深圳市深粮控股股份有限公司SHENZHEN CEREALS HOLDINGS CO.,LTD.
ANNUAL REPORT 2022
April 2023
Section I. Important Notice, Contents and InterpretationBoard of Directors, the board of supervisors, all directors, supervisors and senior executivesof SHENZHEN CEREALS HOLDINGS CO.,LTD. (hereinafter referred to as the Company)hereby confirm that there are no any fictitious statements, misleading statements, orimportant omissions carried in this report, and shall take all responsibilities, individualand/or joint, for the reality, accuracy and completion of the whole contents.Principal of the Company Hu Haixiang, Head of Accounting Lu Yuhe and Head of AccountingInstitution (Accounting Supervisors) Wen Jieyu hereby confirm that the Financial Report ofAnnual Report 2022 is authentic, accurate and complete.All Directors have attended the Board Meeting for deliberation of this Report.Concerning the forward-looking statements with future planning involved in the annualreport, they do not constitute a substantial commitment for investors. Securities Times, ChinaSecurities Journal, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn)are the media appointed by the Company for information disclosure. All information of theCompany disclosed in the above mentioned media should prevail. Investors are advised toexercise caution of investment risks.The Company has analyzed the risk factors that the Company may exist and itscountermeasures in the report. Investors are advised to pay attention to read “Prospect forfuture development of the Company” in the report of Section III Discussion and Analysis ofthe Operation. This report has been prepared in Chinese and English version respectively. Inthe event of difference in interpretation between the two versions, Chinese report shallprevail.The profit distribution plan that was deliberated and approved by the Board Meeting is:
based on total share capital of 1,152,535,254, distributed cash bonus of 2.5 yuan (tax inclusive)for every 10 shares, 0 share bonus issued (tax inclusive) and no transfer of capital reserve intoshare capital.
Contents
Section I. Important Notice, Contents and Interpretation ................................................................................................................. 2
Section II Company Profile and Main Financial Indexes ...... 6
Section III Management Discussion and Analysis ...... 12
Section IV Corporate Governance ...... 38
Section V. Environmental and Social Responsibility ........................................................................................................................ 61
Section VI. Important Events ............................................................................................................................................................. 63
Section VII. Changes in Shares and Particulars about Shareholders ........................................................................................... 108
Section VIII. Preferred Stock ........................................................................................................................................................... 116
Section IX. Corporate Bonds ............................................................................................................................................................ 117
Section X. Financial Report .............................................................................................................................................................. 118
Documents Available for Reference
1. Text of financial statement with signature and seals of legal person, person in charge of accounting works andperson in charge of accounting institution;
2. Original audit report with seal of accounting firm and signature and seal of the CPA;
3. Original and official copies of all documents which have been disclosed on Securities Times, China SecuritiesJournal, Hong Kong Commercial Daily and Juchao Website (www.cninfo.com.cn) in the reporting period;
4. Original copies of 2022 Annual Report with signature of the Chairman.
Interpretation
| Items | Refers to | Contents |
| SZCH/Listed Company /the Company/ | Refers to | Shenzhen Cereals Holdings Co., Ltd. |
| Shenshenbao/Shenbao Company | Refers to | Shenzhen Shenbao Industrial Co., Ltd. |
| SZCG | Refers to | Shenzhen Cereals Group Co., Ltd |
| Doximi | Refers to | Shenzhen Shenliang Doximi Business Co., Ltd. |
| Flour Company, Flour Factory | Refers to | Shenzhen Flour Co., Ltd |
| Shenliang Quality Inspection | Refers to | Shenliang Quality Inspection Co., Ltd. |
| Dongguan Logistics | Refers to | Dongguan Shenliang Logistics Co., Ltd. |
| Dongguan Food Industrial Park | Refers to | Dongguan International Food Industrial Park Development Co., Ltd. |
| Shenbao Huacheng | Refers to | Shenzhen Shenbao Huacheng Technology Co., Ltd. |
| Hualian Company | Refers to | Shenzhen Hualian Grain and Oil Trading Co., Ltd. |
| Shenliang Cold Chain | Refers to | Shenzhen Shenliang Cold Chain Logistics Co., Ltd. |
| Shenliang Property | Refers to | Shenzhen Shenliang Property Development Co., Ltd. |
| Wuhan Jiacheng | Refers to | Wuhan Jiacheng Biotechnology Co., Ltd |
| Food Materials Group | Refers to | Shenzhen Food Materials Group Co., Ltd |
| Fude Capital | Refers to | Shenzhen Fude State Capital Operation Co., Ltd. |
| Agricultural Products | Refers to | Shenzhen Agricultural Products Group Co., Ltd |
| SIHC | Refers to | Shenzhen Investment Holdings Co., Ltd. |
| Shenzhen SASAC | Refers to | Shenzhen Municipal People’s Government State-owned Assets Supervision & Administration Commission |
| CSRC | Refers to | China Securities Regulation Commission |
| SSE | Refers to | Shenzhen Stock Exchange |
| Shu Lun Pan CPAs | Refers to | BDO China Shu Lun Pan Certified Public Accountant LLP |
| Article of Association | Refers to | Article of Association of Shenzhen Cereals Holdings Co., Ltd. |
| RMB/10 thousand Yuan | Refers to | CNY/ten thousand Yuan |
Section II Company Profile and Main Financial Indexes
I. Company information
| Short form for share | SZCH, Shenliang B | Stock code | 000019, 200019 |
| Short form of share before change(if applicable) | Shenshenbao, Shenbao B | ||
| Listing stock exchange | Shenzhen Stock Exchange | ||
| Chinese name of the Company | 深圳市深粮控股股份有限公司 | ||
| Abbr. of Chinese name of the Company | 深粮控股 | ||
| English name of the Company(if applicable) | SHENZHEN CEREALS HOLDINGS CO.,LTD | ||
| Legal Representative | Hu Xianghai | ||
| Registrations add. | 8/F, Tower B, No.4 Building, Software Industry Base, South District, Science & Technology Park, Xuefu Rd., Yuehai Street, Nanshan District, Shenzhen | ||
| Code for registrations add | 518057 | ||
| Historical changes of registered address | The registered address of the Company, when listed in 1992, was No.10, Tianbei East, Wenjin North Road, Luohu District, Shenzhen; in 1999 the registered address changed to No.1058, Wenjin North Road, Luohu District, Shenzhen; in 2002 the registered address changed to 28/F, Tower B,C of Bao’an Square, No.1002 Sungang Road, Luohu District, Shenzhen; in 2010 the registered address changed to South half of the 20th floor, Tower of Zhuzilin Education and Technology Building, Futian District, Shenzhen; in 2015 registered address changed to 8/F, Tower B, No.4 Building, Software Industry Base, South District, Science & Technology Park, Xuefu Rd., Yuehai Street, Nanshan District, Shenzhen | ||
| Offices add. | 13/F, Tower A, World Trade Plaza, No.9 Fuhong Rd., Futian District, Shenzhen | ||
| Codes for office add. | 518033 | ||
| Company’s website | www.slkg1949.com | ||
| szch@slkg1949.com | |||
II. Person/Way to contact
| Secretary of the Board | Rep. of security affairs | |
| Name | Chen Xiaohua | Chen Kaiyue, Liu Muya |
| Contact add. | 13/F, Tower A, World Trade Plaza, No.9 Fuhong Rd., Futian District, Shenzhen | 13/F, Tower A, World Trade Plaza, No.9 Fuhong Rd., Futian District, Shenzhen |
| Tel. | 0755-83778690 | 0755-83778690 |
| Fax. | 0755-83778311 | 0755-83778311 |
| chenxh@slkg1949.com | chenky@slkg1949.com、liumy@slkg1949.com |
III. Information disclosure and preparation place
| Website of the Stock Exchange where the annual report of the Company is disclosed | Securities Times; China Securities Journal |
| Media and Website where the annual report of the Company is disclosed | Juchao Website: www.cninfo.com.cn |
| Preparation place for annual report | Office of the Board of Directors |
IV. Registration changes of the Company
| Organization code | 91440300192180754J |
| Changes of main business since listing (if applicable) | On February 18, 2019, the company completed the registration procedures of changes in industry and commerce for business scope and other matters. The main business has newly increased the modern food supply chain services as grain & oil trading, processing, storage and logistics. |
| Previous changes for controlling shareholders (if applicable) | On Septermber 10, 1999, Shenzhen Investment Management Co., Ltd. entered into the “Equity Transfer Agreement of Shenzhen Shenbao Industrial Co., Ltd.” with Agricultural Products for 58,347,695 shares of the Company (35% in total shares of the Company) transfer to Agricultural Products with price of RMB 1.95 per share. Agricultural Products comes to the first majority shareholder of the Company after transfer and procedures for the above equity transfer has completed in June 2003. On April 3, 2018, Shenzhen Investment Holdings Co., Ltd. completed the transfer of all of its 79,484,302 shares of A shares in the company to Fude Capital(changed its name to Food Materials Group later). After the completion of the equity transfer, Food Materials Group directly holds 79,484,302 shares of A shares in the company (accounting for 16% of the company’s original total share capital) and controls 19.09% shares of the company through Agricultural Products indirectly, becoming the controlling shareholder of the company. |
V. Other relevant information
CPA engaged by the Company
| Name of CPA | BDO China Shu Lun Pan Certified Public Accountant LLP |
| Offices add. for CPA | BDO CPAs, 5/F, No.11 Building, Phase II q-plex, No. 4080, Qiaoxiang Rd., Nanshan District, |
| Signing Accountants | Qi Tao, Tao Guoheng |
Sponsor engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable ? Not applicable
Financial consultant engaged by the Company for performing continuous supervision duties in reporting period
□ Applicable ? Not applicable
VI. Main accounting data and financial indexes
Whether it has retroactive adjustment or re-statement on previous accounting data or not
□Yes ?No
| 2022 | 2021 | Changes in the current year over the previous year (+,-) | 2020 | |
| Operating revenue (RMB) | 8,312,723,058.19 | 10,139,563,710.11 | -18.02% | 11,884,527,506.34 |
| Net profit attributable to shareholders of the listed Company (RMB) | 420,594,871.27 | 428,720,226.09 | -1.90% | 405,088,385.54 |
| Net profit attributable to shareholders of the listed Company after deducting non-recurring gains and losses (RMB) | 402,423,745.44 | 377,558,306.28 | 6.59% | 374,210,363.49 |
| Net cash flow arising from operating activities (RMB) | 531,888,766.64 | 440,396,029.54 | 20.78% | 286,528,222.27 |
| Basic earnings per share (RMB/Share) | 0.3649 | 0.3720 | -1.91% | 0.3515 |
| Diluted earnings per share (RMB/Share) | 0.3649 | 0.3720 | -1.91% | 0.3515 |
| Weighted average ROE | 8.96% | 9.13% | -0.17% | 8.99% |
| Year-end of 2022 | Year-end of 2021 | Changes at end of the current year compared with the end of previous year (+,-) | Year-end of 2020 | |
| Total assets(RMB) | 7441334674.98 | 7,669,618,906.32 | -2.98% | 7,309,384,147.93 |
| Net assets attributable to shareholder of listed Company(RMB) | 4762973461.81 | 4,630,292,102.34 | 2.87% | 4,595,331,999.76 |
The lower one of net profit before and after deducting the non-recurring gains/losses in the last three fiscal years is negative, and theaudit report of last year shows that the ability to continue operating is uncertain
□Yes ?No
The lower one of net profit before and after deducting the non-recurring gains/losses is negative
□Yes ?No
VII. Difference of the accounting data under accounting rules in and out of China
1. Difference of the net profit and net assets disclosed in financial report, under both IAS(International Accounting Standards) and Chinese GAAP (Generally Accepted AccountingPrinciples)? Applicable □ Not applicable
Unit: RMB/CNY
| Net profit attributable to shareholders of the listed Company | Net assets attributable to shareholder of listed Company | |||
| Current period | Last period | Ending amount | Opening amount | |
| Chinese GAAP | 420,594,871.27 | 428,720,226.09 | 4,762,973,461.81 | 4,630,292,102.34 |
| Items and amount adjusted by IAS | ||||
| Adjustment for other payable fund of stock market regulation | 1,067,000.00 | 1,067,000.00 | ||
| IAS | 420,594,871.27 | 428,720,226.09 | 4,764,040,461.81 | 4,631,359,102.34 |
2. Difference of the net profit and net assets disclosed in financial report, under both foreign accountingrules and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable ? Not applicable
The Company has no above mentioned condition occurred in the period
3. Explanation on differences of the data under accounting standards in and out of China
□ Applicable ? Not applicable
VIII. Main financial index disclosed by quarter
Unit: RMB/CNY
| Q 1 | Q 2 | Q 3 | Q 4 | |
| Operating revenue | 2,184,426,983.72 | 2,153,617,544.63 | 2,026,973,551.46 | 1,947,704,978.38 |
| Net profit attributable to shareholders of the listed Company | 137,438,033.98 | 100,089,748.95 | 80,861,710.05 | 102,205,378.29 |
| Net profit attributable to shareholders of the listed Company after deducting non-recurring gains and losses | 131,804,641.16 | 95,327,647.59 | 78,028,506.45 | 97,262,950.24 |
| Net cash flow arising from operating activities | 216,416,899.39 | 43,956,603.47 | 479,081,865.79 | -207,566,602.01 |
Are there significant differences between the above-mentioned financial index or its total number and the relevant financial indexdisclosed in the Company’s quarterly report and semi-annual report?
□Yes ? No
IX. Items and amounts of extraordinary profit (gains)/loss
? Applicable □ Not applicable
Unit: RMB/CNY
| Item | 2022 | 2021 | 2020 | Note |
| Gains/losses from the disposal of non-current asset (including the write-off that accrued for impairment of assets) | -3,470,850.06 | 29,351,180.57 | 2,072,531.42 | |
| Governmental subsidy reckoned into current gains/losses (except for those with normal operation business concerned, and conform to the national policies & regulations and are continuously enjoyed at a fixed or quantitative basis according to certain standards) | 8,775,672.58 | 15,871,621.28 | 18,503,372.31 | |
| Profit and loss of assets delegation on others’ investment or management | 8,455,442.20 | 4,014,308.85 | 12,655,258.64 | |
| Except for the effective hedging operations related to normal business operation of the Company, the gains/losses of fair value changes from holding the tradable financial assets and tradable financial liabilities, and the investment earnings obtained from disposing the trading financial asset, trading financial liability and financial assets available for sale | 18,546.91 | 299,292.76 | -151,852.20 | |
| Reversal of provision of impairment of accounts receivable which are treated with separate depreciation test | 881,986.09 | 4,076,676.65 | 1,236,198.70 | |
| Other non-operating income and expenditure except for the aforementioned items | 7,042,268.06 | 13,089,042.88 | 2,423,255.86 | |
| Other profit and loss items that meet the definition of non-recurring profit and loss | 1,064,111.79 | 496,383.61 | ||
| Less: impact on income tax | 4,583,525.90 | 14,600,145.88 | 5,591,230.45 | |
| Impact on minority shareholders’ equity (after-tax) | 12,525.84 | 940,057.30 | 765,895.84 |
| Total | 18,171,125.83 | 51,161,919.81 | 30,878,022.05 | -- |
Other gains/losses items that conform to the definition of non-recurring gains/losses:
□ Applicable ? Not applicable
The Company does not have other gains/losses items that conform to the definition of non-recurring gains/lossesInformation on the definition of non-recurring profit(gain)/loss that listed in the Q&A Announcement No.1 on InformationDisclosure for Companies Offering Their Securities to the Public --- Extraordinary (non-recurring) Profit(gain)/loss as the recurringprofit(gain)/loss
□Applicable ?Not applicable
The Company does not have any non-recurring profit(gain)/loss listed under the Q&A Announcement No.1 on InformationDisclosure for Companies Offering Their Securities to the Public --- Extraordinary (Non-recurring) Profit(Gain)/Loss defined asrecurring profit(gain)/loss
Section III Management Discussion and AnalysisI. Industry of the Company during the reporting period
(i) The basic situation, development stage, cyclical characteristics of the industry and the company’s position inthe industry shall highlight the major changes occurring during the reporting period.The year 2022 was a very important year for the development of the Party and the country.In the face of stormyinternational environment and arduous domestic tasks of reform, development and stability, the CPC CentralCommittee with comrade Xi Jinping as its core has united and led the whole Party and the people of all ethnicgroups to rise to the challenges, coordinated both domestic and international situations and intensifiedmacro-control efforts to ensure overall economic and social stability. The great strategic goal of accelerating thebuilding of a strong agricultural country was clearly put forward at the CPC National Congress. In 2022, China'sagriculture and rural areas continued to maintain a sound development momentum, with grain harvest in adversity.The output reached a record high and the soybean oil seed expansion exceeded expectations, successfullyachieving the goal of stable production and supply. Compared with the international market, domestic grain priceswere relatively stable and food security was effectively guaranteed.In 2022, there was no significant change in international grain production and consumption. However, due tovarious factors at home and abroad, international grain prices fluctuated wildly, grain imports declined, and somedomestic and provincial grain and oil prices rose. The stable domestic and provincial food supply foundation hassmoothed the transmission of international food price fluctuations to China to some extent. In the second half ofthe year, the international and domestic grain supply and demand were basically stable, and grain consumptionshowed a trend of recovery. The trend of grain and oil prices was expected to be stable and weaken, and theuncertainties of price fluctuations still remained. First, in the international market, grain prices showed a trend of"rising and then declining", with wild price fluctuations, but there was no significant change in the fundamentalsof production and consumption; Second, in the domestic market, grain production had another bumper harvest,and overall prices of unprocessed grains and edible vegetable oils rose; Third, in the provincial market, grainproduction and transfer increased, grain ration prices were stable, and prices of feed grain and edible oil rose.(ii) The major impact of newly promulgated laws, administrative regulations, departmental rules, and industrypolicies on the industry.In February 2022, the CPC Central Committee and the State Council issued the Opinions of the CPC CentralCommittee and the State Council on Promoting Key Tasks of Rural Revitalization by 2022 (hereinafter referred toas “the Opinions”), which is the 19
thNo. 1 Document of the Central Committee to guide the work related toagriculture, rural areas and farmers since the new century. The Opinions set priorities for comprehensivelypromoting rural vitalization by 2022, and specified two bottom-line tasks: ensuring national food security andpreventing large-scale return to poverty; key tasks in three aspects: rural development, rural construction, rural
governance; promoting the realization of “two news”: new progress in rural revitalization and new steps inagricultural and rural modernization. In terms of ensuring national food security, the No. 1 Document of theCentral Committee for 2022 prioritized grain production and the supply of important agricultural products, andemphasized on the necessity to maintain cultivated land, stabilize output and adjust the structure. The Opinionsemphasized “implementing the ‘tooth’ hard measures for the protection of cultivated land and strictly maintainingthe red line of cultivated land of 1.8 billion mu”. On the basis of the joint responsibility of the Party andgovernment for food security proposed in No.1 Document for 2021, the joint responsibility of the Party andgovernment for the protection of cultivated land and lifelong accountability were further proposed in No.2Document for 2022. The Opinions pointed out to vigorously adjust and optimize the agricultural structure, expandthe seeds of soybean, rape and other oil crops, and vigorously implement soybean and oil production capacityimprovement projects.In October 2022, the Report of the 20
thCPC National Congress made an overall plan for the work of agriculture,rural areas and farmers. For the first time, the term “strength in agriculture” was included in the report of the CPCNational Congress, which provides fundamental guidelines for the work of agriculture, rural areas and farmers onthe new journey in the new era. The report made important arrangements for “consolidating the foundation offood security in all aspects, fully implementing the joint responsibility of the Party and government for foodsecurity, strictly maintaining the red line of cultivated land of 1.8 billion mu”, “ensuring that the rice bowls ofChinese people are firmly held in their own hands”, and “ensuring the security of food, energy resources, andimportant industrial and supply chains”. Next, we shall further implement the “grain storage in the land” andintensify the protection of cultivated land and farmland construction. We shall implement the strictest cultivatedland protection system, strengthen “tooth” hard measures, and strictly maintain the red line of cultivated land of
1.8 billion mu. We shall optimize production layout and enhance comprehensive grain production capacity. Weshall improve and guarantee national laws and regulations for food security, fully implement the jointresponsibility of the Party and government for food security, strictly perform assessment on the responsibilitysystem for the protection of cultivated land and food security, and share the responsibility in major producingareas, major marketing areas and production-marketing balanced areas. We shall strengthen the construction offunctional grain production areas, take multiple measures at the same time to promote stable and increased grainproduction, and keep annual grain output above 650 million tons. We shall implement the concept of big food anddevelop food resources in an all-round and multi-channel manner.II. Main businesses of the Company during the reporting period
Main business of the Company includes the wholesale and retail business, food processing and manufacturingbusiness, leasing and commerce service business.The wholesale and retail business are mainly rice, wheat, rice in the husk, corn, sorghum, cooking oil and othervarieties of grain and oil as well as the sales of fine tea, beverage and condiment. During the reporting period, thecompany overcame many adverse factors such as decline in market demand and fluctuation of grain price, tookmultiple measures to ensure supply and stable supply, and continued to optimize the products, strengthen the
brand and expand the market. Mainly supplied wheat, rice, corn, barley, sorghum and other raw grain to customerssuch as the industry's large traders, feed processing and flour processing enterprises and so on; mainly sold rice,flour, cooking oil, high-quality tea, beverages and other products to demand units and community residents.Food processing and manufacturing business are mainly the processing the technology research in aspect of flour,rice, cooking oil, tea and natural plant extracts, beverage and condiments etc. The company’s flour brands andproducts include “Jinchangman”, “Yingshanhong” and “Hongli” series bread flour; “Clivia” and “Canna” seriestailored flour for cakes and steamed bun; “Sunflower” wheat flour for noodles and cookie flour; “Tianlvxiang”wheat flour for bread, refined flour and dumpling flour etc.; Rice products include “Shenliang Doximi”,“Guzhixiang”, “Gufengxianman”, “Runxiangliangpin”, “Hexiang” and “Taitai Fukou” etc. Cooking oil productsinclude brands such as “Shenliang Fuxi”, “Shenliang Jinxi” and “Youtian” etc. Tea brands mainly include “Ju FangYong” tea; “Yichong” fresh extract, “Jindiao” instant tea powder and other tea deep-processed products, as well as“Shenbao” chrysanthemum tea, lemon tea, and “Cha Mi Xiang Qi” and other series of tea drinks. Condiments aremainly “Sanjing” oyster sauce and sauces. Several brands have formed product series, including “SZCHYushuiqing” rice, noodles, oil, and coarse cereals series, “Jiaxi” rice & noodles series, “Jinchangman” noodles &oil series, Black-faced Spoonbill tea, rice, oil, drinking water, non-staple food and condiment series, etc., and thelaunch of Yueqiu tea wine continues to enrich the product structure.The leasing and business service refers to providing the professional import & export trade, warehousing &storage, logistic & distribution, quality inspection & information technology services, property leasing andmanagement, business operation management services for all kinds of clients in the upstream and downstream ofthe industrial chain, by using the advantage of brand reputation, operation service capacity and facility technologythat accumulated in field of grain and oil market. Dongguan smart gain logistics complex is a comprehensivegrain distribution service body integrating five major functions: grain & oil terminal, transit reserve, testing &distribution, processing & production and market trading; Shenliang Quality Inspection was awarded as“Guangdong Shenzhen National Grain Quality Monitoring Station”. the subsidiary Shenliang Cold Chainprovides cold chain of food storage and distribution services to the customers, and Shenliang Property is aprofessional assets management platform enterprise.
III. Core Competitiveness AnalysisThe company enhances the endogenous power by deepening reform, strengthens the “extensive” development byinnovation cooperation, and continuously upgrades and transforms the governance pattern, development quality,and guarantee ability, and has embarked on a path of sustainable and high-quality development throughself-innovation, and become a highly competitive, innovative and influential”ten billion” backbone grainenterprise in the domestic grain industry.
(1) Operation mechanism
The core management team of the company has rich experience, and has a strong strategic vision and pragmaticspirit. Combined with the actual development of the Company, formulated a set of effective mechanisms to
promote the quality and efficiency of business development. The company vigorously promotes the innovation andtransformation of business models, and actively promotes the transition from “trade-oriented enterprises” to“service-oriented enterprises”, and from “operational management and control” to “strategic management andcontrol”. In business control, through the own information management system, realizes a seamless link betweenthe “operation” and “planning, capital, quality inspection, inventory, risk control and discipline”, building a strict“six-in-one” system of controlling to effectively reduce the operational risks while fully participating in themarket competition, and achieving a deep integration of “ensuring grain security” and “promoting development”.Through deeply promotes the strategy of “talent strengthening the enterprises”, continuously innovative talenttraining mechanism to creates a high-quality talent supply chain, the company has established an open talent teamto meet the long-term development of enterprises and reserve intelligence for the enterprise upgrading anddevelopment. The company has innovated and implemented the EVA performance appraisal mechanism andestablished a result-oriented incentive and restraint assessment mechanism which effectively built the performanceculture and stimulated the viability within the enterprise. The company insists on cultivating and advocating thecorporate culture with “people-oriented, performance first, excellent quality, and harmony” as the core values,combines the personal development goals of employees with the corporate vision, and enhances the cohesivenessand centripetal force of the enterprise.
(2) Business model
The company deeply engages in segmenting the target market, provides diversified product supply services forcustomers in different areas of the industry chain, establishes a multi-level product supply network coveringonline and offline, and realizes the transformation of product supply to “remoteness, intelligentization, andself-service”. In terms of grain and oil trading services, the bulk commodity trading platform www.zglsjy.com.cncreated by its subsidiary Hualian Company efficiently integrates business flow, logistics, and information flow,improves circulation efficiency, and provides spot listings, one-way bidding, basis price, financing, logistics,quality inspection, information and other services for internal business units, suppliers and customers. In terms ofe-commerce, SZCH Doximi actively promotes the development of new grain retail formats such as “Internet +Grain” and “Community Automatic Grain Sales Stations”, and has opened channels on e-commerce platformssuch as Tmall and Jingdong Mall so as to promote the deep integration of online and offline e-commerceplatforms. In terms of group meal supply, its subsidiary SZCH Beige has established a one-stop distributionservice platform serving large end customers, providing high-quality and safe smart group meal food services forgroup users such as enterprises, schools, and government institutions. In terms of comprehensive tea drinkingservices, its subsidiary Shenbao Investment has launched a micro-complex “Cha Mi Xiang Qi” with acombination of “light drinks”, “light food” and “light retail” functions.
(3) Information technology
The company attaches great importance to the transformation and upgrading of traditional industries with moderntechnological means, and actively introduces new-generation information technologies such as the Internet ofThings, cloud computing, big data, and mobile Internet into grain management, forming an information systemthat can cover the entire industrial chain of the grain industry, and promoting the “Internet + Grain” industry
development. The company’s informatization construction capability is at the leading level in the grain reservesindustry, taking the lead in building the warehouse management of “standardization, mechanization,informatization, and harmlessness” in the industry, the self-developed “Grain Logistics Information System(SZCG GLS)” has built a framework for the construction of grain informatization work, innovated the grainmanagement model, led the development direction of the grain industry, and became a benchmark for the nationalgrain industry. The project was awarded the “National IoT Major Application Demonstration Project” by theNational Development and Reform Commission and the Ministry of Finance. The company has undertaken anumber of national-level research projects, the results of a number of informatization projects have won national,provincial and municipal awards, and dozens of information systems have been developed and are operatingnormally.
(4) R&D capabilities
The company has strong research and development capabilities in the field of food and beverage, and gathersleading technological advantages and equipment systems. The subsidiary Shenbao Huacheng owns the Jiangxiprovincial enterprise technology center, Shenzhen municipal research and development center (technology center)and Shenzhen plant deep processing technology engineering laboratory and have obtained national high-techenterprise certification. And also owns a number of patented technologies for tea powder, tea concentrated juiceand plant extraction independently researched and developed, published dozens of scientific papers, and won anumber of awards such as Science and Technology Progress Award of the Ministry of Agriculture, ShennongChinese Agricultural Science & Technology Award of the Chines Society of Agriculture, Science & TechnologyAchievement Award of Chinese Academy of Agricultural Sciences, Science and Technology Award of ChinaNational Light Industry Council, Zhejiang Science and Technology Award, Jiangxi Science and TechnologyProgress Award and Shenzhen Science & Technology Progress Award, etc., presided over or participated in thepreparation of a national standards “GBT 21733-2008 Tea Beverages” and two industry standards, i.e. “TeaConcentrates for Food Industry - Light Industry Standard QB-T 4068- 2010” and “Instant Tea for Food Industry -Light Industry Standard QB-T 4067-2010”. Wuhan Jiacheng Company is a national-level high-tech enterprise, asupporting unit of Hubei Food Fermentation Engineering Technology Research Center, a key backbone enterprisein the national biological fermentation industry, a unit undertaking national agricultural transfer funds, innovationfunds, and major key projects, and has participated in drafting a number of national standards, industrydevelopment plans and related policies, and has published dozens of papers, monographs, and has a number ofnational patents for invention.
(5) Quality control
The company implements grain and oil quality standards that are higher than national standards. The subordinateShenliang Quality Inspection has the leading grain and oil quality inspection technology and equipment in thedomestic grain industry, and is included in the national grain quality supervision and inspection system. It wasawarded the “Guangdong Shenzhen National Grain Quality Monitoring Station” by the State Administration ofGrain and obtained the assessment certificate of agricultural product quality and safety inspection agency (CATL)and the qualification certificate of inspection agency (CMA) etc, and passed the certification of a number of
testing capability items. Shenliang Quality Inspection lists pesticide residues, heavy metal pollutants, fungaltoxins and other hygiene indicators as well as food taste indicators in the daily inspection indicators. It has theability to detect four types of indicators of generic quality, storage quality, food security & quality and other fourtypes of indicators of testing capacity. The detection capability can meet the relevant quality detectionrequirements of grain and oil products, and can accurately analyze the nutritional composition and hygienicindicators of the grain and determine its storage and edible quality. It has created the “digital laboratory” in thegrain industry, real-time monitoring of the entire process of cuttings, testing, distribution, etc., relying oncollaborative platforms to save, retrieve, integrate, analyze and share grain and oil testing data to achieve 100%coverage of grain & oil product inspection. Has the internationally recognized quality control system. Itssubsidiary Shenbao Huacheng Company has established a quality control system recognized by large internationalfood and beverage companies, and has successfully passed the quality certification of global suppliers ofCoca-Cola, Lipton, Kraft, Suntory, and Nestlé. Subsidiary Wuhan Jiacheng Company’s series of products havepassed the certification of European Organic Products (EOP), US National Organic Program and other relevantsystem certification, and also obtained the product registration certificate of Russian red currant and specialregistration certificate of US FDA products for import, etc.
(6) Brand effect
The company was awarded the “Top 500 Service Enterprises in China”, “China’s Most Influential Grain & OilGroup”, “China Top Ten Grain and Oil Groups”, “China Top 100 Grain and Oil Enterprises”, “National LeadingEnterprise Supporting Grain and Oil Industrialization”, “National Quality Benchmark” and “Top 10 Food DigitalTechnology Applications”. It has been selected as one of the “First Batch of National Emergency Food SecurityEnterprises”, “Top 100 Agricultural Industrialized Head Enterprises in China”, “Top 10 Head Enterprise in theGrain Industry” and “The National Demonstration Enterprise of Assured Gain & Oil Demonstration Project”, etc..It is the “Rice Bag” trusted by the public. Strengthen brand leadership, actively explore and cultivate excellentpublic brands, rely on quality to win recognition, reputation and market share, and form a series of high-qualitygrain and oil products centered on China Good Grain and Oil, Shenzhen Well-known Brands, and ShenzhenProducts. The company owns well-known brands and platforms, such as “Shenzhen Flour”, “SZCH Duoxi”,“SZCH Yushuiqing”, “Big Kitchen”, “Shenbao Teabank”, “Ju Fang Yong”, “Cha Mi Xiang Qi”, “Sanjing”,“www.zglsjy.com.com”, and “doximi.com”, and gradually build an industrial system with complete “rice” + “tea”elements.IV. Main business analysis
1. Overview
The year 2022 was a key period for the “14
th
Five-Year Plan”. Facing complex domestic and internationalsituations, the company closely focused on the strategic goal of “building a high-quality service provider of smartgrain, oil and food supply chain”, adhered to the general principle of seeking progress while keeping performancestable, proactively served and integrated into the new development pattern of food security, deepened reform and
innovation, strengthened the coordinated support of the whole chain of production, purchase, storage, processingand marketing, consolidated the stability of supply chain, attached importance to both quantity and quality, andworked together to protect the “safety of every bide of food” of the people in the Special Administrative Region.In 2022, the company achieved the operating revenue of 8.313 billion yuan, with a year-on-year decrease of
18.02%; the total profit was 471 million yuan, with a year-on-year decrease of 8.76%, and the net profitattributable to shareholder of listed company was 421 million yuan,with a year-on-year decrease of 1.90%.
(1) Progress of key projects
The rice production line of the Northeast Grain Source Base has been put into operation, with various indicatorsexceeding expectations. The new seal-railway multimodal container or road-sea multimodal container has beenadopted to reduce grain loss, shorten transportation time, connect the channel of “grain from the North to thesouth”, and further strengthen the chain of “production, purchase, storage, processing and marketing” of grain, oiland food.Dongguan grain logistics nodes focus on both construction and operation. Shenzhen Cereals Logistics Buildinghas been officially put into operation, A1 horizontal warehouse has been accepted and put into operation, A2and A3 plots have obtained the construction licenses and the construction has been promoted in order. The portoperation licenses of No.1 and No.2 berths have been obtained, and the construction of No.3 berth has beencommenced.
(2) Reform deepening
The Company adhered to the guidance of high goals, planning at high position and promotion in high efficiency.In 2022, the company fully completed the key tasks of three-year action for state-owned enterprise reform, the“Double Hundred Action” and the action to improve the world-class management, effectively promoted the deepintegration of the Party’s leadership and corporate governance, standardized the authorized management of theboard of directors of the company and its subsidiaries, and fully implemented the tenure system and contractualmanagement of managers. The company carried out competition for management, continuously improved thescientific and technological innovation ability and digital development level, and systematically improved theenterprise management level. The company has been awarded Grade A in the second round assessment ofthree-year action for state-owned enterprise reform in Shenzhen, and the National “Double Hundred EnterpriseBenchmark” in 2021, effectively playing the demonstration and leading role of “Double Hundred Enterprise”.
(3) Other key tasks
The first was to accelerate digital transformation. The company promoted the innovative application of the newgeneration of information technology in the grain industry, continued to strengthen information construction, andconstantly improved the overall information level. Built a quality archive digital system to strengthen food qualityand safety control. Through opening up the information channel of key links such as food procurement, sales,storage and quality inspection, realized the collaborative operation among various systems, effectively improvedfood quality traceability ability, and effectively guaranteed food security; carried out flour digital production
construction project, promoted flexible production by digital means, and realized effective digital application inflour production management; carried out a number of information construction projects, signed cooperationframework agreements with Huawei and Tencent, and accelerated the digital transformation of the whole chain.The second was to give full play to the driving role of standards. The company actively participated in the revisionof major national projects and national standards, local standards and organization standards. In 2022, thecompany participated in the formulation and revision of 10 standards, among which 5 standards have beenofficially issued and enforced in 2022; steadily promoted the national food and material reserve skills masterstudio project “Reserve Rice Quality Control and Traceability Studio”; participated in the national key researchand development plan “Food Safety Key Technology Research and Development”, the key special project “FoodSpoilage and Mildew Intelligent Real-time Monitoring and Alarm, Traceability Technology ApplicationDemonstration” and the project of National Food and Strategic Reserves Administration “Quality Wheat for BreadQuality Analysis Index System Research and Wheat Quality Inspection Analysis”.The third was to strengthen internal control and management.The company deepened the implementation ofsix-in-one “big risk control” management mechanism integrating “risk management + internal control andmanagement + legal compliance + audit + production safety + quality safety”, and promoted the full coverage ofindependent evaluation and risk assessment of subordinate enterprises; dealt with problems left over from the pastby means of “case to bankruptcy review, consolidation by merger, independent liquidation and destocking”;constantly promoted the rectification of classification according to law, inspection according to law andadministration according to law, and effectively implemented the security and confidentiality work; strengthenedthe cost control in the whole process of projects, and the total reduction rate of project cost was 6.98%; improvedthe fund management system, promoted the replacement of own funds, built a unified fund supervision platform,and completed the long-term supervision mechanism for fund security inspection.The fourth was to strengthen brand building. Combined with the brand building practice, the company formulatedand issued Brand Building Report (Brand Improvement Management Plan) of SZCH, which provided strong basisand guidance for the brand building and development, and effectively promoted the sustainable and high-qualitydevelopment of the company brands. A total of 16 products of subordinate companies including SZCH Doximi,SZCH Big Kitchen, SZCH Food, SZCH Axunge and Flour Company, won the title of “Shenzhen Products”; FlourCompany and SZCH Big Kitchen were awarded the title of “Enterprise with Outstanding Contribution toAgricultural Products Support”; SZCH Big Kitchen was awarded municipal AAA level enterprise of quality safetyand standard management of agricultural products and selected into the 11
th
batch of “National Credible Grain andOil Demonstration Enterprises”; SZCH Food won the first prize in the essay category of the National Final of the
th
“National Brand Story Competition”; Shenbao Huacheng was awarded the title of the 12
th
“ShenzhenTime-honored Brand”; Wuhan Jiacheng won the first batch of innovative small and medium-sized enterprises inHubei Province.
2. Revenue(Income) and cost
(1) Component of operating revenue
Unit: RMB/CNY
| 2022 | 2021 | Increase/decrease y-o-y (+,-) | |||
| Amount | Ratio in operating revenue | Amount | Ratio in operating revenue | ||
| Total operating revenue | 8,312,723,058.19 | 100% | 10,139,563,710.11 | 100% | -18.02% |
| According to industries | |||||
| Wholesale and retail | 6,478,281,826.57 | 77.93% | 8,364,236,216.21 | 82.49% | -22.55% |
| Leasing and business services | 998,700,581.84 | 12.01% | 1,003,311,609.05 | 9.90% | -0.46% |
| Manufacturing | 835,740,649.78 | 10.06% | 772,015,884.85 | 7.61% | 8.25% |
| According to products | |||||
| Grain & oil trading and processing | 7,060,875,537.13 | 84.94% | 8,898,880,048.64 | 87.76% | -20.65% |
| Grain & oil storage logistics and services | 914,687,968.81 | 11.00% | 883,450,005.50 | 8.71% | 3.54% |
| Food, beverage and tea processing | 253,146,939.22 | 3.05% | 237,372,052.42 | 2.34% | 6.65% |
| Leasing and others | 84,012,613.03 | 1.01% | 119,861,603.55 | 1.19% | -29.91% |
| According to region | |||||
| Domestic market | 8,273,944,947.64 | 99.53% | 10,096,185,227.04 | 99.57% | -18.05% |
| Exportation | 38,778,110.55 | 0.47% | 43,378,483.07 | 0.43% | -10.61% |
| According to sale model | |||||
| Direct sale | 8,312,723,058.19 | 100.00% | 10,139,563,710.11 | 100.00% | -18.02% |
(2) Industries, products, regions and sales model that account for more than 10% of the operating revenueor operating profit of the Company
? Applicable □Not applicable
Unit: RMB/CNY
| Operating revenue | Operating cost | Gross profit ratio | Increase/decrease of operating revenue y-o-y | Increase/decrease of operating cost y-o-y | Increase/decrease of gross profit ratio y-o-y | |
| According to industries | ||||||
| Wholesale and retail | 6,478,281,826.57 | 6,080,180,348.76 | 6.15% | -22.55% | -22.33% | -0.26% |
| According to products | ||||||
| Grain & oil trading and processing | 7,060,875,537.13 | 6,639,166,623.24 | 5.97% | -20.65% | -20.66% | 0.00% |
| According to region | ||||||
| Domestic market | 8,273,944,947.64 | 7,141,712,718.11 | 13.68% | -18.05% | -19.14% | 1.17% |
| According to sale model | ||||||
| Direct sale | 8,312,723,058.19 | 7,172,858,434.85 | 13.71% | -18.02% | -19.04% | 1.08% |
In the event that the statistical caliber of the company’s main business data is adjusted during the reporting period, the main businessdata of the company has been adjusted according to the caliber at the end of the reporting period in the past year
□ Applicable ?Not applicable
(3) Revenue from physical sales larger than revenue from labors
? Yes □ No
| Industries | Item | Unit | 2022 | 2021 | Increase/decrease y-o-y (+,-) |
| Wholesale and retail | Sales volume | Ton | 2,187,056.83 | 3,195,514.47 | -31.56% |
| Output | |||||
| Storage | Ton | 1,160,079.24 | 1,172,796.47 | -1.08% |
Reasons for y-o-y relevant data with over 30% changes
□ Applicable ?Not applicable
In 2022, the wholesale and retail sales volume was 2,187,100 tons, a year-on-year decrease of 31.56% compared to that of 2021,mainly due to the comprehensive impact of factors such as high fluctuations in grain and oil prices leading to a decrease in marketdemand, resulting in a decrease in the company’s grain and oil trade sales volume.
(4) Performance of significant sales contracts, major procurement contract entered into by the company upto the current reporting period
□ Applicable ? Not applicable
(5) Component of operation cost
Classification of industries and products
Unit: RMB/CNY
| Industries | Item | 2022 | 2021 | Increase/decrease y-o-y (+,-) | ||
| Amount | Ratio in operation cost | Amount | Ratio in operation cost | |||
| Wholesale and retail | Raw materials | 6,080,180,348.76 | 84.77% | 7,828,435,792.29 | 88.36% | -22.33% |
ExplanationThe main business income of the company is from grain and oil trade and reserve services, and the corresponding cost expenditure ismainly the procurement cost of grain and oil trade.
(6) Whether changes in the scope of consolidation in reporting period
?Yes □NoIn this period, Zhenpin Market Operation Technology Co., Ltd. and Shenliang Hongli Grain and Oil (Shenzhen) Co., Ltd. were newlyestablished. The company lost its control right over Hangzhou Ju Fang Yong Trading Co., Ltd. as the latter was transferred to thedesignated manager of the court due to bankruptcy liquidation. Shenzhen Shenbao Technology Center Co., Ltd. (hereinafter referred toas “Shenbao Technology”) was absorbed and merged by Shenbao Huacheng before being cancelled.
(7) Material changes or adjustment for products or services of the Company in reporting period
□ Applicable ? Not applicable
(8) Major sales clients and main suppliers
Major sales clients of the Company
| Total top five clients in sales (RMB) | 2,427,324,802.27 |
| Proportion in total annual sales volume for top five clients | 29.21% |
| Proportion in total annual sales volume for related sales among top five clients | 0.00% |
Top five clients of the Company
| Serial | Name | Sales (RMB) | Proportion in total annual sales |
| 1 | Client I | 728,839,685.27 | 8.77% |
| 2 | Client II | 511,672,103.95 | 6.16% |
| 3 | Client III | 483,390,744.83 | 5.82% |
| 4 | Client IV | 354,962,775.72 | 4.27% |
| 5 | Client V | 348,459,492.50 | 4.19% |
| Total | -- | 2,427,324,802.27 | 29.21% |
Other explanation on main clients
□ Applicable ? Not applicable
Main suppliers of the Company
| Total purchase amount from top five suppliers (RMB) | 2,539,311,117.40 |
| Proportion in total annual purchase amount for top five suppliers | 35.83% |
| Proportion in total annual purchase amount from related purchase among top five suppliers | 0.00% |
Top five suppliers of the Company
| Serial | Name | Sum of purchase (RMB) | Proportion in total annual sum of purchase |
| 1 | Supplier I | 1,004,715,867.54 | 14.18% |
| 2 | Supplier II | 639,279,986.01 | 9.02% |
| 3 | Supplier III | 346,777,874.34 | 4.89% |
| 4 | Supplier IV | 326,468,438.50 | 4.61% |
| 5 | Supplier V | 222,068,951.01 | 3.13% |
| Total | -- | 2,539,311,117.40 | 35.83% |
Other explanation on main suppliers
□ Applicable ? Not applicable
3. Expenses
Unit: RMB/CNY
| 2022 | 2021 | Increase/decrease y-o-y (+,-) | Note of major changes | |
| Sales expenses | 175,760,616.70 | 250,216,473.67 | -29.76% | As market demand reduced due to the high fluctuations in grain and oil prices and other factors, the company’s grain and oil trade revenue has decreased, and related sales expenses have decreased year-on-year. |
| Administration expenses | 280,557,640.12 | 300,735,585.34 | -6.71% | |
| Financial expenses | 51,357,048.55 | 56,368,586.68 | -8.89% | |
| R&D expenses | 18,549,053.04 | 20,689,494.13 | -10.35% |
4. R &D investment
| Projects | Purpose | Progress | Goals to be achieved | Expected impact on the future development of the Company |
| SZCH quality archive digital system | By opening up information channels in key links such as grain procurement, sales, storage and quality inspection, | Completed | Realize strict inspection and supervision of grain warehousing, storage and ex-warehouse, and | Strengthen grain quality control and traceability inspection, meet the requirements of external |
| learn about the quality and storage of grain in time. | improve the traceability ability of grain quality. | supervision and inspection, and effectively ensure food security. | ||
| SZCH contract digital management system | By creating management modules related to supplier/customer management, contract signing management, contract execution supervision and statistical evaluation, fully improve contract digital supervision ability and level. | Completed | Strengthen contract risk control and supervision management, and realize automatic early warning and intelligent calculation of contract management. | Improve the digital level of contract management and realize the whole process and life cycle management of contract. |
| SZCH “One enterprise, one screen” management system (Phase III) | By improving and optimizing the national reserve grain depot management and inventory dynamic and real-time data display function, further upgrade and improve the "one enterprise, one screen" system. | Completed | Optimize the information display of reserve grain depot, and seamlessly connect with the "smart state-owned assets center screen" system of the municipal State-owned Assets Supervision and Administration Commission. | Strengthen enterprise data resource management, development and utilization, and make full use of big data to reflect the comprehensive operation status and development trend of the company. |
| SZCH account management system (Phase II) | By upgrading and improving the functional module of account declaration management system, realize interconnection between the account system, CBS fund management system and EAS system. | Completed | Strengthen company fund management, improve user experience, and strengthen internal risk control. | Improve the overall financial work efficiency of the company, and achieve full coverage of online fund control. |
| SZCH supply chain system interface integration project | By conducting interface integration, improve data transmission time efficiency between systems, and solve untimely system data synchronization. | Completed | Improve the operation efficiency of business system and meet the information construction requirements of comprehensive management and control. | Realize vertical connection between superiors and subordinates, horizontal integration between business and financial modules, and promote the transformation of business model and the improvement of management quality. |
| SZCH brand digital management platform | By collecting and making statistics of company trademark data, avoid risks of trademark registration, rejection and infringement, and improve the standardization and systematization of company trademark management. | Completed | Improve the comprehensive utilization level of trademark resources, and empower company brand asset management. | Further enhance brand value and lay a good foundation for the subsequent cultivation and development of dominant brands. |
| SZCH investment management system | Through the functions of development project information management, annual investment budget management, monthly investment progress filling, improve the efficiency of investment project management. | Completed | Strengthen comprehensive supervision over investment projects and achieve standardized and refined investment management. | Strengthen the process control of investment projects, and realize the collection and recording of relevant information and data in the whole life cycle of investment projects. |
| SZCH cloud 2.0 project | By upgrading and reforming SZCH Cloud APP, optimize the functions of enterprise operation data analysis, inventory data analysis, grain depot operation analysis, and improve management efficiency and service level. | Completed | Highlight enterprise management and services, intuitively show the industry characteristics of enterprise and management overview, and reduce management costs. | Strengthen the comprehensive development and utilization of data resources, and build a cloud platform for enterprise comprehensive operation analysis and decision-making assistance. |
? Applicable □ Not applicable
Personnel of R&D
| 2022 | 2021 | Change ratio(+,-) | |
| Number of R&D (people) | 136 | 113 | 20.35% |
| Ratio of number of R&D | 11.00% | 8.84% | 2.16% |
| Educational background | |||
| Undergraduate | 65 | 58 | 12.07% |
| Master | 29 | 26 | 11.54% |
| Age composition | |||
| Under 30 | 44 | 36 | 22.22% |
| 30~40 | 49 | 39 | 25.64% |
Investment of R&D
| 2022 | 2021 | Change ratio(+,-) | |
| R&D investment (RMB) | 58,336,915.06 | 84,730,659.76 | -31.15% |
| Ratio of R&D investment in operation revenue | 0.70% | 0.84% | -0.14% |
| Capitalization of R&D investment (RMB) | 0.00 | 0.00 | 0.00% |
| Ratio of capitalization of R&D investment in R&D investment | 0.00% | 0.00% | 0.00% |
Describe reasons for significant changes in component of the R&D personnel and related impact
□Applicable ?Not applicable
Describe reasons for significant changes in the proportion of total R&D investment accounting for operation income compared withthat of last year
□ Applicable ? Not applicable
Describe reason for the great change in R&D investment capitalization rate and relevant rationality.
