[年报]京粮B(200505):2022年年度报告(英文版)

时间:2023年03月31日 08:53:18 中财网

原标题:京粮B:2022年年度报告(英文版)





HAINAN JINGLIANG HOLDINGS CO., LTD.
ANNUAL REPORT 2022












March 2023


HAINAN JINGLIANG HOLDINGS CO., LTD.
ANNUAL REPORT 2022

Part I Important Notes
The Board of Directors, The Supervisory Committee, the supervisors and the directors of the Company
guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report
and will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the
Report.
Chairman Wang Chunli , Chief Financial Officer Guan Ying, and the head of Accounting Department Cao
Ling hereby declare: the Financial Statement in the report is guaranteed to be truthful and complete.
All the Company’s Directors have attended the Board meeting for the review of this Report. In order for a full understanding of the Company’s operating results, financial position and future
development plans, investors should carefully read the annul report, which has been disclosed on the media
designated by the China Securities Regulatory Commission (the “CSRC”). Independent auditor’s modified opinion:
□ Applicable ? Not applicable
Board-approved final cash and/or stock dividend plan for ordinary shareholders for the Reporting Period:
□ Applicable ? Not applicable
The Company has no final dividend plan, either in the form of cash or stock. Board-approved final cash and/or stock dividend plan for preferred shareholders for the Reporting Period:
□ Applicable ? Not applicable

This report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail.

Part II Key Corporate Information
1. Stock Profile

Stock nameJLKG, JL-BStock code000505, 200505
Stock exchange for stock listingShenzhen Stock Exchange  
Contact informationBoard SecretarySecurities Representative 
NameGuan YingGao Deqiu 
Office address15/F, Jing Liang Building, NO. 16 East Third Ring Middle Road, Chaoyang District, Beijing15/F, Jing Liang Building, NO. 16 East Third Ring Middle Road, Chaoyang District, Beijing 
Fax010-51672010010-51672010 
Tel.010-51672270010-51672029 
E-mail address[email protected][email protected] 
2. Principal Activities or Products in the Reporting Period The Company is principally engaged in oils and oilseeds processing and trading, as well as food processing.
With regard to oils processing and trading, the Company refines, bottles, markets, imports and exports raw
oils upon initial pressing. As for oilseeds, the Company presses, refines, bottles, markets, imports and exports
oilseeds such as sesame, soybean, corn germ, sunflower seeds and peanuts. The Company runs its oils and
oilseeds processing and trading business primarily in Beijing City, Tianjin City and Hebei Province under
the brands of “Gu Chuan”, “Lv Bao”, “Gu Bi”, “Huo Niao”, etc., with the main products being soybean oil,
rapeseed oil, sunflower seed oil and sesame oil and paste, among others. As for its food processing business,
it primarily develops, produces and markets snack food and bread under the brands of “Little Prince”, “MS
Dong”, “Jianqiang De Tudou” and “Gu Chuan”, among others, with the main products being potato chips,
cakes and pastries and bread. The snack food business covers all provinces and municipalities in China,
while the bread business focuses on the Beijing-Tianjin-Hebei region. In this regard, the Company is one of
the major suppliers for KFC in North China.According to the Industry Categorization Results of Listed
Companies, the Company falls into the major industry category of manufacturing—agri-food processing
industry (code: C13). Specifically, the Company operates in the vegetable oil processing segment, with its
food processing business accounting for a large proportion in gross profit. With respect to the vegetable oil
processing industry, industrial integration has accelerated and differentiation is increasingly evident, with
minority oils such as sunflower seed oil, tea oil, corn oil and rice bran oil seeing fast growth. In terms of the
food processing industry, consumer needs have become increasingly diverse, resulting in better and richer
product offerings. Nonetheless, there are only a handful of major brands in the industry, indicating great
potential for industrial integration.

