consolidated financial statements based on the book value of the combined party in the consolidated financial statements of the final controller. The transactions between the combining party and the combined party on and before the consolidation date are regarded as internal transactions and offset in accordance with the relevant principles of “consolidated financial statements”; The consolidated income statement and cash flow statement include the net profit realized and cash flow generated by the combining party and the combined party from the beginning of the current period to the combining date, and the cash flow generated by the transactions and internal transactions between the two parties in the current period shall be offset in accordance with the relevant principles of the consolidated financial statements.
(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.
Determining the cost of business combination: the cost of business combination includes the fair value of cash or non cash assets paid by the acquirer for business combination, debts issued or assumed, equity securities issued, etc. on the acquisition date. In the business combination not under the same control, the intermediary expenses such as audit, legal services, evaluation and consultation and other relevant management expenses incurred by the acquirer for the business combination shall be included in the current profits and losses when incurred; The transaction expenses 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.
For the long-term equity investment obtained from the holding merger not under the same control, the company takes the business combination cost determined on the acquisition date (excluding the cash dividends and profits receivable from the invested unit) as the initial investment cost of the long-term equity investment of the acquiree; All identifiable assets and liabilities that meet the recognition conditions obtained from absorption and consolidation not under the same control shall be recognized as assets and liabilities of the enterprise at fair value on the acquisition date. If the company obtains the control right of the acquiree or various identifiable assets and liabilities for the consideration of non monetary assets, the difference between the fair value of relevant non monetary assets on the acquisition date and its book value shall be regarded as the disposal profit and loss of assets and included in the consolidated income statement of the current period.
In a business combination not under the same control, the difference between the cost of the business combination and the fair value of the identifiable net assets of the acquiree obtained in the combination shall be recognized as goodwill; In the case of absorption and consolidation, the difference is recognized as goodwill in the individual financial statements of the parent company; In the case of holding consolidation, the difference is listed as goodwill in the consolidated financial statements.
The difference between the cost of business combination and the fair value of the identifiable net assets of the acquiree obtained in the combination shall be included in the current profit and loss (non operating income) of the combination after review. In the case of merger by absorption, the difference shall be included in the individual income statement of the parent company in the current period of merger; In the case of holding merger, the difference is included in the consolidated income statement of the current period of merger.
If the business combination not under the same control realized step by step through multiple exchange transactions belongs to a package deal, each transaction shall be treated as a transaction to obtain control; If it is not a package deal, 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, the other comprehensive income related to it shall be transferred to the current investment income on the acquisition date, except for other comprehensive income arising from the change of net liabilities or net assets due to the re measurement and setting of benefit plan by the investee.
6. Preparation method of consolidated financial statements
(1) Consolidation scope
The consolidation scope of the consolidated financial statements is determined on the basis of control. Control means that the company has the power over the investee, enjoys variable returns by participating in relevant activities of the investee, and has the ability to use the power over the investee to affect its return amount. Subsidiaries refer to the entities controlled by the company (including the separable parts of enterprises and investees, structured entities, etc.).
(2) Preparation method of consolidated financial statements
The consolidated financial statements of the company are prepared on the basis of the financial statements of the parent company and subsidiaries and based on other relevant information. During preparation, important internal transactions such as investment, transactions, inventory purchase and sales between the parent company and subsidiaries and their unrealized profits are offset and consolidated item by item, and minority shareholders’ equity and minority shareholders’ income in the current period are calculated. If the accounting policies and accounting periods of subsidiaries are inconsistent with those of the parent company, the accounting statements of subsidiaries shall be adjusted according to the accounting policies and accounting periods of the parent company before consolidation.
(3) Consolidated statement processing of increased and decreased subsidiaries in the reporting period
During the reporting period, for subsidiaries increased due to business combination under the same control, the balance at the beginning of the year of the consolidated balance sheet shall be adjusted when preparing the consolidated balance sheet. For subsidiaries increased due to business combination not under the same control, the beginning balance of the consolidated balance sheet shall not be adjusted when preparing the consolidated balance sheet. When disposing of subsidiaries during the reporting period and preparing the consolidated balance sheet, the balance at the beginning of the year of the consolidated balance sheet shall not be adjusted.
During the reporting period, for subsidiaries increased due to business combination under the same control, the income, expenses and profits of the subsidiary from the beginning of the current period to the end of the reporting period shall be included in the consolidated income statement, and the subsidiary shall be consolidated from the beginning of the current period to the reporting period