□ Applicable ? Not applicable
5. Cash flow
Unit: RMB/CNY
| Item | 2022 | 2021 | Increase/decrease y-o-y (+,-) |
| Subtotal of cash inflow from operation activity | 8,994,941,611.03 | 11,397,219,997.66 | -21.08% |
| Subtotal of cash outflow from operation activity | 8,463,052,844.39 | 10,956,823,968.12 | -22.76% |
| Net cash flow arising from operating activities | 531,888,766.64 | 440,396,029.54 | 20.78% |
| Subtotal of cash inflow from investment activity | 1,289,883,392.34 | 517,815,659.81 | 149.10% |
| Subtotal of cash outflow from investment activity | 1,304,661,803.05 | 1,061,777,870.59 | 22.88% |
| Net cash flow from investment activity | -14,778,410.71 | -543,962,210.78 | -97.28% |
| Subtotal of cash inflow from financing activity | 3,643,844,014.55 | 3,191,992,562.34 | 14.16% |
| Subtotal of cash outflow from financing activity | 4,157,396,506.10 | 3,229,400,452.40 | 28.74% |
| Net cash flow arising from financing activity | -513,552,491.55 | -37,407,890.06 | 1,272.85% |
| Net increased amount of cash and cash equivalent | 3,725,389.06 | -141,124,145.74 | -102.64% |
Describe reasons for major y-o-y changes of relevant data? Applicable □ Not applicable
(1) The cash inflow from operating activities in this period decreased by 21.08% compared to the same period last year, mainlybecause the company’s grain and oil trade revenue decreased, resulting in a decrease in cash inflow, as the market demand reduceddue to high fluctuations in grain and oil prices and other factors;
(2) The cash outflow from operating activities in this period decreased by 22.76% compared to the same period last year, mainlybecause the company’s grain and oil trade revenue decreased, and related procurement expenses decreased, resulting in a decrease incash outflow, as the market demand reduced due to high fluctuations in grain and oil prices and other factors;due to the comprehensive impact of factors such as high fluctuations in grain and oil prices leading to a decrease in market demand. ;
(3) The cash inflow from investment activities in this period increased by 149.10% compared to the same period last year, mainlybecause there were more financial products purchased by the company with idle funds redeemed upon maturity compared to thesame period last year;
(4) The cash outflow from investment activities in this period increased by 22.88% compared to the same period last year, mainly
because the company used idle funds to purchase financial products;Describe reasons for major difference between the cash flow of operation activity in reporting period and net profit of the Company
□ Applicable ? Not applicable
V. Analysis of non-main business? Applicable □ Not applicable
Unit: RMB/CNY
| Amount | Ratio in total profit | Description of formation | Whether be sustainable | |
| Investment income | 2,229,228.54 | 0.47% | Mainly financial management income and recognition of investment income from associated enterprises | Unsustainable |
| Gains/losses of fair value variation | 18,546.91 | 0.00% | Unsustainable | |
| Asset impairment | -142,507,365.87 | -30.26% | Mainly due to provision for inventory depreciation | Unsustainable |
| Non-operating income | 7,995,011.97 | 1.70% | Mainly to confirm the income from liquidated damages for operating contracts | Unsustainable |
| Non-operating expense | 985,871.48 | 0.21% | Unsustainable |
VI. Analysis of assets and liabilities
1. Major changes of assets component
Unit: RMB/CNY
| Year-end of 2022 | Year-begin of 2022 | Ratio changes | Notes of major changes | |||
| Amount | Ratio in total assets | Amount | Ratio in total assets | |||
| Monetary fund | 54,103,771.00 | 0.73% | 50,409,923.65 | 0.66% | 0.07% | |
| Account receivable | 236,829,100.95 | 3.18% | 283,047,341.62 | 3.69% | -0.51% | |
| Contract assets | 0.00 | 0.00% | 0.00 | 0.00% | 0.00% | |
| Inventory | 3,599,041,970.52 | 48.37% | 3,460,618,674.81 | 45.12% | 3.25% | |
| Investment real estate | 217,137,461.76 | 2.92% | 233,096,698.49 | 3.04% | -0.12% | |
| Long-term | 70,676,534.63 | 0.95% | 73,490,443.49 | 0.96% | -0.01% | |
| equity investment | ||||||
| Fix assets | 2,141,336,538.86 | 28.78% | 2,127,831,149.19 | 27.74% | 1.04% | |
| Construction in progress | 186,884,912.13 | 2.51% | 207,946,539.97 | 2.71% | -0.20% | |
| Right-of-use assets | 78,304,838.28 | 1.05% | 97,648,674.06 | 1.27% | -0.22% | |
| Short-term loans | 1,192,211,087.37 | 16.02% | 504,766,782.25 | 6.58% | 9.44% | Mainly due to increase in operating loans during the current period. |
| Contract liability | 110,177,908.96 | 1.48% | 182,972,314.85 | 2.39% | -0.91% | |
| Long-term loans | 0.00 | 0.00% | 730,521,692.22 | 9.52% | -9.52% | Mainly due to the company’s repayment of long-term loans at the end of the period. |
| Lease liability | 60,436,879.66 | 0.81% | 80,173,743.75 | 1.05% | -0.24% |
Foreign assets account for a relatively high proportion
□ Applicable ? Not applicable
2. Assets and liabilities measured by fair value
? Applicable □ Not applicable
Unit: RMB/CNY
| Item | Amount at the beginning period | Changes of fair value gains/losses in this period | Accumulative changes of fair value reckoned into equity | Devaluation of withdrawing in the period | Amount of purchase in the period | Amount of sale in the period | Other changes | Amount in the end of period |
| Financial assets | ||||||||
| 1.Tradable financial assets (excluding derivative financial assets) | 211,060,770.50 | 307,033.09 | 164,691,150.68 | 46,676,652.91 | ||||
| Subtotal of | 211,060,770.50 | 307,033.09 | 164,69 | 46,676,652.91 | ||||
| financial assets | 1,150.68 | |||||||
| Other non-current financial assets | 57,500.00 | 57,500.00 | ||||||
| Aforementioned total | 211,118,270.50 | 307,033.09 | 0.00 | 0.00 | 0.00 | 164,691,150.68 | 0.00 | 46,734,152.91 |
| Financial liabilities | 0.00 | 288,486.18 | 288,486.18 |
Other changeN/AAre there major changes on measurement attributes for main assets of the Company in reporting period?
□ Yes ?No
3. The assets rights restricted till end of the period
| Item | Book value at period-end | Reasons for restriction |
| Monetary fund | 1,008,301.74 | Guarantee deposit, credit deposit, etc. |
| Total | 1,008,301.74 |
VII. Investment analysis
1. Overall situation
? Applicable □ Not applicable
| Investment in reporting period (RMB) | Investment in the same period of last year (RMB) | Changes (+,-) |
| 78,284,825.00 | 540,741,002.73 | -86.00% |
2.The major equity investment obtained in the reporting period
? Applicable □ Not applicable
3.The major non-equity investment performed in the reporting period
? Applicable □ Not applicable
4. Financial assets investment
(1) Securities investment
? Applicable □ Not applicable
Unit: RMB/CNY
| Variety of securities | Code of securities | Short form of securities | Initial investment cost | Accounting measurement model | Book value at the beginning of the period | Changes in fair value of the current profit and loss | Cumulative fair value changes in equity | Current purchase amount | Current sales amount | Profit and loss in the Reporting Period | Book value at the end of the period | Accounting subject | Capital Source |
| Domestic and overseas stock | 000017 | Zhonghua-A | 0.00 | Fair value measurements | 921,099.27 | 307,033.09 | 0.00 | 0.00 | 0.00 | 307,033.09 | 1,228,132.36 | Tradable financial assets | Debt rescheduled shares |
| Total | 0.00 | -- | 921,099.27 | 307,033.09 | 0.00 | 0.00 | 0.00 | 307,033.09 | 1,228,132.36 | -- | -- | ||
(2) Derivative investment
□ Applicable ?Not applicable
The Company has no derivatives investment in the Period
5. Application of raised proceeds
□ Applicable ?Not applicable
There was no use of raised funds during the reporting period of the company.
VIII. Sales of major assets and equity
1. Sales of major assets
□ Applicable ?Not applicable
The Company had no sales of major assets in the reporting period.
2. Sales of major equity
□ Applicable ? Not applicable
IX. Analysis of main holding company and stock-jointly companies? Applicable□Not applicable
Particular about main subsidiaries and stock-jointly companies net profit over 10%
Unit: RMB/CNY
| Company name | Type | Main business | Register capital | Total assets | Net assets | Operating revenue | Operating profit | Net profit |
| Shenzhen Cereals Group Co., Ltd | Subsidiary | Grain & oil trading processing,grain and oil reserve service | 1,530,000,000 | 7,583,202,822.83 | 4,105,190,987.33 | 7,862,449,432.51 | 345,968,010.05 | 300,128,204.88 |
| Shenzhen Hualian Grain and Oil Trading Co., Ltd. | Subsidiary | Grain & oil trading | 100,000,000 | 1,351,456,191.58 | 275,992,369.89 | 1,835,298,577.12 | 128,094,938.83 | 107,407,979.45 |
| Shenzhen Flour Co., Ltd | Subsidiary | Grain & oil trading and processing | 30,000,000 | 934,188,811.16 | 143,123,067.28 | 1,910,558,487.99 | 76,227,544.95 | 61,325,794.55 |
| Dongguan Shenliang Logistics Co., Ltd. | Subsidiary | Grain & oil trading processing,warehouse, and logistics | 298,000,000.00 | 2,621,909,269.72 | 374,436,566.56 | 2,177,945,414.70 | 59,517,361.09 | 44,856,441.02 |
Particular about subsidiaries obtained or disposed in reporting period? Applicable □ Not applicable
| Company name | The way of getting and treating subsidiary in the reporting | Influence on overall product and performance |
| Hangzhou Ju Fang Yong Trading Co., Ltd. | Transferred to the designated administrator of the court due to bankruptcy liquidation | No substantial operation, with minimal impact on overall production, operation, and performance |
Explanation on main holding/stock-jointly enterprise:
Shenzhen Cereals Group Co., Ltd: Business scope: general business items: grain and oil purchase and sales, grainand oil storage; grain and oil and products management and processing (operated by branches); operation andprocessing of feed (operated by outsourcing); investment in grain and oil, feed logistics projects; establishinggrain and oil and feed trading market (including e-commerce market) (market license is also available); storage(operated by branches); development, operation and management of free property; providing managementservices for hotels; investing and setting up industries (specific projects are separately declared); domestic trade;engaging in import and export business; E-commerce and information construction; and grain circulation service.Licensed business items: the following projects shall be operated only with the relevant examination and approvaldocuments if they are involved in obtaining approval: information services (internet information service only);general freight, professional transport (refrigerated preservation). Register capital is 1,530,000,000.00 yuan. As ofthe end of current period, total assets reached 7,583,202,822.83 yuan, and net assets amounted to4,105,190,987.33 yuan, and shareholders’ equity attributable to parent company was 3,883,239,775.98 yuan; inthe reporting period, the operation revenue, net profit and net profit attributable to shareholder of parent companywere 7,862,449,432.51 yuan, 300,128,204.88 yuan and 278,213,700.94 yuan respectively.Shenzhen Hualian Grain and Oil Trading Co., Ltd.: Business scope: general business items: domestic trade(except for projects that laws, administrative regulations, and decisions of the State Council require approvalbefore registration); engaging in import and export business (except for projects prohibited by laws,administrative regulations, and decision of the State Council, restricted projects can be operated only afterobtaining permission); online feed sales; information consultation, self-owned housing leasing (excluding talentagency services and other restricted items); international freight forwarding, domestic freight forwarding (canonly be operated after being approved by the transport department if laws, administrative regulations, StateCouncil decision require the approval of transport department); Licensed business items: following items shall beoperated only with the relevant examination and approval documents if they are involved in obtaining approval:
purchase and sale of grain and oil, online sales of grain and oil; information service business (internet informationservice business only). Register capital is 100,000,000.00 yuan. As of the end of current period, total assetsreached 1,351,456,191.58 yuan, and net assets amounted to 275,992,369.89 yuan, and shareholders’ equityattributable to parent company was 248,258,239.74 yuan; in the reporting period, the operation revenue, net profitand net profit attributable to shareholder of parent company were 1,835,298,577.12 yuan, 107,407,979.45 yuanand 107,370,535.97 yuan respectively.Shenzhen Flour Co., Ltd: Business scope: general business items: hardware and electrical equipment, chemicalproducts (excluding hazardous chemicals and restricted items), auto parts, purchase and sales of constructionmaterials; self-operated import and export business (carry out according to the provisions of the registrationcertificate SMGDZZ No. 76); domestic trade (excluding franchise, exclusive control, monopoly commodities);wheat wholesale and retail. Licensed business items: following items shall be operated only with the relevantexamination and approval documents if they are involved in obtaining approval: flour processing and production.Register capital is 30,000,000.00 yuan.As of the end of current period, total assets reached 934,188,811.16 yuan,
and net assets amounted to 143,123,067.28 yuan, and shareholders’ equity attributable to parent company was143,123,067.28 yuan; in the reporting period, the operation revenue, net profit and net profit attributable toshareholder of parent company were 1,910,558,487.99 yuan, 61,325,794.55 yuan and 61,325,794.55 yuanrespectively.Dongguan Shenliang Logistics Co., Ltd. Business scope: General business items: Container and bulk cargostorage and other supporting services; Container and bulk cargo transportation; Production: food (grain and oil),feed and feed additives; Grain procurement; Wholesale and retail: prepackaged food (grain and oil), bulk food(grain and oil), feed and feed additives; Port operations, loading and unloading of steel and general cargo at ports;Road freight transportation; Water transportation, water transportation services; Grain and oil storage; InternetInformation Services; Technical services for grain, oil, and feed quality inspection; hotel management; Industrialinvestment; Market operation management; Supply chain management services; International freight forwarding,domestic freight forwarding; Customs declaration agency and inspection agency; Property management andleasing; Import and export of goods and technology. Projects that require approval according to law can only beoperated with the approval of relevant departments. Its registered capital is 2,980,000.00 yuan. As of the end ofthe reporting period, the total assets reached 2,621,909,269.72 yuan, the net assets amounted to 374,436,566.56yuan, and the equity attributable to the shareholders of the parent company was 374,436,566.56 yuan; During thereporting period, the operating income, the net profit and the net profit attributable to the parent company were2,177,945,414.70 yuan, 44,856,441.02 yuan, 44,856,441.02 yuan respectively.
X. Structured vehicle controlled by the Company
□ Applicable ? Not applicable
XI. Prospects on future development
(i) Development trend and competition layout of the industry(i) Development trend and competition layout of the industryAt present, the domestic grain and oil trade, processing, and logistics industries are full-circulation sectors, withhigh degree of marketization, numerous participating companies and fierce competition. Central enterprises andlarge local grain enterprises have relatively complete warehousing and logistics facilities, and enjoy a number ofnational policies; in recent years, a large number of outstanding national and regional private grain enterpriseshave come to the fore; with the development of China’s grain marketization, foreign grain enterprises haveemerged in our country’s grain market, and further intensified the competition in the grain and oil industry byrelying on abundant resources, strong financial strength and mature management experience. The grain industry inShenzhen is developing vigorously, there are many grain and oil processing enterprises with a certain scale andmany small and medium-sized enterprises in the area, with the advancement of the “dual-zone construction”, thepopulation of cities in the Pearl River Delta has increased, and people’s living standards have improved, thecompetition in the food market is orderly and unprecedentedly fierce.
(ii) The company’s development strategyDuring the 14
th
Five-Year Plan, the Company will focus on the main business of grain, oil and food, conform tothe country’s new development requirements for the grain industry, i.e. “agriculture head and industry tail”, “grainhead and food tail”, “three chains integration”, etc., seize the major historical opportunities of current significanthistorical opportunities such as the construction of the Guangdong - Hong Kong - Macao Greater Bay Area andthe construction of the Shenzhen Pilot Demonstration Area, and innovate the development strategy of “one chain,two parks and N platforms”, to build a regional leading “grain eastern and southern coastal logistic corridor” with“high-quality grain source base + regional comprehensive park + urban distribution center” and create a nationalfirst-class “smart grain, oil and food supply chain quality service providers”.(iii) Operation plan for year of 2023In 2023, SZCH will continue to adhere to the general principle for industrial development of “agriculture head andindustry tail”, “grain head and food tail”, “three chains integration”, firmly grasp the initiative of food security,and make progress while maintaining stability, adhere to high-quality development and strive to achieve businessgoals. Focus on the following tasks:
1．Adhere to the guidance of Party construction and strengthen political supervision. The company will continueto study and implement the spirits of the 20
thCPC National Congress, effectively transform them into a powerfulforce guiding practice and promoting company development, innovate ideas and measures, improve the systemand mechanism, and promote the high-quality development of various company works.2．Improve economic performance and stimulate growth against trend. The company will overcome the adverseeffects of complex and changeable internal and external environments, ensure stable and smooth supply chains,and mitigate the impact of weak demand on sales by strengthening bulk trade, optimizing the market of chaincatering and industrial rice, expanding e-commerce and preferential group buying. Combined with thedevelopment goal of industrial chain extension, continue to search for and study emerging industries in strongsynergy with the company.3．Optimize variety structure and shoulder the heavy task of food security. The company will further optimizethe variety structure and regional distribution of grain and oil, and expand the guarantee and supply channels ofhigh-quality finished grain in Shenzhen; actively promote the renovation and expansion project of municipalwarehouses, cooperate with the construction of Shenzhen-Shantou grain reserve depot project, and improve theefficiency and distribution capacity of emergency grain logistics; continue to enhance hard power and give fullplay to the role of "stabilizer" in the economic development of the Special Economic Zone.4．High-quality grain project, stable promotion in the whole chain of steady progress. The company will steadilyimplement the strategic path of "one chain and two parks", focus on "extending industrial chain and buildingsupply chain" for resource allocation, promote high-quality development of the whole chain of production,purchase, storage, processing and marketing of high-quality grain, carry out high-quality grain projects, and focuson the construction of Northeast Grain Source Base, Dongguan grain logistics nodes, Pinghu Warehouse
renovation and expansion projects.5．Activate internal driving forces and deepen reform. The company will further improve the company system,promote the corporate governance structure optimization, promote the standardized operation; continue to carryout comprehensive reform works, consolidate the achievements of the three-year action of state-owned enterprises,coordinate short-term and medium and long-term development, and strengthen the systematization, integrationand synergy of enterprise reform.6．Strengthen risk prevention and strictly observe compliance bottom line. The company will make efforts to dealwith the relationship between increased storage and shortage of storage capacity, fund balance, market supply anddemand, and price fluctuation, strengthen internal control management and external supervision, establish a fundcontrol and management system that serves company fund security, strengthens internal mutual supervision,restraint and inspection, and optimize the asset-liability structure.(iv) Possible risks
1. Food safety risk
On the one hand, our country is paying more and more attention to food safety and strengthening the supervision.On the other hand, consumers’ awareness of food safety and rights protection is also increasing. Food safety hasbecome the industry’s number one risk, consumers' attention to food safety and cleanliness is rapidly increasing inthe short term, and put forward higher requirements for food hygiene and safety.The company has always regarded food quality and safety as the most important core work. The first is to strictlyimplement laws and regulations related to national food safety, and assume the social responsibility of supplyinghigh-quality and safe food to the market. The second is to strengthen the quality of raw materials and strengthenquality control from the source. The third is to strengthen production management, standardize productionoperations, and implement quality responsibilities. The fourth is to strengthen staff's operating skills and safetyawareness training to prevent product quality accidents caused by non-standard operations or weak food safetyawareness. The fifth is to continuously improve product quality assurance level through technologicaltransformation and technological progress. The sixth is to strengthen product transportation and storagemanagement to prevent secondary pollution of products.
2. Raw material fluctuation risk
On the one hand, with the implementation of the quantitative easing policy of the US dollar and major currenciesin the world, the speculative nature and hedging preferences of capital will cause social funds to flow into the bulkcommodity sector, which will lead to violent fluctuations in domestic and foreign bulk commodity prices. On theother hand, most countries’ controls on the export of agricultural products will have a major impact on prices; atthe same time, it will also have a direct impact on the supply of bulk agricultural and sideline products.The company will actively respond to the risk of adverse effects of price fluctuations on the company’s operationsthrough measures such as strengthening market forecasts, establishing strategic cooperation, optimizing supplymanagement, and using refined management to improve utilization.
3. Risk of intensified market competition
As a representative enterprise of regional grain, oil and food business, compared with central enterprises and largemultinational grain, oil and food enterprises, the company still has a certain gap in scale and brand awareness. Inthe future, the competition in the grain, oil and food industry will become more intense, if the company cannoteffectively promote its own brand and broaden its marketing channels, it may face greater risks when marketcompetition intensifies.In response to possible market and business risks, on the one hand, the company makes overall plans for annualprocurement, carefully optimizes procurement channels, and ensures sufficient grain supply and orderly supply.On the other hand, the company continues to strengthen communication with upstream and downstreamcustomers in the industry chain, vigorously expands sales channels, focuses on customer needs, deepens brand andservice, and enhances the company's brand value and competitiveness.
4. M&A integration risks
The company carries out investment and M&A projects in accordance with its development strategy. Whether theM&A project can form synergy with the original business and whether the integration of corporate culture andmanagement methods is in place during the critical period of integration of mergers and acquisitions are the key tothe realization of the company’s strategic goals. Inadequate management and control can easily lead to merger andacquisition risks.The company will take the following measures to prevent risks: the first is to pay attention to the operation of themerged company and the integrating degree with the company’s development strategy, and correct deviations in atimely manner; the second is to pay attention to the synergy between the merged company and the company’sexisting industry, and coordinate the deployment of resources in a timely manner; the third is to gradually realizethe integration of systems and cultures; the fourth is to increase performance improvement and innovationincentives and assessments for mergers and acquisitions, and continuously adjust incentive policies that arecompatible with operations.XII. Reception of research, communication and interview during the reporting period
□ Applicable ? Not applicable
| Reception time | Reception place | Reception mode | Reception object type | Reception Object | Main content talked about and materials provided | Index of basic situation of research |
| May 13, 2022 | Shenzhen Stock Exchange’s “Interactive Easy Platform” http://irm.cninfo.com.cn Cloud Interview Program | Written inquiry | Others | All investors | 2021 annual performance briefing | For details, please refer to the “Investor Communication Record Form of the Company's 2021 Annual Performance Explanation Meeting” |
disclosed on JuchaoWebsite (www.cninfo.com. cn) on May 13, 2022
Section IV Corporate Governance
I. Corporate governance of the Company
During the reporting period, the Company constantly improved the corporate governance structure, improved thequality of corporate governance, and established a sound internal control system, strictly in accordance withcorporate governance requirements of normative documents released by the Company Law, Securities Law,Corporate Governance Guidelines and Standard Operational Guidelines to Main Board Listed Companies ofShenzhen Stock Exchange. The Company continued to carry out the governance activities, improved the standardoperation level, and safeguarded the legitimate interests of the Company and investors.Accountability among Shareholders’ General Meeting, the Board of Directors and the board of supervisors wereclear. We strictly implemented the rules from the Articles of Association during the reporting period as well aswork regulations and other basic management system to ensure the effective implementation of the internalcontrol system.The Company received no relevant documents with administrative regulation concerned from regulatoryauthorities in reporting period, and has no particular about rectification within a time limit. From point of theBoard, corporate governance of the Company shows no difference to requirement from relevant documents withactual condition.
Is there any difference between the actual condition of corporate governance and relevant regulations about corporate governance forlisted Company from CSRC?
□ Yes ? No
There are no differences between the actual condition of corporate governance and relevant regulations about corporate governancefor listed Company from CSRC.II. Independence of the Company relative to controlling shareholder and the actual controllerin ensuring the Company’s assets, personnel, finance, organization and businessesBy the end of the reporting period, Food Materials Group is the actual controller of the Company. The Company,in strict accordance with the governance rules of listed companies and other relevant provisions, completelyseparates from the controlling shareholders in business, finance, personnel, assets, organizations, and hasindependent full business and self management ability.
1. Independent Business:
The business of the Company is independent from controlling shareholders and has complete business and selfmanagement ability, and is not dependent on the shareholders and their affiliated enterprises, which has nocompetition with controlling shareholder and its subordinate enterprises. The controlling shareholder has no direct
or indirect intervention in the Company business activities.
2. Independent Staff:
The Company has special organization to manage labor and payment, and has independent perfect personnelsystem and collective management system. General Manager of the Company as well as deputy GM, secretary ofthe Board, CFO and other senior executives receive remuneration from the Company, and don’t receiveremuneration from shareholders’ unit and subordinate enterprises and holding the post except director orsupervisor.
3. Independent Assets:
The Company has independent and integrity asset structure; There is no situation where funds or assets of thecompany are occupied by controlling shareholders for non operational purposes.
4. Independent Organization:
The Company has set up a sound organizational structure system and operates independently; there is no mixedoperation between the Company and controlling shareholders.
5. Financial Independence:
The Company, with independent financial department, has set up independent accounting system and financialmanagement system and makes financial decision independently. With independent bank accounts, and taxpayment, the Company strictly follows the financial system and has independent operation and standardizedmanagement.III. Horizontal Competition
□ Applicable ? Not applicable
IV. Annual shareholders’ general meeting and extraordinary shareholders’ general meetingheld during the reporting period
1. Annual General Meeting in the reporting period
| Ordinal number of meeting | Type | Ratio of investor participation | Date | Date of disclosure | Resolutions |
| Annual General Meeting of 2021 | AGM | 72.09% | 2022-05-18 | 2021-05-19 | Resolutions of the Annual General Meeting of 2021 (Notice No. 2022-15 ) disclosed on Juchao Website(www.cninfo.com.c |
n) on May 19, 2021
2. Request for extraordinary general meeting by preferred stockholders whose voting rights are restored
□ Applicable ? Not applicable
V. Directors, supervisors and senior executives
1. Basic information
| Name | Title | Working status | Gender | Age | Start dated of office term | End date of office term | Shares held at period-begin (share) | Number of shares increased in this period (share) | Number of shares decreased in this period (share) | Other changes (share) | Shares held at period-end (share) | Reasons for increase or decrease of shares |
| Hu Xianghai | Deputy Party Secretary, Director, GM | Currently in office | Male | 58 | 2019-02-21 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Lu Yuhe | Director, CFO | Currently in office | Female | 45 | 2021-08-02 | 2022-02-21 | 0 | 0 | 0 | 0 | - | |
| Ni Yue | Director | Currently in office | Female | 48 | 2018-05-15 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Zhao Rubing | Independent director | Currently in office | Male | 66 | 2019-02-21 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Bi Weimin | Independent director | Currently in office | Female | 66 | 2019-02-21 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Liu Haifeng | Independent director | Currently in office | Male | 51 | 2019-02-21 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Wang Huimin | Secretary of Discipline Committ | Currently in office | Female | 55 | 2018-05-15 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| ee, Chairman of the board of supervisors | ||||||||||||
| Liu Ji | Supervisor | Currently in office | Male | 47 | 2019-02-21 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Qian Wenying | Supervisor | Currently in office | Female | 50 | 2019-02-21 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Zheng Shengqiao | Staff supervisor | Currently in office | Male | 55 | 2019-02-21 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Ma Zenghai | Staff supervisor | Currently in office | Male | 58 | 2019-02-21 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Chen Xiaohua | Deputy GM, Secretary of the Board | Currently in office | Male | 56 | 2020-08-24 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Xiao Hui | Deputy GM | Currently in office | Male | 44 | 2020-02-28 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Dai Bin | Deputy GM | Currently in office | Male | 58 | 2019-02-21 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Meng Xiaoxian | Deputy GM | Currently in office | Male | 50 | 2019-09-11 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Zhu Junming | Secretary of the Party Committee and Chairman | Office leaving | Male | 58 | 2019-09-11 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Lu Qiguang | Deputy Party Secretary, Director | Office leaving | Male | 60 | 2019-02-21 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | - |
| Wang Li | Director | Office leaving | Male | 61 | 2018-05-15 | 2022-02-21 | 0 | 0 | 0 | 0 | 0 | |
| Total | -- | -- | -- | -- | -- | -- | 0 | 0 | 0 | 0 | 0 | -- |
During the reporting period, is there any departure of directors and supervisors and dismissal of senior executives? Yes □ No
1. On January 12, 2022, the Board of Directors received a written resignation report submitted by Director of the Company Mr. WangLi. Since he has reached the statutory retirement age, Mr. Wang Li applied to resign from Director of the Company, and would nolonger hold any other position in the company after resignation.
2. On June 5, 2022, Chairman of the Company Mr. Zhu Junming passed away due to illness.
3. On September 19, 2022, the Board of Directors received a written resignation report submitted by Director of the Company Mr. LuQiguang. Since he has reached the statutory retirement age, Mr. Lu Qiguang applied to resign from Director of the Company andwould no longer hold any other position in the company after resignation.Changes of directors, supervisors and senior officers? Applicable □ Not applicable
| Name | Title | Type | Date | Reason |
| Wang Li | Director | Office leaving | 2022-01-12 | Retire |
| Zhu Junming | Chairman of the BOD | Office leaving | 2022-06-05 | Pass way due to illness |
| Lu Qiguang | Director | Office leaving | 2022-09-19 | Retire |
2. Post-holding
Professional background, major working experience and present main responsibilities in Company of directors,supervisors and senior executive(i) DirectorMr. Hu Xianghai: born in 1964, master’s degree and a senior economist. He successively served as the lecturer ofShenzhen Institute of Education; director of general office of Asia Branch of the Shenzhen Huale Industrial Co.,Ltd.; director of the Shenzhen Enterprise Management Cadre Training Center; deputy secretary general and officedirector of the Secretarial Shenzhen Association of Enterprise Management and Shenzhen Association of Chineseand Foreign Entrepreneurs; director of development dept. and director of the marketing management dept. ofShenzhen Special Economic Zone Duty-Free Commodity Enterprise Company; GM of Temian ElectronicTechnology Professional Market Management Co., Ltd.; assistant to the GM and GM of enterprise dept., GM,deputy secretary of the party committee, director and GM of Shenzhen Agricultural Products Co., Ltd; served asthe president of Shenzhen South Agricultural Products Logistics Co., Ltd. while take post as assistant to thedeputy GM, and the president of Shenzhen Qianhai Agricultural Products Exchange Co., Ltd; deputy secretary ofthe party committee, director and GM of Shenzhen Cereals Group Co., Ltd. Now he serves as deputy secretary ofthe party committee, director and GM of the Company.
Ms. Lu Yehe: born in 1977, master’s degree and CPA. She previously worked as the senior auditor of Ernst &Young; the independent non-executive director, Director and CFO of China Trends Holdings Limited; CFO ofVIEIN; Director and CFO of the Shenzhen Exhibition & Convention Center Management Co., Ltd., the Directorand CFO of Shenzhen Tong Chan Group and CFO of Shenzhen Yinhu Convention Center (Hotel) Co., Ltd. Nowshe is the Director and CFO of the Company.
Ms. Ni Yue: born in 1974, master’s degree and a senior accountant. She successively served as general ledgeraccountant in Shanghai Jingan Commercial & Trade Corporation; chief accounting in Shanghai Tailong RealEstate Co., Ltd.; finance officer in Shanghai Baodi Property Co., Ltd; chief accountant in Shanghai Ruian RealEstate Co., Ltd and full-time supervisor in the enterprise directly under SASAC of Shanghai Pudong New District;Director of Shenzhen Cereals Group Co., Ltd and Shenzhen Bus Group Co., Ltd. Now she serves as Director ofthe Company, Director of Shenzhen Food Materials Group Co., Ltd and Shenzhen Special Zone ConstructionDevelopment Group Co., Ltd.
Mr. Zhao Rubin: born in 1956, master’s degree and professor of engineering. He successively served as thedirector and secretary of Gezhouba Station for EHVDC transmission from Gezhouba to Shanghai; director ofoffice and director of foreign affairs office of Gezhouba Hydro-power Plant; the secretary of party group and GMof Huaneng South Development Company; party secretary and GM of Huaneng Real Estate DevelopmentCompany; Director, deputy president, deputy party secretary of Great Wall Securities; president of Jingshun GreatWall Fund Management Co., Ltd.; deputy president of Sunshine Insurance Assets Management CorporationLimited; the outside director of Shenzhen Cereals Group Co., Ltd; independent director of Bros Eastern Co., Ltd.Now he serves as independent director of the Company; independent director of Southwest Securities Co., Ltd andDirector of Bosera Fund Management Co., Ltd.
Ms. Bi Weimin: born in 1956, doctor’s degree, and a senior accountant. She successively served as engineer of theGezhouba Power Plant, assistant director and deputy director; deputy president and director of Three GorgesFinance Company; chief economist and supervisor of China Yangtze Power Co., Ltd.; deputy chief accountant ofChina Three Gorges Corporation, the member of investment committee and director of asset finance dept. As wellas the director of enterprise management dept and legal affairs department. Now she serves as the independentdirector of the Company.
Mr. Liu Haifeng: born in 1971, doctor’ degree and a lawyer. He successively served as director of legaldepartment of Shenzhen Property Development (Group); the partner of Guangdong Xintong Laws Firm. Now heserves as independent director of the Company and first-level partner of Guangdong Hancheng Laws Firm.
(ii) Supervisor
Ms. Wang Huimin: born in 1967, master’s degree and an intermediate economist, senior HR manager and has alawyer’s qualification. She successively served as a legal adviser for Shenzhen Construction Group Co., Ltd, aneconomist, chairman of the committee of female employees, manager of HR department in ShenzhenConstruction Investment Holding Co., Ltd; director of HR department of Shenzhen Investment Holdings Co., Ltd;Deputy GM of SZPRD; Director, Deputy party secretary, Secretary of Discipline Committee and Chairman of theboard of supervisors of Shenzhen Cereals Group Co., Ltd. Now she serves as Secretary of Discipline Committeeand Chairman of the board of supervisors of the Company.
Mr. Liu Ji: born in 1975, master’s degree and an economist. He successively served as secretary of executiveBoard committee, GM of IT Engineering departmnet, GM of administrative department, GM of enterprisemanagement department and GM of investment department of Shenzhen International Holdings Limited; nonexecutive director of Shenzhen Expressway Co., ltd.; the supervisor of Shenzhen Cereals Group Co., Ltd. Now heis the supervisor of the Company; the executive director, deputy GM and secretary of the Board of ShenzhenHoldings Bay Area Development Co., Ltd.; the mediation expert of Shenzhen International Arbitration Court(Shenzhen Arbitration Commission).
Ms. Qian Wenying: born in 1972, holds a bachelor degree, a member of Association of Chartered CertifiedAccountants (ACCA), and a senior economist. She successively served as the office translator, secretary andresearcher of project investment office in Shenzhen Tagen Group Co., Ltd.; the assistant manager and manager ofmarketing department of Tagen Investment Development Co., Ltd., the director of office of the board andrepresentative of security affairs of Shenzhen Tagen Group Co., Ltd; supervisor of Shenzhen Cereals Group Co.,Ltd. Now she serves as supervisor of the Company and director of policy research office of Shenzhen Metro.
Mr. Zheng Shengqiao, born in 1967, holds a bachelor degree and an intermediate accountant. He successivelyserved as member of the special representative office of the state audit administration in Guangzhou; deputymanager of accounting department of Hong Kong Yuehai Enterprise (Group) Co., Ltd; deputy GM of CTSLogistics; CFO of the AVSHD Technology Co., Ltd; the deputy director of finance department, deputy director ofenterprise management department, director of board office, deputy secretary of discipline inspection commission,secretary of the BOS and director of discipline inspection and supervision office (office of BOS) of the ShenzhenCereals Group Co., Ltd. Now he serves as the staff supervisor, deputy secretary of discipline inspectioncommission and director of discipline inspection and supervision office (office of BOS) of the Company.
Mr. Ma Zenghai: born in 1964, master’s degree and an intermediate economist, lecturer. He successively served asthe general representative of Thailand project in Shenzhen Cereals Group Co., Ltd; president and GM ofShenzhen Hualian Grain & Oil Trade Co., ltd.; GM and secretary of the Party branch of Grease branch ofShenzhen Cereals Group Co., Ltd; head of the risk management department of Shenzhen Cereals Group Co., Ltd.Now he serves as staff supervisor and head of the risk management and internal audit department of the company.
(iii) Senior executivesMr. Chen Xiaohua, born in 1966, holds a master’s degree and is an economic manager. He served successively aschief of the secretarial section, deputy director and director of the office of the board of directors, and secretary ofthe board, director, and vice president of Shenzhen Agricultural Products Group Co., Ltd., concurrently served aschairman of Guangxi Haijixing International Logistics Co., Ltd., chairman of Tianjin Haijixing AgriculturalProducts Market Management Co., Ltd., and chairman of Tianjin Haijixing Agricultural Products Logistics Co.,Ltd. He currently serves as deputy general manager and secretary of the board of the company.
Mr. Xiao Hui, born in 1978, holds a master’s degree and is a master of finance and a master of businessadministration. He served as a staff member of the Personnel and Education Department, and a staff member, adeputy chief staff member, a chief staff member, deputy director, and director of the General Office of the People'sBank of China,; and the deputy head of the Nanshan District People’s Government. He currently serves as deputygeneral manager of the company.
Mr. Dai Bin: born in 1964, master’s degree and a senior engineer. He successively served as counselor of RadioEngineering Department of Huazhong University of Technology and secretary of the Youth League Committee; anengineer and purchasing manager of Shenzhen Huada Electronic Co., Ltd; GM of Shenzhen Shengye VentureElectronics Co., Ltd; GM of Shenzhen Zhongnong E-commerce Co., Ltd; director of information, director anddeputy GM of e-commerce center and executive director of Shenzhen Shenliang Doximi Business Co., Ltd. Nowhe serves as the deputy GM of the Company.
Mr. Meng Xiaoxian: born in 1972, master’s degree. He successively served as cadres of Shenzhen Youth LeagueSchool; member of the learning department of Shenzhen Municipal Committee of Communist Youth League,deputy director section of liaison department, director section of liaison department, director section of office,deputy director of organization and publicity department, director of office, director of community and rightsdepartment; deputy director of Pingshan New Area Public Utilities Bureau and director of Planning and LandSupervision Bureau of Shenzhen; deputy secretary of Pingshan Working Committee and director of PingshanOffice, Pingshan New District, Shenzhen; secretary of Malian Working Committee and director of Malian Office,Pingshan New District, Shenzhen; secretary of the working committee of Malian Sub-district, Pingshan District,Shenzhen, director and secretary of the working committee of Malian sub-district office of Communist Party ofCHina. Now he serves as deputy GM of the Company.
Post-holding in shareholding entities? Applicable □ Not applicable
| Name | Name of shareholding entities | Position | Start dated of office term | End date of office term | Weather receiving remuneration from shareholding |
| entities(Y/N) | |||||
| Wang Li | Shenzhen Agricultural Products Group Co., Ltd | Director | 2018-09-17 | 2022-01-12 | Y |
| Ni Yue | Shenzhen Food Materials Group Co., Ltd | Director | 2021-11-04 | N | |
| Explanation on post-holding in shareholding entities | N/A | ||||
Post-holding in other entities? Applicable □ Not applicable
| Name | Name of other entities | Position | Start dated of office term | End date of office term | Weather receiving remuneration from other entities |
| Ni Yue | Shenzhen Special Zone Construction Development Group Co., Ltd. | Director | 2021-11-04 | N | |
| Zhao Rubing | Bosera Fund Management Co., Ltd. | Independent director | 2017-12-01 | Y | |
| Zhao Rubing | Southwest Securities Co., Ltd | Independent director | 2017-03-01 | Y | |
| Liu Haifeng | Guangdong Hancheng Laws Firm | First-level partner | 2007-02-01 | Y | |
| Liu Ji | Shenzhen Holdings Bay Area Development Co., Ltd | Executive director, Deputy GM and Secretary of the Board | 2018-04-01 | Y | |
| Qian Wenying | Shenzhen Metro | Director of Policy Research Office | 2018-02-01 | Y | |
| Explanation on post-holding in shareholding entities | |||||
Punishment of securities regulatory authorities in recent three years to the Company’s current and outgoing directors, supervisors andsenior management during the reporting period
□ Applicable ? Not applicable
3. Remuneration for directors, supervisors and senior executives
Decision-making procedures, determination bases and actual payment of remunerations of directors, supervisorsand senior executivesDuring the reporting period, according to the Company Performance Management Measures, the remunerationand appraisal committee of the Company’s board of directors combined with the Company’s annual businesssituation and individual performance appraisal result and determined the salary of senior executives. During thereporting period, the subsidiary standard of independent directors is subject to the resolution by the FifthExtraordinary General Meeting of 2019 and adjusted as 138,000 yuan (tax inclusive) per year for one person.
Remuneration for directors, supervisors and senior executives in reporting period
Unit: 10 thousand Yuan
| Name | Title | Sex | Age | Post-holding status | Total remuneration obtained from the Company | Whether remuneration obtained from related party of the Company |
| Hu Xianghai | Deputy Party Secretary, Director, GM | Male | 58 | Currently in office | 136.04 | N |
| Lu Yuhe | Director, CFO | Female | 45 | Currently in office | 50 | Y |
| Ni Yue | Director | Female | 48 | Currently in office | 15 | Y |
| Zhao Rubing | Independent director | Male | 66 | Currently in office | 13.8 | N |
| Bi Weimin | Independent director | Female | 66 | Currently in office | 13.8 | N |
| Liu Haifeng | Independent director | Male | 51 | Currently in office | 13.8 | N |
| Wang Huimin | Secretary of Discipline Committee, Chairman of the board of supervisors | Female | 55 | Currently in office | 50 | Y |
| Liu Ji | Supervisor | Male | 47 | Currently in office | 0 | N |
| Qian Wenying | Supervisor | Female | 50 | Currently in office | 0 | N |
| Zheng Shengqiao | Staff supervisor | Male | 55 | Currently in office | 108.16 | N |
| Ma Zenghai | Staff supervisor | Male | 58 | Currently in office | 101.53 | N |
| Chen Xiaohua | Deputy GM, Secretary of the Board | Male | 56 | Currently in office | 126.18 | N |
| Xiao Hui | Deputy GM | Male | 44 | Currently in office | 121.33 | N |
| Dai Bin | Deputy GM | Male | 58 | Currently in office | 125.79 | N |
| Meng Xiaoxian | Deputy GM | Male | 50 | Currently in office | 121.63 | N |
| Zhu Junming | Former secretary of the party committee and chairman of the BOD | Male | 58 | Office-leaving | 40.77 | |
| Lu Qiguang | Former deputy secretary and of the party committee and director | Male | 60 | Office-leaving | 110.9 | |
| Wang Li | Former Director, CFO | Female | 61 | Office-leaving | 0 | Y |
| Total | -- | -- | -- | -- | 1,148.73 | -- |
VI. Responsibility performance of directors during the reporting period
1. The board of directors during the reporting period
| Meeting | Date of meeting | Disclosure date | Meeting resolutions |
| The 20th meeting of 10th session of the BOD | 2022-03-30 | 2022-04-01 | The “Resolution of the 20th meeting of 10th session of the BOD” (Notice No.: 2022-03) released on Juchao Website (www.cninfo.com.cn) on April 1, 2022 |
| The 21st meeting of 10th session of the BOD | 2022-04-24 | 2022-04-26 | The “Resolution of the 21st meeting of 10th session of the BOD” (Notice No.: 2022-07) released on Juchao Website (www.cninfo.com.cn) on April 26, 2022 |
| The 22nd meeting of 10th session of the BOD | 2022-08-03 | 2022-08-04 | The “Resolution of the 22nd meeting of 10th session of the BOD” (Notice No.: 2022-18) released on Juchao Website (www.cninfo.com.cn) on Aug. 4, 2022 |
| The 23rd meeting of 10th session of the BOD | 2022-08-24 | 2022-08-26 | The Resolution of the 23rd meeting of 10th session of the BOD |
| The 24th meeting of 10th session of the BOD | 2022-10-26 | 2022-10-28 | The Resolution of the 24th meeting of 10th session of the BOD |
| The 25th meeting of 10th session of the BOD | 2022-12-08 | 2022-12-10 | The “Resolution of the 25th meeting of 10th session of the BOD” (Notice No.: 2022-25) disclosed on Juchao Website (www.cninfo.com.cn) on Dec. 10, 2022 |
2. The attendance of directors to Board meetings and shareholders general meeting
| The attendance of directors to Board Meeting and Shareholders General Meeting | |||||||
| Director | Times of Board meeting supposed to attend in the reporting period | Times of Presence | Times of attending the Board Meeting by communication | Times of entrusted presence | Times of Absence | Absent the Meeting for the second time in a row (Y/N) | Times of attend the general meeting |
| Hu Xianghai | 6 | 5 | 1 | 0 | 0 | N | 1 |
| Lu Yuhe | 6 | 6 | 0 | 0 | 0 | N | 1 |
| Ni Yue | 6 | 6 | 0 | 0 | 0 | N | 1 |
| Zhao Rubing | 6 | 4 | 2 | 0 | 0 | N | 0 |
| Bi Weimin | 6 | 0 | 6 | 0 | 0 | N | 1 |
| Liu Haifeng | 6 | 3 | 3 | 0 | 0 | N | 1 |
| Zhu Junming | 2 | 0 | 2 | 0 | 0 | N | 0 |
| Lu Qiguang | 4 | 4 | 0 | 0 | 0 | N | 1 |
| Wang Li | 0 | 0 | 0 | 0 | 0 | N | 0 |
Explanation of not attending the board meeting in person for two consecutive timesNil
3. Objection for relevant events from directors
Directors come up with objection about Company’s relevant matters
□ Yes ? No
No directors come up with objection about Company’s relevant matters in the Period
4. Other explanation about responsibility performance of directors
The opinions from directors have been adopted? Yes □ No
Explanation on whether the director’s proposal about the Company has been or has not been adopted
During the reporting period, independent directors of the Company were in strict accordance with provisions ofArticles of Association, the Company Law, Guidance to Establishment of Independent Director System in ListedCompanies and other relevant laws and regulations, and actively attended board meetings, shareholders’ meetings.The independent directors of the company issued independent professional opinions for important issues, paidsustained attention to company’s operation, inspected and guided the operation and management work of thecompany from time to time, learned about internal control system, implementation progress of the equityinvestment project, etc., continued to enhance consciousness of performing duties according to provisions of law,and expressed independent and impartial advice for investment outside, related party transactions, hiring auditorsand other matters occurred during the reporting period in time. Duties performance of independent directors hasimproved the corporate governance structure and safeguarded the interests of the Company and its shareholders.From performance of duties of independent directors, please refer to “2022 Annual Work Report of IndependentDirectors” disclosed in www.cninfo.com.cn.
VII. Performance of Duties by Specialized Committees under the Board Meeting in theReporting Period
| Committee name | Members | Number of meetings held | Date of meeting | Meeting content | Important comments and suggestions made | Other performance of duties | Specific circumstances of the objection (if applicable) |
| Audit Committee of the Board | Bi Weimin Zhao Rubing Lu Yuhe | 3 | 2022-04-24 | Deliberated the Internal Control Evaluation Report of 2021; Work Report of the Internal Control System of 2021; the Financial Report of 2021 and Financial Report of Q1 for 2022; the Summary Report on the Audit Works of BDO China Shu Lun Pan Certified Public Accountant LLP for the year 2021; and the Resolution on Renewing the Appointment of BDO China Shu Lun Pan | Propose to renew the appointment of BDO China Shu Lun Pan Certified Public Accountant LLP as the company’s audit agency for the year 2022 | - | N/A |
| Certified Public Accountant LLP as the Audit Agency of Company in 2022 | |||||||
| 2022-08-24 | Deliberated the Financial Report of Semi-Annual of 2022 | - | - | N/A | |||
| 2022-10-26 | Deliberated the Financial Report of Q3 for 2022 | - | - | N/A | |||
| Remuneration and Appraisal Committee of the Board | Zhao Rubing, Bi Weimin, Ni Yue | 1 | 2022-04-24 | Senior executive’s debriefing, questioning and review for year of 2021; deliberated the Proposal on Remuneration of Directors and Senior Executives for year of 2021 | - | - | N/A |
| Strategy Committee of the Board | Zhu Junming, Hu Xianghai, Zhao Rubing, Liu Haifeng | 1 | 2022-04-24 | Deliberated the Management System of Strategy Plan of the Company | - | - | N/A |
VIII. Works of the Board of Supervisors
Does the the board of supervisors discover any risks in the company during its supervisory activities during the reporting period?
□ Yes ? No
The board of supervisors has no objection about supervision events in reporting periodIX. Particulars of workforce
1. Number of Employees, Professional composition, Education background
| Employee in-post of the parent Company at period-end (people) | 114 |
| Employee in-post of main subsidiaries at period-end (people) | 1,122 |
| The total number of current employees at period-end (people) | 1,236 |
| The total number of current employees to receive pay (people) | 1,236 |
| Retired employee’ s expenses born by the parent Company and main subsidiaries (people) | 0 |
| Professional composition | |
| Category of professional composition | Numbers of professional composition (people) |
| Production personnel | 426 |
| Salesperson | 110 |
| Technicians | 136 |
| Financial personnel | 104 |
| Administrative personnel | 460 |
| Total | 1,236 |
| Education background | |
| Education | Numbers (people) |
| Postgraduate | 154 |
| Undergraduate | 489 |
| 3-years regular college graduate | 260 |
| Graduate of secondary special school | 76 |
| High school and below | 257 |
| Total | 1,236 |
2. Remuneration Policy
During the reporting period, employee wages was paid monthly according to salary management provisions set by the Company, andthe performance-related pay was issued based on the actual situation of benefit and individual performance assessment results at theyear-end, remuneration and benefit are connected as a whole.
3. Training Plan
During the reporting period, based on the original talent pyramid of “Youhe Plan” for management trainees, “Daoxiang Plan” forreserve talents and “Jinsui Plan” for key position talents, the company further refined talent categories and implemented targeted,classified and hierarchical training management.The company combined the general needs of talent training with the individual needs of different job levels and positioncharacteristics, developed targeted learning objectives according to the talent characteristics, and matched with training courses andempowerment programs. Through special talent training programs, the company continued to improve the professional quality oftalents, complete the talent cultivation and development mechanism, provide talent guarantee for enhancing the core competitivenessand sustainable development of the company, and further strengthened the innovation-driven development and the implementation ofthe strategy of strengthening enterprise with talents.