3. Key Financial Information
(1) Key Financial Information of the Past Three Years
Indicate by tick mark whether there is any retrospectively restated datum in the table below. □ Yes ? No
Unit: RMB

 31 December 202231 December 2021Change of 31 December 2022 over 31 December 2021 (%)31 December 2020
Total assets6,105,144,167.966,046,600,058.900.97%5,695,504,493.73
Equity attributable to the listed company’s shareholders3,061,661,435.052,915,802,291.055.00%2,710,571,543.53
 202220212022-over-2021 change (%)2020
Operating revenue12,857,874,301.7211,763,093,835.569.31%8,741,749,912.11
Net profit attributable to the listed company’s shareholders141,411,141.28204,459,771.08-30.84%184,846,956.70
Net profit attributable to the listed company’s shareholders before exceptional items124,297,168.33195,422,832.45-36.40%164,037,737.59
Net cash generated from/used in operating activities-533,230,947.03632,240,056.44-184.34%-246,540,910.08
Basic earnings per share (RMB/share)0.190.28-32.14%0.26
Diluted earnings per share (RMB/share)0.190.28-32.14%0.26
Weighted average return on equity (%)4.73%7.27%-2.54%7.17%
(2) Key Financial Information by Quarter
Unit: RMB

 Q1Q2Q3Q4
Operating revenue3,024,441,143.442,488,340,126.883,931,892,303.793,413,200,727.61
Net profit attributable to the listed company’s shareholders36,992,676.2535,915,653.9018,632,830.2649,869,980.87
Net profit attributable to the listed company’s shareholders before exceptional items36,436,748.6534,828,990.8215,748,627.1737,282,801.69
Net cash generated from/used in operating activities-193,652,734.0819,042,324.659,679,813.98-368,300,351.58
Indicate by tick mark whether any of the quarterly financial data in the table above or their summations
differs materially from what have been disclosed in the Company’s quarterly or interim reports. □ Yes ? No

4. Share Capital and Shareholder Information at the Period-End (1) Numbers of Ordinary Shareholders and Preferred Shareholders with Resumed Voting Rights as well as Holdings of Top 10 Shareholders
Unit: Share

Number of ordinary shareholders at the period-end68,206Number of ordinary shareholders at the month-end prior to the disclosure of this Report67,266Number of preferred shareholders with resumed voting rights at the period- end0Number of preferred shareholders with resumed voting rights at the month-end prior to the disclosure of this Report0
Top 10 shareholders       
Name of shareholderNature of shareholderShareholdin g percentageTotal shares held at the period-endRestricted shares heldShares in pledge, marked or frozen  
     StatusShares 
BEIJING GRAIN GROUP CO., LTD.State-owned legal person39.68%288,439,5610   
BEIJING STATE-OWNED CAPITAL OPERATION AND MANAGEMENT COMPANY LIMITEDState-owned legal person6.67%48,510,4600   
WANG YUECHENGDomestic natural person5.66%41,159,88741,159,887   
LI SHERYN ZHAN MINGForeign natural person0.42%3,024,6000   
MEI JIANYINGDomestic natural person0.36%2,604,2030   
WANG ZHIQIANGDomestic natural person0.34%2,507,1230   
CHEN TINGDomestic natural person0.31%2,261,0690   
CHEN TIANHUADomestic natural person0.29%2,101,1000   
ZHANG XIAOXIADomestic natural person0.27%1,949,2500   
WANG XIAOXINGDomestic natural person0.23%1,654,2000   
Related or acting-in-concert parties among the shareholders above① Beijing State-Owned Capital Operation and Management Company Ltd. owns an indirect 100% share of Beijing Grain Group Co., Ltd., and Beijing Grain Group Co., Ltd. is the controlling shareholder of the Company (a 39.68% holding). ② Wang Yuecheng is a Deputy General Manager of the Company. Apart from that, the Company does not know whether there are any other related parties or acting- in-concert parties among the top 10 shareholders.      
Shareholders involved in securities margin trading (if any)Shareholder Chen Tianhua holds 2,093,500 shares in the Company through his account of collateral securities for margin trading in Founder Securities Co., Ltd. Shareholder Wang Xiaoxing holds 1,654,200 shares in the Company through his account of collateral securities for margin trading in Soochow Securities Co., Ltd.      
(2) Number of Preferred Shareholders and Shareholdings of Top 10 □ Applicable ? Not applicable
No preferred shareholders in the Reporting Period.
(3) Ownership and Control Relations between the Actual Controller and the Company 5. Outstanding Bonds at the Date when this Report Was Authorized for Issue □ Applicable ? Not applicable
Part III Significant Events
In 2022, various uncertainties and urgency intertwined and became the new normal. In the face of various
external environmental pressures, the company adhered to the general tone of seeking progress while
maintaining stability, fully promoted the implementation of the “14th Five Year Plan” development plan, and
maintained a stable development trend in general. For the year under review, the Company recorded operating revenue of RMB12.858 billion, up 9.31% year on year, a net profit attributable to the listed
company’s shareholders of RMB141 million, down 30.84% year on year. No significant changes occurred to the Company’s operations in the Reporting Period. Part IV Financial Statements