4. Labor outsourcing
□ Applicable ? Not applicable
X. Profit distribution plan and capitalizing of common reserves planFormulation, Implementation and Adjustment of Profit Distribution Policy Especially Cash Dividend policy during the ReportingPeriod? Applicable □ Not applicable
The profit distribution policy of the Company is specified in the Article of Association as:
(1) Profit distribution of the Company should pay attention to the reasonable investment return to investors, andthe profit distribution policy should maintain continuity and stability;
(2) The Company may distribute dividends in the form of cash or a combination of cash and stocks, and may payinterim cash dividends;
(3) The following conditions shall be met at the same time when the Company intends to implement cashdividends:
1. Earnings per share for the year is not less than 0.1 yuan;
2. The audit institution shall issue a standard unqualified audit report on the company’s annual financial report;
3. The company has no major investment plans or major cash expenditures (except for fund-raising projects).Major investment plans or major cash expenditures refer to the cumulative expenditures that the company intendsto invest, acquire assets, or purchase equipment in the next twelve months reach or exceed 30% of the company’smost recent audited total assets, and exceed 50 million yuan;
(4) In principle, the company’s annual profits distributed in cash should not be less than 10% of the attributableprofits realized in the year; and the company’s cumulative profits distributed in cash in the last 3 years should notbe less than 30% of the annual average attributable profits realized in the last 3 years. Under the premise ofensuring the distribution of cash profits, the company can additionally adopt the method of stock dividenddistribution for profit distribution; the company’s annual profit distribution amount shall not exceed thecompany’s accumulated undistributed profits at the end of the year, and shall not damage the company’s ability tocontinue operations;
(5) The specific profit distribution plan shall be drawn up by the board of directors and submitted to the generalmeeting of shareholders for deliberation. The company provides a variety of ways to accept the recommendationsand supervision of all shareholders, independent directors and supervisors on the company’s dividends distribution.If the annual reporting period is profitable but the board of directors does not propose a cash dividend plan inaccordance with the Articles of Association, it shall be disclosed in the periodic report the reasons for not
proposing a cash dividend plan in accordance with the Articles of Association, and the purpose of funds not usedfor dividends but retained by the company. The independent directors shall express independent opinions on thispurpose. In addition to on-site meetings, the company shall also provide shareholders with an online votingplatform when convening a general meeting of shareholders;
(6) If the company has not distributed cash profits in the last 3 years, it can not issue new shares to the public,issue convertible corporate bonds or allot shares to original shareholders;
(7) Where a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividendsdistributed to the shareholder in order to repay the capital occupied;
(8) When the company adjusts its profit distribution policy, it should take the protection of shareholders,especially small and medium shareholders’ rights and interests, as the starting point for detailed argumentation,and the board of directors should submit it to the general meeting of shareholders for review and approval by aspecial resolution, while independent directors should express clear independent opinions;
(9) The company provides multiple channels (telephone, fax, e-mail, interactive platform, etc.) to accept allshareholders’ suggestions and supervision on the company's dividends.The foreign exchange conversion rate of domestically-listed foreign share dividends is calculated based on thecentral parity rate of Hong Kong dollar against RMB announced by the People’s Bank of China on the firstworking day after the resolution date of the general meeting of shareholders.During the reporting period, the company’s profit distribution complied with the company’s articles of associationand review procedures, and fully protected the legitimate rights and interests of small and medium investors.Independent directors expressed their opinions, and the profit distribution procedures were compliant andtransparent. During the reporting period, the company’s profit distribution policy has not been adjusted orchanged.
| Special explanation on cash dividend policy | |
| Satisfy regulations of General Meeting or requirement of Article of Association (Y/N): | Y |
| Well-defined and clearly dividend standards and proportion (Y/N): | Y |
| Completed relevant decision-making process and mechanism (Y/N): | Y |
| Independent directors perform duties completely and play a proper role (Y/N): | Y |
| Minority shareholders have opportunity to express opinions and demands totally and their legal rights are fully protected (Y/N): | Y |
| Condition and procedures are compliance and transparent while the cash bonus policy adjusted or changed (Y/N): | Not applicable |
The Company gains profits in reporting period and the parent company has positive profit available for distribution to shareholders of
the parent company but no cash dividend distribution plan has been proposed
□ Applicable ? Not applicable
Profit distribution plan and capitalizing of common reserves plan for the Period? Applicable □ Not applicable
| Bonus shares for every 10-share (Share) | 0 |
| Dividends for every 10-share (RMB) (tax inclusive) | 2.50 |
| Equity base of distribution plan (Share) | 1,152,535,254 |
| Cash bonus distribution (RMB) (tax inclusive) | 288,133,813.50 |
| Cash bonus distribution in other ways (i.e. share buy-backs) (RMB) | 0.00 |
| Total cash bonus (including other ways) (RMB) | 288,133,813.50 |
| Profit available for distribution(RMB) | 313,453,835.38 |
| Ratio of total cash dividend (other ways included) in total profit distribution | 100% |
| Cash dividend | |
| In case the Company is in a development stage and has the arrangement of major capital expenses, the ratio of cash dividend in profit distribution should reach a minimum of 20% in profit distribution. | |
| Detailed explanation on profit distribution or capital accumulation fund conversion plan | |
| After audited by BDO China Shu Lun Pan Certified Public Accountant LLP, in consolidate statement for year of 2022, the net profit attributable to shareholders of parent company amounted to 420,594,871.27 yuan, net profit of parent company was 340,486,742.50 yuan; As of Dec. 31, 2022, the profit of parent company that can be distributed for shareholders was 313,453,835.38 yuan, and the balance of consolidate capital reserves was 1,259,639,656.65 yuan. In accordance with relevant regulations and Article of Association, combined with the actual development needs of the Company and in consideration of the interests of shareholders, BOD plans to submit the equity distribution plan for year of 2022 to shareholders general meeting: based on total share capital 1,152,535,254 shares of the Company on Dec. 31, 2022, distribute 2.5 yuan (tax inclusive) for every 10-share to all shareholders with zero share bonus (tax inclusive), and no capital share converted from capital reserve | |
XI. Implementation of the Company’s stock incentive plan, employee stock ownership plan orother employee incentives
□ Applicable ?Not applicable
During the reporting period, the Company has no stock incentive plan, employee stock ownership plan or other employee incentivesthat have not been implemented.
XII. Construction and implementation of internal control system during the reporting period
1. Construction and implementation of internal control
In accordance with the Company Law, the Guidelines for Governance of Listed Companies, the relevantregulations of the China Securities Regulatory Commission and other relevant national laws and regulations, thecompany has established the general meeting of shareholders, the board of directors, the board of supervisors, theparty committee, and managers. The board of directors consists of strategy committee, remuneration and appraisalcommittee, nominations committee and audit committee, clarified the responsibilities and authorities ofdecision-making, execution, and supervision, and formed a scientific and effective division of responsibilities andchecks and balances mechanism, providing a good internal environment for the establishment and operation of thecompany’s internal control system.On the aspect of construction and implementation of the internal control system, the board of directors isresponsible for the establishment, improvement and effective implementation of the internal control system, theboard of supervisors supervises the establishment and implementation of the internal control system of the boardof directors, and the managers are responsible for organizing the daily operation of the company’s internal controlsystem, and the company’s risk management and internal audit department is specifically responsible fororganizing and coordinating the establishment, implementation, evaluation and daily work of the internal controlsystem.The company has established management systems and procedures in line with internal control managementnorms in the fields of organizational structure, development strategy, internal audit and supervision, humanresources, social responsibility, corporate culture, capital management, procurement business, sales business, assetmanagement, engineering project management, research and development, guarantee business, investmentmanagement, contract management, budget management, financial reports, and information communication,which have been effectively implemented in the daily business operation and management process.
2. Details of major defects in internal control identified during the reporting period
□Yes ?No
XIII. Management and controls on subsidiaries during reporting period
| Name | Integration plans | Integration progress | Problems encountered in integration | Measures taken to resolve | Progress in solution | Follow-up solution plan |
| N/A | N/A | N/A | N/A | N/A | N/A | N/A |
XIV. Internal control self-appraisal report or internal control audit report
1. Self-appraisal report of internal control
| Disclosure date of full internal control evaluation report | April 26, 2023 | |
| Disclosure index of full internal control evaluation report | “Internal control self-appraisal report of SHENZHEN CEREALS HOLDINGS CO., LTD. in 2022” published on Juchao Website (http: //www.cninfo.com.cn) | |
| The ratio of the total assets of entities included in the scope of evaluation accounting for the total assets on the Company’s consolidated financial statements | 100.00% | |
| The ratio of the operating income of entities included in the scope of evaluation accounting for the operating income on the Company’s consolidated financial statements | 100.00% | |
| Defects Evaluation Standards | ||
| Category | Financial Reports | Non-financial Reports |
| Qualitative criteria | 1. Major defects: Defect alone or together with other defects in a timely manner cause unpreventable or undetectable and uncorrectable material misstatement in the financial statements. The Company may indicate the presence of significant deficiencies in internal control over financial reporting if following circumstances: (1) The directors, supervisors and senior management fraud; (2) Enterprise corrects mistake which has been published in financial statements; (3) CPA finds material misstatement in current financial statements, but internal control during operation fails to find the misstatements; (4) Oversight of internal control by corporate audit committee and the internal audit is invalid; (5) Particularly important or significant deficiencies found during internal control has not been rectified; | 1. Qualitative criteria for major defects are as follows: (1) The lack of democratic decision-making process, such as the lack of decision-making on major issues, an important appointment and dismissal of cadres, major investment decisions, large sums of money using the decision-making process; (2) Decision-making process is not scientific, such as major policy mistakes, resulting in significant property damage to the Company; (3) Serious violations of national laws and regulations; (4) Loss of key executives or loss of a large number of key talent; (5) Frequent negative news in media, which causes nationwide impact. 2. The qualitative criteria for important defects are as follows: (1) The decision-making process is not |
| (6) The lack of business-critical system or invalid system. 2. Important defect: defect alone or together with other defects in a timely manner cause unpreventable or undetectable and uncorrectable material misstatement in the financial statements, although not reach and exceed the level of importance, should lead to management attention misstatements. 3. General Defects: other internal defects do not pose a significant or important defect control deficiency. | perfect; (2)The company’s internal management system has not been effectively implemented, resulting in losses; (3) Frequent occurrence of negative news in the media with certain influence; (4) The general defects in the internal control evaluation have not been corrected. 3. General defects refer to other internal control defects that do not constitute major defects or important defects. | |
| Quantitative standard | Major defects: Potential misstatement of total assets ≥ 1% of total assets; Potential misstatement of operating revenue ≥ 1% of operating income; Potential misstatement of total profit≥ 5% of total profit. Important defects: 0.5% of total assets ≤ Potential misstatement of total assets <1% of total assets, 0.5% of operating income≤ Potential misstatement of operating revenue <1% of operating income, 2.5% of total profit≤ Potential misstatement of total profit <5% of total profit; General defects: Potential misstatement of total assets <0.5% of total capital; Potential misstatement of Operating revenue <0.5% of operating income; Potential misstatement of total profit <2.5% of total profit; | Major defects: the amount of direct property loss ≥ 12 million yuan, have been officially disclosed outside the Company disclosed in periodic reports and adversely affected. Important defects: 3 million yuan < the amount of direct property loss < 12 million yuan, punished by the state government but no negative impact on the disclosure of the company’s regular reports; General defects: the amount of direct property loss ≤ 3 million yuan, punished by the provincial (including provincial) government but no negative impact on the disclosure of our company’s regular reports; |
| Amount of significant defects in financial reports | 0 | |
| Amount of significant defects in non-financial reports | 0 | |
| Amount of important defects in financial reports | 0 |
| Amount of important defects in non-financial reports | 0 |
2. Internal control audit report
? Applicable □ Not applicable
| Deliberations in Internal Control Audit Report | |
| BDO China Shu Lun Pan Certified Public Accountant LLP believes as of Dec. 31, 2022, the company maintained effective internal control over financial reporting in all significant aspects in accordance with the Basic Standards for Enterprise Internal Control and relevant regulations | |
| Disclosure details of audit report of internal control | Disclosed |
| Disclosure date of audit report of internal control (full-text) | 2023-04-26 |
| Index of audit report of internal control (full-text) | The internal control audit report of SHENZHEN CEREALS HOLDINGS CO., LTD. in 2022 published on Juchao Website (www.cninfo.com.cn) |
| Opinion type of auditing report of internal control | Standard unqualified |
| Whether the non-financial report had major defects | No |
Does the accounting firm issue an internal control audit report with non-standard opinions?
□ Yes ? No
Is the internal control audit report issued by the accounting firm consistent with the self-evaluation report of the board of directors?the Board? Yes □ No
XV. Rectification of Self-examination Problems in Special Governance Actions in ListedCompanyDuring the reporting period, the company conducted self-examination and self-correction on corporategovernance in accordance with the requirements of the Announcement on Launching Special Actions onCorporate Governance of Listed Companies of the China Securities Regulatory Commission. Through thisself-examination, the company has established and improved a relatively complete and reasonable corporategovernance structure and internal control system in accordance with relevant laws and regulations such as theCompany Law, Guidelines for Governance of Listed Companies, Guidelines for the Standardized Operation ofListed Companies in the Shenzhen Stock Exchange, etc.. The company didn’t find any major deficiencies andrisks in standardized operations.In the future, the company will focus on improving the high-quality development of the listed company, continue
to improve the corporate governance system, effectively improve the effectiveness of corporate governance andscientificity of decision-making, and achieve stable operation and sustainable development of the company.
Section V. Environmental and Social Responsibility
I. Major environmental
Are the listed company and its subsidiaries a key pollutant discharge unit announced by the environmental protection authorities?
□Yes ? No
Administrative punishment for environmental problems during the reporting period
| Company name or subsidiary name | Reason for punishment | Violation | Punishment result | Impact on the production and operation of listed company | The company’s rectification measures |
| NA | NA | NA | NA | NA | NA |
Other environmental information disclosed by reference to key pollutant discharge entitiesNilMeasures taken to reduce carbon emissions during the reporting period and their effectiveness
□ Applicable ?Not applicable
Reasons for not disclosing other environmental informationThe company attached great importance to environmental protection work, and each subsidiary has builtcorresponding environmental protection facilities according to the actual situation of production and operation totreat waste gas, dust, wastewater and solid waste generated in the production process, so as to make its emissionsreach the national and local relevant standards.II. Social responsibilityDuring the reporting period, the Company has been strictly in accordance with Company Law, Securities Law,Articles of Association and other relevant laws and regulations, continues to improve governance structure andregulate operation. The Company attaches importance to social responsibility, sustains attention to social createvalue, integrity management according to law, provides consumers with safe and secure products, high-quality,green and healthy products to enhance the capacity for sustainable development and overall competitiveness; andmake efforts to improve management, enhance innovation capability and core competencies; the Companyupholds a fair, just and open principles of treatment for all investors, with particular emphasis on safeguarding theinterests of minority shareholders; the Company strictly complies with national environmental laws andregulations, thoroughly implements green philosophy, strengthens ecological protection, complies with the overalldevelopment of the country and society, and strives to achieve economic and social benefits, short-term interestsand long-term interests of their own development and social development, coordination, thus achieving healthyand harmonious development of the Company, staff, society, and environment.
III. Consolidating and expanding the achievements of poverty alleviation and ruralrevitalizationTo effectively carry out the rural revitalization work, according to relevant work arrangements of the ProvincialParty Committee and the Municipal Party Committee, in 2021, SZCH selected 3 personnel to establish a townshipassistance team (hereinafter referred to as the "township assistance team") together with the personnel assigned byShenzhen Government Offices Administration, Meteorological Bureau of Shenzhen Municipality and HeyuanCentral Branch of China Life Property and Caualty Insurance Co., Ltd. to carry out rural revitalization assistancework in Tuocheng Town, Longchuan County, Heyuan City. In 2022, as a team member, SZCH gave full play to itsadvantages and explored a new approach for rural revitalization assistance.The first was to invite leaders of “one town, one industry” peanut industry in Tuocheng Town and persons incharge of local grain and oil enterprises to SZCH to learn grain and oil storage and testing technologies andexchange experiences, so as to expand ideas for rural revitalization and inspire confidence. The second was toprovide food quality testing technology assistance for local grain and oil processing enterprises. The main leadersof SZCH led the technical experts of the company to carry out in-depth research in Tuocheng Town, offered“effective prescriptions” for local grain and oil processing enterprises, and developed quality testing assistancesolutions. On the one hand, through the resource advantages of Shenliang Quality Inspection, SZCH providedlocal grain and oil processing enterprises with quality testing services in the whole process from seed source toraw materials to finished products, reduced relevant expenses as much as possible on the basis of ensuringtimeliness, thus guaranteeing the food quality and safety of grain and oil processing enterprises in Tuocheng Town.On the other hand, SZCH established a normal food quality inspection mechanism, irregularly arranged technicalexperts to grain and oil processing enterprises for on-site exchange, so as to strengthen the food quality and safetyawareness of the processing enterprises, help inspection personnel improve testing technology, boost theprocessing enterprises to improve the quality management system and implement the quality system certificationwork, and promote the quality improvement of enterprise products. The third was to vigorously carry outconsumption assistance. During the Mid-Autumn Festival and National Day, the Trade Union of SZCH mobilizedits subordinate grassroots trade unions to purchase agricultural and sideline products of Tuocheng Town with anamount of 400,000 yuan in the form of “purchase for donation, buying for assisting” to support the industrialdevelopment of Tuocheng Town and help the rural revitalization with practical actions.
Section VI. Important Events
I. Implementation of commitment
1. Commitments completed in Period and those without completed till end of the Period from actualcontroller, shareholders, related parties, purchaser and companies
?Applicable □ Not applicable
| Commitment reason | Made by | Type of commitments | Content of commitments | Commitment date | Commitment term | Implementation |
| Commitments in assets reorganization | Food Materials Group | Other commitments | Commitment to non-normal business enterprises: For non-normal business enterprises under Shenzhen Cereals Group (including but not limited to enterprises that have been revoked business licenses, discontinued operation, etc.), the commitment party will fully assist, urge and promote Shenzhen Cereals Group to implement the corresponding write-off procedures. After the completion of this reorganization, if Shenzhen Cereals Group or the listed company is called to account, receives administrative punishment or suffers any losses due to the abnormal operation of the non-normal business enterprises or the failure to handle write-off procedures in time, the commitment party will bear the relevant legal | 2018-03-23 | Implement as promised | Normal performance |
| liability, and fully compensate the listed company and the target company within 30 working days after the actual loss occurs. | |||||
| Food Materials Group | Other commitments | Relevant Commitments Regarding the Existence of Flaws in Leased Property: The leased house property of Shenzhen Cereals Group and its holding subsidiaries has the following conditions: (1) The lessor has not provided the ownership documentary evidence of the property and/or the documentary evidence proving the lessor has the right to rent out the house property. (2) The lease term of part of the leased house property is more than 20 years; (3) Shenzhen Cereals Group and its subsidiaries sublet part of the leased house property to a third party without the consent of the lessor; (4) The leased house property of Shenzhen Cereals Group and its holding subsidiary has not been registered for the housing lease. If Shenzhen Cereals Group and its holding subsidiaries are imposed any form of punishment by the relevant government departments or assume any form of legal responsibility, or suffer from any losses or expenses because their | 2018-03-23 | Implement as promised | Normal performance |
| leased place and / or house property do not comply with relevant laws and regulations, the commitment party will be willing to bear any losses, damages, claims, costs and expenses incurred, suffered and assumed by Shenzhen Cereals Group and its holding subsidiaries, and protect Shenzhen Cereals Group and its holding subsidiaries from damages. In addition, the commitment party will support Shenzhen Cereals Group and its holding subsidiaries to actively advocate their rights against the corresponding parties in order to safeguard and protect the interest of Shenzhen Cereals Group and the listed companies to the maximum extent. | |||||
| Food Materials Group | Other commitments | Commitment Letter on Flaws in House Property and Land: In the case that some of the house properties held by Shenzhen Cereals Group fail to rename the obligee of the property ownership certificate, the commitment party will fully assist, urge and promote Shenzhen Cereals Group or its subsidiaries to go through the formalities. After the completion of this reorganization, if Shenzhen Cereals Group or the listed | 2018-03-23 | Implement as promised | Normal performance |
| modification for flaws in sites and/or properties as the above-mentioned and other self-owned or leased sites and/or properties fail to comply with the relevant laws and regulations, the commitment party will assume any losses, damages, claims, costs and expenses incurred, suffered and assumed by Shenzhen Cereals Group and its holding subsidiaries, and protect the list companies and Shenzhen Cereals Group from damages. In addition, the commitment party will support the company and its holding subsidiaries to actively advocate their rights against the corresponding parties in order to safeguard and protect the interest of the company and its holding subsidiaries to the maximum extent. | |||||
| Food Materials Group | Other commitments | Commitment Letter on the Company’s System Reform and System Evaluation of Shenzhen Cereals Group in 1998: After the completion of this restructuring, if Shenzhen Cereals Group or the listed company is called to account, receives administrative punishment or suffers any losses as the system reform is not evaluated or other reasons related to this reform, the commitment party will bear the relevant legal | 2018-03-23 | Implement as promised | Normal performance |
| liability, and fully compensate the listed company and Shenzhen Cereals Group within 30 working days after the actual loss occurs. | |||||
| Food Materials Group | Other commitments | Commitment to Maintain the Position of Controlling Shareholders of Listed Companies: Within 60 months from the date of completion of this transaction, the Company promises not to voluntarily give up the controlling shareholder status in the listed company, and guarantees that the controlling shareholder status of the listed company will not be changed due to reasons of the Company during this period, nor assists any other party to seek the controlling shareholder status of the listed company. Within 60 months from the date of completion of this transaction, the Company will not take the initiative to change the status of the controlling shareholder of the listed company through any actions including reducing the share holding in the listed company. | 2018-03-23 | 2023-11-12 | Normal performance |
| Food Materials Group | Other commitments | Commitment on the public shares: After the completion of the transaction, the commitment party will cautiously nominate | 2018-03-23 | Implement as promised | Normal performance |
| directors and supervisors, and will not nominate candidates for directors, supervisors and senior management to the listed company that will cause the proportion of public shares of the listed company not meet the requirements of the Listing Rules of Shenzhen Stock Exchange.; nor will vote for the relevant shareholders’ meeting and/or board resolutions for selecting directors, supervisors and senior executives of listed companies that will make the proportion of public shares of listed companies not meet the requirements of the Listing Rules of Shenzhen Stock Exchange. | |||||
| Food Materials Group | Shares limited for sale commitment | Commitment on the Lock-up Period of the Shares: Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as “Shenshenbao” and “Listed Company”) intends to purchase the 100% equity of Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as “SZCG”, “target company”) held by the shareholders of SZCG through issuance of shares. Shenzhen Food Materials Group Co., Ltd (hereinafter referred to as “the commitment party”), the controlling shareholder of SZCG, has made the | 2018-04-02 | 2022-5-12 | Fulfillment completed |
| and the companies controlled by the promise shall not be transferred within 12 months after the completion of this transaction. 4. During the lock-up period of shares, the part that the commitment party has increased due to the bonus issue of dividends, transfer of share capital or share allotment of the Listed Company and other ex dividend and ex right matters should also abide by the above-mentioned share lock-up arrangement. 3. If the above lock-up period does not comply with the latest regulatory requirements of the securities regulatory authority, the commitment party will agree to make corresponding adjustments according to the latest regulatory opinions of the regulatory authorities, and implement in accordance with the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange after the lock-up period expires. | |||||
| Food Materials Group | Other commitments | Commitment letter of Shenzhen Food Materials Group Co., Ltd on pending litigation of Shenzhen Cereals Group Co., Ltd.: Shenzhen Shenbao Industrial Co., Ltd. | 2018-04-02 | Implement as promised | Normal performance |
| (hereinafter referred to as “Shenshenbao”, “Listed Company”) intends to purchase the 100% equity of Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as “SZCG”, “target company”) held by the shareholders of SZCG through issuance of shares. In view of the two unfinished major lawsuits/arbitration of SZCG, Shenzhen Food Materials Group Co., Ltd (hereinafter referred to as “the commitment party”), the controlling shareholder of SZCG, has made the following commitments: If SZCG and its controlling subsidiaries suffer any claims, compensation, losses or expenses due to the unsettled major lawsuits/arbitration about the contract dispute of international sale of soybean with Noble Resources Co., Ltd. and the contract dispute with Guangzhou Jinhe Feed Co., Ltd. and Huangxianning Import Agent, the commitment party will assume the compensation or loss caused by the above two outstanding major lawsuits/arbitration. | |||||
| Food Materials Group | Other commitments | Commitment letter of Shenzhen Food Materials Group Co., Ltd. on risks of making a supplementary | 2018-04-02 | Implement as promised | Normal performance |
| payment for the rent at earlier stage of Pinghu Grain Depot: Shenzhen Shenbao Industrial Co., Ltd. intends to purchase the 100% equity of Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as “SZCG”) held by the shareholders of SZCG through issuance of shares. Shenzhen Food Materials Group Co., Ltd. (hereinafter referred to as “the commitment party”), the controlling shareholder of SZCG, has made the following commitments: If SZCG needs to make a supplementary payment for the rent before assessment basis date to the property right unit of Pinghu Grain Depot (or its authorized unit), the total amount of the rent and other related charges and expenses shall be borne by the commitment party. | |||||
| Food Materials Group | Other commitments | Commitment letter on the house properties of Shenzhen Cereals Group and its subsidiaries that have not obtained the housing ownership certificate: Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as “Shenshenbao” and “listed company”) intends to purchase the 100% equity of Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as | 2018-04-02 | Implement as promised | Normal performance |
| “SZCG”, “target company”) held by the shareholders of SZCG through issuance of shares. Shenzhen Food Materials Group Co., Ltd (hereinafter referred to as “the commitment party”), the controlling shareholder of SZCG, has made the following commitments: If SZCG and its subsidiaries suffer any administrative punishment or losses due to their house properties without the housing ownership certificate, the commitment party will bear the relevant legal responsibilities and fully compensate the listed company and SZCG within 30 working days after the actual loss occurs. | |||||
| Food Materials Group | Commitment on restricted sale of shares | Commitment on Shenzhen Food Materials Group Co., Ltd to accept the restricted shares of non-tradable shares reform of Shenzhen Shenbao Industrial Co., Ltd. held by Shenzhen Investment Holdings Co., Ltd.: Shenzhen Food Materials Group Co., Ltd (hereinafter referred to as “Food Materials Group”) accepts 79,484,302 shares of A shares of Shenshenbao A (000019) (including 66,052,518 shares of unrestricted A shares and 13,431,784 shares of restricted A shares ) held by Shenzhen Investment | 2018-04-04 | Implement as promised | Normal performance |
| shares, Food Materials Group would continue to perform the above commitments it made when Shenzhen Investment Holdings makes the non-tradable shares reform to Shenshenbao, which is effective in the long run. | |||||
| Food Materials Group | Commitments on inter-industry competition, related transactions and capital occupancy | Commitment Letter on Avoiding Horizontal Competition: In view of the fact that Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as “Listed Company”) intends to acquire 100% equity of Shenzhen Cereals Group Co., Ltd. held by Shenzhen Food Materials Group Co., Ltd(hereinafter referred to as “the Company”) by issuing shares to purchase assets, the Company has made the following commitments: 1. As of the issue date of this Commitment Letter, the Company and other enterprises controlled by the Company have not engaged in any business or activity that directly or indirectly constitute horizontal competition to the Listed Company and its subsidiaries in the business, and guarantees that it will not engage or induce any enterprise controlled by the Company to engage in any business or activity that directly or indirectly constitute | 2018-06-08 | Implement as promised | Normal performance |
| avoid competition with the Listed Company: (1) Stop business that constitutes competition or may constitute competition to the Listed Company; (2)Transfer the competitive businesses and assets to the Listed Company at fair prices; (3) Transfer the competitive business to an unrelated third party; (4) Other ways to protect the interests of the Listed Company; 4. If the Company violates the above commitments and causes losses to the Listed Company, the Company will compensate the Listed Company for the incurred losses after the losses are determined. 5. The above commitments continue to be valid during the period when the Company is the controlling shareholder of the Listed Company. | |||||
| Food Materials Group | Commitments on inter-industry competition, related transactions and capital occupancy | Commitment Letter on Reducing and Regulating Related Transactions: In view of the fact that Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as “Listed Company”) intends to acquire 100% equity of Shenzhen Cereals Group Co., Ltd. held by Shenzhen Food Materials Group Co., Ltd(hereinafter referred to as “the Company”) by issuing shares to purchase assets, the Company has | 2018-06-08 | Implement as promised | Normal performance |
| shareholding companies, or embezzling the company’s funds by taking advance payments and compensatory debts from the company and its holding and shareholding companies. 3. After the completion of this transaction, the Company will continue to exercise its shareholder rights in strict accordance with the relevant laws and regulations, regulatory documents and the relevant provisions of the Articles of Association; and fulfill its obligation of avoiding voting when the company’s general meeting of shareholders is voting on related transactions involving the Company. 4. The Company guarantees not to obtain any improper interests through the related transactions or cause the company and its holding and shareholding companies to bear any wrongful obligations. If the company or its holding and shareholding companies suffer loses or the interests of the company or its holding and shareholding companies are embezzled by related transactions, the Company will the losses of the company and its holding and shareholding companies. | |||||
| Food | Other | Commitment on the | 2018-06-08 | Implement | Normal |
| Materials Group | commitments | Standardized Operation of Listed Company: Shenzhen Shenbao Industrial Co., Ltd. intends to purchase 100% equity of Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as “SZCG”) held by Shenzhen Food Materials Group Co., Ltd (hereinafter referred to as “the Company”) through issuance of shares. In response to the above transactions, the Company has made the following commitments: After the completion of this transaction, the commitment party promises to ensure that the listed company will strictly follow the requirements of laws and regulations such as the “Guidelines for the Governance of Listed Companies” and the changes in internal management and external operation and development of listed company to revise the Articles of Association and related rules of procedure so as to adapt to the business operations and corporate governance requirements after the reorganization, continue to improve the governance structure of listed company, continuously strengthen the system construction to form a corporate governance | as promised | performance |
| understand the various operations of the listed company, consciously perform responsibilities, play a positive role in the scientific decision-making of the board of directors and the development of the listed company, promote the sound development of the listed company, and effectively safeguard the overall interests of the listed company and the interests of small and medium-sized shareholders. In addition, the Company will urge the listed company to give full play to the positive role of independent directors in regulating the operation of the company, strictly abide by relevant national laws, regulations, rules and relevant provisions of the Articles of Association to select independent directors, and further enhance corporate governance. | |||||
| Food Materials Group | Other commitments | Commitment Letter on the Legal Compliance of the Underlying Asset Operation: Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as “Shenshenbao”, “Listed Company”) intends to purchase 100% equity of Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as “SZCG”, “Target Company”) held | 2018-06-08 | Implement as promised | Normal performance |
| is no case that the Target Company impedes the transfer of ownership of the company, such as litigation, arbitration, judicial enforcement, etc., and there is no external guarantee that violates the law or the articles of association. After this reorganization, if the Company violates the above commitments and causes losses to Shenshenbao and the Target Company, the Company agrees to bear the aforementioned compensation/ liability for damage to Shenshenbao/ Target Company. | |||||
| Food Materials Group | Other commitments | Commitment on the Independence of Listed Company: In view of the fact that Shenzhen Shenbao Industrial Co., Ltd. (hereinafter referred to as “Shenshenbao”) intends to acquire 100% equity of Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as “Target Company”) held by Shenzhen Food Materials Group Co., Ltd (hereinafter referred to as “the Company”) by issuing shares to purchase assets, the Company has made the following commitments: 1. Guarantee the independence of the personnel of Shenshenbao and the Target Company | 2018-06-08 | Implement as promised | Normal performance |
| organizations and related parties. (4) After the completion of this restructuring, Shenshenbao and Target Company shall be able to make financial decisions independently, the Company shall not interfere with the use of funds of Shenshenbao and Target Company. (5) After the completion of this restructuring, Shenshenbao and Target Company shall pay taxes independently according to law. If the Company violates the above commitments, it will bear all the losses caused to Shenshenbao and Target Company. | |||||
| Food Materials Group, Agricultural Products | Commitments on inter-industry competition, related transactions and capital occupancy | Commitment to Avoid Occupation of Non-operating Capital: Shenzhen Shenbao Industrial Co., Ltd. intends to acquire 100% equity of Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as “SZCG”) held by Shenzhen Food Materials Group Co., Ltd (hereinafter referred to as “the Company”) through issuance of shares. In response to the above transactions, Food Materials Group and Agricultural Products have made the following commitments: 1. As of the issue date of this commitment letter, the commitment party and its | 2018-06-08 | Implement as promised | Normal performance |
| related person do not have any illegal use of funds and assets of the listed company and SZCG, and there is no case that the listed company and SZCG provide illegal guarantee for the commitment party and its related person. 2. After the completion of the transaction, the commitment party guarantees that the commitment party and its related person shall not illegally occupy the funds and assets of the listed company in any way, nor require the listed company to provide illegal guarantee for the commitment party and its related person under any circumstances, nor engage in any act to damage the legitimate rights and interests of the listed company and other shareholders. If the commitment party violates the above commitments, it will bear all losses caused to the listed company and the target company and other companies and enterprises controlled by them or other economic organizations. | |||
| Completed on time (Y/N) | Y | ||
| If the commitment is overdue and has not been fulfilled, the | - | ||
specific reasonsfor incompleteperformance andthe work planfor next stepshall beexplained indetail
2. For assets or projects of the Company which keeps profitable forecast during the reporting period,description reasons for reaching the original profitable forecast
□ Applicable ?Not applicable
II. Non-operational fund occupation by controlling shareholders and its related party
□ Applicable ? Not applicable
No non-operational fund occupation by controlling shareholders and its related party in period.
III. External guarantee out of regulations
□ Applicable ? Not applicable
No external guarantee out of the regulations occurred in the period.IV. Statement on the latest “modified audit report” by BOD
□ Applicable ?Not applicable
V. Explanation from Board of Directors, the board of supervisors and Independent Directors(if applicable) for “Qualified Audit Opinion” issued by CPA
□ Applicable ?Not applicable
VI. Explanation of the changes in accounting polices, accounting estimates or correction ofsignificant accounting errors compared with the financial report of the previous year
?Applicable □ Not applicableChanges of important accounting policies
(1) Implementation of Accounting Standards for Business Enterprises Interpretation No. 15The Ministry of Finance issued Accounting Standards for Business Enterprises Interpretation No. 15 (CK (2021)No.35) on December 30, 2021 (hereinafter referred to as “Interpretation No. 15”).
① Accounting for trial operation sales
Interpretation No. 15 stipulates the accounting treatment and presentation of sales of products or by-productsproduced by the enterprise before the fixed assets reach the expected usable state or during the research anddevelopment, and stipulates that the net amount from relevant income of trial operation sales used to offset thecost shall not be used to write down fixed asset costs or the research and development expenditure. This provisioncame into force on January 1, 2022, and retroactive adjustments shall be made for trial operation sales thatoccurred between the beginning of the earliest period of financial statement presentation and January 1, 2022. Theimplementation of this provision has not had a major impact on the financial condition and operating results of thecompany.
① Judgment on onerous contract
Interpretation No. 15 clarifies that the “cost of contract performance” considered by the enterprise when judgingwhether the contract constitutes an onerous contract shall include both the incremental cost of contractperformance and the shared amount of other costs directly related to the contract performance.This provisions came into effect on January 1, 2022. Enterprises shall implement this provisions for the contractsthat have not fulfilled all the obligations on January 1, 2022. The early comparative financial statement data shallnot be adjusted for the retained earnings and other related financial statement items at the beginning of the yearwhen adjustment of cumulative affected amount is mad. The implementation of this provision has not had a majorimpact on the financial condition and operating results of the company.
(2) Implementation of Finance and Accounting [2022] No. 13The company has adopted simplified methods for alllease contracts that met the conditions before the adjustment of application scope and all similar lease contractsthat met the conditions after the adjustment of application scope, and retroactively adjusted relevant leasecontracts that have adopted lease change for accounting treatment before the issue of the Notice without adjustingthe early comparative financial statement data; the implementation of this provision from January 1, 2022 to theimplementation date of this Notice has not had a major impact on the financial condition and operating results ofthe company.
(3) Implementation of Accounting Standards for Business Enterprises Interpretation No. 16The Ministry of Finance issued Accounting Standards for Business Enterprises Interpretation No. 16 (CK (2022)No.31) on November 30, 2022 (hereinafter referred to as “Interpretation No. 16”).
① Accounting for the income tax impact of dividends related to financial instruments classified by the issuer asequity instrumentsInterpretation No.16 stipulates that for financial instruments classified by the enterprise as equity instruments,where relevant dividend expenditures are deducted before enterprise income tax according to relevant provisionsof tax policies, the income tax impact related to dividends shall be recognized when dividends payable are
recognized, and the income tax impact of dividends shall be included into current profit and loss or owner’s equityitems (including other comprehensive income item) in the way consistent with the accounting treatment adoptedfor previous transactions or matters that generate profits available for distribution.This provision came into force as of the date of promulgation. If relevant dividends payable occur from January 1,2022 to the date of implementation, it shall be adjusted according to this provision; if relevant dividends payableoccur before January 1, 2022 and the recognition of relevant financial instruments is not terminated on January 1,2022, retroactive adjustment shall be made. The implementation of this provision has not had a major impact onthe financial condition and operating results of the company.
①Accounting treatment in which the enterprise modifies the share payment settled by cash to share paymentsettled by equityInterpretation No. 16 clarifies that if the enterprise modifies the terms and conditions in the agreement of sharepayment settled by cash to make it share payment settled by equity, on the modification date (whether within orafter the waiting period), it shall calculate the share payment settled by equity according to the fair value on thedate of modifying the granted equity instruments, and include the acquired services into capital reserve. At thesame time, it shall terminate the recognition of liabilities of the share payment settled by cash recognized on themodification date, and include the difference into current profit and loss.This provision came into force as of the date of promulgation, and relevant new transactions from January 1, 2022to the date of implementation shall be adjusted according to this provision; if relevant transactions occurringbefore January 1, 2022 are not treated according to this provision, retroactive adjustment shall be made, and thecumulative affected amount shall be adjusted to retained earnings and other related items as of January 1, 2022,without adjusting the early comparative financial statement data. The implementation of this provision has not hada major impact on the financial condition and operating results of the company.VII. Compare with last year’s financial report; explain changes in consolidation statement’sscope?Applicable □ Not applicableDuring the reporting period, newly established the Dongguan Shenliang Hualian Grain & Oil Trading Co., Ltd, acquired the WuhanJiacheng Biotechnology Co., Ltd and cancellation of the Heilongjiang Hongxinglong Nongken Shenxin Cereals Industrial Park Co.,ltd and Shenzhen Shenbao Property Management Co., Ltd.In this period, Zhenpin Market Operation Technology Co., Ltd. and Shenliang Hongli Grain and Oil (Shenzhen) Co., Ltd. were newlyestablished. The company lost its control right over Hangzhou Ju Fang Yong Trading Co., Ltd. as the latter was transferred to thedesignated manager of the court due to bankruptcy liquidation. Shenzhen Shenbao Technology Center Co., Ltd. (hereinafter referred toas “Shenbao Technology”) was absorbed and merged by Shenbao Huacheng before being canceled.VIII. Appointment and dismissal of CPAAccounting firm appointed
| Name of domestic accounting firm | BDO China Shu Lun Pan Certified Public Accountant LLP |
| Remuneration for domestic accounting firm (in 10 thousand Yuan) | 74 |
| Continuous life of auditing service for domestic accounting firm | 4 |
| Name of domestic CPA | Qi Tao, Tao Guoheng |
| Continuous life of auditing service for domestic CPA | 4, 3 |
Whether re-appointed accounting firms in this period or not
□ Yes ? No
Appointment of internal control auditing accounting firm, financial consultant or sponsor?Applicable □ Not applicableDuring the reporting period, BDO China Shu Lun Pan Certified Public Accountant LLP was hired as the internal control auditagency of the Company, 290,000 yuan for internal control audit fee.
IX. Particular about delisting after annual report disclosed
□ Applicable ?Not applicable
X. Bankruptcy reorganization
□ Applicable ?Not applicable
No bankruptcy reorganization for the Company in reporting periodXI. Significant lawsuits and arbitration of the Company?Applicable □ Not applicable
| Lawsuits (arbitration) | Amount involved (in 10 thousand yuan) | Resulting in an accrual liability (Y/N) | Progress | Trial result and influence | Execution of judgment | Disclosure date | Disclosure index |
| As of 31 December 2022, other lawsuits that did not meet the disclosure standards for significant lawsuits mainly included the | 10,621.13 | Yes, the single loan contract dispute from subordinate enterprise of the Company is expected to form an accrual liability of 5,136,600.00 yuan approximately. | The Company actively makes use of the advantageous resources of internal legal affairs and external laws firm to follow up and deal with the lawsuit-related | After comprehensive analysis, the result of the cases involved in the lawsuits will not have a significant impact on the Company | It is actively advancing | Not applicable |
| following: disputes over purchase and sales contract, dispute over loan contract, disputes over construction contracts, Disputes over company separation contracts, housing lease contracts, etc. | Other lawsuit-related cases are relatively small in individual amount, and will not have a significant impact on the Company when analyzed in conjunction with the progress of these cases. | cases. At present, the Company is responding to and dealing with the cases effectively in accordance with relevant laws and regulations |
XII. Penalty and rectification
□ Applicable ?Not applicable
No penalty and rectification for the Company in reporting period.XIII. Integrity of the Company and its controlling shareholders and actual controllers
□ Applicable ?Not applicable
XIV. Major related transaction
1. Related transaction with routine operation concerned
□ Applicable ? Not applicable
No related transaction occurred in the period with routine operation concerned
2. Assets or equity acquisition, and sales of assets and equity
□ Applicable ? Not applicable
No related transaction concerning the asses or equity acquisition and sold in the period
3. Related transaction of foreign investment
□ Applicable ?Not applicableNo related transaction of foreign investment occurred in the period
4. Related credits and liabilities
□ Applicable ? Not applicable
No related credits and liabilities occurred in period
5. Contact with the related finance companies
□ Applicable ?Not applicable
There are no deposits, loans, credits or other financial business between the finance companies with associated relationship andrelated parties
6. Transactions between the finance company controlled by the Company and related parties
□ Applicable ? Not applicable
There are no deposits, loans, credits or other financial business between the finance companies controlled by the Company andrelated parties
7. Other major related transaction
□ Applicable ?Not applicable
No other major related transaction in the Period.XV. Significant contract and implementations
1. Trusteeship, contract and leasing
(1) Trusteeship
□ Applicable ?Not applicable
No trusteeship for the Company in reporting period
(2) Contract
□ Applicable ?Not applicable
No contract for the Company in reporting period
(3) Leasing
□ Applicable ?Not applicable
No leasing in the Period
2. Major Guarantee
?Applicable □ Not applicable
Unit: 10 thousand yuan
| External Guarantee (not including guarantees to subsidiaries) | ||||||||||
| Name of the Company guaranteed | Related Announcement disclosure date | Guarantee limit | Actual date of happening | Actual guarantee limit | Guarantee type | Collateral (if any) | Counter guarantee (if any) | Guarantee term | Complete implementation or not | Guarantee for related party (Y/N) |
| Guarantee for subsidiaries | ||||||||||
| Name of the Company guaranteed | Related Announcement disclosure date | Guarantee limit | Actual date of happening | Actual guarantee limit | Guarantee type | Collateral (if any) | Counter guarantee (if any) | Guarantee term | Complete implementation (Y/N) | Guarantee for related party (Y/N) |
| Dongguan International Food Industrial Park Development Co., Ltd. | 2021-07-17 | 37,632 | 2018-07-27 | 0 | Joint liability guaranty | N/A | N/A | 14 years | Y | N |
| Dongguan Shenliang Logistics Co., Ltd. | 2021-07-17 | 21,070 | 2020-10-20 | 0 | Joint liability guaranty | N/A | N/A | 14 years | Y | N |
| Total amount of approved guarantee for subsidiaries in reporting period (B1) | 80,923 | Total amount of actual guarantee for subsidiaries in reporting period (B2) | 1,790 | |||||||
| Total amount of approved guarantee for subsidiaries at the end of reporting period (B3) | 80,923 | Total balance of actual guarantee for subsidiaries at the end of reporting period (B4) | 0 | |||||||
| Guarantee of subsidiaries for subsidiaries | ||||||||||
| Name of the Company guarantee | Related Announcement disclosur | Guarantee limit | Actual date of happening | Actual guarantee limit | Guarantee type | Collateral (if any) | Counter | Guarantee term | Complete implementation | Guarantee for related party |
| d | e date | guarantee (if any) | or not(Y/N) | (Y/N) | |||||||
| Dongguan Shenliang Logistics Co., Ltd. | 27,300 | 2015-07-13 | 0 | Joint liability guaranty | N/A | N/A | 8 years | Y | N | ||
| Dongguan International Food Industrial Park Development Co., Ltd. | 39,168 | 2018-07-27 | 0 | Joint liability guaranty | N/A | N/A | 14 years | Y | N | ||
| Total amount of approved guarantee for subsidiaries in reporting period (C1) | 49,062 | Total amount of actual guarantee for subsidiaries in reporting period (C2) | 1,863 | ||||||||
| Total amount of approved guarantee for subsidiaries at the end of reporting period (C3) | 49,062 | Total balance of actual guarantee for subsidiaries at the end of reporting period (C4) | 0 | ||||||||
| Total amount of guarantee of the Company (total of three above mentioned guarantee) | |||||||||||
| Total amount of approved guarantee in reporting period (A1+B1+C1) | 129,985 | Total amount of actual guarantee in reporting period (A2+B2+C2) | 3,653 | ||||||||
| Total amount of approved guarantee at the end of reporting period (A3+B3+C3) | 129,985 | Total balance of actual guarantee at the end of reporting period (A4+B4+C4) | 0 | ||||||||
| The proportion of the total amount of actual guarantee in the net assets of the Company ( A4+ B4+C4) | 0.00% | ||||||||||
| Including: | |||||||||||
| Balance of guarantees provided for shareholders, actual controllers, and their related parties (D) | 0 | ||||||||||
| Debt guarantee balance provided directly or indirectly for guaranteed objects with an asset liability ratio exceeding 70% (E) | 0 | ||||||||||
| Guarantee amount exceeding 50% of net assets (F) | 0 | ||||||||||
| Total amount of the aforesaid three guarantees (D+E+F) | 0 |
| Explanation of situations where there is a guarantee liability or evidence indicating the possibility of assuming joint and several liability for unexpired guarantee contracts during the reporting period(if applicable) | N/A |
| Explanations on external guarantee against regulated procedures (if applicable) | N/A |
Explanation on guarantee with composite wayNil
3. Entrusted cash asset management
(1) Entrusted financing
? Applicable □Not applicableEntrusted financing in the period
Unit: 10 thousand yuan
| Type | Fund sources | Amount occurred | Undue balance | Overdue amount | Impairment amount accrual for overdue financial management |
| Bank financial products | Owned fund | 63,446 | 4,500 | 0 | 0 |
| Total | 63,446 | 4,500 | 0 | 0 | |
Details of high-risk trust financing with significant individual amounts, low safety or liquidity
□ Applicable ?Not applicable
Expected inability to recover the principal of trust financing or other situations that may lead to impairment in trusting financing
□ Applicable ?Not applicable
(2) Entrusted loans
□ Applicable ?Not applicable
No entrusted loans in the Period
4. Other material contracts
□ Applicable ? Not applicable
No other material contracts in the period.
XVI. Explanation on other significant events?Applicable □ Not applicable
1. Personnel changes in BOD, BOS and senior executives
(1) On January 12, 2022, the company received a written resignation report submitted by Director of Company Mr. Wang Li. Sincehe has reached the statutory retirement age, Mr. Wang Li applied to resign from Director of Company, and would no longer hold anyother position in the company after his resignation. For details, please see the “Company Announcement on Director Retirement andResignation” published on www.cninfo.com.cn on January 14, 2022.
(2) On June 5, 2022, Chairman and Legal Representative of Company Mr. Zhu Junming passed away due to illness, and the numberof directors of the company was reduced from 8 to 7, not lower than the minimum number of directors stipulated in the CompanyLaw. For details, please see the “Company Announcement on the Death of Chairman and Legal Representative” published onwww.cninfo.com.cn on June 7, 2022.
(3) On September 19, 2022, the company received a written resignation report submitted by Director of Company Mr. Lu Qiguang.Since he has reached the statutory retirement age, Mr. Lu Qiguang applied to resign from Director of Company, and would no longerhold any other position in the company after his resignation. For details, please see the “Company Announcement on DirectorRetirement and Resignation” published on www.cninfo.com.cn on September 21, 2022.
XVII. Significant event of subsidiary of the Company
□Applicable ?Not applicable
Section VII. Changes in Shares and Particulars about Shareholders
I. Changes in Shares
1. Changes in shares
Unit: Share
| Before the Change | Increase/Decrease in the Change (+, -) | After the Change | |||||||
| Amount | Proportion | New shares issued | Bonus shares | Capitalization of public reserve | Others | Subtotal | A mount | Proportion | |
| I. Restricted shares | 684,601,142 | 59.40% | 0 | 0 | 0 | -31,575 | -31,575 | 684,569,567 | 59.40% |
| 1. State-owned shares | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| 2. State-owned corporate shares | 684,569,567 | 59.40% | 0 | 0 | 0 | 0 | 0 | 684,569,567 | 59.40% |
| 3. Other domestic shares | 31,575 | 0.00% | 0 | 0 | 0 | -31,575 | -31,575 | 0 | 0.00% |
| Including: Domestic legal person’s shares | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| Domestic nature person’s shares | 31,575 | 0.00% | 0 | 0 | 0 | -31,575 | -31,575 | 0 | 0.00% |
| 4. Foreign shares | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| Including: Foreign corporate shares | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| overseas nature person’s share | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| II. Unrestricted shares | 467,934,112 | 40.60% | 0 | 0 | 0 | 31,575 | 31,575 | 467,965,687 | 40.60% |
| 1. RMB common shares | 416,184,832 | 36.11% | 0 | 0 | 0 | 31,575 | 31,575 | 416,216,407 | 36.11% |
| 2. Domestically listed foreign shares | 51,749,280 | 4.49% | 0 | 0 | 0 | 0 | 0 | 51,749,280 | 4.49% |
| 3. Foreign listed foreign shares | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| 4. Other | 0 | 0.00% | 0 | 0 | 0 | 0 | 0 | 0 | 0.00% |
| III. Total shares | 1,152,535,254 | 100.00% | 0 | 0 | 0 | 0 | 0 | 1,152,535,254 | 100.00% |
Reasons for changes in share
□ Applicable ? Not applicable
Approval of changes in share
□ Applicable ? Not applicable
Ownership transfer of changes in share
□ Applicable ? Not applicable
Influence of changes in share on basic EPS, diluted EPS as well as other financial indexes of net assets per share attributable tocommon shareholders of the Company in latest year and period
□ Applicable ? Not applicable
Other information necessary to be disclosed in the viewpoint of the Company or that required to be disclosed by securities regulators
□ Applicable ? Not applicable
2. Changes in restricted shares
□ Applicable ?Not applicable
II. Securities issuance and listing
1. Security offering (without preferred stock) in the reporting period
□ Applicable ?Not applicable
2. Changes in total shares and shareholders structure as well as explanation on changes in assets andliability structure
□ Applicable ?Not applicable
3. Existing internal staff shares
□ Applicable ?Not applicable
III. Particulars about shareholders and actual controller of the Company
1. Number of shareholders and particulars about shares holding
Unit: Share
| Total common stock shareholders at the end of reporting period | 51,102 | Total common stock shareholders at the end of last month before annual report | 51,925 | Total preferred shareholders with voting rights recovered at the end of reporting period (if applicable) (refer to Note 8) | 0 | Total preferred shareholders with voting rights recovered at end of last month | 0 |
| disclosed | before annual report disclosed (if applicable) (refer to Note 8) | |||||||
| Particulars about shareholders holding more than 5% shares of the company or top ten shareholders | ||||||||
| Name of Shareholders | Nature of shareholder | Proportion of shares held | Total shares held at the end of reporting period | Changes in reporting period | Quantity of restricted shares held | Quantity of unrestricted shares held | Information of shares pledged, tagged or frozen | |
| State of share | Quantity | |||||||
| Shenzhen Food Materials Group Co., Ltd | State-owned legal person | 63.79% | 735,237,253 | 0 | 669,184,735 | 66,052,518 | ||
| Shenzhen Agricultural Products Group Co., Ltd | State-owned legal person | 8.23% | 94,832,294 | 0 | 15,384,832 | 79,447,462 | ||
| Dongguan Fruit, Vegetable, and Non- staple Food Trading Market Co., Ltd | Domestic non-state-owned legal person | 0.75% | 8,698,216 | 8,698,200 | 0 | 8,698,216 | ||
| Lin Junbo | Domestic nature person | 0.41% | 4,702,800 | 1,102,800 | 0 | 4,702,800 | ||
| Hong Kong Securities Clearing Company | Foreign legal person | 0.41% | 4,681,096 | 2,018,509 | 0 | 4,681,096 | ||
| Deng Lijun | Domestic nature person | 0.33% | 3,768,470 | 3,768,470 | 0 | 3,768,470 | ||
| Sun Huiming | Domestic nature person | 0.29% | 3,399,962 | 149,900 | 0 | 3,399,962 | ||
| Zhong Zhenxin | Domestic nature person | 0.29% | 3,295,500 | 0 | 0 | 3,295,500 | |||
| Chen Jiuyang | Domestic nature person | 0.24% | 2,761,070 | -95,630 | 0 | 2,761,070 | |||
| Sun Limei | Domestic nature person | 0.13% | 1,541,000 | 1,541,000 | 0 | 1,541,000 | |||
| Strategy investors or general legal person becoming top 10 common shareholders due to rights issue (if applicable) (see note 3) | N/A | ||||||||
| Explanation on associated relationship among the aforesaid shareholders | Shenzhen SASAC directly holds 100% equity of Shenzhen Food Materials Group Co., Ltd., and holds 34% equity of Shenzhen Agricultural Products Group Co., Ltd. indirectly through Shenzhen Food Materials Group Co., Ltd.; the Company was not aware of any related relationship between other shareholders above, and whether they are parties acting in concert as defined by the Acquisition Management Method of Listed Company. | ||||||||
| Description of the above shareholders involved with delegating/entrusted voting rights and abstention from voting rights. | N/A | ||||||||
| Special note on the repurchase account among the top 10 shareholders (if applicable) (see note 10) | N/A | ||||||||
| Particular about top ten shareholders holding unrestricted shares | |||||||||
| Shareholders’ name | Quantity of unrestricted shares held at Period-end | Type of shares | |||||||
| Type | Quantity | ||||||||
| Shenzhen Food Materials Group Co., Ltd | 79,447,462 | RMB common shares | 79,447,462 | ||||||
| Shenzhen Agricultural Products Group Co., Ltd | 66,052,518 | RMB common shares | 66,052,518 | ||||||
| Dongguan Fruit, Vegetable, and Non-staple Food Trading Market Co., Ltd | 8,698,216 | RMB common shares | 8,698,216 | ||||||
| Lin Junbo | 4,702,800 | RMB common shares | 4,702,800 | ||||||
| Hong Kong Securities Clearing Company | 4,681,096 | RMB common shares | 4,681,096 | ||||||
| Deng Lijun | 3,768,470 | RMB common shares | 3,768,470 | ||||||
| Sun Huiming | 3,399,962 | Domestically listed foreign shares | 3,399,962 | ||||||
| Zhong Zhenxin | 3,295,500 | RMB common shares | 3,295,500 | ||||||
| Chen Jiuyang | 2,761,070 | RMB common shares | 2,761,070 | ||||||
| Sun Limei | 1,541,000 | RMB common shares | 1,541,000 | ||||||
| Explanation of the association or concerted action between | Shenzhen SASAC directly holds 100% equity of Shenzhen Food Materials Group Co., Ltd., and holds 34% of Shenzhen Agricultural Products Group Co., Ltd. indirectly through Shenzhen Food | ||||||||
| the top 10 shareholders of non-restricted and tradable shares, as well as between the top 10 shareholders of non-restricted and tradable shares and the top 10 shareholders | Materials Group Co., Ltd.; the Company was not aware of any related relationship between other shareholders above, and whether they are parties acting in concert as defined by the Acquisition Management Method of Listed Company. |
| Explanation on the participation of the top 10 ordinary shareholders in margin trading and securities lending business (if any) (see Note 4) | At the end of reporting period, Lin Junbo, a shareholder of the company, held 3,285,700 shares of the Company under customer credit trading secured securities account through China Merchants Securities Co., Ltd., and held 1,417,100 shares of the company under common account, totally holding 4,702,800 shares of the Company. During the reporting period, shares held by Lin Junbo under the credit trading secured securities account reduced by 314,300 shares, shares held by him under common account rose by 1,417,100 shares, and shares held by Lin Junbo rose by 1,102,800 shares. At the end of reporting period, Sun Limei, a shareholder of the company, held 1,535,000 shares of the Company under customer credit trading secured securities account through Guangfa Securities Co., Ltd, and held 6,000 shares of the Company under common account, totally holding 1,541,000 shares of the Company. During the reporting period, shares held by Lin Sun Limei under the credit trading secured securities account rose by 1,535,000 shares, shares held by her under common account rose by 6,000 shares, and shares held by Sun Limei rose by 1,541,000 shares. |
Do ten common stock shareholders or top ten common stock shareholders of un-restrict shares have a buy-back agreement dealing inreporting period?
□ Yes ? No
The top ten common stock shareholders or top ten common stock shareholders of un-restrict shares of the Company have nobuy-back agreement dealing in reporting period.
2. Controlling shareholder of the Company
Nature of controlling shareholders: local state-owned holdingType of controlling shareholders: legal person
| Controlling shareholders | Legal person/person in charge of the unit | Date of establishment | Organization code | Main operation business |
| Shenzhen Food Materials Group Co., Ltd | He Jianfeng | 2017-12-14 | 91440300MA5EWWPXX2 | The general business projects are: food safety infrastructure construction (including the upgrading of the farmers ’market, the upgrading of public places canteens, the construction of community cooked food centers, and the construction of agricultural product bases); safe food |
| circulation and terminal sales; the establishment of food distribution channel platforms; Food industry investment and operation (Including the M & A investment of the core resources of the food industry chain and the cultivation of enterprises in the future direction); Domestic trade (excluding franchised, monopolized, and exclusively controlled commodities); engaging in import and export business (except for items prohibited by laws, administrative regulations, and the State Council, restricted items can only be operated after obtaining permission); online business activities (excluding restricted items). Licensed business items are food sales and supply business; emergency material production and operation; production, purchase and sale of I, II and III medical devices; pharmaceutical wholesale; ordinary freight, professional transportation, warehousing and logistics. | ||
| Equity of other domestic and foreign listed companies controlled and participated in by controlling shareholders during the reporting period | In addition to holding 63.79% equity of the company, Food Materials Group holds 34% equity of Agricultural Products. | |
Changes of controlling shareholders in reporting period
□ Applicable ?Not applicable
The controlling shareholder of the company has not changed during the reporting period.
3. Actual controller and persons acting in concert
Nature of actual controller: local state-owned assets managementType of actual controller: legal person
| Actual controller | Legal person/person in charge of the unit | Date of establishment | Organization code | Main operation business |
| Shenzhen Municipal People’s Government State-owned Assets Supervision & Administration Commission | Wang Yongjian | 2004-04-02 | 11440300K317280672 | State-owned assets supervision and management |
| Equity of other domestic/foreign listed company controlled by actual controller in reporting period | - | |||
Changes of actual controller in reporting period
□ Applicable ?Not applicable
No changes of actual controllers for the Company in reporting period.Property right and controlling relationship between the actual controller and the Company is as follow
Actual controller controlling the Company by entrust or other assets management
□ Applicable ?Not applicable
4. The total number of shares pledged by controlling shareholders or the first majority shareholder and itspersons acting in concert accounts for 80% of the shares held by them
□ Applicable ?Not applicable
5. Particulars about other legal person shareholders with over 10% shares held
□ Applicable ?Not applicable
6. Limitation and reducing the holdings of shares of controlling shareholders, actual controllers,restructuring party and other commitment subjects
□ Applicable ?Not applicable
IV. The specific implementation of shares buy-back during the reporting periodImplementation progress of shares buy-back
□ Applicable ? Not applicable
Progress in implementing centralized bidding trading to reduce holdings of repurchase shares
□ Applicable ? Not applicable
Section VIII. Preferred Stock
□ Applicable ? Not applicable
The Company had no preferred stock in the Period.
Section IX. Corporate Bonds
□ Applicable ?Not applicable
Section X. Financial Report
I. Audit Report
| Type of audit opinion | Standard unqualified opinion |
| Signing date of audit report | 2023-04-24 |
| Name of audit institute | BDO China Shu Lun Pan Certified Public Accountant LLP |
| Document serial of audit report | BDO CPAs Zi[2023]No. ZL10130 |
| Name of the CPA | Qi Tao, Tao Guoheng |
Text of auditing reportAuditor’s Report
BDO CPAs Zi[2023]No. ZL10130
To all shareholders of SHENZHEN CEREALS HOLDINGS CO., LTD.:
1. Auditing opinions
We have audited the financial statement under the name of SHENZHEN CEREALS HOLDINGS CO., LTD.(hereinafter referred to as “SZCH”), including the consolidated and parent Company’s balance sheet of December31, 2022 and profit statement, and cash flow statement, and statement on changes of shareholders’ equity for theyear ended, and notes to the financial statements for the year ended.In our opinion, the Company’s financial statements have been prepared in accordance with the AccountingStandards for Business Enterprises, and they fairly present the financial status of the Company and of its parentcompany as of December 31, 2022 and its operation results and cash flows for the year ended.
2. Basis of opinion
We conducted our audit in accordance with the Auditing Standards for Certified Public Accountants of China. Ourresponsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of theFinancial Statements” section of the auditor’s report. We are independent of the Company in accordance with theCertified Public Accountants of China’s Code of Ethics for Professional Accountants, and we have fulfilled ourother ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.
3. Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion onthis matter.The key audit matters identified in our audit are summarized as follows:
| Key audit matters | How to deal with the matter in audit |
| (i) Revenue recognition | |
For details and analysis of accounting policy of revenuerecognition, please refer to Note V(30) and Note VII (39)of consolidated financial statements.SZCH operating revenue for 2022 is 8,312,723,100 yuan,including: the grain and oil trading and processingbusiness is 7,060,875,500 yuan, accounting for 84.94%of the operating revenue. The grain and oil trading andprocessing business has a significant impact on thefinancial statement, and it is one of the key index ofperformance of SZCH, which has a special risk inmanipulation for achieving the predicted target,therefore, the identification of operating income will belisted as the key auditing event.
| For details and analysis of accounting policy of revenue recognition, please refer to Note V(30) and Note VII (39) of consolidated financial statements. SZCH operating revenue for 2022 is 8,312,723,100 yuan, including: the grain and oil trading and processing business is 7,060,875,500 yuan, accounting for 84.94% of the operating revenue. The grain and oil trading and processing business has a significant impact on the financial statement, and it is one of the key index of performance of SZCH, which has a special risk in manipulation for achieving the predicted target, therefore, the identification of operating income will be listed as the key auditing event. | The main audit procedures we implemented for the inventory and inventory falling price reserves include: (1) Understand, evaluate and test the internal control design and implementation related to revenue recognition of SZCH; (2) Check the main sales contracts, identify terms related to transfer of the main risks and rewards on the ownership of goods, and evaluate whether the revenue recognition policy conforms to the Accounting Standards for Business Enterprise; (3) Carry out substantive analysis procedures for operating revenue and gross profit rate by month, products, etc., identify whether there is significant or abnormal fluctuation, and review the rationality of revenue; (4) We use sampling method to check the supporting documents related to revenue recognition, including sales contract, sales invoice, delivery order, goods right transfer document and accounting voucher, etc.; (5) In combination with the L/C receivable, confirm the sales volume of the current period to the main customers by sampling; (6) Carry out a cut-off test on the business income recognized before and after the balance sheet date to assess whether the business income is recognized in the appropriate accounting period. |
| (ii) Inventory and inventory falling price reserves | |
For more details of inventory and inventory impairment,please refer to Note V (15) and Note VII (9) ofconsolidated financial statements.As of December 31, 2022, the inventory book balancepresented on the consolidated financial statements ofSZCH was 3,698,848,700 yuan, and the amount ofinventory falling price reserves was 99,806,700 yuan,book value of inventories was 3,599,042,000 yuan,accounting for 48.37% of the total assets. Inventory is
| For more details of inventory and inventory impairment, please refer to Note V (15) and Note VII (9) of consolidated financial statements. As of December 31, 2022, the inventory book balance presented on the consolidated financial statements of SZCH was 3,698,848,700 yuan, and the amount of inventory falling price reserves was 99,806,700 yuan, book value of inventories was 3,599,042,000 yuan, accounting for 48.37% of the total assets. Inventory is | The main audit procedures we implemented for the inventory and inventory falling price reserves of SZCH include: (1) Understood, evaluated and tested the internal control design and implementation related to inventory falling price reserves of SZCH; (2) We performed the inventory monitoring procedures for inventory, and checked the quantity and condition; (3) Acquired the calculation table of inventory falling price reserve, implemented the inventory impairment test procedure, and analyzed whether provision for |
| measured at the lower one between the cost and the net realizable value. Due to the large amount of money of inventory, the SZCH management (Hereinafter referred to as “management”) needed to make significant judgments when determining the decrease in value of inventory, including the consideration of government reserve such as as grain & oil, food and vegetable oil which are affected by futures market, These important judgments have a significant impact on the valuation of inventory and provision for inventory depreciation at period-end; therefore, we determined the inventory and inventory falling price reserves as key audit matters. | inventory falling price reserves was sufficient; (4) We obtained the year-end inventory age list, conducted an analytical review of the inventory with long inventory age combine with the condition of products, and analyzed whether inventory falling price reserves was sufficient; (5) For the products that can obtain the selling price in open market, select samples, independently query the public market price information and compare it with the estimated selling price. |
4. Other information
The management of SZCH (hereinafter referred to as the management) is responsible for other information whichincludes the information covered in the Company’s 2022 annual report excluding the financial statement and ouraudit report.
The audit opinion issued by us for the financial statement has not covered other information, for which we do notissue any form of assurance opinions.
Considering our audit on financial statements, we are liable to read other information, during which, we shallconsider whether other information differs materially from the financial statements or that we understand duringour audit, or whether there is any material misstatement.
Based on the works executed by us, we should report the fact if we find any material misstatement in otherinformation. In this regards, we have nothing to report.
5. Responsibilities of management and those charged with governance for the financial statementsThe management of SZCH is responsible for the preparation of the financial statements in accordance with theAccounting Standards for Enterprise to secure a fair presentation, and for the design, establishment andmaintenance of the internal control necessary to enable the preparation of financial statements that are free frommaterial misstatement, whether due to fraud or error.
In preparing the financial statements, the management is responsible for assessing the Company’s ability tocontinue as a going concern (if applicable), disclosing matters related to going concern and using the goingconcern assumption unless the management either intends to liquidate the Company or to cease operations, or hasno realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
6. Responsibilities of the auditor for the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an audit report that includes our audit opinion.Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordancewith the CAS will always detect a material misstatement when it exists. Misstatements can arise from fraud orerror and are considered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on the basis of the financial statements.
As part of an audit in accordance with the CAS, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:
(i) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for audit opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
(ii) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances
(iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by the management.
(iv) Conclude on the appropriateness of the management’s use of the going concern assumption and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company’s ability to continue as a going concern. If we conclude that a materialuncertainty exists, we are required by the CAS to draw users’ attention in audit report to the related disclosures inthe financial statements or, if such disclosures are inadequate, to modify audit opinion. Our conclusions are basedon the information obtained up to the date of audit report. However, future events or conditions may cause theCompany to cease to continue as a going concern.
(v) Evaluate the overall presentation, including the disclosures, structure and content of the financial statementsand whether the financial statements represent the underlying transactions and events in a manner that achievesfair presentation.
(vi) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or businessactivities within the Company to express audit opinion on the financial statements. We are responsible for the
direction, supervision and performance of the group audit. We remain solely responsible for audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence, and relevant countermeasures (if applicable).
From the matters communicated with those charged with governance, we determine those matters that were ofmost significance in the audit of the financial statements of the current period and are therefore the key auditmatters. We describe these matters in the auditor’s report unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances, we determine that a matter should not becommunicated in the auditor’s report because of the adverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of such communication.
BDO China Shu Lun Pan CPAs Chinese CPA：Qi Tao(LLP) (Engagement partner)
Chinese CPA: Tao Guoheng
Shanghai· China April 24, 2023
II. Financial StatementStatement in Financial Notes are carried in RMB/CNY
1. Consolidated Balance Sheet
Prepared by SHENZHEN CEREALS HOLDINGS CO., LTD.December 31, 2022
Unit: RMB/CNY
| Item | December 31, 2022 | December 31, 2021 |
| Current assets: | ||
| Monetary funds | 54,103,771.00 | 50,409,923.65 |
| Settlement provisions | 0.00 | 0.00 |
| Capital lent | 0.00 | 0.00 |
| Tradable financial assets | 46,676,652.91 | 211,060,770.50 |
| Derivative financial assets | 0.00 | 0.00 |
| Note receivable | 270,109.00 | 687,242.00 |
| Account receivable | 236,829,100.95 | 283,047,341.62 |
| Receivable financing | 0.00 | 0.00 |
| Accounts paid in advance | 65,487,390.88 | 115,894,774.61 |
| Insurance receivable | 0.00 | 0.00 |
| Reinsurance receivables | 0.00 | 0.00 |
| Contract reserve of reinsurance receivable | 0.00 | 0.00 |
| Other account receivable | 32,910,189.14 | 32,377,838.35 |
| Including: Interest receivable | ||
| Dividend receivable | ||
| Buying back the sale of financial assets | ||
| Inventories | 3,599,041,970.52 | 3,460,618,674.81 |
| Contract assets | 0.00 | 0.00 |
| Assets held for sale | 0.00 | 0.00 |
| Non-current asset due within one year | 0.00 | 0.00 |
| Other current assets | 32,597,421.26 | 88,457,984.90 |
| Total current assets | 4,067,916,605.66 | 4,242,554,550.44 |
| Non-current assets: |
| Loans and payments on behalf | ||
| Debt investment | ||
| Other debt investment | ||
| Long-term account receivable | ||
| Long-term equity investment | 70,676,534.63 | 73,490,443.49 |
| Investment in other equity instrument | 0.00 | 0.00 |
| Other non-current financial assets | 57,500.00 | 57,500.00 |
| Investment real estate | 217,137,461.76 | 233,096,698.49 |
| Fixed assets | 2,141,336,538.86 | 2,127,831,149.19 |
| Construction in progress | 186,884,912.13 | 207,946,539.97 |
| Productive biological asset | 368,309.40 | 378,001.80 |
| Oil and gas asset | 0.00 | 0.00 |
| Right-of-use assets | 78,304,838.28 | 97,648,674.06 |
| Intangible assets | 594,428,051.55 | 609,405,194.82 |
| Expense on Research and Development | 0.00 | 0.00 |
| Goodwill | 1,953,790.56 | 1,953,790.56 |
| Long-term expenses to be apportioned | 33,076,249.90 | 28,795,206.45 |
| Deferred income tax asset | 40,240,466.35 | 40,529,425.47 |
| Other non-current asset | 8,953,415.90 | 5,931,731.58 |
| Total non-current asset | 3,373,418,069.32 | 3,427,064,355.88 |
| Total assets | 7,441,334,674.98 | 7,669,618,906.32 |
| Current liabilities: | ||
| Short-term loans | 1,192,211,087.37 | 504,766,782.25 |
| Loan from central bank | 0.00 | 0.00 |
| Capital borrowed | 0.00 | 0.00 |
| Trading financial liability | 288,486.18 | 0.00 |
| Derivative financial liability | 0.00 | 0.00 |
| Note payable | 0.00 | 0.00 |
| Account payable | 390,149,018.13 | 426,906,669.71 |
| Accounts received in advance | 1,355,802.01 | 2,379,891.67 |
| Contract liability | 110,177,908.96 | 182,972,314.85 |
| Selling financial asset of repurchase | 0.00 | 0.00 |
| Absorbing deposit and interbank deposit | 0.00 | 0.00 |
| Security trading of agency | 0.00 | 0.00 |
| Security sales of agency | 0.00 | 0.00 |
| Wage payable | 339,234,506.43 | 320,706,055.47 |
| Taxes payable | 70,739,384.81 | 86,813,588.15 |
| Other account payable | 299,793,948.48 | 376,607,198.99 |
| Including: Interest payable | ||
| Dividend payable | 2,933,690.04 | 2,933,690.04 |
| Commission charge and commission payable | ||
| Reinsurance payable | ||
| Liability held for sale | ||
| Non-current liabilities due within one year | 21,770,690.45 | 128,732,475.16 |
| Other current liabilities | 1,112,119.07 | 4,367,576.91 |
| Total current liabilities | 2,426,832,951.89 | 2,034,252,553.16 |
| Non-current liabilities: | ||
| Insurance contract reserve | 0.00 | 0.00 |
| Long-term loans | 0.00 | 730,521,692.22 |
| Bonds payable | 0.00 | 0.00 |
| Including: Preferred stock | 0.00 | 0.00 |
| Perpetual capital securities | 0.00 | 0.00 |
| Lease liability | 60,436,879.66 | 80,173,743.75 |
| Long-term account payable | 17,620,572.48 | 17,266,921.98 |
| Long-term wages payable | 0.00 | 0.00 |
| Accrual liability | 3,500,000.00 | 3,500,000.00 |
| Deferred income | 87,077,137.27 | 93,129,536.68 |
| Deferred income tax liabilities | 13,381,949.47 | 13,868,191.82 |
| Other non-current liabilities | 0.00 | 0.00 |
| Total non-current liabilities | 182,016,538.88 | 938,460,086.45 |
| Total liabilities | 2,608,849,490.77 | 2,972,712,639.61 |
| Owner’s equity: | ||
| Share capital | 1,152,535,254.00 | 1,152,535,254.00 |
| Other equity instrument | 0.00 | 0.00 |
| Including: Preferred stock | 0.00 | 0.00 |
| Perpetual capital securities | 0.00 | 0.00 |
| Capital public reserve | 1,259,639,656.65 | 1,259,639,656.65 |
| Less: Inventory shares | 0.00 | 0.00 |
| Other comprehensive income | 0.00 | 0.00 |
| Reasonable reserve | 220,301.70 | 0.00 |
| Surplus public reserve | 439,624,164.67 | 405,575,490.42 |
| Provision of general risk | ||
| Retained profit | 1,910,954,084.79 | 1,812,541,701.27 |
| Total owner’ s equity attributable to parent company | 4,762,973,461.81 | 4,630,292,102.34 |
| Minority interests | 69,511,722.40 | 66,614,164.37 |
| Total owner’ s equity | 4,832,485,184.21 | 4,696,906,266.71 |
| Total liabilities and owner’ s equity | 7,441,334,674.98 | 7,669,618,906.32 |
Legal Representative: Hu XianghaiPerson in charge of accounting works: Lu YuhePerson in charge of accounting institute: Wen Jieyu
2. Balance Sheet of Parent Company
Unit: RMB/CNY
| Item | December 31, 2022 | January 1, 2022 |
| Current assets: | ||
| Monetary funds | 961,310.17 | 2,264,388.89 |
| Tradable financial assets | 46,676,652.91 | 181,047,789.68 |
| Derivative financial assets | 0.00 | 0.00 |
| Note receivable | 0.00 | 0.00 |
| Account receivable | 87,194,178.84 | 135,678,426.30 |
| Receivable financing | 0.00 | 0.00 |
| Accounts paid in advance | 687,515.40 | 0.00 |
| Other account receivable | 1,560,888,393.94 | 983,939,717.84 |
| Including: Interest receivable | ||
| Dividend receivable | 540,000,000.00 | |
| Inventories | ||
| Contract assets | ||
| Assets held for sale | ||
| Non-current assets maturing within one year | ||
| Other current assets | 274,196.00 | 1,083,482.32 |
| Total current assets | 1,696,682,247.26 | 1,304,013,805.03 |
| Non-current assets: | ||
| Debt investment | 0.00 | 0.00 |
| Other debt investment | 0.00 | 0.00 |
| Long-term receivables | 0.00 | 0.00 |
| Long-term equity investments | 4,033,819,425.09 | 4,048,519,425.09 |
| Investment in other equity instrument | 0.00 | 0.00 |
| Other non-current financial assets | 0.00 | 0.00 |
| Investment real estate | 16,043,323.48 | 16,514,913.76 |
| Fixed assets | 33,752,718.66 | 32,097,138.18 |
| Construction in progress | 0.00 | 239,282.75 |
| Productive biological assets | 368,309.40 | 378,001.80 |
| Oil and natural gas assets | 0.00 | 0.00 |
| Right-of-use assets | 0.00 | 0.00 |
| Intangible assets | 17,032,428.19 | 19,338,264.04 |
| Research and development costs | 0.00 | 0.00 |
| Goodwill | 0.00 | 0.00 |
| Long-term deferred expenses | 3,097,280.23 | 1,538,731.98 |
| Deferred income tax assets | 0.00 | 0.00 |
| Other non-current assets | 8,700,512.47 | 4,602,630.58 |
| Total non-current assets | 4,112,813,997.52 | 4,123,228,388.18 |
| Total assets | 5,809,496,244.78 | 5,427,242,193.21 |
| Current liabilities: |
| Short-term borrowings | 100,073,055.56 | 28,175,026.24 |
| Trading financial liability | 0.00 | 0.00 |
| Derivative financial liability | 0.00 | 0.00 |
| Notes payable | 0.00 | 0.00 |
| Account payable | 0.00 | 0.00 |
| Accounts received in advance | 0.00 | 0.00 |
| Contract liability | 0.00 | 0.00 |
| Wage payable | 27,465,081.26 | 29,472,163.62 |
| Taxes payable | 2,993,808.49 | 2,801,612.80 |
| Other accounts payable | 1,024,148,905.29 | 764,330,925.37 |
| Including: Interest payable | ||
| Dividend payable | 2,933,690.04 | 2,933,690.04 |
| Liability held for sale | ||
| Non-current liabilities due within one year | ||
| Other current liabilities | ||
| Total current liabilities | 1,154,680,850.60 | 824,779,728.03 |
| Non-current liabilities: | ||
| Long-term loans | 0.00 | 0.00 |
| Bonds payable | 0.00 | 0.00 |
| Including: Preferred stock | 0.00 | 0.00 |
| Perpetual capital securities | 0.00 | 0.00 |
| Lease liability | 0.00 | 0.00 |
| Long-term account payable | 0.00 | 0.00 |
| Long term employee compensation payable | 0.00 | 0.00 |
| Accrued liabilities | 3,500,000.00 | 3,500,000.00 |
| Deferred income | 0.00 | 0.00 |
| Deferred income tax liabilities | 0.00 | 0.00 |
| Other non-current liabilities | 0.00 | 0.00 |
| Total non-current liabilities | 3,500,000.00 | 3,500,000.00 |
| Total liabilities | 1,158,180,850.60 | 828,279,728.03 |
| Owners’ equity: | ||
| Share capital | 1,152,535,254.00 | 1,152,535,254.00 |
| Other equity instrument | 0.00 | 0.00 |
| Including: Preferred stock | 0.00 | 0.00 |
| Perpetual capital securities | 0.00 | 0.00 |
| Capital public reserve | 3,018,106,568.27 | 3,018,106,568.27 |
| Less: Inventory shares | 0.00 | 0.00 |
| Other comprehensive income | 0.00 | 0.00 |
| Special reserve | 0.00 | 0.00 |
| Surplus reserve | 167,219,736.53 | 133,171,062.28 |
| Retained profit | 313,453,835.38 | 295,149,580.63 |
| Total owner’s equity | 4,651,315,394.18 | 4,598,962,465.18 |
| Total liabilities and owner’s equity | 5,809,496,244.78 | 5,427,242,193.21 |
3. Consolidated Profit Statement
Unit: RMB/CNY
| Item | 2022 | 2021 |
| I. Total operating income | 8,312,723,058.19 | 10,139,563,710.11 |
| Including: Operating income | 8,312,723,058.19 | 10,139,563,710.11 |
| Interest income | 0.00 | 0.00 |
| Insurance gained | 0.00 | 0.00 |
| Commission charge and commission income | 0.00 | 0.00 |
| II. Total operating cost | 7,717,019,269.26 | 9,504,004,530.36 |
| Including: Operating cost | 7,172,858,434.85 | 8,859,285,309.43 |
| Interest expense | 0.00 | 0.00 |
| Commission charge and commission expense | 0.00 | 0.00 |
| Cash surrender value | 0.00 | 0.00 |
| Net amount of expense of compensation | 0.00 | 0.00 |
| Net amount of withdrawal of insurance contract reserve | 0.00 | 0.00 |
| Bonus expense of guarantee slip | 0.00 | 0.00 |
| Reinsurance expense | 0.00 | 0.00 |
| Tax and extras | 17,936,476.00 | 16,709,081.11 |
| Sales expense | 175,760,616.70 | 250,216,473.67 |
| Administrative expense | 280,557,640.12 | 300,735,585.34 |
| R&D expense | 18,549,053.04 | 20,689,494.13 |
| Financial expense | 51,357,048.55 | 56,368,586.68 |
| Including: Interest expenses | 52,421,870.87 | 57,185,980.70 |
| Interest income | 895,316.44 | 2,369,604.37 |
| Add: Other income | 9,839,784.37 | 15,739,392.31 |
| Investment income (Loss is listed with “-”) | 2,229,228.54 | 4,289,604.50 |
| Including: Investment income on affiliated company and joint venture | -2,813,908.86 | 275,295.65 |
| The termination of income recognition for financial assets measured by amortized cost | 0.00 | 0.00 |
| Exchange income (Loss is listed with “-”) | 0.00 | 0.00 |
| Net exposure hedging income (Loss is listed with “-”) | 0.00 | 0.00 |
| Income from change of fair value (Loss is listed with “-”) | 18,546.91 | 299,292.76 |
| Loss of credit impairment (Loss is listed with “-”) | -1,356,843.59 | 2,154,887.55 |
| Losses of devaluation of asset (Loss is listed with “-”) | -142,507,365.87 | -184,486,526.84 |
| Income from assets disposal (Loss is listed with “-”) | -25,417.69 | 29,437,150.82 |
| III. Operating profit (Loss is listed with “-”) | 463,901,721.60 | 502,992,980.85 |
| Add: Non-operating income | 7,995,011.97 | 14,640,665.53 |
| Less: Non-operating expense | 985,871.48 | 1,505,363.93 |
| IV. Total profit (Loss is listed with “-”) | 470,910,862.09 | 516,128,282.45 |
| Less: Income tax expense | 52,611,993.87 | 79,817,640.62 |
| V. Net profit (Net loss is listed with “-”) | 418,298,868.22 | 436,310,641.83 |
| (i) Classify by business continuity | ||
| 1.continuous operating net profit (net loss listed with ‘-”) | 418,298,868.22 | 436,310,641.83 |
| 2.termination of net profit (net loss listed with ‘-”) | 0.00 | |
| (ii) Classify by ownership | ||
| 1.Net profit attributable to owner’s of parent company | 420,594,871.27 | 428,720,226.09 |
| 2.Minority shareholders’ gains and losses | -2,296,003.05 | 7,590,415.74 |
| VI. Net after-tax of other comprehensive income | ||
| Net after-tax of other comprehensive income attributable to owners of parent company | ||
| (I) Other comprehensive income items which will not be reclassified subsequently to profit of loss | ||
| 1.Changes of the defined benefit plans that re-measured | ||
| 2.Other comprehensive income under equity method that cannot be transfer to gain/loss | ||
| 3.Change of fair value of investment in other equity instrument | ||
| 4.Fair value change of enterprise's credit risk | ||
| 5. Other | ||
| (ii) Other comprehensive income items which will be reclassified subsequently to profit or loss | ||
| 1.Other comprehensive income under equity method that can transfer to gain/loss | ||
| 2.Change of fair value of other debt investment | ||
| 3.Amount of financial assets re-classify to other comprehensive income |
| 4.Credit impairment provision for other debt investment | ||
| 5.Cash flow hedging reserve | ||
| 6.Translation differences arising on translation of foreign currency financial statements | ||
| 7.Other | ||
| Net after-tax of other comprehensive income attributable to minority shareholders | ||
| VII. Total comprehensive income | 418,298,868.22 | 436,310,641.83 |
| Total comprehensive income attributable to owners of parent Company | 420,594,871.27 | 428,720,226.09 |
| Total comprehensive income attributable to minority shareholders | -2,296,003.05 | 7,590,415.74 |
| VIII. Earnings per share: | ||
| (i) Basic earnings per share | 0.3649 | 0.3720 |
| (ii) Diluted earnings per share | 0.3649 | 0.3720 |
As for the enterprise combined under the same control, the net profit achieved by the merged party before combination is 0.00 yuanand the net profit achieved by the merged party in last period is 0.00 yuan.Legal Representative: Hu XianghaiPerson in charge of accounting works: Lu YuhePerson in charge of accounting institute: Wen Jieyu
4. Profit Statement of Parent Company
Unit: RMB/CNY
| Item | 2022 | 2021 |
| I. Operating income | 204,080,212.91 | 152,755,423.01 |
| Less: Operating cost | 471,590.28 | 471,590.28 |
| Taxes and surcharge | 428,343.35 | 683,515.34 |
| Sales expenses | 0.00 | 0.00 |
| Administration expenses | 67,070,054.50 | 67,332,547.72 |
| R&D expenses | 0.00 | 0.00 |
| Financial expenses | -8,044,509.56 | 3,532,095.48 |
| Including: Interest expenses | 1,827,115.61 | 4,179,277.98 |
| Interest income | 9,779,382.27 | 702,381.08 |
| Add: Other income | 308,389.79 | 194,374.00 |
| Investment income (Loss is listed with “-”) | 195,712,249.48 | 151,392,969.32 |
| Including: Investment income on affiliated Company and joint venture | 0.00 | 0.00 |
| The termination of income recognition for financial assets measured by amortized cost (Loss is listed with “-”) | 0.00 | 0.00 |
| Net exposure hedging income (Loss is listed with “-”) | 0.00 | 0.00 |
| Changing income of fair value (Loss is listed with “-”) | 307,033.09 | 299,292.76 |
| Loss of credit impairment (Loss is listed with “-”) | -664.43 | -393,159.80 |
| Losses of devaluation of asset (Loss is listed with “-”) | 0.00 | 0.00 |
| Income on disposal of assets (Loss is listed with “-”) | 0.00 | 0.00 |
| II. Operating profit (Loss is listed with “-”) | 340,481,742.27 | 232,229,150.47 |
| Add: Non-operating income | 5,000.23 | 0.00 |
| Less: Non-operating expense | 150,000.00 | |
| III. Total Profit (Loss is listed with “-”) | 340,486,742.50 | 232,079,150.47 |
| Less: Income tax | ||
| IV. Net profit (Net loss is listed with “-”) | 340,486,742.50 | 232,079,150.47 |
| (i) continuous operating net profit (net loss listed with ‘-”) | 340,486,742.50 | 232,079,150.47 |
| (ii) termination of net profit (net loss listed with ‘-”) | 0.00 | 0.00 |
| V. Net after-tax of other comprehensive income | ||
| (i) Other comprehensive income items which will not be reclassified subsequently to profit of loss | ||
| 1.Changes of the defined benefit plans that re-measured | ||
| 2.Other comprehensive income under equity method that cannot be transfer to gain/loss | ||
| 3.Change of fair value of investment in other equity instrument | ||
| 4.Fair value change of enterprise's credit risk | ||
| 5. Other | ||
| (ii) Other comprehensive income items which will be reclassified subsequently to profit or loss | ||
| 1.Other comprehensive income under equity method that can transfer to gain/loss | ||
| 2.Change of fair value of other debt investment | ||
| 3.Amount of financial assets re-classify to other comprehensive income | ||
| 4.Credit impairment provision for other debt investment | ||
| 5.Cash flow hedging reserve | ||
| 6.Translation differences arising on translation of foreign currency financial statements | ||
| 7.Other | ||
| VI. Total comprehensive income | 340,486,742.50 | 232,079,150.47 |
| VII. Earnings per share: | ||
| (i) Basic earnings per share | ||
| (ii) Diluted earnings per share |
5. Consolidated Cash Flow Statement
Unit: RMB/CNY
| Item | 2022 | 2021 |
| I. Cash flows arising from operating activities: | ||
| Cash received from selling commodities and providing labor services | 8,510,329,807.95 | 10,872,515,643.46 |
| Net increase of customer deposit and interbank deposit | 0.00 | 0.00 |
| Net increase of loan from central bank | 0.00 | 0.00 |
| Net increase of capital borrowed from other financial institution | 0.00 | 0.00 |
| Cash received from original insurance contract fee | 0.00 | 0.00 |
| Net cash received from reinsurance business | 0.00 | 0.00 |
| Net increase of insured savings and investment | 0.00 | 0.00 |
| Cash received from interest, commission charge and commission | 0.00 | 0.00 |
| Net increase of capital borrowed | 0.00 | 0.00 |
| Net increase of returned business capital | 0.00 | 0.00 |
| Net cash received by agents in sale and purchase of securities | 0.00 | 0.00 |
| Write-back of tax received | 84,485,893.36 | 45,244,428.95 |
| Other cash received concerning operating activities | 400,125,909.72 | 479,459,925.25 |
| Subtotal of cash inflow arising from operating activities | 8,994,941,611.03 | 11,397,219,997.66 |
| Cash paid for purchasing commodities and receiving labor service | 7,446,476,870.32 | 9,852,107,611.52 |
| Net increase of customer loans and advances | 0.00 | 0.00 |
| Net increase of deposits in | 0.00 | 0.00 |
| central bank and interbank | ||
| Cash paid for original insurance contract compensation | 0.00 | 0.00 |
| Net increase of capital lent | 0.00 | 0.00 |
| Cash paid for interest, commission charge and commission | 0.00 | 0.00 |
| Cash paid for bonus of guarantee slip | 0.00 | 0.00 |
| Cash paid to/for staff and workers | 342,665,847.76 | 300,172,388.98 |
| Taxes paid | 153,858,115.96 | 169,922,331.66 |
| Other cash paid concerning operating activities | 520,052,010.35 | 634,621,635.96 |
| Subtotal of cash outflow arising from operating activities | 8,463,052,844.39 | 10,956,823,968.12 |
| Net cash flows arising from operating activities | 531,888,766.64 | 440,396,029.54 |
| II. Cash flows arising from investing activities: | ||
| Cash received from recovering investment | 1,281,460,000.00 | 470,050,000.00 |
| Cash received from investment income | 8,146,592.88 | 3,814,981.00 |
| Net cash received from disposal of fixed, intangible and other long-term assets | 276,799.46 | 43,950,678.81 |
| Net cash received from disposal of subsidiaries and other units | 0.00 | 0.00 |
| Other cash received concerning investing activities | 0.00 | 0.00 |
| Subtotal of cash inflow from investing activities | 1,289,883,392.34 | 517,815,659.81 |
| Cash paid for purchasing fixed, intangible and other long-term assets | 198,201,398.37 | 203,585,664.63 |
| Cash paid for investment | 1,106,460,000.00 | 841,680,000.00 |
| Net increase of mortgaged loans | 0.00 | 0.00 |
| Net cash received from subsidiaries and other units obtained | 0.00 | 16,512,205.96 |
| Other cash paid concerning investing activities | 404.68 | 0.00 |
| Subtotal of cash outflow from investing activities | 1,304,661,803.05 | 1,061,777,870.59 |
| Net cash flows arising from investing activities | -14,778,410.71 | -543,962,210.78 |
| III. Cash flows arising from financing activities: | ||
| Cash received from absorbing investment | 4,900,000.00 | 2,401,000.00 |
| Including: Cash received from absorbing minority shareholders’ investment by subsidiaries | 4,900,000.00 | 2,401,000.00 |
| Cash received from loans | 3,638,944,014.55 | 3,189,591,562.34 |
| Other cash received concerning financing activities | 0.00 | 0.00 |
| Subtotal of cash inflow from financing activities | 3,643,844,014.55 | 3,191,992,562.34 |
| Cash paid for settling debts | 3,790,121,597.82 | 2,907,274,264.53 |
| Cash paid for dividend and profit distributing or interest paying | 342,789,753.61 | 301,598,845.09 |
| Including: Dividend and profit of minority shareholder paid by subsidiaries | 676,800.00 | 3,811,557.09 |
| Other cash paid concerning financing activities | 24,485,154.67 | 20,527,342.78 |
| Subtotal of cash outflow from financing activities | 4,157,396,506.10 | 3,229,400,452.40 |
| Net cash flows arising from financing activities | -513,552,491.55 | -37,407,890.06 |
| IV. Influence on cash and cash equivalents due to fluctuation in exchange rate | 167,524.68 | -150,074.44 |
| V. Net increase of cash and cash equivalents | 3,725,389.06 | -141,124,145.74 |
| Add: Balance of cash and cash equivalents at the period -begin | 49,370,080.20 | 190,494,225.94 |
| VI. Balance of cash and cash equivalents at the period -end | 53,095,469.26 | 49,370,080.20 |
6. Cash Flow Statement of Parent Company
Unit: RMB/CNY
| Item | 2022 | 2021 |
| I. Cash flows arising from operating activities: | ||
| Cash received from selling commodities and providing labor services | 176,686,787.63 | 137,263,979.66 |
| Write-back of tax received | 1,708,938.65 | 1,637,543.02 |
| Other cash received concerning operating activities | 3,680,998,303.08 | 1,956,978,556.11 |
| Subtotal of cash inflow arising from operating activities | 3,859,394,029.36 | 2,095,880,078.79 |
| Cash paid for purchasing commodities and receiving labor service | 0.00 | 45,095,000.00 |
| Cash paid to/for staff and workers | 57,765,938.12 | 54,555,323.35 |
| Taxes paid | 446,493.37 | 7,083,053.22 |
| Other cash paid concerning operating activities | 2,660,155,177.37 | 1,252,879,663.51 |
| Subtotal of cash outflow arising from operating activities | 2,718,367,608.86 | 1,359,613,040.08 |
| Net cash flows arising from operating activities | 1,141,026,420.50 | 736,267,038.71 |
| II. Cash flows arising from investing activities: | ||
| Cash received from recovering investment | 718,000,000.00 | 122,550,000.00 |
| Cash received from investment income | 4,590,419.34 | 815,223.96 |
| Net cash received from disposal of fixed, intangible and other long-term assets | 0.00 | 0.00 |
| Net cash received from disposal of subsidiaries and other units | 0.00 | 0.00 |
| Other cash received concerning investing activities | 4,000,000.00 | 0.00 |
| Subtotal of cash inflow from investing activities | 726,590,419.34 | 123,365,223.96 |
| Cash paid for purchasing fixed, intangible and other long-term assets | 9,341,668.55 | 12,812,134.53 |
| Cash paid for investment | 583,000,000.00 | 643,355,000.00 |
| Net cash received from subsidiaries and other units obtained | 0.00 | 0.00 |
| Other cash paid concerning investing activities | 1,053,688,033.44 | 0.00 |
| Subtotal of cash outflow from investing activities | 1,646,029,701.99 | 656,167,134.53 |
| Net cash flows arising from investing activities | -919,439,282.65 | -532,801,910.57 |
| III. Cash flows arising from financing activities: | ||
| Cash received from absorbing investment | 0.00 | 0.00 |
| Cash received from loans | 442,127,475.10 | 757,196,852.36 |
| Other cash received concerning financing activities | 0.00 | 0.00 |
| Subtotal of cash inflow from financing activities | 442,127,475.10 | 757,196,852.36 |
| Cash paid for settling debts | 370,299,684.12 | 729,024,633.14 |
| Cash paid for dividend and profit distributing or interest paying | 294,731,370.17 | 234,673,618.10 |
| Other cash paid concerning financing activities | 0.00 | 0.00 |
| Subtotal of cash outflow from financing activities | 665,031,054.29 | 963,698,251.24 |
| Net cash flows arising from financing activities | -222,903,579.19 | -206,501,398.88 |
| IV. Influence on cash and cash equivalents due to fluctuation in exchange rate | 13,362.62 | -12,147.08 |
| V. Net increase of cash and cash equivalents | -1,303,078.72 | -3,048,417.82 |
| Add: Balance of cash and cash equivalents at the period -begin | 2,264,388.89 | 5,312,806.71 |
| VI. Balance of cash and cash equivalents at the period -end | 961,310.17 | 2,264,388.89 |
7. Consolidated Statement of Changes in Owners’ Equity
Current period
Unit: RMB/CNY
| Item | 2022 | ||||||||||||||
| Owners’ equity attributable to the parent Company | Minority interests | Total owners’ equity | |||||||||||||
| Share capital | Other equity instrument | Capital reserve | Less: Inventory shares | Other comprehensive income | Reasonable reserve | Surplus reserve | Provision of general risk | Retained profit | Other | Subtotal | |||||
| Preferred stock | Perpetual capital securities | Other | |||||||||||||
| I. The ending balance of the previous year | 1,152,535,254.00 | 0.00 | 0.00 | 0.00 | 1,259,639,656.65 | 0.00 | 0.00 | 0.00 | 405,575,490.42 | 0.00 | 1,812,541,701.27 | 4,630,292,102.34 | 66,614,164.37 | 4,696,906,266.71 | |
| Add: Changes of accounting policy | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| Error correction of the last period | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| Enterprise combination under the same control | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| Other | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| II. The beginning balance of the current year | 1,152,535,254.00 | 0.00 | 0.00 | 0.00 | 1,259,639,656.65 | 0.00 | 0.00 | 0.00 | 405,575,490.42 | 0.00 | 1,812,541,701.27 | 4,630,292,102.34 | 66,614,164.37 | 4,696,906,266.71 | |
| III. Increase/ Decrease in the period (Decrease is listed with “-”) | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 220,301.70 | 34,048,674.25 | 98,412,383.52 | 132,681,359.47 | 2,897,558.03 | 135,578,917.50 | ||
| (i) Total comprehensive income | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 420,594,871.27 | 420,594,871.27 | -2,296,003.05 | 418,298,868.22 | |||
| (ii) Owners’ devoted and decreased capital | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 4,900,000.00 | 4,900,000.00 | ||||
| 1.Common shares invested by shareholders | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 4,900,000.00 | 4,900,000.00 | ||||
| 2. Capital invested by holders of other equity instruments | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||
| 3. Amount reckoned into owners equity with share-based payment | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||
| 4. Other | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||
| (iii) Profit distribution | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 34,048,674.25 | -322,182,487.75 | -288,133,813.50 | -1,119,617.15 | -289,253,430.65 | ||
| 1. Withdrawal of surplus reserves | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 34,048,674.25 | -34,048,674.25 | |||||
| 2. Withdrawal of general risk provisions | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 3. | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | -288,133, | -288,133, | -1,119,6 | -289,253, |
| Distribution for owners (or shareholders) | 813.50 | 813.50 | 17.15 | 430.65 | |||||||||||
| 4. Other | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| (iv) Carrying forward internal owners’ equity | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 1. Capital reserves conversed to capital (share capital) | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 2. Surplus reserves conversed to capital (share capital) | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 3. Remedying loss with surplus reserve | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 4. Carry-over retained earnings from the defined benefit plans | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 5. Carry-over retained earnings from other comprehensive income | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 6. Other | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| (v) Reasonable reserve | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 220,301.70 | 0.00 | 0.00 | 0.00 | 220,301.70 | 0.00 | 220,301.70 | |
| 1. Withdrawal in the | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 1,748,440.14 | 0.00 | 0.00 | 0.00 | 1,748,440.14 | 0.00 | 1,748,440.14 |
| reporting period | |||||||||||||||
| 2. Usage in the reporting period | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 1,528,138.44 | 0.00 | 0.00 | 0.00 | 1,528,138.44 | 0.00 | 1,528,138.44 | |
| (vi) Others | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 1,413,178.23 | 1,413,178.23 | |
| VI. Balance at the end of the period | 1,152,535,254.00 | 0.00 | 0.00 | 0.00 | 1,259,639,656.65 | 0.00 | 0.00 | 220,301.70 | 439,624,164.67 | 1,910,954,084.79 | 4,762,973,461.81 | 69,511,722.40 | 4,832,485,184.21 |
Last period
Unit: RMB/CNY
| Item | 2021 | ||||||||||||||
| Owners’ equity attributable to the parent Company | Minority interests | Total owners’ equity | |||||||||||||
| Share capital | Other equity instrument | Capital reserve | Less: Inventory shares | Other comprehensive income | Reasonable reserve | Surplus reserve | Provision of general risk | Retained profit | Other | Subtotal | |||||
| Preferred stock | Perpetual capital securities | Other | |||||||||||||
| I. The ending balance of the previous year | 1,152,535,254.00 | 1,422,892,729.36 | 382,367,575.37 | 1,637,536,441.03 | 4,595,331,999.76 | 199,913,404.33 | 4,795,245,404.09 | ||||||||
| Add: Changes of accounting policy | |||||||||||||||
| Error correction of the last | |||||||||||||||
| period | |||||||||||||||
| Enterprise combine under the same control | |||||||||||||||
| Other | |||||||||||||||
| II. The beginning balance of the current year | 1,152,535,254.00 | 1,422,892,729.36 | 382,367,575.37 | 1,637,536,441.03 | 4,595,331,999.76 | 199,913,404.33 | 4,795,245,404.09 | ||||||||
| III. Increase/ Decrease in the period (Decrease is listed with “-”) | -163,253,072.71 | 23,207,915.05 | 175,005,260.24 | 34,960,102.58 | -133,299,239.96 | -98,339,137.38 | |||||||||
| (i) Total comprehensive income | 428,720,226.09 | 428,720,226.09 | 7,590,415.74 | 436,310,641.83 | |||||||||||
| (ii) Owners’ devoted and decreased capital | -163,253,072.71 | -163,253,072.71 | -137,078,098.61 | -300,331,171.32 | |||||||||||
| 1.Common shares invested by shareholders | 21,348,828.68 | 21,348,828.68 | |||||||||||||
| 2. Capital invested by holders of other equity instruments | |||||||||||||||
| 3. Amount reckoned into owners equity with share-based payment | |||||||||||||||
| 4. Other | -163,253,072. | -163,253,072 | -158,426,927.29 | -321,680,000.00 |
| 71 | .71 | ||||||||||||||
| (iii) Profit distribution | 23,207,915.05 | -253,714,965.85 | -230,507,050.80 | -3,811,557.09 | -234,318,607.89 | ||||||||||
| 1. Withdrawal of surplus reserves | 23,207,915.05 | -23,207,915.05 | |||||||||||||
| 2. Withdrawal of general risk provisions | |||||||||||||||
| 3. Distribution for owners (or shareholders) | -230,507,050.80 | -230,507,050.80 | -3,811,557.09 | -234,318,607.89 | |||||||||||
| 4. Other | |||||||||||||||
| (iv) Carrying forward internal owners’ equity | |||||||||||||||
| 1. Capital reserves conversed to capital (share capital) | |||||||||||||||
| 2. Surplus reserves conversed to capital (share capital) | |||||||||||||||
| 3. Remedying loss with surplus reserve | |||||||||||||||
| 4. Carry-over retained |
| earnings from the defined benefit plans | |||||||||||||||
| 5. Carry-over retained earnings from other comprehensive income | |||||||||||||||
| 6. Other | |||||||||||||||
| (v) Reasonable reserve | |||||||||||||||
| 1. Withdrawal in the reporting period | 1,283,502.97 | 1,283,502.97 | 1,283,502.97 | ||||||||||||
| 2. Usage in the reporting period | 1,283,502.97 | 1,283,502.97 | 1,283,502.97 | ||||||||||||
| (vi) Others | |||||||||||||||
| IV. Balance at the end of the period | 1,152,535,254.00 | 1,259,639,656.65 | 405,575,490.42 | 1,812,541,701.27 | 4,630,292,102.34 | 66,614,164.37 | 4,696,906,266.71 |
8. Statement of Changes in Owners’ Equity (Parent Company)
Current period
Unit: RMB/CNY
| Item | 2022 | |||||||||||
| Share capital | Other equity instrument | Capital reserve | Less: Inventory shares | Other comprehensive income | Reasonable reserve | Surplus reserve | Retained profit | Other | Total owners’ equity | |||
| Preferred stock | Perpetual capital secur | Other | ||||||||||
| ities | ||||||||||||
| I. Ending balance of the previous year | 1,152,535,254.00 | 0.00 | 0.00 | 0.00 | 3,018,106,568.27 | 0.00 | 0.00 | 0.00 | 133,171,062.28 | 295,149,580.63 | 4,598,962,465.18 | |
| Add: Changes of accounting policy | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| Error correction of the last period | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| Other | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| II. The beginning balance of the current year | 1,152,535,254.00 | 0.00 | 0.00 | 0.00 | 3,018,106,568.27 | 0.00 | 0.00 | 0.00 | 133,171,062.28 | 295,149,580.63 | 4,598,962,465.18 | |
| III. Increase/ Decrease in the period (Decrease is listed with “-”) | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 34,048,674.25 | 18,304,254.75 | 52,352,929.00 | |
| (i) Total comprehensive income | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 340,486,742.50 | 340,486,742.50 | ||
| (ii) Owners’ devoted and decreased capital | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||
| 1.Common shares invested by shareholders | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||
| 2. Capital invested by holders of other equity instruments | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||
| 3. Amount reckoned into owners equity with | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| share-based payment | ||||||||||||
| 4. Other | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||
| (iii) Profit distribution | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 34,048,674.25 | -322,182,487.75 | -288,133,813.50 | |
| 1. Withdrawal of surplus reserves | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 34,048,674.25 | -34,048,674.25 | 0.00 | |
| 2. Distribution for owners (or shareholders) | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | -288,133,813.50 | -288,133,813.50 | |
| 3. Other | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| (iv) Carrying forward internal owners’ equity | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 1. Capital reserves conversed to capital (share capital) | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 2. Surplus reserves conversed to capital (share capital) | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 3. Remedying loss with surplus reserve | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 4. Carry-over retained earnings from the defined benefit plans | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 5. Carry-over retained earnings from other comprehensive income | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| 6. Other | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| (v) Reasonable reserve | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 1. Withdrawal in the reporting period | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| 2. Usage in the reporting period | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| (vi) Others | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
| IV. Balance at the end of the period | 1,152,535,254.00 | 0.00 | 0.00 | 0.00 | 3,018,106,568.27 | 0.00 | 0.00 | 0.00 | 167,219,736.53 | 313,453,835.38 | 4,651,315,394.18 |
Last period
Unit: RMB/CNY
| Item | 2021 | |||||||||||
| Share capital | Other equity instrument | Capital reserve | Less: Inventory shares | Other comprehensive income | Reasonable reserve | Surplus reserve | Retained profit | Other | Total owners’ equity | |||
| Preferred stock | Perpetual capital securities | Other | ||||||||||
| I. The ending balance of the previous year | 1,152,535,254.00 | 3,018,106,568.27 | 109,963,147.23 | 316,785,396.01 | 4,597,390,365.51 | |||||||
| Add: Changes of accounting policy | ||||||||||||
| Error correction of the last period | ||||||||||||
| Other | ||||||||||||
| II. The beginning | 1,152,535,25 | 3,018,106,5 | 109,963,14 | 316,785,396.0 | 4,597,390,365.51 | |||||||
| balance of the current year | 4.00 | 68.27 | 7.23 | 1 | ||||||||
| III. Increase/ Decrease in the period (Decrease is listed with “-”) | 23,207,915.05 | -21,635,815.38 | 1,572,099.67 | |||||||||
| (i) Total comprehensive income | 232,079,150.47 | 232,079,150.47 | ||||||||||
| (ii) Owners’ devoted and decreased capital | ||||||||||||
| 1.Common shares invested by shareholders | ||||||||||||
| 2. Capital invested by holders of other equity instruments | ||||||||||||
| 3. Amount reckoned into owners equity with share-based payment | ||||||||||||
| 4. Other | ||||||||||||
| (iii) Profit distribution | 23,207,915.05 | -253,714,965.85 | -230,507,050.80 | |||||||||
| 1. Withdrawal of surplus reserves | 23,207,915.05 | -23,207,915.05 | ||||||||||
| 2. Distribution for owners (or | -230,507,050.80 | -230,507,050.80 |
| shareholders) | ||||||||||||
| 3. Other | ||||||||||||
| (iv) Carrying forward internal owners’ equity | ||||||||||||
| 1. Capital reserves conversed to capital (share capital) | ||||||||||||
| 2. Surplus reserves conversed to capital (share capital) | ||||||||||||
| 3. Remedying loss with surplus reserve | ||||||||||||
| 4. Carry-over retained earnings from the defined benefit plans | ||||||||||||
| 5. Carry-over retained earnings from other comprehensive income | ||||||||||||
| 6. Other | ||||||||||||
| (v) Reasonable reserve | ||||||||||||
| 1. Withdrawal in the reporting period |
| 2. Usage in the reporting period | ||||||||||||
| (vi) Others | ||||||||||||
| IV. Balance at the end of the period | 1,152,535,254.00 | 3,018,106,568.27 | 133,171,062.28 | 295,149,580.63 | 4,598,962,465.18 |
III. Basic information of Company
1. Company profile
Shenzhen Cereals Holdings Co., Ltd. (formerly the Shenzhen Shenbao Industrial Co., Ltd., hereinafter referred toas “SZCH”, “Company” or “the Company” ), formerly named Shenzhen Shenbao Canned Food Company,obtained approval (Document (1991) No.978) from Shenzhen Municipal People’s Government to change to thename as Shenzhen Shenbao Industrial Co., Ltd. on August 1991.Approved by the People’s Bank ofChina(Document (1991)No.126), the Company was listed on Shenzhen Stock Exchange. The Company belongs tothe grain, oil, food and beverage industry.