Hainan Jingliang Holdings Co., Ltd.
Notes to the 2022 Financial Statements
(Unless otherwise stated, the amount unit is RMB Yuan)

I. Basic Information of the Company
1. Place of incorporation, form of organization and head office address Hainan Jingliang Holdings Co., Ltd. (hereinafter referred to as "the Company" or "Company" or "Jingliang Holdings") is established in accordance with the Hainan Provincial People's Government General
Office QFBH (1992) No.1, approved by QY (1992) SGZ No. 6 Document of the People's Bank of Hainan Province and re-registered by Hainan Pearl River Enterprise Company on January 11, 1992. The Company
issued 81,880,000 shares in total upon re-registration, of which 60,793,600 shares were converted from the
net assets of the original company and 21,086,400 shares were newly issued. And the name of the Company
is Hainan Pearl River Enterprise Co., Ltd. The business license registration number of the joint-stock
company is 20128455-6, and the holding parent company Guangzhou Pearl River Enterprise Group holds 36,393,600 shares, accounting for 44.45%. Approved by ZGB (1992) No. 83 Document of the People's Bank
of China in December 1992, the additional 21,086,400 shares were listed on the Shenzhen Stock Exchange
for trading. The industry involved is real estate.
On March 25, 1993, in response to QGBH (1993) No.028 of Hainan Provincial Leading Group Office and SRYFZ (1993) No.099 of Shenzhen Special Economic Zone Branch of the People's Bank of China, the
Company increased its share capital by converting the original share capital into 139,196,000 shares
(according to distribution of 10, delivery of 5 and transfer of 2), with the controlling shareholder Guangzhou
Pearl River Enterprises Group holding 48,969,120 shares accounting for 35.18% at the end of 1993. In 1994, the share capital was increased by 10 to 10, and the total share capital was 278,392,000 shares
after the increase. The controlling shareholder, Guangzhou Pearl River Enterprises Group, holds 97,938,240
shares, accounting for 35.18%.
In 1995, the issuance of 50,000,000 B Shares was approved by SZBF (1995) No.45 and SZBF (1995) No.12. The share capital of the Company was increased by 10:1.5 on the basis of the share capital after the
additional B shares were issued, and the share capital of the Company after the increase was 377,650,800
shares. The holding parent company, Guangzhou Pearl River Enterprises Group, held 112,628,976 shares,
accounting for 29.82% of the total.
In 1999, Guangzhou Pearl River Enterprises Group transferred all 112,628,976 shares to Beijing Wanfa
Real Estate Development Co., Ltd.. After the transfer of shares was completed in June 1999, Beijing Wanfa
Real Estate Development Co., Ltd. held 112,628,976 shares of the Company, accounting for 29.82% of the
total shares of the Company, and became the controlling shareholder of the Company. and the Business License for Enterprise Legal Person was renewed by Industrial & Commerce Administration Bureau of Hainan Province.
On August 17, 2006, the reform plan of the split share structure of the Company was implemented. The
Company transferred 49,094,604 shares of capital stock to all shareholders at the ratio of 10 to 1.3. The
original non-tradable shareholders transferred the increased shares to the tradable A-share holders. Beijing
Wanfa Real Estate Development Co., Ltd. reimbursed the consideration shares of the non-tradable shareholders who have not expressly expressed their opinions. The converted total share capital was
426,745,404 shares, and the original controlling shareholder Beijing Wanfa Real Estate Development Co.,
Ltd. held 107,993,698 shares, accounting for 25.31%. Shareholders of non-tradable shares repaid 3,289,780
shares in consideration of the split share structure in 2007. Shareholders of non-tradable shares repaid
1,196,000 shares in consideration of the split share structure in 2009. On 2 September 2016, Beijing Wanfa Real Estate Development Co., Ltd., the original controlling shareholder, transferred all of its 112,479,478 shares to Beijing Grain Group Co., Ltd. (hereinafter referred
to as "Beijing Grain Group"). Upon completion of the share transfer in September 2016, Beijing Grain Group
Co., Ltd. held 112,479,478 shares, accounting for 26.36% of the total shares of the Company. In November
2016, based on the confidence in the subject matter of the material asset restructuring and the future
development of the Company, Beijing Grain Group Co., Ltd. decided to increase its shareholding through
centralized bidding in the secondary market. After the increase, it held 123,561,963 shares of the Company,
accounting for 28.95% of the total number of shares, and became the largest shareholder of the Company.
The Company determined July 31, 2017 as the delivery date of material assets in accordance with the
material assets restructuring plan and the delivery agreement. On September 14, 2017, approved pursuant to