As of December 31, 2022, the cumulative amount of shares issued by the Company was 1,152,535,254 shareswith registered capital of 1,152,535,254.00 yuan. Registered address: Shenzhen, Guangdong Province; HQ of theCompany: 8/F, Tower B, No.4 Building, Software Industry Base, South District, Science & Technology Park,Xuefu Rd., Yuehai Street, Nanshan District, Shenzhen.
Main business of the Company: general operating items: Purchase and sales of grain and oil, grain & oil reserves;operation and processing of grain & oil products; production of tea, tea products, tea and natural plant extract,canned foods, beverages and native products (business license of the production place shall be separately appliedfor); feed management and processing (outsourcing); investment, operation and development of grain & oillogistics, feed logistics and tea garden etc.; sales of feed and tea; warehousing services; food circulation services;modern food supply chain services; technology development and services of grain & oil, tea, plant products, softdrinks and foods; construction of E-commerce and information, IT development and supporting services;industrial investment (specific items will be declared separately); domestic trade; operating the import and exportbusiness; engaged in real estate development and operation on the lands where the right-to-use has been legallyacquired; development, operation, leasing and management of the own property; property management; providingmanagement services to hotels.(items mentioned above which are involved in approval from national laws,administrative regulations and decision of the state council, must be submitted for examination and approvalbefore operation ). Licensed business item: wholesale of prepackaged food (excluding reheating prepackaged food)(in non-physical way); information service (internet information service only); general freight, professionaltransportation (refrigeration and preservation).
The parent enterprise of the Company is Shenzhen Food Materials Group Co., Ltd and the actual controller of theCompany is Shenzhen Municipal People’s Government State-owned Assets Supervision & AdministrationCommission
The financial statement has been approved by BOD of the company for reporting on April 24, 2023.
2. Consolidation scope of financial statement
For more details of change of the consolidation scope in the Period, please refer to “Note VIII. Change ofconsolidation scope”For more details of subsidiaries of the company, please refer to “Note IX. Equity in other entities”
IV. Basis of preparation of financial statements
1. Basis of preparation
The financial statement are prepared in line with the Accounting Standards for Business Enterprise -BasicStandard issued by Ministry of Finance and specific accounting principle as well as the application guidance forthe accounting principles for enterprise, interpretation to the accounting principles for enterprise and other relatedrequirements (hereinafter referred to as Accounting Standards for Business Enterprise), combining theInformation Disclosure Preparation Rules for Company Public Issuing Securities No.15-General Rules forFinancial Report of the CSRC
2. Going concern
The financial statement has been prepared on a going concern basis.
V. Major accounting policy and accounting estimate
Specific accounting policies and accounting estimate tips:
The following disclosure content has covered the specific accounting policies and estimates formulated by thecompany based on the actual production and operation characteristics. Please refer to “15. Inventory”, “24. FixedAssets”, and “39. Revenue” in this note for details.
1. Statement for observation of Accounting Standard for Business EnterpriseThe financial statements prepared by the Company are in accordance to requirements of Accounting Standard forBusiness Enterprise issued by Ministry of Finance, which truly and completely reflect the financial status of theCompany and parent company on December 31, 2022, as well as the consolidate and parent company’s
operational results and cash flow for year of 2022.
2. Accounting period
Calendar year is the accounting period for the Company, that is falls to the range starting from 1 January to 31December.
3. Operating cycle
Operating cycle of the Company is 12 months
4. Standard currency
The Company and its subsidiaries take RMB as the standard currency for bookkeeping.
5. Accounting treatment for business combinations under the same control and those not under the samecontrolBusiness combination under the same control: The assets and liabilities the Company acquired in a businesscombination shall be measured in accordance with book value of assets, liabilities (including the ultimatecontrolling party of goodwill acquired by the merging parties and the formation of) stated in combined financialreport of the ultimate controlling party on the merger date. The net book value of assets and the payment of themerger consideration in the merger book value (or nominal value of shares issued) shall be adjusted in the sharepremium of reserve capital. the share premium in capital reserve is not enough for deducting, retained earnings .
Business combination not under the same control: Combination cost is the fair value of the assets paid, theliabilities incurred or assumed by the purchaser for the acquisition of the control of the purchaser and the equitysecurities issued on the purchase date. The difference between the fair value and book value is recognized in profitor loss. Goodwill is realized by the Company as for the difference between the combination cost and the fair valueof the recognizable net assets of the acquiree acquired by acquirer in such business combination. In case that theabove cost is less than the above fair value even with re-review, then the difference shall be recorded in currentgains and losses. Each identifiable assets, liabilities and contingent liability of the acquiree acquired in acombination that qualifies for recognition is measured by fair value at the date of purchase.
The directed expenses incurred in the business combination are recorded into current gains/losses; the trading feesfor issuing equity securities or debt securities for the business combination shall be recorded into the initialconfirmation amount of equity securities or debt securities.
6. Methods for preparation of consolidated financial statements
6.1 Consolidation scope
The consolidation scope of the consolidated financial statements of the Company is fixed on the basis of control,which includes the Company and all subsidiaries. Control means that the Company has power over the investee,enjoys variable returns through its participation in the investee’s related activities, and has the ability to influencethe amount of returns by using the power over the investee.
6.2 Consolidation procedure
The Company regards the entire enterprise group as an accounting entity and prepares consolidated financialstatements in accordance with unified accounting policies to reflect the overall financial status, operating resultsand cash flow of the enterprise group. The influence of internal transactions between the company and itssubsidiaries and among the subsidiaries shall be offset. If internal transactions indicate that the relevant assetshave suffered impairment losses, the partial losses shall be confirmed in full. If the accounting policy andaccounting period adopted by the subsidiary are inconsistent with the Company, when preparing the consolidatedfinancial statements, make necessary adjustments in accordance with the Company's accounting policy andaccounting period.
Subsidiary's equity, current net profits or losses and current comprehensive income belonging to minorityshareholders shall be listed respectively under item of owners’ equity in the consolidated balance sheet, item ofnet profit in profit sheet and item of total comprehensive income. Current loss minority shareholders of asubsidiary exceed the minority shareholders in the subsidiary's opening owners' equity share and the formation ofbalance, offset against minority interests.
1) Increase of subsidiary or business
During the reporting period, the merger of the enterprises under the same control results in additional subsidiariesor business, the operation results and cash flow of the subsidiaries or business from beginning to the end of thereporting shall be included in the consolidated profit statement; also adjust the opening figures of the consolidatedfinancial statements and the related items in the comparative statements, the consolidated reporting body isconsidered to have existed since the point when the ultimate controller began to control it.
If additional investment and other reasons can lead investee to be controlled under the same control, equityinvestments made before obtaining controlling right, relevant gains and losses and other comprehensive income aswell as other changes in net assets confirmed during the latter date between point obtaining original equity andcombined party and combinee under the same control day to the combined day, shall be offset against the retainedearnings or profit or loss of the comparative reporting period.
During the reporting period, if a subsidiary or business is added due to a business combination not under the samecontrol, it shall be included in the consolidated financial statements on the basis of the fair value of various
identifiable assets, liabilities and contingent liabilities determined on the purchase date.
Equity held from investee before acquisition date shall be measured at fair value of acquisition date if additionalinvestment and other reasons can lead investee to be controlled under the same control. Difference between thefair value and the book value is recognized as investment income. Other comprehensive income and other changesin owner’s equity under the equity method of accounting that can be reclassified to profit or loss at a later date aretransferred to investment income for the period to which they belong at the date of purchase.
2) Disposal of subsidiaries
① General approach
If losing controlling right to investee due to disposal of partial equity, the remaining equity after the disposal shallbe re-measured at fair value at the date when control is lost. Price of equity disposal plus fair value of theremaining equity, then subtracting net assets held from the former subsidiary from the acquisition date orcombination date initially measured in accordance with original stake and goodwill, the difference shall beincluded in investment income of the period losing controlling right. Other comprehensive income and otherchanges in owner’s equity under the equity method of accounting related to equity investments in formersubsidiaries that can be reclassified to profit or loss in the future are transferred to investment income in thecurrent period when control is lost.
② Step disposal of subsidiaries
As multiple transactions over disposal of the subsidiary's equity lead to loss of controlling right, if the terms of thetransaction, situation and economic impact subject to one or above of the following conditions, usually it indicatesrepeated transactions should be accounted for as a package deal:
i. These transactions are made considering at the same time or in the case of mutual impact;ii. These transactions only reach a complete business results when as a whole;iii. A transaction occurs depending on the occurrence of at least one other transaction;iv. Single transaction is not economical, but considered together with other transactions it is economical.If each transaction is a package transaction, each transaction is accounted for as a disposal of a subsidiary and lossof control; before the loss of control the difference between the disposal price and the corresponding net assets ofthe subsidiary, recognized as other comprehensive income in the consolidated financial statements, into currentprofit and loss at current period when losing controlling right.
If each transactions doesn’t form a package deal, equity held from subsidiary shall be accounted in accordancewith relevant rules before losing controlling right, while in accordance with general accounting treatment whenlosing controlling right.
3) Purchase of a minority stake in subsidiary
Long-term equity investment of the Company for the purchase of minority interests in accordance with the newlyacquired stake in the new calculation shall be entitled to the difference between the net assets from the acquisition
date (or combination date) initially measured between the consolidated balance sheet adjustment capital balanceof the share premium in the capital reserve share premium insufficient, any excess is adjusted to retained earnings.
4) Disposal of equity in subsidiary without losing control
Disposal price and disposal of long-term equity investment due to partial disposal of subsidiaries and long-termequity investment made between the relative net assets from the purchase date or the date of merger initiallymeasured at the difference between the subsidiary shall enjoy, the consolidated balance sheet adjustment in thebalance of the share premium, capital balance of the share premium insufficient, any excess is adjusted to retainedearnings.
7. Classification of joint venture arrangement and accounting for joint operationsThe joint venture arrangement are divided into joint operations and joint ventures.The joint operation implies a joint venture arrangement in which the joint ventures enjoys the assets and bear theliabilities associated with the arrangement.The Company recognized the following items related to its shares of interest in the joint operation:
1) Recognition of the assets held separately by the Company, and recognition of the jointly held assets based onthe share of the Company;
2) Recognition of the liabilities born by the Company individually and liabilities born jointly in proportion tothe shares;
3) Recognition of revenue from the sales of the shares of common operating output;
4) Recognition of the revenue from joint operation arising from the sale of the output at the shares;
5) Recognition of the separately incurred costs and recognition of the expenses incurred in joint operationsbased on the shares;Investment in joint venture is measured with equity method. For more details, please refer to “Note V(22)Long-term equity investment”
8. Recognition standards for cash and cash equivalents
Cash refers to the cash on hand and cash equivalents of deposits that can be used for payment at any time. Cashequivalent refers to the investment held by the Company with short maturity and strong liquidity that are easy tobe converted into known amounts with little risk of change in cash value.
9. Foreign currency business and conversion of foreign currency statement
9.1 Foreign currency business
The foreign currency business uses the spot exchange rate (or: using an exchange rate determined in accordance
with a systematic and reasonable method that approximates the spot rate on the date of the transaction. Tip: if themethod is used, what method and what caliber should be specified) on the transaction date as the conversion rate toconvert the foreign currency amount into RMB.
The balance of foreign currency monetary items on the balance sheet date is converted at the spot exchange rate onthe balance sheet date. The resulting exchange differences, except that the balance of exchange generated from theforeign currency special borrowings related to the assets whose acquisition and construction are eligible forcapitalization is disposed in accordance with the principle of borrowing costs capitalization, are included in thecurrent profit and loss.
9.2 Conversion of foreign currency financial statements
Assets and liabilities in the balance sheet are converted at the spot exchange rate on the balance sheet date; exceptfor the “undistributed profit” item, other items of the owner's equity items are converted at the spot exchange rate atthe time of occurrence. Income and expense items in the income statement are converted at the spot exchange rate(or: using an exchange rate determined in accordance with a systematic and reasonable method that approximatesthe spot rate on the date of the transaction. Tip: if the method is used, what method and what caliber should bespecified)on the transaction date.
When disposing an overseas operation, the translation difference of the foreign currency financial statements relatedto the overseas operation is transferred from the owner's equity items to the disposal of the current profit and loss.
10. Financial instruments
The Company recognizes a financial assets, financial liabilities or equity instrument when it becomes a party to afinancial instrument contract.
10.1 Categories of financial instruments
According to the business model of managing financial assets and the contractual cash flow characteristics offinancial assets, at initial recognition, the Company classifies the financial assets into the financial assetsmeasured at amortized cost, the financial assets(debt instrument) measured at fair value and whose changes areincluded in other comprehensive income, and the financial assets measured at fair value and whose changes areincluded in current gain or loss.
The Company classifies the financial assets that meet the following conditions and are not designated to bemeasured at fair value and whose changes are recorded into the current gain/losses as financial assets measured atamortized cost:
－ the business mode is aimed at collecting contractual cash flows;－ contractual cash flows represent only payments of principal and interest based on the outstanding principalamount.
The Company classifies the financial assets (debt instruments) that meet the following conditions and are notspecified as measured at fair value and whose changes are recorded into the current gain/losses as financial assets(debt instruments) measured at fair value and whose changes are recorded into other comprehensive income:
－ the business model is aimed at both the collection of contractual cash flows and the sales of the financialassets;－ contractual cash flows represent only payments of principal and interest based on the outstanding principalamount.
For non-trading equity instrument investment, the Company determines whether it is designated as a financial asset(equity instrument) measured at fair value and whose changes are included in other comprehensive income at theinitial recognition. The designation is made on a single investment basis and the related investment meet thedefinition of an equity instrument from an issuer’s perspective.
Except for the above-mentioned financial assets measured at amortized cost and at fair value with changesincluded in other comprehensive income, the Company classifies all other financial assets as financial assetsmeasured at fair value and with changes included in current profits and losses. At the time of initial recognition, ifaccounting mismatches can be eliminated or significantly reduced, the Company can irrevocably designate thefinancial assets that should be classified as financial assets measured at amortized cost or measured at fair valueand whose changes are included in other comprehensive income as the financial assets measured at fair value andwhose changes are included in the current profit and loss.
In the initial recognition, financial liabilities are classified as the financial liabilities measured at fair value andwhose changes are included in current profit and loss and the financial liabilities measured at amortized cost.
Financial liabilities that meet one of the following conditions can be designated as financial liabilities measured atfair value and whose changes are included in current profit and loss in the initial measurement:
1) The designation can eliminate or significantly reduce accounting mismatches.
2) According to the enterprise risk management or investment strategy specified in the official written document,manage and make performance evaluation of the financial liability portfolio or financial assets and financialliability portfolio based on fair value, and report to the key management personnel based on this.
3) The financial liability includes embedded derivatives that need to be separately split.
10.2 Recognition and measurement for financial instrument
1) Financial assets measured by amortized cost
Financial assets measured by amortized cost include notes receivable, accounts receivable, other receivables,long-term receivables, and debt investment, which are initially measured by fair value, and related transaction costsare included in the initial recognition amount. The accounts receivable not including major financing componentsand the accounts receivable that the Company decides not to consider the financing component of not more than one
year are initially measured at the contract transaction price.
Interest calculated by the effective interest method during the holding period is included in the current profit andloss.
When recovering or disposing, the difference between the price obtained and the book value of the financial asset isincluded in the current profit and loss.
2) Financial assets (debt instruments) measured by fair value and whose changes are included in othercomprehensive incomeFinancial assets (debt instruments) measured by fair value and whose changes are included in other comprehensiveincome, including receivables financing, other debt investment, etc., are initially measured by fair value, and relatedtransaction expenses are included in the initial recognition amount. The financial assets are subsequently measuredby fair value, and the changes in fair value are included in other comprehensive income except for interest,impairment losses or gains and exchange gains and losses calculated by using the effective interest method.
When a financial asset is derecognized, the accumulated gain or loss previously included in other comprehensiveincome is transferred from other comprehensive income and included in current profit and loss.
3) Financial assets (equity instruments) measured by fair value and whose changes are included in othercomprehensive incomeFinancial assets (equity instruments) measured by fair value and whose changes are included in othercomprehensive income, including other equity instruments, etc., are initially measured by fair value, and relatedtransaction expenses are included in the initially recognized amount. The financial assets are subsequently measuredby fair value, and changes in fair value are included in other comprehensive income. The dividends obtained areincluded in the current profits and losses.
When a financial asset is terminated for recognition, the accumulated gain or loss previously included in othercomprehensive income is transferred from other comprehensive income and included in retained earnings.
4) Financial assets measured by fair value and whose changes are included in current profit and lossFinancial assets measured by fair value and whose changes are included in current profit and loss, includingtradable financial assets, derivative financial assets and other non-current financial assets, etc., are initiallymeasured by fair value, and related transaction expenses are included in the initial recognition amount. Thefinancial assets are subsequently measured by fair value, and changes in fair value are recognized in current profitand loss.
5) Financial liabilities measured by fair value and whose changes are included in current profit and loss
Financial liabilities measured by fair value and whose changes are included in current profit and loss, includingtransaction financial liabilities, derivative financial liabilities, etc., are initially measured by fair value, and relatedtransaction expenses are included in current profit and loss. The financial liabilities are subsequently measured byfair value, and changes in fair value are included in current profit and loss.
When a financial liability is terminated for recognition, the difference between book value and the considerationpaid shall be recorded into the current profit and loss.
6) Financial liabilities measured by amortized cost
Financial liabilities measured by amortized cost, including short-term borrowings, bills payable, accounts payable,other payable, long-term borrowings, bonds payable, and long-term payable, are initially measured by fair value,and related transaction expenses are included in the initial recognition amount.
Interest calculated by the effective interest method during the holding period is included in the current profit andloss.
When a financial liability is terminated for recognition, the difference between the consideration paid and the bookvalue of the financial liability is included in current profit and loss.
10.3 Termination of recognition and transfer of financial assets
If one of the following conditions is satisfied, the Company shall terminate the recognition of financial assets:
－ the contractual rights to receive cash flows from financial assets terminates;－ the financial asset has been transferred and virtually all the risks and rewards of the ownership of the financialasset have been transferred to the transferee;－ the financial assets have been transferred. Although the company has neither transferred nor retained nearly allthe risks and rewards of ownership of the financial assets, it has not retained control of the financial assets
When transfer of financial assets occurs, if substantially all the risks and rewards of ownership of the financialasset are retained, the recognition of the financial asset shall not be terminated.
When judging whether or not the aforesaid terminal recognition condition for financial assets is arrived at fortransfer of financial assets, the Company generally adopts the principle that substance over weighs format.
The Company divides such transfer into entire transfer and partial transfer. As for the entire transfer meetingcondition for discontinued recognition, balance between the following two items is recorded in current gains andlosses:
1) Carrying value of financial assets in transfer;
2) Aggregate of the consideration received from transfer and accumulative movements of fair value originally
recorded in owners’ equity directly (applicable for the financial assets (debt instrument) measured by fairvalue and whose changes are recorded into other comprehensive income)
As for the partial transfer meeting condition for discontinued recognition, entire carrying value of financial assetsin transfer is shared by discontinued recognition part and continued recognition part, in light of their respectivefair value. Balance between the following two items is recorded in current gains and losses:
1) Carrying value of discontinued recognition part;
2) Aggregate of the consideration of discontinued recognition part and amount of such part attributable toaccumulative movements of fair value originally recorded in owners’ equity directly (applicable whenfinancial assets involved in transfer belong to financial assets (debt instrument) measured by fair value andwhose changes are included in other comprehensive income).
Financial assets are still subject to recognition if transfer of such assets doesn’t satisfy the condition fordiscontinued recognition. And consideration received is recognized as financial liability.
10.4 Terminating the recognition of financial liability
As for the financial liabilities with its whole or partial present obligations released, the company shall terminatethe recognition for such financial liabilities or part of it. If the company enters into agreement with its creditor tosubstitute for the existing financial liabilities by means of assuming new financial liabilities, the company shallterminate the recognition for the existing financial liabilities and recognize the new financial liabilities providedthat the contract clauses of the new and the existing financial liabilities are different in substance.
If the company makes substantial amendment to the whole or partial contract clauses of the existing financialliabilities, it shall terminate the recognition for the existing financial liabilities or part of it. Meanwhile, thefinancial liabilities with amendment to its clauses shall be realized as new financial liabilities.
In case of terminating the recognition of financial liabilities in whole or part, the difference between the carryingvalue of such financial liabilities and consideration paid (including the non-cash assets exchanged or newfinancial liabilities assumed) shall be recorded in current gains and losses.
In case that the company repurchases part of financial liabilities, based on the comparative fair value of thecontinuing recognition part and the derecognizing part, the company shall allocate the carrying value of thefinancial liabilities in whole on the repurchase date. Difference between the carrying value allocated to thederecognizing part and the consideration paid (including the non-cash assets exchanged or new financial liabilitiesassumed) shall be recorded in current gains and losses.
10.5 Recognition method for fair value of financial assets and financial liabilitiesAs for the financial instrument with an active market, the fair value is determined by the offer of the active market;
in case there is no active market for a financial instrument, the valuation techniques will be used to determine itsfair value. At the time of valuation, the Company adopts applicable valuation techniques in the present case forwhich there is enough available data and other information technology to support valuation, chooses input valuesthat are consistent with the asset or liability characteristics considered by market participants in the transaction ofrelated assets or liabilities, and prioritizes the use of relevant observable input values. Where relevant observableinputs can not get or do not get as far as practicable, the use of un-observable inputs.
10.6 Testing of the financial assets impairment and accounting treatmentThe Company estimates the expected credit losses of financial assets measured by amortized cost, financial assets(debt instruments) measured at fair value and whose changes are included in other comprehensive income, andfinancial guarantee contracts in a single or combined way.
The Company considers reasonable and well-founded information about past events, current conditions, andforecasts of future economic conditions, and uses the risk of default as the weight to calculate theprobability-weighted amount of the present value of the difference between the cash flow receivable from thecontract and the cash flow expected to be received to confirm the expected credit loss.
If the credit risk of the financial instrument has risen significantly since the initial recognition, the Companymeasures its loss provision based on the amount equivalent to the expected credit losses for the entire duration of thefinancial instrument; if the credit risk of the financial instrument has not risen significantly since the initialrecognition, the Company measures its loss provision based on the amount equivalent to the expected credit lossesof the financial instrument in the next 12 months. The increase or reversal amount of the resulting loss provision isincluded in the current profit and loss as an impairment loss or gain.
The Company compares the risk of default on the balance sheet date of financial instruments with the risk ofdefault on the date of initial recognition to determine the relative change in the risk of default during the expectedlife of the financial instrument so as to assess whether the credit risk of the financial instrument has increasedsignificantly since the initial recognition. Usually, if it is overdue for more than 30 days, the Company shall believethat the credit risk of the financial instrument has increased significantly, unless there is conclusive evidence that thecredit risk of the financial instrument has not increased significantly since the initial recognition.
If the financial instrument’s credit risk at the balance sheet date is low, the Company shall believe that the credit riskof the financial instrument has not increased significantly since the initial recognition.
If there is objective evidence that a financial asset has suffered credit impairment, the Company shall makeprovision for impairment of the financial asset on a single basis.
Regarding the accounts receivable and contract assets formed from transactions regulated by the “Accounting
Standards for Business Enterprises No. 14-Revenue” (2017), regardless of whether it contains a significantfinancing component, the Company always measure its loss reserves at the amount equivalent to the expectedcredit loss during the entire duration.
For lease receivables, the Company always chooses to measure its loss reserves at an amount equivalent toexpected credit losses during the entire duration.
If the Company no longer reasonably expects whether the contractual cash flow of a financial asset can berecovered in whole or in part, it will directly write down the book balance of the financial asset.
11. Note receivable
12. Account receivable
13. Receivable financing
14. Other account receivable
15. Inventory
15.1 Classification and costs of inventory
Inventory includes raw materials, revolving material, goods in process, goods in transit and work inprocess-outsourced and so on.Inventory is initially measured at cost, which includes the costs of purchase, processing costs and otherexpenditures incurred in bringing the inventories to their present location and condition.
15.2 Valuation methods for delivery of inventory
The weighted average or individual valuation method is used when the inventory is issued according to the natureof the business.
15.3 Recognition standards of the net realizable value for inventory
On the balance sheet date, inventories shall be measured at the lower of cost and net realizable value. When thecost of inventories is higher than its net realizable value, make provisions for inventory write-down. The netrealizable value refers to the amount of the estimated selling price of the inventory minus the estimated cost,estimated selling expenses and related taxes and fees at the time of completion in daily activities.
The net realizable value of inventory products and materials for sale, in normal business production, ismeasured as the residual value after deducting the estimated sales expense and related taxes and fees fromthe estimated selling price; the net realizable value of an item of inventories subject to further processing,
in normal business production, is measured as the residual value after deducting the sum of the estimatedcosts of completion, sales expense and related taxes and fees from the estimated selling price of thefor-sale item. The net realizable value of the quantity of inventories held to satisfy firm sales or servicecontracts is based on the contract price. If the sales contracts are for less than the inventory quantities held,the net realizable value of the excess is based on general selling prices.
After making provisions for inventory write-down, if the factors that previously affected the write-down of theinventory value have disappeared, causing the net realizable value of the inventory to be higher than its bookvalue, it shall be reversed within the amount of the inventory write-down that has been withdrawn, and thereversed amount is included in the current profit and loss.
15.4 Inventory system
Inventory system is the perpetual inventory system.
15.5 Amortization of low-value consumables and packaging materials
1. Low-value consumables adopts the method of primary resale;
2. Wrappage adopts the method of primary resale.
16. Contract asset
16.1 Methods and criteria for recognition of a contract asset
The Company lists contract assets or contract liabilities in the balance sheet based on the relationship betweenperformance obligations and customer payments. The Company lists the right (and the right depends on otherfactors other than the passage of time) to receive consideration for the transfer of goods or services to customersas contract assets. Contract assets and contract liabilities under the same contract are presented in net amount. TheCompany’s unconditional (only depending on the passage of time) right to collect consideration from customersare separately listed as receivables.
16.2 Determination method and accounting treatment method of expected credit loss of contract assetsFound more in the 10.6 Testing of the financial assets impairment and accounting treatment carried under V(10)Financial instrument
17. Contract cost
18. Assets held for sale
If the book value of a non-current asset or disposal group is mainly recovered through sale (including theexchange of non monetary assets with commercial substance) rather than continuous use, it is classified as held
for sale.The Company classifies non-current assets or disposal groups that meet the following conditions as held for salecategories:
(1) According to the convention of selling such assets or disposal groups in similar transactions, they can be
immediately sold under current conditions;
(2) The sale is highly likely to occur, as the company has already made a decision on a sale plan and obtained aconfirmed purchase commitment, and it is expected that the sale will be completed within one year. Therelevant regulations require approval from the relevant authority or regulatory department of the companybefore sale, and approval has been obtained.If the book value of non-current assets (excluding financial assets, deferred income tax assets, and assets formedby employee compensation) or disposal groups held for sale is higher than the net amount of fair value minusselling expenses, the book value shall be written down to the net amount of fair value minus selling expenses. Thewritten down amount shall be recognized as asset impairment loss and included in the current profit and loss, anda provision for impairment of held for sale assets shall be made.
19. Creditors’ investment
20. Other creditors’ investment
21. Long-term account receivable
22. Long-term equity investment
22.1 Criteria for judgment of the common control and significant influence
Common control refers to the control that is common to an arrangement in accordance with the relevantagreement, and the relevant activities of the arrangement must be agreed upon by the participants sharing thecontrol rights before making a decision. Where the Company and other joint venture parties jointly control theinvested entity and have rights to the net assets of the invested entity, the invested entity is the joint venture of theCompany.
Significant influence refers to the right to participate in making decisions relating to the financial and operationalpolicies of an enterprise, while not able to control or jointly control (with others) establishment of these policies.If the Company has significant influence on the invested enterprises, than such invested enterprises shall be thejoint venture of the Company.
22.2 Determination of initial investment cost
1. Long-term equity investment formed by business combination
For a long-term equity investment in a subsidiary formed by a business combination under the same control, theinitial investment cost of the long-term equity investment is based on the share of the book value of the owner’s
equity of the combined party obtained in the consolidated financial statements of the ultimate controlling party onthe combining date. The difference between the initial investment cost of long-term equity investment and the bookvalue of the consideration paid shall be used to adjust the equity premium in the capital reserve; when the equitypremium in the capital reserve is insufficient to offset, adjust the retained earnings. If it is possible to exercisecontrol over an investee under the same control due to additional investment, etc., adjust the equity premiumbased on the difference between the initial investment cost of the long-term equity investment confirmed inaccordance with the above principles and the book value of the long-term equity investment before thecombination plus the sum of the book value of the new valuable consideration for the shares obtained on thecombining date, if the equity premium is not enough to offset, offset the retained earnings.
For long-term equity investment in a subsidiaries formed by business combination not under the same control, theinitial investment cost is based on the cost of the combination determined at the date of purchase. If it is possibleto exercise control over an investee not under the same control due to additional investment, the sum of bookvalue of the equity investment originally held plus the cost of the additional investment is used as the initialinvestment cost.
2. Long-term equity investment required by means other than business combination
For long-term equity investments obtained through payment with cash, then the actual payment shall be viewed asinitial investment cost.
For long-term equity investments obtained through issuance of equity securities, the fair value of such securitiesshall be viewed as initial investment cost
22.3 Subsequent measurement and recognition of gains and losses
1. Long-term equity investment measured by cost
The long-term equity investment in subsidiary shall be measured by cost, unless such investment satisfiesconditions for held-for sale. Other than payment actually paid for obtaining investment or cash dividend or profitincluded in consideration which has been declared while not granted yet, the Company recognizes investmentincome according to its share in the cash dividend or profit declared for grant by the invested unit.
2. Long-term equity investment measured by equity
The Company calculates long term equity investment in associates and joint ventures under equity method. Wherethe initial investment cost of a long-term equity investment exceeds the Group’s share of the fair value of theinvestee’s identifiable net assets at the time of acquisition, no adjustment is made to the initial investment cost.Where the initial investment cost is less than the Group’s share of the fair value of the investee’s identifiable netassets at the time of acquisition, the difference is recognized in profit or loss for the period. And adjusted the costsof long-term equity investment at the same time.
Return on investments and other comprehensive income is recognized respectively by shares of net gains andlosses realized by the invested company and other comprehensive income, and book value of such investment isadjusted accordingly. Profit or cash dividends pro rata distributed by the invested company are to minus bookvalue of the relative long-term investment. Book value of long-term investment is adjusted when changes occurother than net gains and losses, other comprehensive income and profit distribution of the invested company(abbreviated as other changes of owners’ equity), and is to report in owners’ equity accordingly.
When confirming the share of the net profit and loss, other comprehensive income and other owner’s equitychanges that should be enjoyed by the investee, adjust the net profit and other comprehensive income of theinvestee based on the fair value of the investee’s identifiable net assets at the time when the investment is obtainedand in accordance with the company’s accounting policies and accounting period before confirmation.
The un-realized transaction gains/losses attributable to investment enterprise, internally occurred between theCompany, affiliated units and joint-ventures should calculated by proportion of shares-holding which should beoffset, than recognized investment gains/losses(except where the assets invested or sold constitute a business). Ifthe unrealized internal transaction losses with the investee are assets impairment losses, they will be fullyrecognized.
In addition to assuming obligations for additional losses, the company’s net losses to joint ventures or associatedenterprise are limited to the book value of long-term equity investments and other long-term equity that actuallyconstitutes net investment in joint ventures or associates write down to zero. If a joint venture or an associatedenterprise realizes net profits in the future, the company resumes recognizing its share of profits after the share ofprofits makes up for the share of unrecognized losses.
3. Disposal of long-term equity investment
Difference between carrying value and actual acquisition price in respect of disposal of long term equityinvestment shall be included in current period gains and losses.
Long-term equity investment accounted for by equity methodFor long-term equity investments accounted for by partial disposition equity method, the remaining equity is stillaccounted for by the equity method, the other comprehensive income recognized by the original equity methodshall be carried forward in a corresponding proportion on the same basis as the direct disposal of related assets orliabilities by the investee, other changes in owner's equity are carried forward to the current profit and loss on apro rata basis.
If the joint control or significant influence on the investee is lost due to the disposal of equity investment, for theother comprehensive income recognized by the original equity investment due to the adoption of the equity
method, use the same basis as the investee to directly dispose of related assets or liabilities for accountingtreatment when terminating the adoption of the equity method, the same basis as the direct disposal of relatedassets or liabilities by the investee is used for accounting treatment, all other changes in owner's equity aretransferred to the current profit and loss when terminating the adoption of the equity method.
If the control of the investee is lost due to the disposal of part of the equity investment, and the remaining equitycan exercise joint control or exert significant influence on the investee when preparing individual financialstatements, the equity method shall be used for accounting and the remaining equity shall be deemed to beaccounted for by the equity method for adjustment since the acquisition, and the other comprehensive incomerecognized before obtaining the control of the investee is carried forward on the same basis as the direct disposalof related assets or liabilities by the investee in proportion, changes in other owners’ equity confirmed by theequity method are carried forward to the current profit and loss on a pro rata basis; if the remaining equity cannotexercise joint control or exert significant influence on the investee, it shall be recognized as a financial asset, andthe difference between its fair value and book value on the day when the control is lost is included in the currentprofit and loss, and all other comprehensive income and other owner's equity changes recognized before obtainingthe control of the investee are carried forward.
If the equity investment in a subsidiary is disposed of through multiple transactions until it loses control, and it isa package transaction, each transaction shall be accounted for as a transaction that disposes of the equityinvestment of the subsidiary and loses control. The difference between the cost of each disposal before the loss ofcontrol and the book value of the long-term equity investment corresponding to the equity being disposed of isfirst recognized as other comprehensive income in individual financial statements, and then transferred to thecurrent profit and loss of the loss of control when the control is lost. If it is not a package transaction, eachtransaction shall be accounted for separately.
23. Investment real estate
MeasurementMeasured by costDepreciation or amortization methodInvestment real estate is defined as the real estate with the purpose to earn rent or capital appreciation or both,including the rented land use rights and the land use rights which are held and prepared for transfer afterappreciation, the rented buildings (including the buildings for rent after completion of self-construction ordevelopment activities and the buildings under construction or development for future lease).
Subsequent expenditures related to investment real estate are included in the cost of investment real estate when itis probable that the related economic benefits will flow and the cost can be measured; otherwise, charged tocurrent gain/loss as incurred.
Current investment real estate of the Company are measured by cost. As for the investment real estate-rentalbuilding measured by cost, the depreciation policy is same as the fixed assets of the Company, the land use rightfor rental has the same amortization policy as intangible assets.
24. Fix assets
(1) Recognition
Fixed assets is defined as the tangible assets which are held for the purpose of producing goods, providingservices, lease or for operation & management, and have more than one year of service life. Fixed assets should berecognized for qualified the followed conditions at the same time:
1) It is probable that the economic benefits associated with the assets will flow into the Company;
2) The cost of the assets can be measured reliably.
Fixed assets are initially measured at cost (and considering the impact of expected abandonment cost factors).
Subsequent expenditures related to fixed assets are included in the cost of fixed assets when the related economicbenefits are likely to flow in and their costs can be reliably measured; the book value of the replaced part isderecognized; all other subsequent expenditures are included in the current profit and loss when incurred.
(2)Depreciation methods
The depreciation of fixed assets is classified and withdrawn using the straight-line method, and the depreciationrate is determined based on the category of fixed assets, expected service life, and expected net residual value rate.For fixed assets with the provision for impairment, the depreciation amount will be determined in the future basedon the carrying amount after deduction of the provision for impairment and remaining useful life. Whereindividual component parts of an item of fixed asset have different useful lives or provide benefits to theenterprise in different manners thus necessitating use of different depreciation rates or methods, the depreciationof the fixed asset is respectively provided.
Depreciation methods, periods, residual value rate and annual depreciation rates of fixes assets are as follows
| Category | Method | Years of depreciation | Scrap value rate | Yearly depreciation rate |
| House and buildings | Straight-line depreciation | |||
| Production buildings | Straight-line depreciation | 20-35 | 5.00 | 2.71-4.75 |
| Non-production buildings | Straight-line depreciation | 20-40 | 5.00 | 2.38-4.75 |
| Temporary dormitory and simple room etc. | Straight-line depreciation | 5-15 | 5.00 | 6.33-19.00 |
| Gas storage bin | Straight-line depreciation | 20 | 5.00 | 4.75 |
| Silo | Straight-line depreciation | 50 | 5.00 | 1.90 |
| Wharf and supporting facilities | Straight-line depreciation | 50 | 5.00 | 1.90 |
| Machinery equipment | Straight-line depreciation | |||
| Other machinery equipment | Straight-line depreciation | 10-20 | 5.00 | 4.75-9.50 |
| Warehouse transmission equipment | Straight-line depreciation | 20 | 5.00 | 4.75 |
| Transport equipment | Straight-line depreciation | 3-10 | 5.00 | 9.50-31.67 |
| Electronic equipment and others | Straight-line depreciation | 2-10 | 5.00 | 9.50-47.50 |
(3) Recognition, measurement and depreciation of fixed assets held under finance lease
25. Construction in progress
Construction in progress is measured at the actual cost incurred. The actual cost includes construction cost,installation cost, borrowing costs that meet the capitalization conditions, and other necessary expendituresincurred before the construction in progress reaches its intended usable state. When the construction in progressreaches the intended usable state, it will be transferred to fixed assets and depreciation will be accrued from thenext month.
26. Borrowing expenses
26.1 Recognition of the borrowing expenses capitalization
The borrowing costs incurred by the company, which can be directly attributed to the acquisition,construction or production of assets that meet the capitalization conditions, shall be capitalized andincluded in the relevant asset costs; Other borrowing costs are recognized as expenses based on theiramount at the time of occurrence and included in the current profit and loss. Assets satisfying the
conditions of capitalization refer to fixed assets, investment real estate inventories and other assets whichtake a long period of time to purchase, construct, or manufacturing before becoming usable.
26.2 Period of capitalization
The capitalization period refers to the period from the time when the capitalization of borrowing costs starts to thetime when the capitalization stops, excluding the period when the capitalization of borrowing costs is suspended.
The borrowing expense shall be capitalized in case all the following conditions are satisfied at same time:
(1) Assets expense occurred, and paid as expenses in way of cash, non-cash assets transfer or debt with interest
taken for purchasing, constructing or manufacturing assets that complying with capitalizing condition;
(2) Borrowing expenses have occurred;
(3) Necessary activities occurred for reaching predicted usable statues or sale-able status for assets purchased,constructed or manufactured.
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalizationreached its predicted usable status or sale-able status, capitalization suspended for borrowing expenses.
26.3 Period of capitalization suspension
If purchasing, construction, or manufacturing process of an asset satisfying the conditions of capitalization issuspended abnormally for over 3 months, capitalizing of borrowing expenses shall be suspended; the suspendedassets that satisfy the conditions of capitalization meet the necessary procedure of reaching predicted usable statusor for-sale status, capitalizing of borrowing expenses shall be resumed. The borrowing expenses occurred duringthe period of capitalization suspension shall reckon into current gains and losses until the purchasing, construction,or manufacturing process is resumed for capitalizing.
26.4 Capitalization rate of the borrowing expense, measurement of the capitalized amountAs for the special loans borrowed for the purchase, construction or production of assets eligible for capitalization,the borrowing costs are capitalized by deducting the actual borrowing costs incurred in current period of specialborrowing, the interest income earned by borrowing funds that have not ye been used, deposited in the bank or theinvestment income obtained from the temporary investment.
For the general borrowings used for the acquisition, construction or production of assets eligible for capitalization,the amount of borrowing costs that should be capitalized for general borrowings is calculated and determinedaccording to the weighted average of the asset expenditures of accumulated asset expenditures over the specialborrowings multiplying by the capitalization rate of the occupied general borrowings. The capitalization rate isdetermined based on the weighted average interest rate of general borrowings.
During the capitalization period, the exchange difference of the principal and interest of the specialized foreign
currency borrowing is capitalized and included in the cost of the assets that meet the capitalization conditions.Exchange differences arising from the principal and interest of foreign currency borrowings other than specializedforeign currency borrowing are included in the current profits and losses.
27. Biological assets
(1) The Company’s biological assets are productive biological assets, which are classified into productivebiological assets, consumptive biological assets and biological assets for commonweal according to thepurpose of holding and the way in which economic benefits are realized.
(2) Biological assets are initially measured at cost.
(3) The necessary expenditures incurred by productive biological assets before reaching the intended productionand operation purposes constitute the cost of productive biological assets. Subsequent expenditures incurredafter achieving the intended production purposes shall be included in the current profit and loss.
(4) The necessary expenditures for consumptive biological assets before closure constitute the cost ofconsumptive biological assets, and subsequent expenditures incurred after closure are included in the currentprofit and loss. The consumptive biological assets are carried at cost when harvested using the proportionalmethod of accumulation.
(5) The Company’s biological assets are mainly tea trees. The company’s productive biological assets thatachieve the intended production and operation purposes are depreciated according to the average service lifemethod, and the service life is determined as the remaining period of land use after deducting the immaturetea tree period (5 years), the residual value rate is 5%. At the end of each year, the company reviews theservice life, expected net residual value and depreciation methods. If the service life and expected net outputvalue are different from the original estimate, or there is a significant change in the realization of economicbenefits, it will be used as an accounting estimate change to adjust the service life or estimated net outputvalue or change the depreciation method.
(6) Biological assets for commonweal refer to biological assets whose main purpose is protection andenvironmental protection, including wind-breaking and sand-fixing forests, soil and water conservationforests, and water conservation forests.
The cost of self-constructed biological assets for commonweal shall be determined in accordance with thenecessary expenditures such as cost of planting, tending fees, forest protection fees, forest culture andmanagement facility fees, improved seed experiment fees, survey design fees, and indirect costs that shouldbe apportioned before the closure, including borrowing costs that meet the conditions for capitalization.Biological assets for commonweal are subsequently measured at cost. There is no need to withdraw the asset
impairment reserve for biological assets for commonweal.
(7) The balance of the disposal consideration from the sale, inventory loss, death or damage of biological assets
after deducting the book value and relevant taxes shall be included in the current profit and loss.
28. Oil and gas assets
29. Right-of-use assets
30. Intangible assets
(1) Measurement, use of life and impairment testing
Measurement
(1)Initial measurement is made at cost when the Company acquires intangible assets;For those intangible assets purchased from outside, the purchase value, relevant taxes and other paymentsattributable to predicted purpose obtained should recognized as cost for this assets.
(2)Subsequent measurement
The service life of an intangible asset shall be analyzed and judged when they are acquired.
Those intangible assets with limited useful life are evenly amortized on straight basis from the date when theybecome usable to the end of expected useful life; Intangible assets for which it is impossible to predict theterm during which the assets can bring in economic benefits are viewed as intangible assets with indefinite lifewithout amortization.
Estimation of the service life of intangible assets with limited service life
| Item | Predicted useful life | Amortization method | Residual value rate | Basis |
| Land use right | Amortized the actual rest of life after certificate of land use right obtained | Straight-line method | 0.00% | Certificate of land use right |
| Forest tree use right | Service life arranged | Straight-line method | 0.00% | Protocol agreement |
| Trademark use right | 10 years | Straight-line method | 0.00% | Actual situation of the Company |
| Shop management right | Service life arranged | Straight-line method | 0.00% | Protocol agreement |
| Software use right | 5-8 years | Straight-line method | 0.00% | Protocol agreement |
| Patents and others | 20 years | Straight-line method | 0.00% | Actual situation of the Company |
Judgment basis on intangible assets with uncertain service life and review procedures for the service lifeIntangible assets for which it is impossible to predict the term during which the assets can bring in economicbenefits are viewed as intangible assets with indefinite life. Intangible assets with indefinite life are notamortized during the holding period, and useful life is re-reviewed at the end of each accounting period. Incase that it is still determined as indefinite after such re-review, then impairment test will be conductedcontinuously in every accounting period.
(2)Accounting policy of the internal R&D expenditure
Specific criteria for dividing research and development stagesThe expenditure for internal R&D is divided into research expenditure and development expenditure.Research stage: The stage of creative and planned research activities to acquire and understand new scientific ortechnological knowledge, etcDevelopment stage: stage of the activities that produced new or material advance materials, devices and productsthat by research results or other knowledge adoption in certain plan or design before the commercial production orusage.
Specific conditions for capitalization of expenditure during the development phaseExpenditures in the research phase are included in the current profit and loss when they occur. Expenditures in thedevelopment phase that meet the following conditions at the same time are recognized as intangible assets, andexpenditures in the development phase that cannot meet the following conditions are included in the current profitand loss:
(1) Owes feasibility in technology and completed the intangible assets for useful or for sale;
(2) Owes the intention for completed the intangible assets and for sale purpose;
(3) Way of profit generated including: show evidence that the products generated from the intangible assets owesa market or owes a market for itself; if the intangible assets will use internally, than show evidence of useful-ness;
(4) Possess sufficient technique, financial resources and other resources for the development of kind of intangibleassets and has the ability for used or for sale;
(5)The expenditure attributable to the exploitation stage for intangible assets could be measured reliably.If it is not possible to distinguish between research stage expenditures and development stage expenditures, allresearch and development expenditures incurred are charged to current gain/loss.
31. Impairment of long term assets
The long-term assets as long-term equity investments, investment real estate measured at cost, fixed assets,
construction in progress, right-of-use assets, intangible assets with certain service life and oil & gas assets aretested for impairment if there is any indication that an asset may be impaired at the balance date. If the result ofthe impairment test indicates that the recoverable amount of the asset is less than its carrying amount, theprovision for impairment and impairment loss shall be recognized for the amount by which the asset’s carryingamount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs tosell and the present value of the future cash flows expected to be derived from the asset. Provision for assetimpairment is determined and recognized on the individual asset basis. If it is not possible to estimate therecoverable amount of an individual asset, the recoverable amount of a group of assets to which the asset belongsis determined. A group of assets is the smallest group of assets that is able to generate independent cash inflows.
For goodwill formed by business combination, intangible assets with uncertain service life, and intangible assetsthat have not yet reached the usable state, regardless of whether there are signs of impairment, impairment testshall be carried out at least at the end of each year.
When the Company conducts the goodwill impairment test, the book value of goodwill formed by businesscombination is apportioned to the relevant asset group according to reasonable methods from the date of purchase; ifit is difficult to apportion it to the relevant asset group, apportion it to the relevant asset group portfolio. Relevantasset group or assets portfolio is the asset group or combination of assets group that can benefit from the synergiesof the enterprise merger.
When conducting impairment test for relevant asset group with inclusion of goodwill, in case that there isindication of impairment for such asset group, impairment test would be firstly conducted in respect of the assetgroups without inclusion of goodwill. Then, it shall calculate the recoverable amount and determine thecorresponding impairment loss as compared to its carrying value. Then conduct an impairment test on the assetgroup or asset group portfolios containing goodwill, and compare their book value with the recoverable amount. Ifthe recoverable amount is lower than the book value, the amount of impairment loss first deducts the book valueof the goodwill allocated to the asset group or asset group portfolio, and then deducts the book value of the otherassets in proportion according to the proportion of the book value of the other assets other than goodwill in theasset group or asset group portfolio. Once recognized, asset impairment loss would not be reversed in futureaccounting period.
32. Long term prepaid expense
Long term prepaid expense represents the expense which the Company has occurred and shall be amortized in thecurrent and later periods with amortization period exceeding one year. Long-term prepaid expenses of theCompany includes expenditures on improvement of investment real estate, decoration fee and expenditure forfixed assets improvement etc. Long term prepaid expense is amortized during the beneficial period under straightline method.
33. Contract liabilities
The Company lists contract assets or contract liabilities in the balance sheet based on the relationship betweenperformance obligations and customer payments. The Company’s obligation to transfer goods or provide servicesto customers for consideration received or receivable from customers is listed as contract liabilities. Contractassets and contract liabilities under the same contract are presented in net amount.
34. Staff remuneration
(1)Accounting treatment of short term remuneration
In the period of employee services, short-term benefits are actually recognized as liabilities and charged to profitor loss or relevant assets costs.
Regarding to the social insurance and housing funds that the Company pays for employees, the Company shouldrecognize corresponding employees benefits payable according to the appropriation basis and proportion asstipulated by relevant requirements and recognize the corresponding liabilities.
The employee welfare expenses incurred shall be recorded into the current gain/loss or the cost of relevant assetsaccording to the actual amount when actually incurred, and the non-monetary welfare shall be measured at fairvalue.
(2)Accounting treatment for post employment benefits
1) Defined contribution plan
The Company pays basic endowment insurance and unemployment insurance for employees according to therelevant regulations of the local government. In the accounting period in which employees provide services for theCompany, the amount to be paid is calculated according to the local payment base and proportion, and isrecognized as a liability and included in current profit and loss or related asset cost. In addition, the Company alsoparticipates in the enterprise annuity plan/supplementary pension insurance fund approved by the relevant statedepartments. The Company pays a certain percentage of the total wages of employees to the annuity plan/localsocial insurance agency, and the corresponding expenditures are included in the current profit and loss or the costof related asset.
2) Defined benefit plan
The Company assigns the benefit obligation arising from the defined benefit plan to the period during which theemployee provides service according to the formula determined by the expected accumulated benefit unit method,and includes it in the current profit and loss or related asset cost.
The deficit or surplus formed by the present value of the defined benefit plan obligation minus the fair value of thedefined benefit plan asset is recognized as a net benefit or net asset of the defined benefit plan. If there is a surplus inthe defined benefit plan, the Company measures the net assets of the defined benefit plan by the lower of the surplusand the asset limit of the defined benefit plan.
All defined benefit plan obligations, including obligations expected to be paid within twelve months of the end ofthe annual reporting period in which the employee provides services, are discounted based on the market return ofthe national debt matching with the defined benefit plan obligations deadline and currency or the high qualitycorporation bonds in an active market on the balance sheet date.
The service cost generated by the defined benefit plan and the net liabilities or the net interest of the net assets of thedefined benefit plan are included in the current profit and loss or the related assets cost; the changes generated by theremeasurement of net liabilities or net assets of the defined benefit plan are included in other comprehensive income,and will not be transferred back to profit or loss in the subsequent accounting period, when the original definedbenefit plan is terminated, the part that was originally included in other comprehensive income will be carriedforward to undistributed profit within the scope of equity.
When settling the defined benefit plan, the settlement gain or loss is confirmed by the difference between the presentvalue of the defined benefit plan obligation and the settlement price determined on the settlement date.
(3)Accounting treatment for dismissal benefit
If the Company provides dismissal benefits to employees, the employee compensation liabilities arising fromdismissal benefits shall be recognized on the earlier date of the following two, and shall be included in the currentprofit and loss: When the company cannot unilaterally withdraw the dismissal benefits provided by the dismissalplan or downsizing proposal; When the company confirms the costs or expenses related to the reorganizationinvolving the payment of dismissal benefits.
(4)Accounting treatment for other long term staff benefits
35. Lease liability
36. Accrual liability
The Company will recognize the obligations related to contingencies as expected liabilities when they meet thefollowing conditions:
(1) The responsibility is a current responsibility undertaken by the Company;
(2) Fulfilling of the responsibility may lead to financial benefit outflow;
(3) The responsibility can be measured reliably for its value.
Accrual liabilities shall conduct initial measurement by best estimation of expenditures needed by fulfillment ofcurrent responsibilities.
While determining the best estimation, take the risks, uncertainty and periodic value of currency related to thecontingent issues into consideration. For major influence from periodic value of currency, determine the bestestimation after discount on future relevant cash outflow.
Where there is a continuous range of required expenditures, and the probability of occurrence of various resultswithin this range is the same, the best estimation is determined according to the median value in the range; inother cases, the best estimate shall be treated as follows:
? If a contingency involves a single item, it shall be determined according to the amount most likely to occur.? If a contingency involves multiple items, it shall be determined in accordance with various possible outcomesand related probability calculation.
If all or part of the expenditure required to pay off the estimated liabilities is expected to be compensated by athird party, the compensation amount shall be separately recognized as an asset when it is basically certain that itcan be received, and the recognized compensation amount shall not exceed the book value of the estimatedliability.
The Company reviews the book value of estimated liabilities on the balance sheet date. If there is conclusiveevidence that the book value does not reflect the current best estimate, the book value will be adjusted accordingto the current best estimate.
37.Share-based payment
The Company’s share-based payment is a transaction that grants equity instruments or assumes liabilitiesdetermined based on equity instruments in order to obtain services from employees or other parties. TheCompany’s share-based payment is divided into equity-settled share-based payment and cash-settled share-basedpayment.
37.1 Equity-settled share-based payments and equity instruments
The equity-settled share-based payment in exchange for services provided by employees shall be measured at thefair value of equity instruments granted to employees. For share-based payment transactions that can be exercisedimmediately after the grant, the fair value of the equity instrument is included in the relevant cost or expenses onthe grant date, and the capital reserve is increased accordingly. For share-based payment transactions that can beexercised only after completing the services during the waiting period or meeting the specified performance
conditions after the grant, on each balance sheet date during the waiting period, the Company shall include theservices obtained in the current period in the relevant cost or expenses based on the best estimate of the number ofviable equity instruments and the fair value on the grant date, and increase the capital reserve accordingly.If the terms of the equity-settled share-based payment are modified, at least the services acquired are recognizedas if the terms were not modified. In addition, any modification that increases the fair value of the granted equityinstruments, or a change in favor of the employee on the modification date, is recognized as an increase inservices received.During the waiting period, if the granted equity instrument is canceled, the Company will treat the canceled grantedequity instrument as an accelerated exercise, and immediately include the amount that should be recognized duringthe remaining waiting period in the current profit and loss, and recognize the capital reserve at the same time.However, if a new equity instrument is granted and it is determined that the new equity instrument granted is toreplace the canceled equity instrument on the grant date of the new equity instrument, then in the same manner asthe modification of the terms and conditions of the original equity instrument, the granted alternative equityinstruments are processed.
37.2 Cash-settled share-based payments and equity instruments
The cash-settled share-based payment shall be measured at the fair value of the liabilities calculated anddetermined on the basis of shares or other equity instruments undertaken by the Company. For share-basedpayment transactions that can be exercised immediately after the grant, the Company shall include them in therelevant cost or expenses at the fair value of the liabilities on the grant date, and increase the liabilities accordingly.For share-based payment transactions that can be exercised only after completing the service during the waitingperiod or meeting the specified performance conditions, on each balance sheet date during the waiting period, theCompany shall include the services obtained in the current period in the relevant cost or expenses based on thebest estimate of the viable equity instruments and the fair value of the liabilities undertaken by the Company, andinclude in the liabilities accordingly. On each balance sheet date and settlement date before the settlement ofrelevant liabilities, the fair value of the liabilities is re-measured, and the changes are included in the current profitand loss.
38. Other financial instrument of preferred stocks and perpetual bond
The Company categorizes a financial instrument or its components as a financial asset, a financial liability or anequity instrument at the time of initial recognition based on the contractual terms of preferred stocks/perpetualbonds issued and the economic substance it reflects, not just in legal form.
When a financial instrument such as perpetual bonds/preferred stocks issued by the Company meet one of thefollowing conditions, the entire financial instrument or its components shall be classified as a financial liability atthe time of initial recognition.
(1) There are contractual obligations that the Company cannot unconditionally avoid fulfilling with the cashpayment or other financial assets;
(2) Contains contractual obligation to deliver variable amounts of own equity instruments for settlement;
(3) Contains derivative instrument that is settled with its own equity (such as conversion of equity, etc.), and thederivative instrument is not settled with a fixed amount of their own equity instruments in exchange for a fixedamount of cash or other financial assets;
(4) There are contract clauses that indirectly form contract obligations;
(5) The perpetual bonds are in the same repayment order as the ordinary bonds and other debts issued by theissuer at the time of liquidation by the issuer.
For financial instruments such as perpetual bonds/preferred stocks that do not meet any of the above conditions,classify the financial instruments as a whole or their components as equity instruments at the time of initialrecognition.
39. Revenue
Accounting policy used for revenue recognition and measurement
39.1 Accounting policy used for revenue recognition and measurement
The Company fulfills the performance obligations in the contract, that is, revenue is recognized when thecustomer obtains control of the relevant goods or services. Obtaining control of related goods or services meansbeing able to lead the use of the goods or services and obtain almost all of the economic benefits from them.
If the contract contains two or more performance obligations, the Company will allocate the transaction price toeach individual performance obligation in accordance with the relative proportion of the stand-alone selling priceof the goods or services promised by each individual performance obligation on the starting date of the contract.The Company measures revenue based on the transaction price allocated to each individual performanceobligation.
The transaction price refers to the amount of consideration that the Company expects to be entitled to receive dueto the transfer of goods or services to customers, excluding payments collected on behalf of third parties andpayments expected to be returned to customers. The Company determines the transaction price in accordance withthe terms of the contract and combined with its past customary practices. When determining the transaction price,it considers the influence of variable consideration, major financing components in the contract, non-cashconsideration, consideration payable to customers and other factors. The Company determines the transactionprice that includes variable consideration at an amount that does not exceed the amount of accumulatedrecognized revenue that is unlikely to be materially reversed when the relevant uncertainty is eliminated. If thereis a significant financing component in the contract, the Company determines the transaction price based on theamount payable in cash when the customer obtains control of the goods or services, and uses the actual interestmethod to amortize the difference between the transaction price and the contract consideration during the contractperiod. (Tips: for the interval between the transfer of control and the payment of the price by the customer doesnot exceed one year, the enterprise may disregard the financing component thereof. Enterprise should make
disclosure according to the actual situation )
It belongs to the performance obligation fulfilled within a certain period of time when meeting one of thefollowing conditions, otherwise it belongs to the performance obligation fulfilled at a certain point in time:
? The customer obtains and consumes the economic benefits brought by the Company’s performance at thesame time as the Company’s performance.
? Customers can control the products under construction in the Company’s performance process.
? The products produced by the Company during the performance of the contract have irreplaceable uses, and
the Company has the right to collect payment for the accumulated performance part of the contract during theentire contract period.
For performance obligations performed within a certain period of time, the Company recognizes revenueaccording to the performance progress during that period, except where the performance progress cannot bereasonably determined. The Company considers the nature of the goods or services and adopts the output methodor the input method to determine the progress of performance. When the performance progress cannot bereasonably determined, and the costs incurred are expected to be compensated, the Company shall recognize therevenue according to the amount of the costs incurred until the performance progress can be reasonablydetermined.
For performance obligations performed at a certain point in time, the Company recognizes revenue at the pointwhen the customer obtains control of the relevant goods or services. When judging whether a customer hasobtained control of goods or services, the Company considers the following signs:
? The Company has the current right to collect payment for the goods or services, that is, the customer has thecurrent payment obligation for the goods or services.
? The Company has transferred the legal ownership of the goods to the customer, that is, the customer has the
legal ownership of the goods.
? The Company has transferred the goods to the customer in kind, that is, the customer has taken possession ofthe goods in kind.
? The Company has transferred the main risks and rewards of the ownership of the goods to the customer, thatis, the customer has obtained the main risks and rewards of the ownership of the goods.
? The customer has accepted the goods or services, etc.
39.2 Specific principles
1. Revenue from sales of goods: The realization of sales revenue is recognized after the domestic sales of goodshave been delivered and in compliance with the relevant terms of the contract; for export sales, the realization ofsales revenue is recognized after the goods have been delivered and declared to the customs and meet the relevantterms of the contract.
2. Income from the provision of labor services: The Company provides the grain and oil dynamic reserve and its
rotation services for the Shenzhen Municipal Government, and the income is recognized when the relevant laboractivities occur. Operating Regulations for Shenzhen Municipal Government Grain Reserve Cost Contracting andShenzhen Edible Vegetable Oil Government Reserve Expenses All-inclusive Operational Regulations shall beused to calculate and confirm the service income of grain and oil reserves.
3. Other income:
1) The amount of income from royalties shall be calculated and determined according to the charging time andmethod stipulated in the relevant contracts or agreements.
2) Income from property leasing such as real estate, dock warehouses, and dock docking business shall becalculated and confirmed according to the charging time and method agreed in the contract or agreement.Differences in accounting policies of revenue recognition resulted by the different operating models for the same type of business
40. Government subsidy
40.1 Types
Governments subsidy of the Company refer to the monetary and non-monetary assets obtained from governmentfor free, and are divided into those related to assets and others related to revenues.
Government subsidy related to assets refer to those obtained by the Company and used for purchase orconstruction of or otherwise to form long-term assets. Government subsidies related to revenue refer to thoseother than government subsidies related to assets.Specific criteria for classifying the government subsidy as asset-related by the Company are:
Specific criteria for classifying the government subsidy as income-related by the Company are:
For those government subsidies without object specified in government documents, the Company classifiesgovernment subsidies as asset-related or income-related based on the following judgment:
Disclosure requirement: disclose specific criteria for distinguishing between asset-related government subsidiesand income-related. If the government document does not specify the object of the subsidy, it must also state thebasis of judgment for classifying the government subsidy as asset-related or income-related
40.2 Recognition time point
If there is evidence at the end of the period that the company can meet the relevant conditions stipulated by thefinancial support policy and is expected to receive financial support funds, the government subsidy shall berecognized according to the amount receivable. In addition, government subsidies are recognized when they areactually received.
If the government subsidy is a monetary asset, it shall be measured according to the amount received or receivable.If the government subsidy is a non-monetary asset, it shall be measured at its fair value; if the fair value cannot beobtained reliably, it shall be measured at its nominal amount (RMB 1). Government subsidies measured at thenominal amount are directly included in the current profit and loss.
40.3 Accounting treatment
Based on the essence of economic business, the company determines whether a certain type of government
subsidy business should be accounted for using the gross method or the net method. Normally, the company onlyselects one method for the same or similar government subsidy business, and uses that method consistently forthat business.
| Category | Accounting content |
| Types of government subsidies accounted for using the gross method | All government subsidies |
Government subsidy related to assets is used to offset the book value of related assets or be recognized as deferredincome. If it is confirmed as deferred income, it shall be included in the current profit and loss in a reasonable andsystematic way by stages within the useful life of the relevant assets (those related to the Company’s dailyactivities are included in other income; those unrelated to the Company’s daily activities are included in thenon-operating income);
Government subsidy related to income that is used to compensate the Company’s related costs or losses insubsequent periods is recognized as deferred income, and is included in the current profit and loss during the periodwhen the related costs or losses are recognized (those related to the Company’s daily activities are included in otherincome; those unrelated to the Company’s daily activities are included in the non-operating income) or used tooffset related costs or losses; those used to compensate the Company’s related costs, expenses or losses are directlyincluded in the current profit and loss (those related to the Company’s daily activities are included in other income;those unrelated to the Company’s daily activities are included in the non-operating income) or used to offsetrelated costs or losses.
The policy-related preferential loan interest discounts obtained by the Company shall be accounted for separatelyin the following two situations:
1) The finance allocates interest discount funds to the lending bank. If the lending bank provides loans to theCompany at a policy-based preferential interest rate, the Company will use the actually received loan amountas the entry value of the loan, and calculate related borrowing costs according to the loan principal and thepolicy-based preferential interest rate.
2) If the finance directly allocates interest discount funds to the Company, the Company will write down therelevant borrowing costs with the corresponding interest discount.
41. Deferred income tax assets and deferred income tax liabilities
Income tax includes current income tax and deferred income tax. Except for income tax arising from businessmergers and transactions or events that are directly included in owner's equity (including other comprehensiveincome), the Company include current income tax and deferred income tax in current profit and loss.
Deferred income tax assets and deferred income tax liabilities are calculated and recognized based on thedifference (temporary difference) between the tax base of assets and liabilities and their book value.
Deductible temporary differences recognized by deferred income tax assets is limited to the taxable income that islikely to be obtained in the future to deduct deductible temporary differences. For the deductible losses and taxdeductions that can be carried forward for subsequent years are limited to the future taxable income that is likelyto be obtained to deduct deductible and tax deductions.
For taxable temporary differences, except for special circumstances, deferred income tax liabilities are recognized.Special circumstances that do not recognize deferred income tax assets or deferred income tax liabilities include:
? Initial recognition of goodwill;
? Transactions or events that neither are a business combination nor affect accounting profits and taxable
income (or deductible losses) when occur.
For taxable temporary differences related to investments in subsidiaries, associates and joint ventures, deferredincome tax liabilities are recognized, unless the Company can control the timing of the reversal of the temporarydifferences and the temporary differences are not likely to be reversed in the foreseeable future. For deductibletemporary differences related to investments in subsidiaries, associates and joint ventures, when the temporarydifferences are likely to be reversed in the foreseeable future and are likely to be used to deduct the taxableincome of deductible temporary differences in the future, recognize deferred income tax assets.
On the balance sheet date, deferred income tax assets and deferred income tax liabilities are measured at theapplicable tax rate during the period when the relevant assets are expected to be recovered or the relevantliabilities are expected to be paid off in accordance with the provisions of the tax law.
On the balance sheet date, the Company reviews the book value of deferred income tax assets. If it is probable thatsufficient taxable income cannot be obtained in the future to offset the benefits of deferred income tax assets, thebook value of the deferred income tax assets shall be written down. When it is possible to obtain sufficient taxableincome, the write-down amount shall be reversed.
When there is a statutory right to settle on a net basis, and an intention to settle on a net basis or acquire assets andpay off liabilities at the same time, the current income tax assets and current income tax liabilities are presented atthe net amount after offsetting.
On the balance sheet date, deferred income tax assets and deferred income tax liabilities shall be listed as the netamount after offset when the following conditions are met at the same time:
? The tax subject has the statutory right to settle current income tax assets and current income tax liabilities on
a net basis;
? Income tax assets and deferred income tax liabilities are related to the income tax levied by the same taxadministration department on the same taxation subject or related to different taxation subjects, however, inthe period during which each important deferred income tax asset and liability are reversed in the future, thetaxpayer involved intends to settle the current income tax assets and liabilities on a net basis or obtain assetsand settle liabilities at the same time.
42. Lease
(1) Accounting treatment of operating leases
Lease refers to a contract in which the lessor transfers the right to use an asset to the lessee for a certain period oftime in order to obtain consideration. On the start date of the contract, the company evaluates whether the contractis a lease contract or the contract includes a lease. In case one party of the contract transfers the right to control theuse of one or more identified assets for a certain period of time in exchange for consideration, such contract isconsidered a lease contract or such contract includes a lease.If multiple separate leases are included in the contract, the company will split the contract and perform accountingfor each separate lease separately. If the contract includes both the leased and non-leased parts, the lessee andlessor shall split the leased and non-leased parts. However, the company, in case serving as the lessee, choose notto split the contract and combine the leasing parts and their related non-leasing parts into a lease.For rent reduction, deferred payment and other rent concession in respect of the existing lease contract which aredirectly caused byimplementation of Finance and Accounting [2022] No. 13, if the following conditions are met atthe same time, the Company will adopt a simplified method for all leases, and will not evaluate whether there isany change in lease or re-evaluate the lease classification:
? The lease consideration after concession is reduced or basically unchanged compared with that before
concession, where the lease consideration is not discounted or is discounted at the discount rate beforeconcession;
? After considering both qualitative and quantitative factors, it is determined that there are no significantchanges in the other terms and conditions of the lease.
42.1 the Company serves as lessor
1. Right-of-use assets
On the commencement date of the lease period, the Company recognizes right-of-use assets for leases other thanshort-term leases and leases of low-value assets. Right-of-use assets are initially measured at cost. This costincludes:
? The initial measurement amount of the lease liability;
? The lease payment amount paid on or before the start date of the lease period, if there is a lease incentive,
deduct the relevant amount of the lease incentive already enjoyed;
? Initial direct expenses incurred by the company;
? The estimated costs incurred by the Company for dismantling and removing the leased assets, restoring the
site where the leased assets are located, or restoring the leased assets to the state agreed upon in the leaseterms, but do not include the costs incurred for the production of inventories.The Company subsequently adopts the straight-line method to depreciate the right-of-use assets. If it can bereasonably determined that the ownership of the leased asset will be obtained at the expiration of the lease term,the company shall accrue depreciation within the remaining useful life of the leased asset; otherwise, the leasedasset shall be depreciated within the shorter of the lease term and the remaining useful life of the leased asset. .The company determines whether the right-of-use asset has been impaired in accordance with the principlesdescribed in Note V. (31) Impairment of long-term assets, and performs accounting treatment on the identifiedimpairment losses.
2.Lease liabilities
On the commencement date of the lease term, the Company recognizes lease liabilities for leases other thanshort-term leases and leases of low-value assets. The lease liability is initially measured at the present value ofoutstanding lease payments. Lease payments include:
? Fixed payments (including actual fixed payments), deduct the relevant amount of the lease incentive if any;
? Variable lease payments that depend on an index or rate;
? The expected payment according to the residual value of the guarantee provided by the company;
? The exercise price of the purchase option, provided that the company is reasonably certain that the option
will be exercised;
? Payments for exercising the option to terminate the lease, provided that the lease term reflects that thecompany will exercise the option to terminate the lease.The company uses the interest rate implicit in the lease as the discount rate, but if the interest rate implicit in thelease cannot be reasonably determined, the company’s incremental borrowing rate is used as the discount rate.The company calculates the interest expense of the lease liability in each period of the lease term according to thefixed periodic interest rate, and includes it into the current profit and loss or the cost of related assets.Variable lease payments that are not included in the measurement of lease liabilities are included in the currentprofit and loss or the cost of related assets when they are actually incurred.After the commencement date of the lease term, the Company shall re-measure the lease liabilities and adjust thecorresponding right-of-use assets under the following circumstances. If the book value of the right-of-use assetshas been reduced to zero, but the lease liabilities still need to be further reduced, the The difference is included inthe current profit and loss:
? When there is a change in the evaluation results of the purchase option, lease renewal option or termination
option, or the actual exercise of the aforementioned options is inconsistent with the original evaluation result,the company will calculate the lease payment after the change and the revised discount. Remeasure the leaseliability at the present value of the rate calculation;
? When the actual fixed payment changes, the estimated payable amount of the residual value guaranteechanges, or the index or ratio used to determine the lease payment changes, the company calculates the
present value based on the changed lease payment and the original discount rate Remeasure the lease liability.However, where changes in lease payments result from changes in floating interest rates, a revised discountrate is used to calculate the present value.
3.Short-term leases and low-value asset leases
The company doesn’t recognize right-of-use assets and lease liabilities for short-term leases and low-value assetleases, and includes the relevant lease payments in the current profit and loss or related asset costs on astraight-line basis over each period of the lease term. Short-term leases refer to leases with a lease term of notmore than 12 months and excluding purchase options on the commencement date of the lease term. A low-valueasset lease refers to a lease with a lower value when a single leased asset is a brand-new asset. If the companysubleases or expects to sublease the leased assets, the original lease is not a low-value asset lease.
4.Lease change
If the lease changes and the following conditions are met at the same time, the company will account for the leasechange as a separate lease:
? The lease modification expands the scope of the lease by adding the right to use one or more leased assets;
? The increased consideration is equivalent to the amount adjusted by the individual price of the expanded part
of the lease scope according to the contract.If the lease change is not accounted for as a separate lease, on the effective date of the lease change, the companyre-allocates the consideration of the contract after the change, re-determines the lease term, and calculates thecurrent value based on the lease payment after the change and the revised discount rate to remeasure the leaseliability.If the lease change leads to the narrowing of the lease scope or the shortening of the lease term, the company willreduce the book value of the right-of-use asset accordingly, and include the relevant gains or losses on partial orcomplete termination of the lease into the current profit and loss. If other lease changes result in re-measurementof lease liabilities, the Company adjusts the book value of the right-of-use asset accordingly.
42.2 The Company serves as the lessee
On the commencement date of the lease, the company divides the lease into financing lease and operating lease.Finance lease refers to a lease that, regardless of whether ownership is ultimately transferred or not, essentiallytransfers almost all the risks and rewards related to the ownership of the leased asset. Operating leases refer toleases other than financing leases. When the company serves as a sublease lessor, the sublease is classified basedon the use rights assets generated from the original lease.
1. Accounting treatment for operating leases
The lease receipts from operating leases are recognized as rental income on a straight-line basis during eachperiod of the lease term. The company capitalizes the initial direct expenses related to operating leases and booksthem to the current profit and loss on the same basis as rental income recognition during the lease term. Thevariable lease payments that are not included in the lease receipts are recognized in the current profit and loss at
the time of actual occurrence. If there is a change in the operating lease, the company will treat it as a new leasefor accounting treatment from the effective date of the change, and the advance or receivable lease receipts relatedto the lease before the change are considered as the new lease receipts.
2. Financial leasing accounting treatment
On the lease commencement date, the company recognizes the receivable financing lease payments for financingleases and derecognize financing lease assets. When the company initially measures the receivable financing leasepayments, the net lease investment is recognized as the booked value of the receivable financing lease payments.The net lease investment is the sum of the unguaranteed residual value and the present value of the lease receiptsthat have not been received on the start date of the lease term discounted at the implicit interest rate of the lease.Our company calculates and recognizes interest income for each period of the lease term at a fixed periodicinterest rate. The derecognition and impairment of financing lease receivables shall be accounted for inaccordance with “V. (10) Financial Instruments” in this note.Variable lease payments that are not included in the measurement of net lease investment are recognized in thecurrent profit and loss at the time of actual occurrence.If there is a change in the financing lease and the following conditions are met simultaneously, the company willtreat this change as a separate lease for accounting purposes:
? The change expands the lease scope by increasing the right to use one or more leased assets;
? The increased consideration is equivalent to the individual price for most of the expansion of the lease scopeadjusted according to the contract status.If the change in financing lease is not treated as a separate lease for accounting purposes, the company will handlethe changed lease in the following situations:
? If the change takes effect on the lease commencement date and the lease will be classified as an operating
lease, the company will treat it as a new lease for accounting purposes starting from the effective date of thelease change, and use the net lease investment before the effective date of the lease change as the book valueof the leased asset;
? If the change takes effect on the lease commencement date, and the lease will be classified as a financinglease, the company will conduct accounting treatment in accordance with the policy on modifying orrenegotiating contracts in “V. (10) Financial Instruments” of this note.
42.3 Leaseback transactions
The company evaluates and determines whether the asset transfer in the leaseback transaction are sales inaccordance with the principles stated in “Note V. (39) Revenue”.
1. The company acts as lessee
In case the transfer of assets in leaseback transaction is sales, the company, as the lessee, measures theright-of-use assets formed by leaseback based on the portion of the original asset book value related to the
leaseback obtained in the book value of original assets, and only recognizes the relevant gains or losses based onthe rights transferred to the lessor; If the asset transfer in leaseback transaction does is not sales, the company, asthe lessee, continues to recognize the transferred asset and recognizes a financial liability equal to the transferincome. The accounting treatment of financial liabilities is detailed in “Note V. (10) Financial Instruments” .
2. The Company serves as lessor
In case the transfer of assets in leaseback transaction is sales, the company, as the lessor, conducts accountingtreatment for the purchase of assets, and conducts accounting treatment for asset leasing in accordance with theaforementioned policy of “2. The company as the lessor”; In case the transfer of assets in leaseback transactiondoes not belong to sales, the company, as the lessor, does not recognize the transferred assets, but recognizes afinancial asset equal to the transfer income. The accounting treatment of financial assets is detailed in “Note V.
(10) Financial Instruments”.
（2）Accounting treatment method of financial leasing
43. Other important accounting policy and estimation
44. Changes of important accounting policy and estimation
(1) Changes of important accounting policies
? Applicable □ Not applicable
| Content & reasons | Approval procedure | Note |
(1) Implementation of Accounting Standards for Business Enterprises Interpretation No. 15The Ministry of Finance issued Accounting Standards for Business Enterprises Interpretation No. 15 (CK (2021)No.35) on December 30, 2021 (hereinafter referred to as “Interpretation No. 15”).
①Accounting for trial operation sales
Interpretation No. 15 stipulates the accounting treatment and presentation of sales of products or by-productsproduced by the enterprise before the fixed assets reach the expected usable state or during the research anddevelopment, and stipulates that the net amount from relevant income of trial operation sales used to offset thecost shall not be used to write down fixed asset costs or the research and development expenditure. This provisioncame into force on January 1, 2022, and retroactive adjustments shall be made for trial operation sales thatoccurred between the beginning of the earliest period of financial statement presentation and January 1, 2022. Theimplementation of this provision has not had a major impact on the financial condition and operating results of thecompany.
①Judgment on onerous contract
Interpretation No. 15 clarifies that the “cost of contract performance” considered by the enterprise when judgingwhether the contract constitutes an onerous contract shall include both the incremental cost of contractperformance and the shared amount of other costs directly related to the contract performance. This provisionscame into effect on January 1, 2022. Enterprises shall implement this provisions for the contracts that have notfulfilled all the obligations on January 1, 2022. The early comparative financial statement data shall not beadjusted for the retained earnings and other related financial statement items at the beginning of the year whenadjustment of cumulative affected amount is mad. The implementation of this provision has not had a majorimpact on the financial condition and operating results of the company.
(2) Implementation of Finance and Accounting [2022] No. 13
The company has adopted simplified methods for all lease contracts that met the conditions before the adjustmentof application scope and all similar lease contracts that met the conditions after the adjustment of applicationscope, and retroactively adjusted relevant lease contracts that have adopted lease change for accounting treatmentbefore the issue of the Notice without adjusting the early comparative financial statement data; theimplementation of this provision from January 1, 2022 to the implementation date of this Notice has not had amajor impact on the financial condition and operating results of the company.
(3) Implementation of Accounting Standards for Business Enterprises Interpretation No. 15The Ministry of Finance issued Accounting Standards for Business Enterprises Interpretation No. 16 (CK (2022)No.31) on November 30, 2022 (hereinafter referred to as “Interpretation No. 16”).
① Accounting for the income tax impact of dividends related to financial instruments classified by the issuer asequity instrumentsInterpretation No.16 stipulates that for financial instruments classified by the enterprise as equity instruments,where relevant dividend expenditures are deducted before enterprise income tax according to relevant provisionsof tax policies, the income tax impact related to dividends shall be recognized when dividends payable arerecognized, and the income tax impact of dividends shall be included into current profit and loss or owner’s equityitems (including other comprehensive income item) in the way consistent with the accounting treatment adoptedfor previous transactions or matters that generate profits available for distribution.This provision came into force as of the date of promulgation. If relevant dividends payable occur from January 1,2022 to the date of implementation, it shall be adjusted according to this provision; if relevant dividends payableoccur before January 1, 2022 and the recognition of relevant financial instruments is not terminated on January 1,2022, retroactive adjustment shall be made. The implementation of this provision has not had a major impact onthe financial condition and operating results of the company.
①Accounting treatment in which the enterprise modifies the share payment settled by cash to share paymentsettled by equity
Interpretation No. 16 clarifies that if the enterprise modifies the terms and conditions in the agreement of sharepayment settled by cash to make it share payment settled by equity, on the modification date (whether within orafter the waiting period), it shall calculate the share payment settled by equity according to the fair value on thedate of modifying the granted equity instruments, and include the acquired services into capital reserve. At thesame time, it shall terminate the recognition of liabilities of the share payment settled by cash recognized on themodification date, and include the difference into current profit and loss.This provision came into force as of the date of promulgation, and relevant new transactions from January 1, 2022to the date of implementation shall be adjusted according to this provision; if relevant transactions occurringbefore January 1, 2022 are not treated according to this provision, retroactive adjustment shall be made, and thecumulative affected amount shall be adjusted to retained earnings and other related items as of January 1, 2022,without adjusting the early comparative financial statement data. The implementation of this provision has not hada major impact on the financial condition and operating results of the company.
(2) Changes of important accounting estimate
□ Applicable ? Not applicable
45. Other
VI. Taxes
1. Type of tax and rate for main applicable tax
| Taxes | Basis | Rate |
| VAT | The output tax is calculated on the basis of the sales of goods and the taxable service income calculated according to the tax law. After deducting the input tax amount that is allowed to be deducted in the current period, the difference part is the value-added tax payable. | 13.00%, 9.00%, 6.00%, 5.00%, 3.00% |
| Urban maintenance and construction tax | Calculated according to the actual value-added tax and consumption tax | 7.00%, 5.0% |
| Enterprise income tax | Calculated according to taxable income | 25.00%, 20.00%, 15.00% |
| Property tax | Price-based resource tax, 1.2 percent of the remaining value after deducting 20% of the original value of the property; 12 percent of the rental income if levy by rents. | 1.20%, 12.00% |
| Deed tax | When the property right of the real property is transferred, the contract price shall be paid to the owner of the property right in one lump sum | 3.00%-5.00% |
Rate of income tax for different taxpaying body:
| Taxpaying body | Rate of income tax |
| Shenzhen Cereals Holdings Co., Ltd. | 25.00% |
| Shenzhen Cereals Group Co., Ltd(hereinafter referred to as “SZCG”) | 25.00% , some businesses are tax-free |
| Shenzhen Hualian Grain and Oil Trading Co., Ltd.(hereinafter referred to as “Hualian Cereals and Oil”) | 25.00% |
| Dongguan Shenliang Hualian Cereals and Oil Trading Co., Ltd(hereinafter referred to as “Dongguan Hualian”) | 25.00% |
| Shenzhen Shenliang Hongjun Catering Management Co., Ltd.(hereinafter referred to as “Shenliang Hongjun”) | 25.00% |
| Shenzhen Flour Co., Ltd(hereinafter referred to as “Shenzhen Flour”) | 25.00% , some businesses are tax-free |
| Shenliang Quality Inspection Co., Ltd. (hereinafter referred to as “Shenliang Quality Inspection”) | 20.00% |
| Hainan Shenliang Oil & Food Co., Ltd. (hereinafter referred to as “Hainan Oil & Food”) | 20.00% |
| Shenzhen Shenliang Doximi Business Co., Ltd. (hereinafter referred to as “Doximi”) | 25.00% |
| Zhenpin Market Operation Technology Co., Ltd. (hereinafter referred to “Zhenpin Market”) | 25.00% |
| Shenzhen Shenliang Big Kitchen Food Supply Chain Co., Ltd(hereinafter referred to as “Big Kitchen”) | 25.00% |
| Shenzhen Shenliang Storage (Yingkou) Co., Ltd(hereinafter referred to as “Yingkou Storage”) | 25.00% |
| Shenzhen Shenliang Cold Chain Logistics Co., Ltd.(hereinafter referred to as “Cold Chain Logistics”) | 15.00% |
| Shenzhen Shenliang Property Development Co., Ltd.(hereinafter referred to as “Shenliang Property Development”) | 25.00% |
| Shenzhen Shenliang Property Management Co., Ltd. (hereinafter referred to as “Shenliang Property Management”) | 20.00% |
| Dongguan Shenliang Logistics Co., Ltd.(hereinafter referred to as “Dongguan Logistics”) | 25.00% |
| Dongguan International Food Industrial Park Development Co., Ltd.(hereinafter referred to as “International Food”) | 25.00% |
| Dongguan Shenliang Oil & Food Trade Co., Ltd.(hereinafter referred to as “Dongguan Oil & Food”) | 25.00% |
| Shuangyashan Shenliang Cereals Base Co., Ltd. (hereinafter referred to as “Shuangyashan”) | 25.00% |
| Shenzhen Shenbao Huacheng Technology Co., Ltd. (hereinafter referred to as “Shenbao Huacheng”) | 15.00% |
| Wuyuan Ju Fang Yong Tea Industry Co., Ltd(hereinafter referred to as “Wuyuan Ju Fang Yong”) | 15.00% |
| Shenzhen Shenshenbao Investment Co., Ltd(hereinafter referred to as “Shenshenbao Investment”) | 25.00% |
| Shenzhen Shenshenbao Tea Culture Commercial Management Co., Ltd.(hereinafter referred to as “Shenbao Tea Culture”) | 25.00% |
| Hangzhou Ju Fang Yong Holding Co., Ltd(hereinafter referred to as “Ju Fang Yong Holding”) | 25.00% |
| Hangzhou Fuhaitang Catering Management Chain Co., Ltd. (hereinafter referred to as “Fuhaitang Catering”) | 25.00% |
| Hangzhou Fuhaitang Tea Ecology Technology Co., Ltd(hereinafter referred to as “Fuhaitang Tea Ecology”) | 25% |
| Mount Wuyi Shenbao Rock Tea Co., Ltd.(hereinafter referred to as “Shenbao Rock Tea”) | 25.00% |
| Yunnan Shenbao Pu’er Tea Supply Chain Management Co., Ltd. (hereinafter referred to as “Pu’er Tea Supply Chain”) | 25.00% |
| Shenzhen Shenliang Food Co., Ltd. (hereinafter referred to as “Shenzhen Shenliang Food”) | 25.00% |
| Yunnan Pu’er Tea Trading Center Co., Ltd. (hereinafter referred to as “Pu’er Tea Trading Center”) | 25.00% |
| Huizhou Shenliang Food Co., Ltd. (hereinafter referred to as “Huizhou Shenliang Food”) | 25.00% |
| Huizhou Shenbao Technology Co., Ltd.(hereinafter referred to as “Huizhou Shenbao”) | 25.00% |
| Shenliang Hongli Grain and Oil (Shenzhen) Co., Ltd (hereinafter referred to as “Shenliang Hongli”) | 25.00% |
| Shenzhen Shenbao Industrial & Trading Co., Ltd (hereinafter referred to as “Shenbao Industrial & Trading”) | 25.00% |
| Wuhan Jiacheng Biotechnology Co., Ltd (hereinafter referred to as “Wuhan Jiacheng”) | 15.00% |
| Hubei Jiacheng Biotechnology Co., Ltd (hereinafter referred to as “Hubei Jiacheng”) | 25.00% |
| Wuhan Hongqu Health Biology Co., Ltd (hereinafter referred to as “Wuhan Hongqu”) | 25.00% |
| Macheng Jintian Camellia Oil Co., Ltd.(hereinafter referred to as“Macheng Jintian”) | 25.00% |
2. Preferential taxation
1. VAT discounts and approval
According to the “Notice of the Ministry of Finance and the State Administration of Taxation on the IssuesConcerning the VAT Collection and Exemption of Grain Enterprises (CSZ [1999] No. 198)” and “Shenzhen TaxService, State Taxation Administration and Shenzhen Finance Bureau SGSF (SCF [1999] No.428)”, confirmingthat SZCG, the Company’s subsidiary, and its subsidiaries, are state-owned grain purchase and sale enterprisesthat undertake grain collection and storage tasks for Shenzhen, the grain sold is subject to tax-free declaration byrule and enjoys the exemption from VAT. In addition, according to the stipulation of the “Announcement of StateAdministration of Taxation on Relevant Management Matters After Clarifying the Cancellation of the Approval ofSome VAT Preferential Policies” (SAT Announcement 2015 No. 38), the approval for exemption from VAT andthe involved tax review and approval procedures for the state-owned grain enterprises that undertake graincollection and storage tasks, other grain enterprises that operate tax-free projects and enterprises that have ediblevegetable oil sales business for government reserves are canceled and changed to record management. Thetaxpayer does not change the content of the record materials during the period of tax exemption can be put on aone-time record. In December 2013, SZCG obtained the notice of the VAT preferential record (SGSFJBM [2013]No.2956) from Shenzhen Futian State Administration of Taxation. In the case of no change in policy, this limitedfiling period started on January 1
st, 2014.The VAT input tax amount of the preferential item was separatelyaccounted for, and the input VAT calculation method cannot be changed within 36 months after the selection. Asof December 31, 2022, the tax exemption policy has been in effect since its filing in 2014, and the company’s VATinput tax has not changed since it was accounted for separately in 2014, so the company continues to enjoy the taxpreference.
2. Stamp duty, house property tax, and urban land use tax preferences
According to the Announcement of the Ministry of Finance and the State Administration of Taxation onContinuing the Implementation of Tax Preferential Policies for Some National Reserve Commodity Reserves
(Announcement No. 8 of 2022) confirming that the fund account book of SZCG, the Company’s subsidiary, andits direct depots is exempt from stamp duty, confirming that the written purchase and sale contracts of SZCG inthe process of undertaking the commodity reserve business are exempt from stamp duty, and confirming thatSZCG’s house property and land used for the commodity reserve business are exempt from house property taxand urban land use tax. The execution period is from January 1, 2022 to December 31, 2023.
3. Enterprise income tax
(1) On May 27, 2021, the General Administration of Taxation, Ministry of Finance issued the Notice on theExtension of Preferential Policies of Enterprise Income Tax of Qianhai Shenzhen-Hong Kong Modern ServiceIndustry Cooperation Zone in Shenzhen, the enterprise income tax of qualified enterprises located in QianhaiShenzhen-Hong Kong Modern Service Industry Cooperation Zone is levied at the rate of 15.00%, and the Noticeto be implemented from January 1, 2021 to December 31, 2025. The Company's subsidiary cold chain logistics isregistered in Shenzhen Qianhai Cooperation Zone, which is eligible for preferential tax conditions. According torelevant policies of the cooperation zone, its income tax will enjoy a preferential tax of 15.00%
(2) On December 23, 2021, Shenbao Huacheng, a subsidiary of the Company, obtained the High-tech EnterpriseCertificate (Certificate No.: GR202144205394) jointly issued by the Shenzhen Science and Technology Bureau,the Shenzhen Finance Bureau, and the Shenzhen Tax Service, State Taxation Administration, which is valid forthree years. According to the relevant preferential policies of the state for high-tech enterprises, the qualifiedhigh-tech enterprises will pay corporate income tax at a reduced income tax rate of 15.00% within three yearsfrom the year of identification. Shenbao Huacheng will enjoy the preferential tax policy from 2021 to 2024.
(3) On November 3, 2021, Wuyuan Ju Fang Yong, a subsidiary of the Company, obtained the High-tech EnterpriseCertificate (Certificate No.: GR202136000731) jointly issued by the Science and Technology Department ofJiangxi Province, the Finance Department of Jiangxi Province, and the Jiangxi Provincial Tax Service, StateTaxation Administration, which is valid for three years. According to the relevant preferential policies of the statefor high-tech enterprises, qualified high-tech enterprises will pay corporate income tax at a reduced income taxrate of 15.00% within three years from the year of identification. Wuyuan Ju Fang Yong will enjoy the preferentialtax policy from 2021 to 2024.