the resolution of the Second Extraordinary General Meeting of Shareholders of the Company on November
18, 2016 and the Approval Reply of the China Securities Regulatory Commission dated July 28, 2017 On
Approval of Hainan Pearl River Holding Co., Ltd. to Purchase Assets and Raise Supporting Funds from
Beijing Grain Group Co., Ltd. (ZJXK (2017) No.1391): 1) The Company purchased assets from the original
shareholders of Beijing Grain Food Co., Ltd. (hereinafter referred to as Beijing Grain Food) by issuing
210,079,552 shares of the balance between the transaction price of the injected assets and the assets to be
purchased (the difference between the transaction price of the injected assets and the assets to be purchased
was RMB 1,699.5436 million yuan). The par value in the issuance was RMB 1.00 per share and the issuance
price was RMB 8.09 per share; 2) The Company has issued 48,965,408 non-public shares of the Company
to Beijing Grain Group for the purpose of purchasing the supporting funds raised from the assets of the
issuance of shares. The par value per share of the Company was RMB1.00 and the issuance price was RMB8.82 per share. The shareholder Beijing Grain Group conducted subscription in monetary funds. Upon
completion of the issue, the registered capital was RMB 685,790,364.00 and the share capital was RMB
685,790,364.00. Beijing Grain Group, which accounted for 42.06% of the total number of shares, became
the largest shareholder of the Company.
On November 21, 2019, with the approval of Beijing Shounong Food Group Co., Ltd. (Beijing Shounong Food publish [2019] No. 212), Approval on the Plan of Purchasing Assets by Cash and Issuing
Shares of Hainan Jingliang Holdings Co., Ltd, On April , 2020, with the approval of Approval of Hainan
Jingliang Holding Co., Ltd. Issuance Shares to Wang Yuecheng to Purchase Assets by China Securities
Regulatory Commission [2020] No. 610, the company shall not issue more than 41,159,887 new shares in
private offering to raise funds supporting the purchase of assets through the issued shares. The Company and
its subsidiary, Beijing Jingliang Food Co., Ltd., purchased the 25.1149% equity stake of Zhejiang Little
Prince by cash and issuance of shares.
As of December 31, 2022, the company has issued 726,950,251.00 shares, and the company's share capital is 726,950,251.00 yuan; Uniform Social Credit Code: 914600002012845568; Registration authority:
Hainan Market Supervision Administration; Company type: Limited Company (Listed, State-controlled);
Registered address: F29, Dihao Building, Pearl River Square, Binhai Avenue, Haikou City; Legal representative: WangChunli.
2. The nature of the Company's business and its main business activities The Company belongs to manufacturing-agricultural and sideline food processing industry. Its main business activities mainly includes: food, beverages, oilseeds and by products, vegetable proteins and
their products, organic fertilizers, microbial fertilizers, production and marketing of agricultural fertilizers;
land consolidation, soil remediation; agricultural comprehensive planting development, animal husbandry
and aquaculture, agricultural equipment production and marketing; computer network technology, investment in communication projects, research and development and application of high-tech products;
investment and consultation of environmental protection projects; animation, graphic design; import and
export trade in goods and technology; rental of own premises. The Company and its subsidiaries are principally engaged in the processing, production and sales of
foodstuffs, agricultural and sideline products, grease, oils, and leisure foods. 3. The name of the parent company and the ultimate parent company. The parent company of the company is Beijing Grain Group Co., Ltd., and the ultimate parent company
is Beijing Capital Agribusiness Food Group Co., Ltd.
4. The approval institution and the approval date of the financial statements. The financial statements have been approved by the Board of Directors of the Company in its resolution
dated March 29, 2023.
5. Consolidation scope
The consolidated scope of the consolidated financial statements of the company is determined on the
basis of control, including the financial statements of the company and all subsidiaries. Subsidiaries refer to
enterprises or entities controlled by the Company.
A total of 18 subsidiaries of the Company were included in the scope of consolidation on 31 December,
2022, as detailed in Note VIII. "Equitiess in Other Entities". The consolidation scope of the Company for
the current period is changed that is same as the previous period as detailed in Note 7, "Change in
Consolidation Scope" the subsidiary Jingliang Tianyuan Complex Construction and Operation (Xinyi) Co.,
Ltd. has been cancelled and Jingliang (Beijing) Food Marketing Management Co., Ltd has been newly established.
II. Preparation Basis for Financial Statements
1.Preparation Basis
Based on the assumption of going concern and according to actual transaction events, the financial statements are prepared in accordance with the relevant provisions of Accounting Standard for Business
Enterprises and the following stated Significant Accounting Policies and Estimates. 2. Going concern
The Company has a going concern capability for 12 months from the end of the reporting period and no material matters affecting the company's going concern capability were found. Therefore, the financial
statements are presented on a going concern basis is reasonable. III. Significant Accounting Policies and Estimates
The Company and its subsidiaries are engaged in the processing, production and sales of food, agricultural and sideline products, grease, oil and leisure food. According to the characteristics of actual
production and operation and the provisions of relevant accounting standards for business enterprises, the
Company and its subsidiaries have formulated a number of specific accounting policies and accounting
estimates for transactions and events such as revenue recognition. For details, please refer to the descriptions
in Note Ⅲ, 26 “Revenue". For descriptions of the significant accounting judgments and estimates made by
the management, please refer to Note Ⅲ, 32 “Significant Accounting Judgments and Estimates" 1. Statement of Compliance of Accounting Standards for Business Enterprises The financial statements prepared by the Company based on the above preparation basis conform to the
requirements of the Accounting Standards for Business Enterprises and their application guidelines,
explanations and other relevant provisions (collectively referred to as "ASBE") and truly and completely
reflect the Company's financial status, operating results, cash flow and other relevant information.
In addition, the preparation of this financial report refers to the Rules for Preparation and Reporting
Information Disclosure of Companies Offering Securities to the Public No.15-General Provisions on Financial Reports revised by China Securities Regulatory Commission in 2014 and the presentation and
disclosure requirements in Notice on Matters Related to the Implementation of the New Accounting Standards for Enterprises by Listed Companies (Accounting Department Letter [2018] No. 453) 2. Accounting Period and Business Cycle
The accounting period of the Company is divided into an annual period and an interim period. The accounting interim period refers to the reporting period shorter than a full accounting year. The fiscal year
of the Company adopts the Gregorian calendar year, that is, from January 1 to December 31 of each year.
The normal business cycle is the period from the time the Company purchases assets for processing to
the time when cash or cash equivalents are realized. The Company uses 12 months as an business cycle and
uses it as a liquidity classification standard for assets and liabilities. 3. Bookkeeping Standard Currency
RMB is the currency in the main economic environment in which the Company and its domestic subsidiaries operate. The Company and its domestic subsidiaries use RMB as the bookkeeping standard
currency. The offshore subsidiaries of the Company determine USD as their bookkeeping standard currency
based on the currencies in the main economic environment in which they operate. The currency used by the
Company in preparing these financial statements is RMB.
4. The Accounting Treatment of Business Combination under the Same Control and Different Control
Business Combination refers to the transaction or event in which two or more separate enterprises are
merged to form one reporting entity. Business combination can be divided into business combination under
the same control and business combination under different control. (1) Business combination under the same control
Enterprises participating in the combination are ultimately controlled by the same party or multiple
parties before and after the combination, and the control is not temporary, so it is the business combination
under the same control. In case of business combination under the same control, the party that obtains control
of other enterprises participating in the combination on the combination date shall be the combination party,
and the other enterprises participating in the combination shall be the merged party. The combination date
refers to the date on which the combination party actually acquires control over the merged party. The assets and liabilities acquired by the combination party are measured at the book value of the merged party at the date of consolidation, including goodwill that was formed during acquisition by end
controller . If the difference between the book value of the net assets acquired by the merging party and the