(4) On Oct. 12, 2022, Wuhan Jiacheng, a subsidiary of the Company, obtained the High-tech Enterprise Certificate(Certificate No.:GR202242000734) jointly issued by the Department of Science and Technology of HubeiProvince, the Hubei Provincial Department of Finance of Hubei Province, and the Hubei Provincial Tax Service,State Taxation Administration, which is valid for three years. According to the relevant preferential policies of thestate for high-tech enterprises, qualified high-tech enterprises will pay corporate income tax at a reduced incometax rate of 15.00% within three years from the year of identification. Wuhan Jiacheng enjoys the preferential taxpolicy from 2022 to 2025.
(5) According to the Notice of the Ministry of Finance and the State Taxation Administration on the Treatment ofCorporate Income Tax Treatment of Fiscal Funds for Special Purposes (CS[2009]No.87), the governmentalservice incomes obtained by SZCG, the Company’s subsidiary, and its subordinate companies by carrying out
government grain reserves business are fiscal funds for special purposes, those that meet the requirements can beregarded as non-taxable incomes and deducted from the total income when calculating the taxable income.Expenses arising from the use of the above non-taxable income for expenditure shall not be deducted from thecalculation of taxable income; for assets formed from expenditure, the calculated depreciation and amortizationshall not be deducted from the calculation of taxable income.
(6) Shenzhen Flour, a subsidiary of the Company, is a flour primary processing enterprise, according to thestipulations of the “Notice on Issuing the Scope (Trial) of Primary Processing of Agricultural Products Applicableto the Corporate Income Tax Preferential Policy (CS[2008]No.149)” and the “Supplementary Notice on the Scopeof Primary Processing of Agricultural Products Applicable to the Corporate Income Tax Preferential Policy of theMinistry of Finance and the State Administration of Taxation” (CS[2011]No.26), the wheat primary processing isexempt from income tax.
(7) According to the Announcement of the Ministry of Finance and the State Taxation Administration on theImplementation of Preferential Income Tax Policies for Small and Micro Enterprises and Individual Business(GG[2021]No. 12) and the Announcement of State Taxation Administration on Matters Related to theImplementation of Preferential Income Tax Policies for the Development of Small and Micro-profit Enterprisesand Individual Business (GG[2021]No. 8), from January 1, 2021 to December 31, 2022, the part of the annualtaxable income of small and low-profit enterprises not exceeding 1 million yuan shall be included in the taxableincome at a reduced rate of 12.50%, and the enterprise income tax shall be paid at a tax rate of 20.00%. Accordingto the Announcement of the Ministry of Finance and the State Administration of Taxation on the FurtherImplementation of Preferential Income Tax Policies for Small and Micro Enterprises (GG[2022]No. 13), fromJanuary 1, 2022 to December 31, 2024, the annual taxable income of small and micro profit enterprises exceeds 1million yuan but does not exceed 3 million yuan. Deduct 25.00% as taxable income and pay corporate income taxat the rate of 20.00%. The company’s subsidiary Hainan Grain and Oil, Shenliang Property and Shenliang QualityInspection are small profit enterprises and in line with the preferential tax conditions.
3. Other
VII. Notes to main items of consolidated financial statements
1. Monetary funds
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Cash on hand | 69,686.00 | 29,370.19 |
| Cash in bank | 52,837,770.89 | 49,173,812.84 |
| Other monetary fund | 1,196,314.11 | 1,206,740.62 |
| Total | 54,103,771.00 | 50,409,923.65 |
| Total amount of funds with restrictions on use due to mortgage, pledge, or freezing | 1,008,301.74 | 1,039,843.45 |
Other explanation
2. Tradable financial assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Financial assets measured by fair value and with variation reckoned into current gains/losses | 46,676,652.91 | 211,060,770.50 |
| Including: | ||
| Equity investment instrument | 1,228,132.36 | 921,099.27 |
| Structured financial products | 45,448,520.55 | 210,139,671.23 |
| Including: | ||
| Total | 46,676,652.91 | 211,060,770.50 |
Other explanation:
3. Derivative financial assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Other explanation:
4. Note receivable
(1) By category
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Bank acceptance bill | 270,109.00 | 687,242.00 |
| Total | 270,109.00 | 687,242.00 |
Unit: RMB/CNY
| Category | Ending balance | Opening balance | ||||||||
| Book balance | Bad debt provision | Book value | Book balance | Bad debt provision | Book value | |||||
| Amount | Ratio | Amount | Accrual ratio | Amount | Ratio | Amount | Accrual ratio | |||
| Including: | ||||||||||
| Including: |
If the provision for bad debts of note receivable is made in accordance with the general model of expected credit losses, please refer tothe disclosure of other account receivables to disclose related information about bad-debt provisions:
□ Applicable ?Not applicable
(2) Bad debt provision accrual, collected or reversal in the period
Bad debt provision accrual in the period:
Unit: RMB/CNY
| Category | Opening balance | Amount changed in the period | Ending balance | |||
| Accrual | Collected or reversal | Written-off | Other | |||
Including major amount bad debt provision that collected or reversal in the period:
□ Applicable ?Not applicable
(3) Note receivable pledged at period-end
Unit: RMB/CNY
| Item | Amount pledged at period-end |
(4) Notes endorsement or discount and undue on balance sheet date
Unit: RMB/CNY
| Item | Amount derecognition at period-end | Amount not derecognition at period-end |
| Bank acceptance bill | 17,404,836.43 | |
| Total | 17,404,836.43 |
(5) Notes transfer to account receivable due for failure implementation by drawer at period-end
Unit: RMB/CNY
| Item | Amount transfer to account receivable at period-end |
Other explanation
(6) Note receivable actually written-off in the period
Unit: RMB/CNY
| Item | Amount written-off |
Including important note receivable that written-off:
Unit: RMB/CNY
| Enterprise | Nature | Amount written-off | Written-off causes | Procedure of written-off | Resulted by related transaction (Y/N) |
Explanation on note receivable written-off:
5. Account receivable
(1) By category
Unit: RMB/CNY
| Category | Ending balance | Opening balance | ||||||||
| Book balance | Bad debt provision | Book value | Book balance | Bad debt provision | Book value | |||||
| Amount | Ratio | Amount | Accrual ratio | Amount | Ratio | Amount | Accrual ratio | |||
| Account receivable with bad debt provision accrual on a single basis | 96,298,242.86 | 28.65% | 95,725,038.89 | 99.40% | 573,203.97 | 95,231,065.86 | 25.05% | 92,862,561.98 | 97.51% | 2,368,503.88 |
| Including: | ||||||||||
| Account receivable with bad debt provision accrual on portfolio | 239,772,846.96 | 71.35% | 3,516,949.98 | 1.47% | 236,255,896.98 | 284,943,025.46 | 74.95% | 4,264,187.72 | 1.50% | 280,678,837.74 |
| Including: | ||||||||||
| Including: portfolio of sales receivable | 142,291,769.29 | 42.34% | 3,516,949.98 | 2.47% | 138,774,819.31 | 143,007,108.06 | 37.62% | 4,264,187.72 | 2.98% | 138,742,920.34 |
| Object-specific portfolio | 97,481,077.67 | 29.01% | 97,481,077.67 | 141,935,917.40 | 37.33% | 141,935,917.40 | ||||
| Total | 336,071,089.82 | 100.00% | 99,241,988.87 | 236,829,100.95 | 380,174,091.32 | 100.00% | 97,126,749.70 | 283,047,341.62 | ||
Bad debt provision accrual on single basis:95,725,038.89 yuan.Unit: RMB/CNY
| Name | Ending balance | |||
| Book balance | Bad debt provision | Accrual ratio | Accrual causes | |
| Guangzhou Jinhe Feed Co., Ltd | 10,455,627.54 | 10,455,627.54 | 100.00% | Extreme low possibility of recovery |
| Shenzhen Faqun Industry Co., Ltd. | 4,582,156.00 | 4,582,156.00 | 100.00% | Extreme low possibility of recovery |
| Li Shaoyu owes for | 2,929,128.53 | 2,929,128.53 | 100.00% | Extreme low possibility of recovery |
| goods | ||||
| Zhuhai Doumen Huabi Feed Co., Ltd. | 2,396,327.14 | 2,396,327.14 | 100.00% | Extreme low possibility of recovery |
| Chongqing Zhongxing Food Industry Co., Ltd. | 2,354,783.30 | 2,354,783.30 | 100.00% | Extreme low possibility of recovery |
| Hengyang Feed Factory | 2,591,566.65 | 2,591,566.65 | 100.00% | Extreme low possibility of recovery |
| Sichuan Zhongxing Food Industry Co., Ltd. | 1,698,103.22 | 1,698,103.22 | 100.00% | Extreme low possibility of recovery |
| Shenzhen Buji Agricultural Products Wholesale Center Market Xingmin Commercial Bank | 1,534,512.45 | 1,534,512.45 | 100.00% | Extreme low possibility of recovery |
| Cao Shengyun | 1,429,745.00 | 1,429,745.00 | 100.00% | Extreme low possibility of recovery |
| Huaxing Feed Factory, Shunde District, Foshan City | 1,290,274.22 | 1,290,274.22 | 100.00% | Extreme low possibility of recovery |
| Shanghai office | 1,059,295.90 | 1,059,295.90 | 100.00% | Extreme low possibility of recovery |
| Shenzhen Dihuan Investment Development Company | 1,045,356.50 | 1,045,356.50 | 100.00% | Extreme low possibility of recovery |
| Other single provision | 62,931,366.41 | 62,358,162.44 | 99.09% | Extreme low possibility of recovery |
| Total | 96,298,242.86 | 95,725,038.89 |
Bad debt provision accrual on portfolio:3,516,949.98
Unit: RMB/CNY
| Name | Ending balance | ||
| Book balance | Bad debt provision | Accrual ratio | |
| Including: Portfolio of sales receivable | 142,291,769.29 | 3,516,949.98 | 2.47% |
| Object-specific portfolio | 97,481,077.67 | ||
| Total | 239,772,846.96 | 3,516,949.98 | |
Explanation on the basis for determining portfolio:
Bad debt provision accrual on portfolio:
Unit: RMB/CNY
| Name | Ending balance | ||
| Book balance | Bad debt provision | Accrual ratio | |
Explanation on the basis for determining portfolio:
If the provision for bad debts of account receivable is made in accordance with the general model of expected credit losses, please referto the disclosure of other account receivables to disclose related information about bad-debt provisions:
□ Applicable ?Not applicable
By account age
Unit: RMB/CNY
| Account age | Ending balance |
| Within one year (including 1-year) | 238,932,228.39 |
| 1-2 years | 1,392,647.25 |
| 2-3 years | 2,237,506.92 |
| Over 3 years | 93,508,707.26 |
| 3-4 years | 405,778.29 |
| 4-5 years | 720,664.43 |
| Over 5 years | 92,382,264.54 |
| Total | 336,071,089.82 |
(2) Bad debt provision accrual, collected or reversal in the period
Bad debt provision accrual in the period:
Unit: RMB/CNY
| Category | Opening balance | Amount changed in the period | Ending balance | |||
| Accrual | Collected or reversal | Written-off | Other | |||
| Bad debt provision accrual on single basis | 92,862,561.98 | 3,744,463.00 | 881,986.09 | 95,725,038.89 | ||
| Sale receivable portfolio | 4,264,187.72 | -135,312.29 | -611,925.45 | 3,516,949.98 | ||
| Total | 97,126,749.70 | 3,609,150.71 | 881,986.09 | -611,925.45 | 99,241,988.87 | |
Including major amount bad debt provision collected or reversed in the period:
Unit: RMB/CNY
| Enterprise | Amount collected or reversal | Collection way |
(3) Account receivable actually written-off in the period
Unit: RMB/CNY
| Item | Amount written-off |
Including major account receivable written-off:
Unit: RMB/CNY
| Enterprise | Nature | Amount written-off | Written-off causes | Procedure of written-off | Resulted by related transaction (Y/N) |
Explanation on account receivable written-off:
(4) Top 5 account receivables at ending balance by arrears party
Unit: RMB/CNY
| Enterprise | Ending balance of accounts receivable | Proportion in total receivables at ending balance | Bad debt preparation ending balance |
| First | 87,139,685.27 | 25.93% | |
| Second | 10,455,627.54 | 3.11% | 10,455,627.54 |
| Third | 8,644,008.16 | 2.57% | 86,440.08 |
| Fourth | 8,512,636.04 | 2.53% | |
| Fifth | 8,050,890.00 | 2.40% | 80,508.90 |
| Total | 122,802,847.01 | 36.54% |
(5) Assets and liabilities formed by account receivable transfer and continuing to be involvedOther explanation:
(6) Account receivable derecognition due to the transfer of financial assets
6. Account receivable financing
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Changes of account receivable financing and change of fair value in the period
□ Applicable ?Not applicable
If the impairment provision of account receivable financing is made in accordance with the general model of expected credit losses,please refer to the disclosure of other account receivables to disclose related information about impairment provision:
□ Applicable ?Not applicable
Other explanation:
7. Accounts paid in advance
(1) By account age
Unit: RMB/CNY
| Account age | Ending balance | Opening balance | ||
| Amount | Ratio | Amount | Ratio | |
| Within one year | 64,831,898.58 | 99.00% | 115,518,972.22 | 99.68% |
| 1-2 years | 361,081.54 | 0.55% | 193,952.41 | 0.17% |
| 2-3 years | 175,520.68 | 0.27% | 46,662.00 | 0.04% |
| Over 3 years | 118,890.08 | 0.18% | 135,187.98 | 0.11% |
| Total | 65,487,390.88 | 115,894,774.61 | ||
Explanation on reasons for not timely settling important account paid in advance with age over one year:
(2) Top 5 accounts paid in advance at ending balance by prepayment object
| Prepaid objects | Ending balance | Proportion in total prepayment balance at the end of period (%) |
| First | 55,204,054.08 | 84.30 |
| Second | 2,912,954.65 | 4.45 |
| Third | 1,002,903.00 | 1.53 |
Fourth
| Fourth | 930,000.00 | 1.42 |
| Fifth | 745,609.92 | 1.14 |
| Total | 60,795,521.65 | 92.84 |
Other explanation:
8. Other account receivable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Other account receivable | 32,910,189.14 | 32,377,838.35 |
| Total | 32,910,189.14 | 32,377,838.35 |
(1) Interest receivable
1) By category
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
2) Significant overdue interest
Unit: RMB/CNY
| Borrower | Ending balance | Overdue time | Overdue causes | Whether impairment occurs and its judgment basis |
Other explanation:
3) Accrual of bad debt provision
□ Applicable ?Not applicable
(2) Dividend receivable
1) By category
Unit: RMB/CNY
| Item (or invested enterprise) | Ending balance | Opening balance |
2) Important dividend receivable with account age over one year
Unit: RMB/CNY
| Item (or invested enterprise) | Ending balance | Account age | Reasons for not collection | Whether impairment occurs and its judgment basis |
3) Accrual of bad debt provision
□ Applicable ?Not applicable
Other explanation:
(3) Other account receivable
1) By nature
Unit: RMB/CNY
| Nature | Ending book balance | Opening book balance |
| Margin and deposit | 14,170,451.49 | 12,323,696.08 |
| Other intercourse funds | 122,723,170.61 | 119,880,221.09 |
| Total | 136,893,622.10 | 132,203,917.17 |
2) Accrual of bad debt provision
Unit: RMB/CNY
| Bad debt provision | Phase I | Phase II | Phase III | Total |
| Expected credit losses over next 12 months | Expected credit losses for the entire duration (without credit impairment occurred) | Expected credit losses for the entire duration (with credit impairment occurred) | ||
| Balance on Jan. 1, 2022 | 3,185,683.43 | 96,640,395.39 | 99,826,078.82 | |
| Balance on Jan. 1, 2022 in the period | ||||
| —— Transfer into Phase III | -990,392.89 | 990,392.89 | ||
| Current accrual | 654,902.59 | 3,506,848.52 | 4,161,751.11 | |
| Other changes | -4,396.97 | -4,396.97 | ||
| Balance on Dec. 31, 2022 | 2,845,796.16 | 101,137,636.80 | 103,983,432.96 |
Change in the book balance of loss provision whose amount changed greatly in the period
□ Applicable ?Not applicable
By account age
Unit: RMB/CNY
| Account age | Ending balance |
| Within one year (including 1 year) | 13,369,415.17 |
| 1-2 years | 15,602,452.42 |
| 2-3 years | 4,109,695.16 |
| Over 3 years | 103,812,059.35 |
| 3-4 years | 1,819,777.03 |
| 4-5 years | 1,778,322.12 |
| Over 5 years | 100,213,960.20 |
| Total | 136,893,622.10 |
3) Bad debt provision accrual, collected or reversal in the period
Bad debt provision accrual in the period:
Unit: RMB/CNY
| Category | Opening balance | Amount changed in the period | Ending balance | |||
| Accrual | Collected or reversal | Written off | Other | |||
| Bad debt provision accrual on single basis | 96,640,395.39 | 3,506,848.52 | 990,392.89 | 101,137,636.80 | ||
| Bad debt provision accrual on portfolio | 3,185,683.43 | 654,902.59 | -994,789.86 | 2,845,796.16 | ||
| Total | 99,826,078.82 | 4,161,751.11 | -4,396.97 | 103,983,432.96 |
Including major amount with bad debt provision reverse or collected in the period:
Unit: RMB/CNY
| Enterprise | Amount reversal or collected | Collection way |
4) Other account receivable actually written-off in the period
Unit: RMB/CNY
| Item | Amount written-off |
Including important other account receivable written-off:
Unit: RMB/CNY
| Enterprise | Nature | Amount written-off | Written-off causes | Procedure of written-off | Resulted by related transaction (Y/N) |
Explanation on other account receivable written-off:
5) Top 5 other receivables at ending balance by arrears party
Unit: RMB/CNY
| Enterprise | Nature | Ending balance | Account age | Ratio in total ending balance of other account receivables | Ending balance of bad debt reserve |
| First | Other intercourse funds | 24,608,742.46 | Within 1 year, over 5 years | 17.98% | 22,187,644.18 |
| Second | Other intercourse funds | 8,326,202.63 | Over 5 years | 6.08% | 8,326,202.63 |
| Third | Other intercourse funds | 8,285,803.57 | Over 5 years | 6.05% | 8,285,803.57 |
| Fourth | Other intercourse funds | 8,257,311.80 | Over 5 years | 6.03% | 8,257,311.80 |
| Fifth | Other intercourse funds | 6,397,067.59 | Over 5 years | 4.67% | 6,397,067.59 |
| Total | 55,875,128.05 | -- | 40.81% | 53,454,029.77 |
6) Other account receivables related to government grants
Unit: RMB/CNY
| Enterprise | Government grants | Ending balance | Ending account age | Time, amount and basis for collection predicted |
7) Other accounts receivable derecognized due to the transfer of financial assets
8) The amount of assets and liabilities formed by transferring other receivables and continuing to beinvolved
Other explanation:
9. Inventory
Does the Company need to comply with the disclosure requirements of the real estate industry?No
(1) By category
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||
| Book balance | Inventories fall provision or contract performance costs impairment provision | Book value | Book balance | Inventories fall provision or contract performance costs impairment provision | Book value | |
| Raw materials | 70,633,688.83 | 13,324,174.78 | 57,309,514.05 | 71,483,882.02 | 14,841,005.00 | 56,642,877.02 |
| Goods in process | 25,496,450.76 | 25,496,450.76 | 23,932,099.23 | 23,932,099.23 | ||
| Finished goods | 3,574,759,554.65 | 80,193,872.72 | 3,494,565,681.93 | 3,463,256,518.48 | 98,441,505.32 | 3,364,815,013.16 |
| Revolving material | 9,977,936.24 | 998,163.23 | 8,979,773.01 | 9,964,103.51 | 966,891.96 | 8,997,211.55 |
| Goods in transit | 11,981,893.90 | 11,981,893.90 | 5,362,274.64 | 5,362,274.64 | ||
| Work in process-outsourced | 5,999,159.19 | 5,290,502.32 | 708,656.87 | 6,159,701.53 | 5,290,502.32 | 869,199.21 |
| Total | 3,698,848,683.57 | 99,806,713.05 | 3,599,041,970.52 | 3,580,158,579.41 | 119,539,904.60 | 3,460,618,674.81 |
(2) Inventories fall provision or provision for impairment of contract performance costs
Unit: RMB/CNY
| Item | Opening balance | Current amount increased | Current amount decreased | Ending balance | ||
| Accrual | Other | Reversal or write-off | Other | |||
| Raw materials | 14,841,005.00 | -1,014,293.62 | 502,536.60 | 13,324,174.78 | ||
| Finished goods | 98,441,505.32 | 139,012,269.92 | 157,259,902.52 | 80,193,872.72 | ||
| Revolving material | 966,891.96 | 31,271.27 | 998,163.23 | |||
| Work in process-outsourced | 5,290,502.32 | 5,290,502.32 | ||||
| Total | 119,539,904.60 | 138,029,247.57 | 157,762,439.12 | 99,806,713.05 |
(3) Explanation on inventories with capitalization of borrowing costs included at ending balance
(4) Assets unsettled formed by construction contract which has completed at period-end
10. Contract assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||
| Book balance | Impairment provision | Book value | Book balance | Impairment provision | Book value | |
| Total | 0.00 | 0.00 | ||||
Amount and reasons for the major changes of book value of contract assets in the period:
Unit: RMB/CNY
| Item | Amount changed | Cause of change |
If the bad debt provision of accrual contract is made in accordance with the general model of expected credit losses, please refer to thedisclosure of other account receivables to disclose related information about bad debt provision:
□ Applicable ?Not applicable
Impairment provision of contract assets in the period
Unit: RMB/CNY
| Item | Current accrual | Current reversal | Charge off/Written-off | Causes |
Other explanation:
11. Assets held for sale
Unit: RMB/CNY
| Item | Ending book balance | Impairment provision | Ending book value | Fair value | Estimated disposal cost | Estimated disposal time |
Other explanation:
12. Non-current asset due within one year
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Important creditors’ investment/ other creditors’ investment
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||||
| Face value | Coupon rate | Actual rate | Maturity date | Face value | Coupon rate | Actual rate | Maturity date | |
Other explanation:
13. Other current assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Financing product | 10,000,000.00 | |
| Prepayment of taxes | 1,152,463.71 | 1,403,832.26 |
| Input tax to be deducted | 31,248,541.96 | 77,054,152.64 |
| Other | 196,415.59 | |
| Total | 32,597,421.26 | 88,457,984.90 |
Other explanation:
14. Creditors’ investment
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||
| Book balance | Impairment provision | Book value | Book balance | Impairment provision | Book value | |
Important creditors’ investment
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||||
| Face value | Coupon rate | Actual rate | Maturity date | Face value | Coupon rate | Actual rate | Maturity date | |
Accrual of impairment provision
Unit: RMB/CNY
| Bad debt provision | Phase I | Phase II | Phase III | Total |
| Expected credit losses over next 12 months | Expected credit losses for the entire duration (without credit impairment occurred) | Expected credit losses for the entire duration (with credit impairment occurred) | ||
| Balance on Jan. 1, 2022 in the period | —— | —— | —— | —— |
Change of book balance of loss provision with amount has major changes in the period
□ Applicable ?Not applicable
Other explanation:
15. Other creditors’ investment
Unit: RMB/CNY
| Item | Opening balance | Accrual interest | Change of fair value in the period | Ending balance | Cost | Accumulated change of fair value | Loss impairment accumulated recognized in other comprehensive income | Note |
Important other creditors’ investment
Unit: RMB/CNY
| Other creditor item | Ending balance | Opening balance | ||||||
| Face value | Coupon rate | Actual rate | Maturity date | Face value | Coupon rate | Actual rate | Maturity date | |
Accrual of impairment provision
Unit: RMB/CNY
| Bad debt provision | Phase I | Phase II | Phase III | Total |
| Expected credit losses over next 12 months | Expected credit losses for the entire duration (without credit impairment occurred) | Expected credit losses for the entire duration (with credit impairment occurred) | ||
| Balance on Jan. 1, 2022 in the period | —— | —— | —— | —— |
Change in book balance of loss provision whose amount changed greatly in the period
□ Applicable ?Not applicable
Other explanation:
16. Long-term account receivable
(1) Long-term account receivable
Unit: RMB/CNY
| Item | Ending balance | Opening balance | Discount rate interval | ||||
| Book balance | Bad debt provision | Book value | Book balance | Bad debt provision | Book value | ||
Impairment of bad debt provision
Unit: RMB/CNY
| Bad debt provision | Phase I | Phase II | Phase III | Total |
| Expected credit losses over next 12 months | Expected credit losses for the entire duration (without credit impairment occurred) | Expected credit losses for the entire duration (with credit impairment occurred) | ||
| Balance on Jan. 1, 2022 in the period | —— | —— | —— | —— |
Change in book balance of loss provision whose amount changed greatly in the period
□ Applicable ?Not applicable
(2) Long-term account receivable derecognition due to the transfer of financial assets
(3) Assets and liabilities formed by long-term account receivable transfer and continuing to be involvedOther explanation
17. Long-term equity investment
Unit: RMB/CNY
| The invested entity | Opening balance (book value) | Current changes (+,-) | Ending balance (book value) | Ending balance of impairment provision | |||||||
| Additional investment | Capital reduction | Investment gains recognized under equity | Other comprehensive income adjustment | Other equity change | Cash dividend or profit announced to issued | Accrual of impairment provision | Other | ||||
| I. Joint venture | |||||||||||
| II. Associated enterprise | |||||||||||
| Shenzhen Duoxi Equity Investment Fund Management Co., Ltd. | 2,782,691.30 | -611,899.19 | 2,170,792.11 | ||||||||
| Zhuhai Hengxing Feed Industrial Co., Ltd. | 31,534,652.77 | -1,221,383.40 | -98,523.08 | 30,214,746.29 | |||||||
| Shenliang Intelligent Wulian Equity Investment Fund (Shenzhen) | 28,006,043.15 | -843,554.30 | -279, | 26,883,128.82 | |||||||
| Partnership Enterprise (Limited) | 360.03 | ||||||||||
| Shenzhen Shenyuan Data Tech. Co., Ltd | 11,167,056.27 | 240,811.14 | 11,407,867.41 | ||||||||
| Shenbao Liaoyuan Investment Company | 57,628.53 | ||||||||||
| Shenzhen Shenbao (Xinmin) Foods Co., Ltd. | 2,870,000.00 | ||||||||||
| Changzhou Shenbao Chacang E-business Co., ltd. | |||||||||||
| Shenzhen Shichumingmen Catering Management Co., Ltd. | |||||||||||
| Subtotal | 73,490,443.49 | -2,436,025.75 | -377,883.11 | 70,676,534.63 | 2,927,628.53 | ||||||
| Total | 73,490,443.49 | -2,436,025.75 | -377,883.11 | 70,676,534.63 | 2,927,628.53 |
Other explanation
18. Other equity instrument investment
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Total | 0.00 | 0.00 |
Itemized the non-tradable equity instrument investment in the period
Unit: RMB/CNY
| Item | Dividend income recognized | Cumulative gains | Cumulative losses | Retained earnings transfer from other comprehensive income | Causes of those that designated measured by fair value and with its variation reckoned into other comprehensive income | Cause of retained earnings transfer from other comprehensive income |
Other explanation:
19. Other non-current financial assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Financial assets measured by fair value and whose changes are included in the current profit and loss | 57,500.00 | 57,500.00 |
| Total | 57,500.00 | 57,500.00 |
Other explanation:
20. Investment real estate
(1) Measured by cost
? Applicable □Not applicable
Unit: RMB/CNY
| Item | House and building | Land use right | Construction in progress | Total |
| I. Original book value | ||||
| 1.Opening balance | 583,090,328.15 | 583,090,328.15 | ||
| 2.Current amount increased | ||||
| (1) Outsourcing | ||||
| (2) Inventory\fixed assets\construction in process transfer-in |
| (3) Increased by combination | ||||
| 3.Current amount decreased | ||||
| (1) Disposal | ||||
| (2) Other transfer-out | ||||
| 4.Ending balance | 583,090,328.15 | 583,090,328.15 | ||
| II. Accumulated depreciation and accumulated amortization | ||||
| 1.Opening balance | 349,993,629.66 | 349,993,629.66 | ||
| 2.Current amount increased | 15,959,236.73 | 15,959,236.73 | ||
| (1) Accrual or amortization | 15,959,236.73 | 15,959,236.73 | ||
| 3.Current amount decreased | ||||
| (1) Disposal | ||||
| (2) Other transfer-out | ||||
| 4.Ending balance | 365,952,866.39 | 365,952,866.39 | ||
| III. Impairment provision | ||||
| 1.Opening balance | ||||
| 2.Current amount increased | ||||
| (1) Accrual | ||||
| 3. Current amount decreased | ||||
| (1) Disposal | ||||
| (2) Other transfer-out | ||||
| 4.Ending balance | ||||
| IV. Book value | ||||
| 1.Ending book value | 217,137,461.76 | 217,137,461.76 | ||
| 2. Opening book value | 233,096,698.49 | 233,096,698.49 |
(2) Measured by fair value
□ Applicable ?Not applicable
(3) Investment real estate without property certificate completed
Unit: RMB/CNY
| Item | Book value | Reasons |
| Real estate | 4,757,264.25 |
Other explanation
21. Fixed assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Fixed assets | 2,138,124,994.69 | 2,124,725,043.92 |
| Fixed assets liquidation | 3,211,544.17 | 3,106,105.27 |
| Total | 2,141,336,538.86 | 2,127,831,149.19 |
(1) Fixed assets
Unit: RMB/CNY
| Item | House and buildings | Machinery equipment | Transport equipment | Electronic and other equipment | Total |
| I. Original book value: | |||||
| 1.Opening balance | 1,865,763,990.05 | 727,276,785.70 | 20,575,716.47 | 93,892,840.29 | 2,707,509,332.51 |
| 2.Current amount increased | 45,409,166.04 | 58,013,325.45 | 13,541.29 | 8,675,516.84 | 112,111,549.62 |
| (1)Purchase | 19,246,699.41 | 13,541.29 | 5,536,242.85 | 24,796,483.55 | |
| (2) Construction in progress transfer-in | 45,409,166.04 | 38,766,626.04 | 3,139,273.99 | 87,315,066.07 |
| (3) Increased by combination | |||||
| 3.Current amount decreased | 1,969,232.80 | 4,309,627.04 | 537,196.49 | 2,969,961.52 | 9,786,017.85 |
| (1) Disposal or scrap | 4,309,627.04 | 537,196.49 | 2,718,545.19 | 7,565,368.72 | |
| Other | 1,969,232.80 | 251,416.33 | 2,220,649.13 | ||
| 4.Ending balance | 1,909,203,923.29 | 780,980,484.11 | 20,052,061.27 | 99,598,395.61 | 2,809,834,864.28 |
| II. Accumulated depreciation | |||||
| 1.Opening balance | 252,952,615.07 | 257,603,342.45 | 15,577,950.37 | 53,827,426.99 | 579,961,334.88 |
| 2.Current amount increased | 44,851,007.87 | 35,687,638.90 | 1,126,836.03 | 11,486,528.82 | 93,152,011.62 |
| (1) Accrual | 44,851,007.87 | 35,687,638.90 | 1,126,836.03 | 11,486,528.82 | 93,152,011.62 |
| 3.Current amount decreased | 1,368,434.57 | 3,520,135.27 | 417,507.24 | 2,734,758.64 | 8,040,835.72 |
| (1) Disposal or scrap | 3,520,135.27 | 417,507.24 | 2,520,702.11 | 6,458,344.62 | |
| Other | 1,368,434.57 | 214,056.53 | 1,582,491.10 | ||
| 4.Ending balance | 296,435,188.37 | 289,770,846.08 | 16,287,279.16 | 62,579,197.17 | 665,072,510.78 |
| III. Impairment provision | |||||
| 1.Opening balance | 2,813,063.84 | 9,889.87 | 2,822,953.71 | ||
| 2.Current amount increased | 4,478,118.30 | 4,478,118.30 | |||
| (1) Accrual | 4,478,118.30 | 4,478,118.30 | |||
| 3.Current amount decreased | 663,713.20 | 663,713.20 | |||
| (1) Disposal or scrap | 663,713.20 | 663,713.20 | |||
| 4.Ending balance | 6,627,468.94 | 9,889.87 | 6,637,358.81 | ||
| IV. Book value |
| 1.Ending book value | 1,612,768,734.92 | 484,582,169.09 | 3,764,782.11 | 37,009,308.57 | 2,138,124,994.69 |
| 2. Opening book value | 1,612,811,374.98 | 466,860,379.41 | 4,997,766.10 | 40,055,523.43 | 2,124,725,043.92 |
(2) Temporarily idle fixed assets
Unit: RMB/CNY
| Item | Original book value | Accumulated depreciation | Impairment provision | Book value | Note |
(3) Fixed assets leased out by operation
Unit: RMB/CNY
| Item | Ending book value |
(4) Fix assets without property certification held
Unit: RMB/CNY
| Item | Book value | Reasons for without the property certification |
| House buildings | 692,448,149.00 | Still under processing |
| House buildings | 84,978,708.24 | Still under processing |
| House buildings | 14,715,770.60 | Remaining issues, ongoing follow-up |
Other explanation
(5) Fixed assets liquidation
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Machinery equipment | 3,211,360.41 | 3,106,105.27 |
| Electronic equipment and others | 183.76 | |
| Total | 3,211,544.17 | 3,106,105.27 |
Other explanation
22. Construction in progress
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Construction in progress | 186,884,912.13 | 207,946,539.97 |
| Total | 186,884,912.13 | 207,946,539.97 |
(1) Construction in progress
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||
| Book balance | Impairment provision | Book value | Book balance | Impairment provision | Book value | |
| Dongguan grain storage and wharf matching project | 127,376,376.09 | 127,376,376.09 | 138,980,117.20 | 138,980,117.20 | ||
| Jiangxia Base Project | 31,317,609.78 | 31,317,609.78 | 27,039,711.44 | 27,039,711.44 | ||
| Installation Project/Phase I Project (Shuangya Mountain) | 11,405,601.69 | 11,405,601.69 | ||||
| Pinghu Grain Depot Phase III Low Temperature Rice Warehouse Expansion and Reconstruction Project-L2 | 8,584,169.91 | 8,584,169.91 | ||||
| Pinghu Grain Depot Phase III Low Temperature Rice Warehouse Expansion and Reconstruction Project-L4 | 7,637,139.21 | 7,637,139.21 | ||||
| Cold chain intelligent system | 3,645,282.94 | 3,645,282.94 | ||||
| CDE storage of Dongguan Food Industrial Park and wharf mating projects | 4,152,832.01 | 4,152,832.01 | 1,953,288.69 | 1,953,288.69 | ||
| Shenyuan data technology smart logistics park management platform project | 2,777,600.00 | 2,777,600.00 | 1,587,200.00 | 1,587,200.00 | ||
| Warehouse No. 6 Smart | 1,175,982.45 | 1,175,982.45 | ||||
| Warehouse Renovation Project | ||||||
| Deep processing of Dongguan Industry and Trading Food | 513,729.78 | 513,729.78 | 824,660.05 | 824,660.05 | ||
| Shenbao Plaza project | 3,842,333.64 | 3,842,333.64 | 3,842,333.64 | 3,842,333.64 | ||
| Small packaging production line | 8,250,772.32 | 8,250,772.32 | ||||
| Shenyuan Data Phase V Digital Construction Software Development Project | ||||||
| Other | 13,399,181.89 | 903,189.74 | 12,495,992.15 | 6,016,576.13 | 903,189.74 | 5,113,386.39 |
| Total | 191,630,435.51 | 4,745,523.38 | 186,884,912.13 | 212,692,063.35 | 4,745,523.38 | 207,946,539.97 |
(2) Changes of major construction in progress
Unit: RMB/CNY
| Item | Budget | Opening balance | Current amount increased | Transfer-in fixed assets | Other decreased in the Period | Ending balance | Proportion of project investment in budget | Progress | Accumulated capitalization of interest | Including: amount of capitalization of interest in Period | Interest capitalization rate in Period | Capital resources |
| Dongguan grain storage and wharf matching project | 1,242,000,000.00 | 138,980,117.20 | 48,338,629.87 | 59,942,370.98 | 127,376,376.09 | 80.66% | 80.66% | 36,218,238.26 | 1,323,304.06 | 3.00% | Financial Institution Loans | |
| CDE storage of Dongguan | 1,087,300,000.00 | 1,953,288.69 | 2,516,844.22 | 317,300.90 | 4,152,832.01 | 98.68% | 98.68% | 86,730,568.74 | Financial Institution Loans |
| Food Industrial Park and wharf mating projects | ||||||||||||
| Total | 2,329,300,000.00 | 140,933,405.89 | 50,855,474.09 | 60,259,671.88 | 0.00 | 131,529,208.10 | 122,948,807.00 | 1,323,304.06 | -- |
(3) Provision for impairment of construction in progress
Unit: RMB/CNY
| Item | Amount accrual in the period | Reasons of accrual |
Other explanation
(4) Engineering material
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||
| Book balance | Impairment provision | Book value | Book balance | Impairment provision | Book value | |
Other explanation:
23. Productive biological asset
(1) Measured at cost
? Applicable □Not applicable
Unit: RMB/CNY
| Item | Plant | Livestock | Forestry | Fisheries | Total |
| I. Original book value | |||||
| 1.Opening balance | 416,771.28 | 416,771.28 | |||
| 2.Current amount increased | |||||
| (1)Outsourcing |
| (2)self-cultivate | |||||
| 3.Current amount decreased | |||||
| (1)Disposal | |||||
| (2)Other | |||||
| 4.Ending balance | 416,771.28 | 416,771.28 | |||
| II. Accumulated depreciation | |||||
| 1.Opening balance | 38,769.48 | 38,769.48 | |||
| 2.Current amount increased | 9,692.40 | 9,692.40 | |||
| (1)Accrual | 9,692.40 | 9,692.40 | |||
| 3.Current amount decreased | |||||
| (1)Disposal | |||||
| (2)Other | |||||
| 4.Ending balance | 48,461.88 | 48,461.88 | |||
| III. Impairment provision | |||||
| 1.Opening balance | |||||
| 2.Current amount increased | |||||
| (1)Accrual | |||||
| 3.Current amount decreased | |||||
| (1)Disposal | |||||
| (2)Other | |||||
| 4.Ending balance | |||||
| IV. Book value |
| 1.Ending book value | 368,309.40 | 368,309.40 | |||
| 2. Opening book value | 378,001.80 | 378,001.80 |
(2) Measured at fair value
□ Applicable ?Not applicable
24. Oil and gas asset
□ Applicable ?Not applicable
25. Right-of-use asset
Unit: RMB/CNY
| Item | House building | Land use rights | Total |
| I. Original book value | |||
| 1.Opening balance | 114,263,346.96 | 1,903,312.71 | 116,166,659.67 |
| 2.Current amount increased | 2,495,073.86 | 2,495,073.86 | |
| New leasing | 2,495,073.86 | 2,495,073.86 | |
| 3.Current amount decreased | 79,643.49 | 79,643.49 | |
| 4.Ending balance | 116,758,420.82 | 1,823,669.22 | 118,582,090.04 |
| II. Accumulated depreciation | |||
| 1.Opening balance | 18,280,071.52 | 237,914.09 | 18,517,985.61 |
| 2.Current amount increased | 21,525,543.86 | 233,722.29 | 21,759,266.15 |
| (1) Accrual | 21,525,543.86 | 233,722.29 | 21,759,266.15 |
| 3.Current amount decreased | |||
| (1) Disposal | |||
| 4.Ending balance | 39,805,615.38 | 471,636.38 | 40,277,251.76 |
| III. Impairment provision |
| 1.Opening balance | |||
| 2.Current amount increased | |||
| (1) Accrual | |||
| 3.Current amount decreased | |||
| (1) Disposal | |||
| 4.Ending balance | |||
| IV. Book value | |||
| 1.Ending book value | 76,952,805.44 | 1,352,032.84 | 78,304,838.28 |
| 2. Opening book value | 95,983,275.44 | 1,665,398.62 | 97,648,674.06 |
Other explanation:
26. Intangible assets
(1) Intangible assets
Unit: RMB/CNY
| Item | Land use right | Patent | Non-patent technology | Trademark rights | Software usage rights | Forest use rights | Other | Shop use rights | Total |
| I. Original book value | |||||||||
| 1.Opening balance | 639,497,282.33 | 47,245,918.89 | 184,073.32 | 54,841,231.99 | 22,859,104.98 | 3,610,487.37 | 21,221,422.64 | 789,459,521.52 | |
| 2.Current amount increased | 3,714,520.22 | 11,242,620.29 | 14,957,140.51 | ||||||
| (1) Purchase | 5,735,498.24 | 5,735,498.24 | |||||||
| (2)Internal R&D | |||||||||
| (3) Increased by |
| combination | |||||||||
| Construction in progress transferred-in | 3,714,520.22 | 5,507,122.05 | 9,221,642.27 | ||||||
| 3.Current amount decreased | |||||||||
| (1) Disposal | |||||||||
| 4.Ending balance | 639,497,282.33 | 50,960,439.11 | 184,073.32 | 66,083,852.28 | 22,859,104.98 | 3,610,487.37 | 21,221,422.64 | 804,416,662.03 | |
| II. Accumulated depreciation | |||||||||
| 1.Opening balance | 111,897,160.87 | 29,421,168.19 | 134,532.76 | 15,904,705.80 | 6,944,583.32 | 1,525,322.61 | 7,543,227.73 | 173,370,701.28 | |
| 2.Current amount increased | 15,922,467.36 | 1,284,837.58 | 11,653.07 | 8,069,184.16 | 772,863.05 | 54,002.70 | 3,819,275.86 | 29,934,283.78 | |
| (1) Accrual | 15,922,467.36 | 1,284,837.58 | 11,653.07 | 8,069,184.16 | 772,863.05 | 54,002.70 | 3,819,275.86 | 29,934,283.78 | |
| 3.Current amount decreased | |||||||||
| (1) Disposal | |||||||||
| 4.Ending balance | 127,819,628.23 | 30,706,005.77 | 146,185.83 | 23,973,889.96 | 7,717,446.37 | 1,579,325.31 | 11,362,503.59 | 203,304,985.06 | |
| III. Impairment provision |
| 1.Opening balance | 5,553,283.54 | 1,130,341.88 | 6,683,625.42 | ||||||
| 2.Current amount increased | |||||||||
| (1) Accrual | |||||||||
| 3.Current amount decreased | |||||||||
| (1) Disposal | |||||||||
| 4.Ending balance | 5,553,283.54 | 1,130,341.88 | 6,683,625.42 | ||||||
| IV. Book value | |||||||||
| 1.Ending book value | 511,677,654.10 | 14,701,149.80 | 37,887.49 | 40,979,620.44 | 15,141,658.61 | 2,031,162.06 | 9,858,919.05 | 594,428,051.55 | |
| 2. Opening book value | 527,600,121.46 | 12,271,467.16 | 49,540.56 | 37,806,184.31 | 15,914,521.66 | 2,085,164.76 | 13,678,194.91 | 609,405,194.82 |
Ratio of the intangible assets from internal R&D in balance of intangible assets at period-end
(2) Land use rights without certificate of ownership
Unit: RMB/CNY
| Item | Book value | Reasons for without the property certification |
| Land use rights | 7,849,990.00 | Still in process |
Other explanation:
27. Expense on research and development
Unit: RMB/CNY
| Item | Opening | Current amount increased | Current amount decreased | Ending |
| balance | Internal development expenditure | Other | Confirmed as intangible assets | Transfer to current profit and loss | balance | |||
| Total |
Other explanation
28. Goodwill
(1) Goodwill original book value
Unit: RMB/CNY
| The invested entity or matters forming goodwill | Opening balance | Current increased | Current decreased | Ending balance | ||
| Formed by business combination | Disposal | |||||
| Wuhan Jiacheng Biotechnology Co., Ltd | 1,953,790.56 | 1,953,790.56 | ||||
| Yunnan Pu’er Tea Trading Center Co., Ltd. | 673,940.32 | 673,940.32 | ||||
| Total | 2,627,730.88 | 2,627,730.88 | ||||
(2) Goodwill impairment provision
Unit: RMB/CNY
| The invested entity or matters forming goodwill | Opening balance | Current increased | Current decreased | Ending balance | ||
| Accrual | Dispose | |||||
| Wuhan Jiacheng Biotechnology Co., Ltd | ||||||
| Yunnan Pu’er Tea Trading Center Co., Ltd. | 673,940.32 | 673,940.32 | ||||
| Total | 673,940.32 | 673,940.32 | ||||
Relevant information about the assets group or portfolio goodwill included
In May 2016, Ju Fang Yong Holdings, a sub-subsidiary of the Company, acquired 15.00% equity in Pu’er TeaTrading Center held by Yunnan Hengfengxiang Investment Co., Ltd. After the completion of the acquisition, the
Company has control over the Pu’er Tea Trading Center. The difference between the combined cost and the fairvalue of net identifiable assets on the combination date formed goodwill of 673,940.32 yuan. As of December 31,2022, the full provision for impairment had been made.The Company invested in the purchase of 51.00% equity in Wuhan Jiacheng in August 2021. After the completionof the purchase, the Company has control over Wuhan Jiacheng. The difference between the combined cost andthe fair value of the net identifiable assets on the combination date formed goodwill of 1,953,790.56 yuan. TheCompany engaged Yinxin Appraisal Co., Ltd. to issue an appraisal report. The appraisal method was to conductimpairment test on the asset portfolio including goodwill, and calculate the recoverable amount of such assetportfolio with the present value of estimated future cash flow of such asset portfolio. After testing, there was noimpairment in the goodwill formed by the company’s acquisition of Wuhan Jiacheng at the end of the period.Instructions for goodwill impairments test process and key parameters (such as the forecast period growth rate, stable period growthrate, profit rate, discount rate, and forecast period when estimating the present value of the future cash flow), and the method ofconfirming the impairment loss of goodwill:
Impact of goodwill impairment testOther explanation
29. Long-term expenses to be apportioned
Unit: RMB/CNY
| Item | Opening balance | Current amount increased | Current amortization | Other decreased | Ending balance |
| Improve expenditure for fix assets | 14,283,062.63 | 9,114,462.10 | 5,765,573.05 | 17,631,951.68 | |
| Decoration fee | 9,235,428.02 | 4,227,681.97 | 2,857,309.09 | 2,429.78 | 10,603,371.12 |
| Improve expenditure for investment real estate | 283,138.77 | 38,175.96 | 244,962.81 | ||
| Affiliated project of resident area in Wuyuan Ju Fang Yong | 70,356.31 | 26,383.56 | 43,972.75 | ||
| Other | 4,923,220.72 | 1,127,906.80 | 1,499,135.98 | 4,551,991.54 | |
| Total | 28,795,206.45 | 14,470,050.87 | 10,186,577.64 | 2,429.78 | 33,076,249.90 |
Other explanation
30. Deferred income tax asset /Deferred income tax liabilities
(1) Deferred income tax assets not offset
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||
| Deductible temporary differences | Deferred income tax asset | Deductible temporary differences | Deferred income tax asset | |
| Impairment provision for assets | 61,591,107.94 | 14,415,444.33 | 62,056,367.05 | 15,139,642.20 |
| Unrealized profits in internal transactions | 3,044,122.07 | 456,618.31 | 2,250,127.31 | 337,519.10 |
| Right-of-use asset | 3,305,416.87 | 495,812.53 | 2,383,937.40 | 357,590.61 |
| Credit impairment loss | 101,461,154.87 | 24,872,591.18 | 99,371,735.40 | 24,694,673.56 |
| Total | 169,401,801.75 | 40,240,466.35 | 166,062,167.16 | 40,529,425.47 |
(2) Deferred income tax liability not offset
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||
| Taxable temporary differences | Deferred income tax liabilities | Taxable temporary differences | Deferred income tax liabilities | |
| Asset evaluation increment of enterprise combine under different control | 59,019,394.01 | 13,381,949.47 | 61,157,763.69 | 13,868,191.82 |
| Total | 59,019,394.01 | 13,381,949.47 | 61,157,763.69 | 13,868,191.82 |
(3) Deferred income tax assets and deferred income tax liabilities listed after off-set
Unit: RMB/CNY
| Item | Trade-off between the deferred income tax assets and liabilities | Ending balance of deferred income tax assets or liabilities after off-set | Trade-off between the deferred income tax assets and liabilities at period-begin | Opening balance of deferred income tax assets or liabilities after off-set |
| Deferred income tax asset | 40,240,466.35 | 40,529,425.47 | ||
| Deferred income tax liabilities | 13,381,949.47 | 13,868,191.82 |
(4) Details of uncertain deferred income tax assets
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Deductible temporary differences | 139,979,872.07 | 155,064,630.67 |
| Deductible loss | 205,772,485.05 | 254,117,581.76 |
| Total | 345,752,357.12 | 409,182,212.43 |
(5) Deductible losses of un-recognized deferred income tax assets expiring in following years
Unit: RMB/CNY
| Year | Ending amount | Opening amount | Note |
| 2022 | 33,523,647.10 | ||
| 2023 | 43,533,321.78 | 51,197,266.16 | |
| 2024 | 26,558,015.85 | 31,190,814.78 | |
| 2025 | 22,735,816.79 | 89,693,860.31 | |
| 2026 | 38,812,670.46 | 48,511,993.41 | |
| 2027 | 74,132,660.17 | ||
| Total | 205,772,485.05 | 254,117,581.76 | -- |
Other explanation:
31. Other non-current asset
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||
| Book balance | Impairment provision | Book value | Book balance | Impairment provision | Book value | |
| Prepaid for equipment | 122,351.00 | 122,351.00 | 1,329,101.00 | 1,329,101.00 | ||
| Prepaid for system | 8,831,064.90 | 8,831,064.90 | 4,602,630.58 | 4,602,630.58 | ||
| Total | 8,953,415.90 | 8,953,415.90 | 5,931,731.58 | 5,931,731.58 | ||
Other explanation:
32. Short-term loans
(1) By category
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Guaranteed Loan | 10,015,277.78 | 1,500,000.00 |
| Loan in credit | 1,182,195,809.59 | 503,266,782.25 |
| Total | 1,192,211,087.37 | 504,766,782.25 |
Explanation on category of short-term loans:
(2) Overdue and unpaid short-term loans
The overdue and unpaid short-term loans was 0.00 yuan at period-end, including follow major amount:
Unit: RMB/CNY
| Borrower | Ending balance | Loan rate | Overdue time | Overdue interest |
Other explanation:
33. Tradable financial liability
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Tradable financial liability | 288,486.18 | |
| Including: | ||
| Including: | ||
| Total | 288,486.18 | 0.00 |
Other explanation:
34. Derivative financial liability
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Total | 0.00 | 0.00 |
Other explanation:
35. Note payable
Unit: RMB/CNY
| Category | Ending balance | Opening balance |
| Total | 0.00 | 0.00 |
Notes expiring at year-end not repaid was 0.00 yuan.