book value of the merged consideration (or the total par value of the issued shares) paid by the merging party,
and the capital reserve (share capital premium) shall be adjusted; If the capital reserve (equity premium) is
insufficient to offset, the retained earnings shall be adjusted. The direct expenses incurred by the merging party for the purpose of business combination shall be included in the profits and losses of the current period when they are incurred. (2) Business combination under different control
If the enterprises participating in the merger are not ultimately controlled by the same party or multiple
parties before and after the merger, the enterprise merger is not under the same control. In case of business
combination under different control, the party that obtains control of other enterprises participating in the
combination on the date of purchase shall be the Purchaser, and the other enterprises participating in the
combination shall be the Purchasee. Purchase date means the date on which the Purchaser actually acquires
control of the Purchasee.
For business combination under different control, the merger cost includes the assets, liabilities and fair
value of equity securities issued by the Purchaser in order to obtain the control over the Purchasee on the
date of purchase, and the intermediary fees such as audit, legal service, appraisal and consultation and other
management fees for the enterprise merger are used to record into the profits and losses of the current period
when incurred. The transaction costs of equity or debt securities issued by the Purchaser as a merger
consideration are included in the initial recognition amount of the equity or debt securities. Contingent
consideration involved shall be included in the consolidation cost at its fair value at the purchase date, and
the consolidation goodwill shall be adjusted accordingly if new or further evidence of the existence of
circumstances at the purchase date appears within 12 months after the purchase date and the adjustment or
consideration is required. The consolidation cost incurred by the Purchaser and the identifiable net assets
acquired during the consolidation are measured at the fair value at the date of purchase. The difference
between the merger costs and the fair value shares of the identifiable net assets of the Purchasee at the
purchase date obtained in the merger is recognized as goodwill. If the combined cost is less than the fair
value of the identifiable net assets of the Purchasee in the merger, first, the fair value of the identifiable assets,
liabilities and contingent liabilities of the Purchasee and the measurement of the consolidation cost shall be
re-checked. If the consolidation cost is still smaller than the fair value share of the identifiable net assets of
the Purchased obtained in the consolidation after the re-check, the difference shall be recorded into the profits
and losses of the current period.
When the Purchaser acquires the deductible temporary difference of the Purchasee, if it fails to recognize the deferred income tax assets on the date of purchase because it does not meet the recognition
conditions for the deferred income tax, and within 12 months of the date of purchase, new or further
information is obtained indicating that the relevant circumstances at the purchase date already exist and the
economic benefits from the temporary difference deductible by the purchaser on the purchase date are
expected to be realized, the relevant deferred income tax assets shall be recognized, and the goodwill shall
be reduced. If the goodwill is not sufficiently offset, the difference shall be recognized as the current profit
or loss; In addition to the above circumstances, the deferred income tax assets related to the enterprise merger
are recognized and included in the current profits and losses. Through multi-transaction and step-by-step business combination under different control, according to
the Circular of the Ministry of Finance on Printing and Issuing the Interpretation of Accounting Standards
for Business Enterprises No.5 (CK (2012) No.19) and Article 51 of the Accounting Standards for Business
Enterprises No.33-Consolidated Financial Statements on the judgment criteria of "package deal" (see 5 (2)
of Note 3), it is determined whether the multiple transactions belong to the "package deal". In the case of a
"package deal", the accounting treatment shall be performed with reference to the description in the
preceding paragraphs of this section and Note 3, 13 "Long-term Equity Investments"; If the transaction is
not a "package deal", the accounting treatment shall be distinguished between the individual financial
statements and the consolidated financial statements:
In the individual financial statements, the sum of the book value of the equity investment held by the
Purchaser prior to the purchase date and the cost of the new investment at the purchase date shall be taken
as the initial investment cost of the investment; Where the equity of the Purchased held before the date of
purchase involves other comprehensive income, the other consolidated income associated with the investment is accounted for on the same basis as the assets or liabilities directly disposed of by the Purchaser
(i.e., except for the corresponding share in the change caused by the acquisition of the net liability or net
assets of the defined benefit plan remeasured in accordance with the equity method, the rest is transferred to
the current investment income).
In the consolidated financial statements, the equity of the Purchased held prior to the date of purchase
is remeasured according to the fair value of the equity at the date of purchase, and the difference between
the fair value and the carrying value is included in the investment income of the current period; Where the
equity of the Purchasee held before the date of purchase involves other comprehensive income, other
consolidated income related thereto shall be accounted for on the same basis as the direct disposal of the
relevant assets or liabilities by the Purchaser (i.e., except for the corresponding share in the change caused
by the acquisition of the net liability or net asset of the defined benefit plan remeasured in accordance with
the equity method, the rest is converted into the investment income of the current period to which the
acquisition date belongs).
5. Preparation Method of Consolidated Financial Statement
(1) Principles for determining the scope of the consolidated financial statement The scope of consolidation of the consolidated financial statements is determined on a control basis.
Control means that the Company has the authority over the Investee, enjoys a variable return by participating
in the relevant activities of the Investee, and has the ability to use its authority over the Investee to influence
the amount of such return. The scope of the merger includes the Company and all its subsidiaries. Subsidiary
refers to the main body controlled by the Company.
The Company will re-evaluate the above control definitions once the relevant facts and circumstances
change, which results in the change of the relevant elements. (2) Preparation method of consolidated financial statement
The Company begins to incorporate the net assets of the subsidiary and the actual control of the production and operation decisions into the scope of the merger from the date when the subsidiary is acquired;
Cease to be included in the scope of the merger as of the date of loss of effective control. For the subsidiaries
disposed of, the operating results and cash flows prior to the date of disposal have been appropriately
included in the consolidated income statement and consolidated cash flow statement; For subsidiaries
disposed of in the current period, the opening amount of the consolidated balance sheet is not adjusted. The
operating results and cash flows of subsidiaries increased by consolidation after purchase have been properly
included in the consolidated income statement and consolidated cash flow statement, and the opening and
comparative amounts in the consolidated financial statements have not been adjusted for subsidiaries that
are not under the same control. The operating results and cash flows of the subsidiaries increased by
consolidation under the same control from the beginning of the consolidation period to the consolidation
date have been appropriately included in the consolidated profit statement and consolidated cash flow
statement, and the comparative amount of the consolidated financial statements has been adjusted at the
same time.
In the preparation of the consolidated financial statements, if the accounting policies or accounting
periods adopted by the subsidiaries are inconsistent with those adopted by the Company, necessary adjustments shall be made to the financial statements of the subsidiaries in accordance with the accounting
policies and accounting periods of the Company. For subsidiaries acquired through business combination
under different control, the financial statements shall be adjusted on the basis of the fair value of identifiable
net assets at the date of purchase.
All significant transaction balances, transactions and unrealized profits within the Company are offset
at the time of preparation of the consolidated financial statements. The shareholders' equity and the portion of the net profit or loss of the subsidiary that is not owned by
the Company for the current period are separately presented as minority shareholders' equity and minority
shareholders' profit or loss in the consolidated financial statements under shareholders' equity and net profit.
The shares of minority shareholders' equity in the net profits and losses of subsidiaries for the current period
are shown as "minority shareholders' profits and losses" under the net profit item in the consolidated income
statement. Losses shared by minority shareholders in a subsidiary exceed the minority shareholders' share in
the shareholders' equity of the subsidiary at the beginning of the period, and still decrease by a number of
shareholders' equity.
When the control of the original subsidiary is lost due to the disposal of part of the equity investment
or other reasons, the residual equity shall be revalued according to its fair value at the date of loss of control.
The sum of consideration obtained from the disposal of equity and the fair value of the remaining equity
minus the difference between the shares of the net assets of the original subsidiary that shall be continuously
calculated from the purchase date according to the original shareholding proportion shall be included in the
investment income of the current period of loss of control. Other comprehensive income related to the equity
investment of the original subsidiary, in the event of loss of control, the accounting treatment is performed
on the same basis as the direct disposal of the relevant assets or liabilities by the Purchased (i.e. converted
to current investment income, except for changes resulting from the re-measurement of the net liabilities or
net assets of the Defined Benefit Plan in the original subsidiary). Thereafter, the residual equity shall be
subsequently measured in accordance with the relevant provisions of Accounting Standards for Business
Enterprises No.2-Long-term Equity Investment or Accounting Standards for Business Enterprises No.22-
Recognition and Measurement of Financial Instruments, as detailed in Note Ⅲ, 13-Long-term Equity Investment or Note Ⅲ, 9-Financial Instruments.
If the Company disposes of the equity investment in subsidiaries step by step until it loses control
through multiple transactions. It is necessary to distinguish whether the transactions that dispose of the equity
investment in subsidiaries until it loses control belong to a package deal or not. The terms, conditions and
economic impact of the transactions for the disposal of equity investments in subsidiaries are in accordance
with one or more of the following circumstances and generally indicate that multiple transactions should be
accounted for as a package deal: ① These transactions were entered into simultaneously or taking into
account each other's influence; ② Only when these transactions are taken together can a complete business
result be achieved; ③ The occurrence of one transaction depends on the occurrence of at least one other
transaction; ④ It is not economical to consider a transaction alone, but it is economical to consider it in
conjunction with other transactions. For transactions that are not part of the package deal, each transaction
shall be accounted for in accordance with the principles applicable to the "partial disposal of long-term equity
investments in subsidiaries without loss of control" (as detailed in 13 of Note Ⅲ) and the "loss of control
over existing subsidiaries as a result of the disposal of part of the equity investments or other reasons" (as
detailed in the preceding paragraph), as appropriate. If the transactions involving the disposal of equity
investments in subsidiaries until the loss of control belong to a package deal, the transactions shall be
accounted for as a transaction involving the disposal of subsidiaries and the loss of control; However, the
difference between each disposal price and the share of the subsidiary's net assets corresponding to the
disposal investment prior to the loss of control is recognized in the consolidated financial statements as other
consolidated gains and transferred to the profit or loss for the current period of loss of control in the event
of loss of control.
6. Classification of Joint Venture Arrangements and Accounting Treatment of Joint Operation A joint venture arrangement is an arrangement under the joint control of two or more participants. The
Company divides the joint venture arrangement into joint operation and joint venture in accordance with the
rights and obligations it enjoys in the joint venture arrangement. A joint operation is a joint arrangement
whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for
the liabilities, relating to the arrangement. A joint venture is a type of joint arrangement whereby the parties
that have joint control of the arrangement have rights to the net assets of the joint venture. The Company's investment in the joint venture is accounted for using the equity method, and shall be
treated in accordance with the accounting policy described in Note Ⅲ, 13 "Long-term Equity Investment
Accounted by the Equity Method".
The Company, as a joint venture party, recognizes the assets and liabilities held and assumed by the (未完)
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