36. Account payable
(1) Account payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Trade accounts payable | 193,989,937.97 | 154,756,781.25 |
| Account payable for engineering | 196,037,079.96 | 271,692,014.89 |
| Other | 122,000.20 | 457,873.57 |
| Total | 390,149,018.13 | 426,906,669.71 |
(2) Major accounts payable with age over one year
Unit: RMB/CNY
| Item | Ending balance | Reasons of outstanding or carry-over |
Other explanation:
37. Accounts received in advance
(1) Accounts received in advance
Unit: RMB/CNY
| Item | Ending balance | Opening balance | |
| Other | 1,355,802.01 | 2,379,891.67 | |
| Total | 1,355,802.01 | 2,379,891.67 | 562,553.20 |
(2) Important account received in advance with account age over one year
Unit: RMB/CNY
| Item | Ending balance | Reasons of outstanding or carry-over |
38. Contractual liabilities
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Sales price | 110,177,908.96 | 182,972,314.85 |
| Total | 110,177,908.96 | 182,972,314.85 |
Amount and reasons for important changes in book value in the period
Unit: RMB/CNY
| Item | Amount changed | Reasons of changes |
39. Wage payable
(1) Wage payable
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
| I. Short-term compensation | 302,581,812.37 | 350,021,242.84 | 328,200,407.88 | 324,402,647.33 |
| II. After-service welfare-defined contribution plans | 17,397,568.50 | 28,486,749.23 | 31,929,133.23 | 13,955,184.50 |
| III. Dismissed welfare | 726,674.60 | 1,598,044.72 | 1,448,044.72 | 876,674.60 |
| Total | 320,706,055.47 | 380,106,036.79 | 361,577,585.83 | 339,234,506.43 |
(2) Short-term compensation
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
| 1. Wage, bonus, allowance and subsidy | 295,270,793.56 | 308,151,725.05 | 287,776,547.07 | 315,645,971.54 |
| 2. Employees’ welfare | 396,756.42 | 13,145,506.23 | 12,744,002.49 | 798,260.16 |
| 3. Social insurance charges | 349,682.30 | 6,408,556.32 | 6,384,908.06 | 373,330.56 |
| Including: medical insurance premium | 314,270.80 | 5,822,925.63 | 5,806,233.24 | 330,963.19 |
| Industrial injury insurance premiums | 6,181.14 | 229,862.11 | 227,613.69 | 8,429.56 |
| Maternity insurance premiums | 29,230.36 | 355,768.58 | 351,061.13 | 33,937.81 |
| 4. Housing public reserve | 16,385,189.68 | 16,334,382.48 | 50,807.20 | |
| 5. Trade union fee and education fee | 6,564,580.09 | 5,930,265.56 | 4,960,567.78 | 7,534,277.87 |
| Total | 302,581,812.37 | 350,021,242.84 | 328,200,407.88 | 324,402,647.33 |
(3) Defined contribution plans
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
| 1. Basic endowment insurance premiums | 17,513,731.56 | 17,163,373.42 | 350,358.14 | |
| 2. Unemployment insurance premiums | 8,702.95 | 201,745.18 | 200,191.41 | 10,256.72 |
| 3. Enterprise annuity | 17,388,865.55 | 10,771,272.49 | 14,565,568.40 | 13,594,569.64 |
| Total | 17,397,568.50 | 28,486,749.23 | 31,929,133.23 | 13,955,184.50 |
Other explanation:
40. Taxes payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| VAT | 4,549,095.77 | 5,394,516.81 |
| Enterprise income tax | 59,136,130.15 | 75,860,781.94 |
| Personal income tax | 3,246,378.11 | 2,264,416.73 |
| Urban maintenance and construction tax | 254,333.53 | 247,110.08 |
| Property tax | 1,333,445.64 | 1,310,817.90 |
| Stamp tax | 1,175,093.10 | 648,290.86 |
| Deed tax | 664,227.84 | 664,227.84 |
| Use tax of land | 190,127.68 | 214,536.03 |
| Educational surtax | 185,644.26 | 203,981.23 |
| Other | 4,908.73 | 4,908.73 |
| Total | 70,739,384.81 | 86,813,588.15 |
Other explanation:
41. Other account payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Dividend payable | 2,933,690.04 | 2,933,690.04 |
| Other account payable | 296,860,258.44 | 373,673,508.95 |
| Total | 299,793,948.48 | 376,607,198.99 |
(1) Interest payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Major overdue interest:
Unit: RMB/CNY
| Borrower | Overdue amount | Overdue causes |
Other explanation:
(2) Dividend payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Common stock dividend | 2,933,690.04 | 2,933,690.04 |
| Total | 2,933,690.04 | 2,933,690.04 |
Other explanation, including important dividend payable which hasn’t been paid over one year, disclose reasons for not paying.
(3) Other account payable
1) By nature
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Engineering quality retention money and fund of tail | 1,360,325.16 | 1,436,175.56 |
| Deposit and margin | 73,717,653.72 | 134,841,365.60 |
| Intercourse funds and other | 212,410,539.40 | 201,486,678.66 |
| Drawing expenses in advance | 9,371,740.16 | 35,909,289.13 |
| Total | 296,860,258.44 | 373,673,508.95 |
2) Significant other account payable with over one year age
Unit: RMB/CNY
| Item | Ending balance | Reasons of outstanding or carry-over |
Other explanationNil
42. Liability held for sale
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Other explanation:
43. Non-current liabilities due within one year
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Long-term loans due within one year | 108,955,105.34 |
| Lease liabilities due within one year | 21,770,690.45 | 19,777,369.82 |
| Total | 21,770,690.45 | 128,732,475.16 |
Other explanation:
44. Other current liabilities
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Payable refund payment | 33,600.00 | |
| VAT payable | 1,078,519.07 | 4,367,576.91 |
| Total | 1,112,119.07 | 4,367,576.91 |
Change of short-term bonds payable:
Unit: RMB/CNY
| Bonds | Face value | Issuance date | Bonds term | Amount issued | Opening balance | Issued in the period | Accrual interest by face value | Premium and discount amortization | Paid in the period | Ending balance | |
| Total | -- | -- | -- |
Other explanation:
45. Long-term loans
(1) By category
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Mortgage + guarantee | 730,521,692.22 | |
| Total | 0.00 | 730,521,692.22 |
Explanation on category of long-term loans:
Other explanation, including interest rate range:
46. Bonds payable
(1) Bonds payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Total | 0.00 | 0.00 |
(2) Changes of bonds payable (not including the other financial instrument of preferred stock andperpetual capital securities that classify as financial liability)
Unit: RMB/CNY
| Bonds | Face value | Issuance date | Bonds term | Amount issued | Opening balance | Issued in the period | Accrual interest by face value | Premium and discount amortization | Paid in the period | Ending balance | |
| Total | -- | ||||||||||
(3) Convertible conditions and time for shares transfer for the convertible bonds
(4) Other financial instruments classified as financial liability
Basic information of the outstanding preferred stock and perpetual capital securities at period-endChanges of outstanding preferred stock and perpetual capital securities at period-end
Unit: RMB/CNY
| Outstanding financial instrument | Period-beginning | Current increased | Current decreased | Period-end | ||||
| Amount | Book value | Amount | Book value | Amount | Book value | Amount | Book value | |
Explanation on the basis for classifying other financial instrument into financial liabilityOther explanation
47. Lease liability
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Lease payments | 88,673,874.53 | 110,058,216.03 |
| Unrecognized financing charges | -6,466,304.42 | -10,107,102.46 |
| Lease liabilities due within one year | -21,770,690.45 | -19,777,369.82 |
| Total | 60,436,879.66 | 80,173,743.75 |
Other explanation
48. Long-term account payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Special account payable | 17,620,572.48 | 17,266,921.98 |
| Total | 17,620,572.48 | 17,266,921.98 |
(1) By nature
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
Other explanation:
(2) Special account payable
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance | Causes |
| Depreciation fund for grain deposits | 16,277,275.98 | 57,081.50 | 5,600.00 | 16,328,757.48 | |
| Shenzhen Hospital Phase III Housing Expropriation Property Rights Exchange | 989,646.00 | 302,169.00 | 1,291,815.00 | ||
| Total | 17,266,921.98 | 359,250.50 | 5,600.00 | 17,620,572.48 |
Other explanation:
49. Long-term wage payable
(1) Long-term wage payable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Total | 0.00 | 0.00 |
(2) Changes of defined benefit plans
Present value of the defined benefit plans:
Unit: RMB/CNY
| Item | Current Period | Last Period |
Scheme assets:
Unit: RMB/CNY
| Item | Current Period | Last Period |
Net liability (assets) of the defined benefit plans
Unit: RMB/CNY
| Item | Current Period | Last Period |
Content of defined benefit plans and relevant risks, impact on future cash flow of the Company as well as times and uncertainty:
Major actuarial assumption and sensitivity analysis:
Other explanation:
50. Accrual liabilities
Unit: RMB/CNY
| Item | Ending balance | Opening balance | Causes |
| External guarantee | 3,500,000.00 | 3,500,000.00 | |
| Total | 3,500,000.00 | 3,500,000.00 | -- |
Other explanation, including relevant important assumptions and estimation:
According to the civil judgment made by the Shenzhen Intermediate People’s Court, in the disputes over loancontract between Changzhou Shenbao Chacang E-business Co.,Ltd. and Shenzhen Agricultural ProductsFinancing Guarantee Co., Ltd., the Company shall assume joint and several liabilities for repayment of the debtsof Changzhou Shenbao Chacang E-business Co., ltd. within the scope of 3.5 million yuan.
51. Deferred income
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance | Causes |
| Government grant | 93,129,536.68 | 6,052,399.41 | 87,077,137.27 | ||
| Total | 93,129,536.68 | 6,052,399.41 | 87,077,137.27 | -- |
Item involved with government grants:
Unit: RMB/CNY
| Liability | Opening balance | New grants in the Period | Amount reckoned in non-operation revenue | Amount reckoned in other income | Cost reduction in the period | Other changes | Ending balance | Assets-related/income related |
| Intelligent management of grain depot based on mobile internet | 266,666.52 | 200,000.04 | 66,666.48 | Assets-related |
| Special funds for intelligent upgrading and transformation of grain warehouse “Grain Safety Project” | 6,287,083.39 | 954,999.96 | 5,332,083.43 | Assets-related | ||||
| Government central financial funds | 6,219,714.58 | 1,511,930.59 | 4,707,783.99 | Assets-related | ||||
| Base of further processing for tea and nature plants | 274,999.96 | 274,999.96 | Assets-related | |||||
| Special fund for the development of strategic emerging industries in Shenzhen | 2,485,265.75 | 351,209.04 | 2,134,056.71 | Assets-related | ||||
| Industrialization of instant tea powder | 1,494,799.03 | 196,445.88 | 1,298,353.15 | Assets-related | ||||
| Subsidies for industrial technological advancement to the enterprise whose technology center is a municipal R&D center | 1,375,227.49 | 204,024.48 | 1,171,203.01 | Assets-related | ||||
| Grant for key technology research and industrialization of instant tea powder | 110,276.21 | 14,244.96 | 96,031.25 | Assets-related | ||||
| Construction amount for 50 tons for clearly processing for famous tea | 124,999.90 | 124,999.90 | Assets-related | |||||
| Subsidy for supply system construction of | 150,000.00 | 150,000.00 | Assets-related |
| agricultural products | ||||||||
| Construction of O2O community sales service system for high quality grain and oil based on B2C E-commerce platform | 1,679,875.08 | 34,547.06 | 1,645,328.02 | Assets-related | ||||
| Industrialization of Doximi E-commerce platform | 241,860.58 | 241,860.58 | Assets-related | |||||
| Grain storage project of Dongguan Shenliang Logistics Co., Ltd. - Storage A | 7,455,646.47 | 262,257.12 | 7,193,389.35 | Assets-related | ||||
| Phase II of grain storage project of Dongguan Shenliang Logistics Co., Ltd.- Storage B | 29,874,797.96 | 1,031,300.52 | 28,843,497.44 | Assets-related | ||||
| Grain, oil and food headquarters and innovative public service platform of Dongguan Shenliang Logistics Co., Ltd. | 18,000,000.00 | 18,000,000.00 | Assets-related | |||||
| Construction of 450,000 ton silos and 60,000 ton film silos -CDE warehouse. Gas storage bin | 17,088,323.76 | 499,579.32 | 16,588,744.44 | Assets-related |
Other explanation:
52. Other non-current liabilities
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Total | 0.00 | 0.00 |
Other explanation:
53. Share capital
Unit: RMB/CNY
| Opening balance | Increased (decreased) in this year +,- | Ending balance | |||||
| New shares issued | Bonus shares | Shares converted from public reserve | Other | Subtotal | |||
| Total shares | 1,152,535,254.00 | 1,152,535,254.00 | |||||
Other explanation:
54. Other equity instrument
(1) Basic information of the outstanding preferred stock and perpetual capital securities at period-end
(2) Changes of outstanding preferred stock and perpetual capital securities at period-end
Unit: RMB/CNY
| Outstanding financial instrument | Period-beginning | Current increased | Current decreased | Period-end | ||||
| Quantity | Book value | Quantity | Book value | Quantity | Book value | Quantity | Book value | |
| Total | 0.00 | 0.00 | ||||||
Explanation on changes in other equity instrument, reasons for changes and relevant accounting treatment basis:
Other explanation:
55. Capital reserve
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
| Capital premium (Share capital premium) | 1,250,743,274.79 | 1,250,743,274.79 | ||
| Other capital reserve | 8,896,381.86 | 8,896,381.86 | ||
| Total | 1,259,639,656.65 | 1,259,639,656.65 |
Other instructions, including changes in the current period, reasons for changes:
56. Treasury stock
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
| Total | 0.00 | 0.00 |
Other explanation, including changes and reason for changes:
57. Other comprehensive income
Unit: RMB/CNY
| Item | Opening balance | Current Period | Ending balance | |||||
| Account before income tax in the period | Less: written in other comprehensive income in previous period and carried forward to gains and losses in current period | Less: written in other comprehensive income in previous period and carried forward to retained earnings in current period | Less : income tax expense | Attributable to parent company after tax | Attributable to minority shareholders after tax | |||
| Total of other comprehensive income | 0.00 | 0.00 | ||||||
Other explanation, including the active part of the hedging gains/losses of cash flow transfer to initial reorganization adjustment forthe arbitraged items:
58. Reasonable reserve
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
| Work safety fee | 1,748,440.14 | 1,528,138.44 | 220,301.70 | |
| Total | 0.00 | 1,748,440.14 | 1,528,138.44 | 220,301.70 |
Other explanation, including changes in current period and reason for changes:
59. Surplus public reserve
Unit: RMB/CNY
| Item | Opening balance | Current increased | Current decreased | Ending balance |
| Statutory surplus reserves | 405,575,490.42 | 34,048,674.25 | 439,624,164.67 | |
| Total | 405,575,490.42 | 34,048,674.25 | 439,624,164.67 |
Other explanation, including changes in current period and reasons for changes:
60. Retained profit
Unit: RMB/CNY
| Item | Current period | Last period |
| Retained profit at the end of the previous year before adjustment | 1,812,541,701.27 | 1,637,536,441.03 |
| Retained profit at the beginning of the year after adjustment | 1,812,541,701.27 | 1,637,536,441.03 |
| Add: net profit attributable to shareholder of parent company | 420,594,871.27 | 428,720,226.09 |
| Less: withdrawal of legal surplus reserve | 34,048,674.25 | 23,207,915.05 |
| Common stock dividends payable | 288,133,813.50 | 230,507,050.80 |
| Retained profit at period-end | 1,910,954,084.79 | 1,812,541,701.27 |
Details about adjusting the retained profits at the beginning of the period:
1) Due to the retroactive adjustments to Accounting Standards for Business Enterprises and its relevant new regulations, the retainedprofit at the beginning of the period was affected by 0.00 yuan.
2) Due to changes in accounting policies, the retained profit at the beginning of the period was affected by 0.00 yuan.
3) Due to major accounting error correction, the retained profit at the beginning of the period was affected by 0.00 yuan
4) Due to changes in merge scope caused by the same control, the retained profits at the beginning of the period was affected by 0.00yuan.
5) Due to other adjustments, the retained profits at the beginning of the period was affected by 0.00 yuan.
61. Operating income and operating cost
Unit: RMB/CNY
| Item | Current period | Last period | ||
| Income | Cost | Income | Cost | |
| Main business | 8,310,797,045.00 | 7,169,707,326.38 | 10,131,502,397.87 | 8,852,377,867.94 |
| Other business | 1,926,013.19 | 3,151,108.47 | 8,061,312.24 | 6,907,441.49 |
| Total | 8,312,723,058.19 | 7,172,858,434.85 | 10,139,563,710.11 | 8,859,285,309.43 |
Is the lower of the audited net profit before and after deduction of non-recurring gains and losses is negative?
□Yes ?No
Information relating to revenue:
Unit: RMB/CNY
| Category | Branch 1 | Branch 2 | Total | |
| Product types | ||||
| Including: | ||||
| Classification by business area | ||||
| Including: | ||||
| Market or customer type | ||||
| Including: | ||||
| Contract types | ||||
| Including: | ||||
| Classification by time of goods transfer | ||||
| Including: | ||||
| Classification by contract duration | ||||
| Including: | ||||
| Classification by sales channel | ||||
| Including: | ||||
| Total |
Information relating to performance obligations:
NilInformation related to the transaction price apportioned to the remaining performance obligations:
The amount of income corresponding to the performance obligations that have been signed at the end of this reporting period buthave not yet begun or have not been completed is 110,177,908.96 yuan, among them, 110,177,908.96 yuan of revenue is expected tobe recognized in one year.Other explanation
62. Tax and surcharges
Unit: RMB/CNY
| Item | Current period | Last period |
| Consumption tax | 1,881,093.08 | 1,211,971.88 |
| Urban maintenance and construction tax | 983,830.68 | 948,922.05 |
| Property tax | 9,907,629.09 | 9,323,401.45 |
| Use tax of land | 2,237,912.97 | 2,211,825.47 |
| Vehicle and vessel use tax | 25,735.60 | 13,661.76 |
| Stamp duty | 2,871,200.49 | 2,926,117.62 |
| Other | 29,074.09 | 73,180.88 |
| Total | 17,936,476.00 | 16,709,081.11 |
Other explanation:
63. Sales expenses
Unit: RMB/CNY
| Item | Current period | Last period |
| Labor and social security benefits | 105,464,733.79 | 94,568,349.97 |
| Depreciation and amortization of long-term assets | 13,019,789.92 | 31,076,514.02 |
| Utilities and office expenses | 10,615,703.94 | 8,357,718.26 |
| After-sale services | 8,920,055.76 | 5,522,682.72 |
| Warehousing, loading and unloading fees | 8,426,439.83 | 33,509,528.43 |
| Equivalent loss for low value perishable goods | 6,199,952.31 | 11,129,938.10 |
| Port terminal fee | 4,914,370.42 | 44,060,197.04 |
| Travel expenses | 1,371,204.88 | 2,154,287.30 |
| Business hospitality expenses | 1,364,065.19 | 1,685,748.60 |
| Advertisement charge | 1,158,015.36 | 2,164,753.84 |
| Rental fee | 1,113,437.27 | 5,099,681.66 |
| Property insurance premium | 770,044.57 | 978,519.97 |
| Logistics transportation fee | 587,885.79 | 666,951.32 |
| Sales commission | 328,322.18 | 556,125.11 |
| Automobile expenses | 268,962.67 | 466,576.87 |
| Other | 11,237,632.82 | 8,218,900.46 |
| Total | 175,760,616.70 | 250,216,473.67 |
Other explanation:
64. Administration expenses
Unit: RMB/CNY
| Item | Current period | Last period |
| Labor and social security benefits | 199,977,753.70 | 229,304,676.04 |
| Depreciation and amortization of long-term assets | 42,215,859.45 | 38,977,012.47 |
| Office expenses | 10,899,484.39 | 9,301,150.76 |
| Intermediary agency fee | 5,321,856.45 | 6,175,091.19 |
| Communication fee | 1,656,208.69 | 1,443,744.11 |
| Vehicle usage fee | 1,194,282.41 | 1,269,178.88 |
| Travel expenses | 1,153,576.40 | 1,580,964.19 |
| Business hospitality | 654,449.12 | 1,381,214.23 |
| Relocation and shutdown costs | 535,740.91 | 1,018,858.86 |
| Repair cost | 310,474.85 | 496,196.40 |
| Low-value consumables | 74,796.32 | 110,748.00 |
| Rental | 88,776.37 | 2,339,027.66 |
| Other | 16,474,381.06 | 7,337,722.55 |
| Total | 280,557,640.12 | 300,735,585.34 |
Other explanation:
65. R&D expenses
Unit: RMB/CNY
| Item | Current period | Last period |
| Labor and social security benefits | 12,682,987.40 | 12,072,003.58 |
| Depreciation cost | 2,581,188.36 | 3,817,723.52 |
| Office expenses | 92,438.24 | 108,480.49 |
| Maintenance and inspection fee | 673,414.26 | 496,210.10 |
| Travel expenses | 365,098.43 | 835,159.10 |
| Materials consumption | 97,815.85 | 1,230,299.67 |
| Intermediary fees | 113,250.95 | 65,949.62 |
| Automobile expenses | 26,429.50 | 38,651.46 |
| Other | 1,916,430.05 | 2,025,016.59 |
| Total | 18,549,053.04 | 20,689,494.13 |
Other explanation:
66. Financial expenses
Unit: RMB/CNY
| Item | Current period | Last period |
| Interest expenses | 52,421,870.87 | 57,185,980.70 |
| Including: interest expenses of lease liability | 3,791,745.45 | 4,186,156.64 |
| Less: Interest income | 895,316.44 | 2,369,604.37 |
| Exchange gains or loss | -971,444.48 | 264,807.96 |
| Handling fee | 801,938.60 | 1,287,402.39 |
| Total | 51,357,048.55 | 56,368,586.68 |
Other explanation:
67. Other income
Unit: RMB/CNY
| Sources | Current Period | Last Period |
| Government grant | 8,775,672.58 | 15,739,392.31 |
| Input tax deduction | 723,361.58 | |
| Handling fees for withholding personal income tax | 296,808.43 | |
| Direct reduction of value-added tax | 37,024.53 | |
| Other | 6,917.25 | |
| Total | 9,839,784.37 | 15,739,392.31 |
68. Investment income
Unit: RMB/CNY
| Item | Current period | Last period |
| Long-term equity investment income measured by equity | -2,813,908.86 | 275,295.65 |
| Investment income from disposal of long-term equity investment | -3,412,304.80 | |
| Other | 8,455,442.20 | 4,014,308.85 |
| Total | 2,229,228.54 | 4,289,604.50 |
Other explanation:
69. Net exposure hedge gains
Unit: RMB/CNY
| Item | Current period | Last period |
| Total | 0.00 | 0.00 |
Other explanation:
70. Income of fair value changes
Unit: RMB/CNY
| Sources | Current Period | Last Period |
| Tradable financial assets | 307,033.09 | 299,292.76 |
| Tradable financial liabilities | -288,486.18 | |
| Total | 18,546.91 | 299,292.76 |
Other explanation:
71. Credit impairment loss
Unit: RMB/CNY
| Item | Current period | Last period |
| Loss of bad debt of other account receivable | -1,572,712.37 | -836,446.94 |
| Loss of bad debt of account receivable | 215,868.78 | 2,991,334.49 |
| Total | -1,356,843.59 | 2,154,887.55 |
Other explanation:
72. Assets impairment loss
Unit: RMB/CNY
| Item | Current period | Last period |
| II. Inventory price drop loss and contract performance cost impairment loss | -138,029,247.57 | -184,486,526.84 |
| V. Impairment losses on fixed assets | -4,478,118.30 | |
| Total | -142,507,365.87 | -184,486,526.84 |
Other explanation:
73. Income from assets disposal
Unit: RMB/CNY
| Sources | Current Period | Last Period |
| Profit and loss on disposal of non-current assets | -25,417.69 | 29,437,150.82 |
74. Non-operating income
Unit: RMB/CNY
| Item | Current period | Last period | Amount included in the current non-recurring profit and loss |
| Government grants | 132,228.97 | ||
| Liquidated damages compensation income | 5,636,491.91 | 1,028,555.00 | 5,636,491.91 |
| Government demolition compensation | 1,100,000.00 | 11,277,891.00 | 1,100,000.00 |
| Profit from inventory surplus | 27,924.91 | 27,924.91 | |
| Other | 1,230,595.15 | 2,201,990.56 | 1,230,595.15 |
| Total | 7,995,011.97 | 14,640,665.53 | 7,995,011.97 |
Government grants reckoned into current gains/losses:
Unit: RMB/CNY
| Grants | Issuing subject | Issuing cause | Property type | Whether the impact of subsidies on the current profit and loss | Whether special subsidies | Amount of this period | Amount of last period | Assets related/Income related |
Other explanation:
75. Non-operating expenditure
Unit: RMB/CNY
| Item | Current period | Last period | Amount included in the current non-recurring profit and loss |
| External donations | 4,777.87 | 151,077.90 | 4,777.87 |
| Penalty expenses (and liquidated damages) | 39,883.09 | 65,275.00 | 39,883.09 |
| Inventory loss | 40,474.63 | 40,474.63 | |
| Loss of scrap from non-current assets | 33,127.57 | 85,970.25 | 33,127.57 |
| Compensation | 503,125.60 | 126,800.00 | 503,125.60 |
| Other | 364,482.72 | 1,076,240.78 | 364,482.72 |
| Total | 985,871.48 | 1,505,363.93 | 985,871.48 |
Other explanation:
76. Income tax expense
(1) Income tax expense
Unit: RMB/CNY
| Item | Current period | Last period |
| Current income tax expenses | 52,809,277.10 | 79,091,857.01 |
| Deferred income tax expenses | -197,283.23 | 725,783.61 |
| Total | 52,611,993.87 | 79,817,640.62 |
(2) Adjustment process of accounting profit and income tax expenses
Unit: RMB/CNY
| Item | Current Period |
| Total profit | 470,910,862.09 |
| Income tax expenses calculated by statutory/applicable tax rate | 117,727,715.52 |
| Impact from different tax rate applicable with subsidiaries | -1,219,801.13 |
| Effect of adjusting income tax in the previous period | -12,734,280.11 |
| Impact of non taxable income | -268,850,659.48 |
| Impact of cost, expenses and losses unable to be deducted | 202,448,410.38 |
| Impact of the use of a previously unrecognized deferred income tax asset on deductible losses | -6,065,543.95 |
| Impact of unrecognized deferred income tax assets in current period on deductible temporary differences or deductible losses | 23,742,099.61 |
| Other | -2,435,946.97 |
| Income tax expenses | 52,611,993.87 |
Other explanation
77. Other comprehensive income
For more details, refer to notes.
78. Items of cash flow statement
(1) Cash received with other operating activities concerned
Unit: RMB/CNY
| Item | Current period | Last period |
| Intercourse funds and deposit | 384,721,628.52 | 468,799,201.24 |
| Government grants | 2,723,273.17 | 8,291,119.64 |
| Interest income | 895,316.44 | 2,369,604.37 |
| Other | 11,785,691.59 | |
| Total | 400,125,909.72 | 479,459,925.25 |
Note of cash paid with other operating activities concerned:
(2) Cash paid with other operating activities concerned
Unit: RMB/CNY
| Item | Current period | Last period |
| Intercourse funds and deposit | 421,829,887.01 | 491,065,095.21 |
| Operating daily expenses | 97,426,875.34 | 143,556,540.75 |
| Other | 795,248.00 | |
| Total | 520,052,010.35 | 634,621,635.96 |
Note of cash paid with other operating activities concerned:
(3) Cash received with other investment activities concerned
Unit: RMB/CNY
| Item | Current period | Last period |
| Total | 0.00 | 0.00 |
Note of cash received with other investment activities concerned:
(4) Cash paid related with investment activities
Unit: RMB/CNY
| Item | Current period | Last period |
| Loss of control of subsidiaries | 404.68 | |
| Total | 404.68 | 0.00 |
Note of cash paid related with investment activities:
(5) Cash received with other financing activities concerned
Unit: RMB/CNY
| Item | Current period | Last period |
| Total | 0.00 | 0.00 |
Note of cash received with other financing activities concerned:
(6) Other cash paid related with financing activities
Unit: RMB/CNY
| Item | Current period | Last period |
| Operating lease rent paid | 24,121,307.93 | 20,527,342.78 |
| Other | 363,846.74 | |
| Total | 24,485,154.67 | 20,527,342.78 |
Note of other cash paid related with financing activities:
79. Supplementary information to statement of cash flow
(1) Supplementary information to statement of cash flow
Unit: RMB/CNY
| Supplementary information | Current period | Last period |
| 1. Net profit adjusted to cash flow of operation activities: | -- | -- |
| Net profit | 418,298,868.22 | 436,310,641.83 |
| Add: Impairment provision for assets | 143,864,209.46 | 182,331,639.29 |
| Depreciation of fixed assets, consumption of oil assets and depreciation of productive biology assets | 109,120,940.75 | 91,236,937.27 |
| Depreciation of right-of-use assets | 21,759,266.15 | 18,517,985.61 |
| Amortization of intangible assets | 29,934,283.78 | 28,924,251.69 |
| Amortization of long-term pending expenses | 10,186,577.64 | 8,233,329.55 |
| Loss from disposal of fixed assets, intangible assets and other long-term assets (income is listed with “-”) | 25,417.69 | -29,437,150.82 |
| Losses on scrapping of fixed assets (income is listed with “-“) | 33,127.57 | 85,970.25 |
| Loss from change of fair value (income is listed with “-“) | -18,546.91 | -299,292.76 |
| Financial expenses (income is listed with “-”) | 51,450,426.39 | 57,450,788.66 |
| Investment loss (income is listed with “-”) | -2,229,228.54 | -4,289,604.50 |
| Decrease of deferred income tax assets (increase is listed with “-”) | 288,959.12 | 1,043,335.56 |
| Increase of deferred income tax asset( (increase is listed with “-”) | -486,242.35 | -317,551.95 |
| Decrease of inventory (increase is listed with “-”) | -276,452,543.28 | -227,050,518.73 |
| Decrease of operating receivable accounts (increase is listed with “-”) | 136,294,792.53 | -149,494,290.67 |
| Increase of operating payable accounts (decrease is listed with “-”) | -110,181,541.58 | 27,149,559.26 |
| Other | ||
| Net cash flow arising from operating activities | 531,888,766.64 | 440,396,029.54 |
| 2. Material investment and financing not involved in cash flow | ||
| Conversion of debt into capital | ||
| Convertible company bonds due within one year | ||
| Financing lease of fixed assets | ||
| 3. Net change of cash and cash equivalents: | ||
| Ending balance of cash | 53,095,469.26 | 49,370,080.20 |
| Less: beginning balance of cash | 49,370,080.20 | 190,494,225.94 |
| Add: ending balance of cash equivalents | ||
| Less: beginning balance of cash equivalents | ||
| Net increasing of cash and cash equivalents | 3,725,389.06 | -141,124,145.74 |
(2) Net cash paid for obtaining subsidiary in the Period
Unit: RMB/CNY
| Amount |
| Including: | |
| Including | |
| Including: |
Other explanation:
(3) Net cash received by disposing subsidiary in the Period
Unit: RMB/CNY
| Amount | |
| Including: | |
| Minus: Cash and cash equivalents held by the company on the day of loss of control | 404.68 |
| Including: | |
| Including: Hangzhou Ju Fang Yong Trading Co., Ltd. | 404.68 |
| Including: | |
| Net cash received from disposal of subsidiaries | -404.68 |
Other explanation:
(4) Component of cash and cash equivalent
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| I. Cash | 53,095,469.26 | 49,370,080.20 |
| Including: Cash on hand | 69,686.00 | 29,370.19 |
| Bank deposit available for payment at any time | 52,829,469.15 | 49,133,969.39 |
| Other monetary fund available for payment at any time | 196,314.11 | 206,740.62 |
| III. Ending balance of cash and cash equivalent | 53,095,469.26 | 49,370,080.20 |
Other explanation:
80. Notes of changes of owners’ equity
Explain the name and adjusted amount in “Other” items that have been adjusted to the ending balance of the previous year
81. Assets with ownership or use right restricted
Unit: RMB/CNY
| Item | Ending book value | Reasons for restriction |
| Money funds | 1,008,301.74 | Guarantee deposit and credit deposit, etc. |
| Total | 1,008,301.74 | -- |
Other explanation:
82. Foreign currency monetary items
(1) Foreign currency monetary items
Unit: RMB/CNY
| Item | Ending foreign currency balance | Convert rate | Ending RMB balance converted |
| Monetary fund | 1,461,219.72 | ||
| Including: USD | 177,782.42 | 6.9646 | 1,238,183.44 |
| EURO | 5,843.85 | 7.4229 | 43,378.31 |
| HKD | 201,117.17 | 0.8933 | 179,657.97 |
| Account receivable | 4,741,014.36 | ||
| Including: USD | 640,158.59 | 6.9646 | 4,458,448.52 |
| EURO | |||
| HKD | 316,316.85 | 0.8933 | 282,565.84 |
| Long-term loans | |||
| Including: USD | |||
| EURO | |||
| HKD | |||
Other explanation:
(2) Explanation on foreign operational entity, including as for the major foreign operational entity,disclosed main operation place, book-keeping currency and basis for selection; if the book-keepingcurrency is changed, explain reasons
□ Applicable ? Not applicable
83. Hedging
Disclose hedging items and relevant hedging instrument, qualitative and quantitative information for the arbitrage risks on the basisof hedging category:
84. Government grant
(1) Government grant
Unit: RMB/CNY
| Category | Amount | Item | Amount reckoned into current gains/losses |
| Government subsidies related to assets | 87,077,137.27 | Deferred income | 6,052,399.41 |
| Government subsidies related to income | 2,723,273.17 | Other income | 2,723,273.17 |
(2) Return of government grant
□ Applicable ? Not applicable
Other explanation:
85. Other
VIII. Changes in consolidation range
1. Enterprise merger not under the same control
(1) Enterprise merger not under the same control
Unit: RMB/CNY
| Acquiree | Time point for equity obtained | Cost of equity obtained | Ratio of equity obtained | Acquired way Equity obtained way | Purchasing date | Standard to determine the purchasing date | Income of acquiree from purchasing date to period-end | Net profit of acquiree from purchasing date to period-end |
Other explanation:
(2) Combination cost and goodwill
Unit: RMB/CNY
| Consolidation cost | |
| --Cash | |
| --Fair value of non-cash assets | |
| --Fair value of debts issued or assumed | |
| --Fair value of equity securities issued | |
| -- Fair value of contingent consideration | |
| --Fair value of the equity prior to the purchasing date |
| --Other | |
| Total combination cost | |
| Less: shares of fair value of identifiable net assets acquired | |
| Portion of goodwill/merger cost less than the shares of fair value of identifiable net assets acquired |
Explanation of the method for determining the fair value of merger costs, contingent considerations, and their changes:
Main reasons for the formation of large goodwillOther explanation:
(3) Identifiable assets and liabilities on purchasing date under the acquiree
Unit: RMB/CNY
| Fair value on purchasing date | Book value on purchasing date | |
| Assets: | ||
| Monetary funds | ||
| Account receivable | ||
| Inventory | ||
| Fixed assets | ||
| Intangible assets | ||
| Liability: | ||
| Loan | ||
| Account payable | ||
| Deferred tax liabilities | ||
| Net assets | ||
| Less: Minority interests | ||
| Net assets acquired | ||
Determination method for fair value of the identifiable assets and liabilities:
Contingent liabilities assumed by the acquiree in a business merger:
Other explanation:
(4) Gains or losses arising from re-measured by fair value for the equity held before purchasing dateIs there any transaction that achieves business merger through multiple transactions and obtains control during the reporting period?
□Yes ?No
(5) On purchasing date or period-end of the combination, combination consideration or fair value ofidentifiable assets and liability for the acquiree are unable to confirm rationally
(6) Other explanation
2. Business combination under the same control
(1) Business combination under the same control in the Period
Unit: RMB/CNY
| Acquiree | Equity ratio obtained in combination | Basis of combined under the same control | Combination date | Standard to determine the combination date | Income of the combined party from period-begin of combination to the combination date | Net profit of the combined party from period-begin of combination to the combination date | Income of the combined party during the comparison period | Net profit of the combined party during the comparison period |
Other explanation:
(2)Combination cost
Unit: RMB/CNY
| Consolidation cost | |
| --Cash | |
| -- Book value of non-cash assets | |
| -- Book value of debts issued or assumed | |
| -- Face value of equity securities issued | |
| --Contingent consideration |
Explanation on contingent consideration and its changes:
Other explanation:
(3) Book value of the assets and liabilities of the combined party on combination date
Unit: RMB/CNY
| Consolidation date | Ending balance of last period | |
| Assets: |
| Monetary funds | ||
| Account receivable | ||
| Inventory | ||
| Fixed assets | ||
| Intangible assets | ||
| Liability: | ||
| Loan | ||
| Account payable | ||
| Net assets | ||
| Less: Minority interests | ||
| Net assets acquired |
Contingent liability of the combined party assumed by the Company during combination:
Other explanation:
3. Reverse purchase
Basic transaction information, basis of counter purchase, whether making up business due to the assets and liability reserved by listedcompany and basis, determination of combination cost, amount and calculation on adjusted equity by equity transaction:
4. Disposal of subsidiary
Is there any situation where a single disposal of investment in a subsidiary results in loss of control?
□Yes ?No
Is there any situation where investments in subsidiaries are disposed by steps through multiple transactions and control is lost in thecurrent period?
□Yes ?No
5. Other reasons for changes in consolidation range
Consolidation scope changes caused by other reasons (eg, establish new subsidiaries, liquidate subsidiaries, etc.) and the relatedcircumstances:
Dongguan Shenliang Hualian Grain & Oil Trading Co., Ltd newly established in the Period, the Heilongjiang HongxinglongNongken Shenxin Cereals Industrial Park Co., ltd and Shenzhen Shenbao Property Management Co., Ltd were deregister.In this period, Zhenpin Market Operation Technology Co., Ltd. and Shenliang Hongli Grain and Oil (Shenzhen) Co., Ltd. were newlyestablished. The company lost its control on Hangzhou Ju Fang Yong Trading Co., Ltd. as Hangzhou Ju Fang Yong Trading Co., Ltd.was transferred to the designated administrator of the court due to bankruptcy liquidation. Shenzhen Shenbao Technology Center Co.,Ltd. (hereinafter referred to as “Shenbao Technology”) was absorbed and merged by Shenbao Huacheng before being cancelled.
6. Other
IX. Equity in other entities
1. Equity in subsidiaries
(1) Membership of enterprise group
| Subsidiary | Main place of operation | Registration place | Business nature | shareholding ratio ratio | Acquisition way | |
| Directly | Indirectly | |||||
| SZCG | Shenzhen City | Shenzhen City | Grain & oil trading | 100.00% | Combine under the same control | |
| Hualian Grain & Oil | Shenzhen City | Shenzhen City | Grain & oil trading | 100.00% | Combine under the same control | |
| Shenzhen Flour | Shenzhen City | Shenzhen City | Flour processing | 100.00% | Combine under the same control | |
| Shenliang Quality Inspection | Shenzhen City | Shenzhen City | Inspection | 100.00% | Combine under the same control | |
| Hainan Grain and Oil | Haikou City | Haikou City | Feed production | 100.00% | Combine under the same control | |
| Doximi | Shenzhen City | Shenzhen City | E-commerce | 100.00% | Combine under the same control | |
| Big Kitchen | Shenzhen City | Shenzhen City | Sales and processing of grain,oil and relevant products | 70.00% | Combine under the same control | |
| Yingkou Storage | Yingkou City | Yingkou City | Storage | 100.00% | Combine under the same control | |
| Cold Chain Logistic | Shenzhen City | Shenzhen City | On-line operation of fresh food | 100.00% | Combine under the same control | |
| Shenliang Property | Shenzhen City | Shenzhen City | Property development and | 100.00% | Combine under the same control | |
| management | ||||||
| International Food | Dongguan City | Dongguan City | Port operation, food production | 100.00% | Combine under the same control | |
| Dongguan Grain and Oil | Dongguan City | Dongguan City | Food production | 100.00% | Combine under the same control | |
| Dongguan Logistics | Dongguan City | Dongguan City | Storage, logistics | 49.00% | 51.00% | Combine under the same control |
| Shuangyashan | Shuangyashan City | Shuangyashan City | Construction of food base and development of related complementary facilities | 51.00% | Combine under the same control | |
| Shenliang Hongjun | Shenzhen City | Shenzhen City | Catering | 51.00% | Establishment | |
| Dongguan Hualian | Dongguan City | Dongguan City | Grain and oil trade | 100.00% | Establishment | |
| Shenliang Property Management | Shenzhen City | Shenzhen City | Property management | 100.00% | Establishment | |
| Shenbao Huacheng | Shenzhen City | Shenzhen City | Manufacturing | 100.00% | Establishment | |
| Wuyuan Ju Fang Yong | Shangrao City | Shangrao City | Manufacturing | 100.00% | Establishment | |
| Huizhou Shenbao | Huizhou City | Huizhou City | Comprehensive | 100.00% | Establishment | |
| Shenbao Investment | Shenzhen City | Shenzhen City | Investment management | 100.00% | Establishment | |
| Shenbao Tea Culture | Shenzhen City | Shenzhen City | Commercial trade | 100.00% | Establishment | |
| Shenliang Hongli | Shenzhen City | Shenzhen City | Gain and oil wholesale | 100.00% | Establishment | |
| Ju Fang Yong Holding | Hangzhou City | Hangzhou City | Comprehensive | 100.00% | Establishment | |
| Fuhaitang Catering | Hangzhou City | Hangzhou City | Catering industry | 100.00% | Establishment | |
| Fuhaitang | Hangzhou City | Hangzhou City | Tea planting, | 100.00% | Business |
| Ecology Technology | production and sales | combination not under the same control | ||||
| Shenbao Rock Tea | Wuyishan City | Wuyishan City | Manufacturing | 100.00% | Establishment | |
| Pu’er Tea Supply Chain | Pu’er City | Pu’er City | Wholesale business | 100.00% | Establishment | |
| Pu’er Tea Trading Center | Pu’er City | Pu’er City | Service industry | 55.00% | Establishment | |
| Shenliang Food | Huizhou City | Shenzhen City | Manufacturing | 100.00% | Establishment | |
| Huizhou Shenliang Food | Huizhou City | Huizhou City | Wholesale business | 100.00% | Establishment | |
| Zhenpin Market | Shenzhen City | Shenzhen City | Platform construction, promotion, and operation | 51.00% | Establishment | |
| Shenbao Industry & Trade | Huizhou City | Shenzhen City | Wholesale business | 100.00% | Establishment | |
| Wuhan Jiacheng | Wuhan City | Wuhan City | Food production | 51.00% | Combine not under the same control | |
| Hubei Jiacheng | Wuhan City | Wuhan City | Food production | 51.00% | Combine not under the same control | |
| Wuhan Hongqu | Wuhan City | Wuhan City | Food production | 51.00% | Combine not under the same control | |
| Macheng Jingtian | Macheng City | Macheng City | Food production | 51.00% | Combine not under the same control |
Explanation on shareholding ratio ratio in subsidiary different from ratio of voting right:
Explanation on basis for controlling the invested entity with half or below voting rights held and without controlling invested entitybut with over half and over voting rights:
Explanation on the basis for control the important structured entities included in the consolidation scope:
Basis for determining whether the company is an agent or consignor:
Other explanation:
(2) Important non-wholly-owned subsidiary
Unit: RMB/CNY
| Subsidiary | shareholding ratio ratio | Gains/losses | Dividend announced to | Ending equity of |
| of minority shareholders | attributable to minority in the Period | distribute for minority in the Period | minority | |
| Big Kitchen | 30.00% | 379,455.65 | 676,800.00 | 4,030,653.99 |
Explanation on the situation where the shareholding ratio of minority shareholders is different from the voting right ratio of minorityshareholders:
Other explanation:
(3) Main financial information of the important non-wholly-owned subsidiary
Unit: RMB/CNY
| Subsidiary | Ending balance | Opening balance | ||||||||||
| Current assets | Non current assets | Total assets | Current liabilities | Non current liabilities | Total liabilities | Current assets | Non current assets | Total assets | Current liabilities | Non current liabilities | Total liabilities | |
| Big Kitchen | 150,577,065.52 | 4,403,442.68 | 154,980,508.20 | 140,798,611.66 | 746,383.23 | 141,544,994.89 | 159,526,005.38 | 5,490,342.50 | 165,016,347.88 | 149,310,334.72 | 1,279,252.02 | 150,589,586.74 |
Unit: RMB/CNY
| Subsidiary | Current Period | Last Period | ||||||
| Operating revenue | Net profit | Total comprehensive income | Cash flow from operation activity | Operating revenue | Net profit | Total comprehensive income | Cash flow from operation activity | |
| Big Kitchen | 328,783,289.53 | 1,264,852.17 | 1,264,852.17 | 643,989.24 | 323,458,605.38 | 2,039,819.28 | 2,039,819.28 | 358,869.31 |
Other explanation:
(4) Significant restrictions on the use of enterprise group assets and the repayment of debts of theenterprise group
(5) Financial or other support offered to the structured entities included in consolidated financialstatementsOther explanation:
2. Transactions where the share of owner’s equity in a subsidiary changes while the subsidiary is stillcontrolled
(1) Explanation on changes in owner’s equity shares in subsidiary
(2) Impact of such transaction on equity of minority interests and owners’ equity attributable to parentcompany
Unit: RMB/CNY
| Purchase cost/disposal consideration | |
| --Cash | |
| --Fair value of non-cash assets | |
| Purchase cost/total disposal consideration | |
| Less: Subsidiary’s share of net assets calculated based on the proportion of acquired/disposed equity | |
| Difference | |
| Including: Adjust capital reserve | |
| Adjust surplus reserve | |
| Adjust undistributed profit |
Other explanation
3. Equity in joint venture and associated enterprise
(1) Important joint venture or associated enterprise
| Joint venture/Associated enterprise | Main place of operation | Registration place | Business nature | Shareholding ratio | Accounting treatment on investment in joint venture and associated enterprise | |
| Directly | Indirectly | |||||
| Zhuhai Hengxing Feed Industrial Co., Ltd. | Zhuhai | Zhuhai | Aquatic fee and animal fee | 40.00% | Equity method | |
| Shenliang Intelligent Wulian Equity | Shenzhen | Shenzhen | Equity investment; investment | 49.02% | Equity method | |
| Investment Fund (Shenzhen) Partnership Enterprise (Limited) | consultant |
Description on situation where the shareholding ratio in joint ventures or associated enterprises is different from the ratio of votingrights:
Description on the basis for holding less than 20% of voting rights but having significant influence, or holding 20% or more of votingrights but having no significant influence.
(2) Main financial information of important joint venture
Unit: RMB/CNY
| Ending balance/Current period | Opening balance/Last period | |||
| Current assets | ||||
| Including: cash and cash equivalent | ||||
| Non-current assets | ||||
| Total assets | ||||
| Current liabilities | ||||
| Non-current liabilities | ||||
| Total liabilities | ||||
| Minority interests | ||||
| Shareholders’ equity attributable to parent company | ||||
| Share of net assets calculated by shareholding ratio | ||||
| Adjustment items | ||||
| --Goodwill | ||||
| --Unrealized profit of internal trading | ||||
| -- Other | ||||
| Book value of equity investment in joint venture | ||||
| Fair value of the equity | ||||
| investment in joint ventures with public offers concerned | ||||
| Operating income | ||||
| Financial expenses | ||||
| Income tax expenses | ||||
| Net profit | ||||
| Net profit of discontinuing operation | ||||
| Other comprehensive income | ||||
| Total comprehensive income | ||||
| Dividends received from joint venture in the year |
Other explanation
(3) Main financial information of important associated enterprises
Unit: RMB/CNY
| Ending balance/Current period | Opening balance/Last period | |||
| Zhuhai Hengxing Feed Industrial Co., Ltd. | Shenliang Intelligent Wulian Equity Investment Fund (Shenzhen) Partnership Enterprise (Limited) | Zhuhai Hengxing Feed Industrial Co., Ltd. | Shenliang Intelligent Wulian Equity Investment Fund (Shenzhen) Partnership Enterprise (Limited) | |
| Current assets | 156,635,317.42 | 20,190,370.67 | 109,747,137.54 | 20,142,644.00 |
| Non-current assets | 22,985,162.27 | 34,651,129.30 | 26,046,337.28 | 36,989,582.89 |
| Total assets | 179,620,479.69 | 54,841,499.97 | 135,793,474.82 | 57,132,226.89 |
| Current liabilities | 104,136,525.08 | 56,918,240.71 | ||
| Non-current liabilities | 353,858.37 | 445,371.69 | ||
| Total liabilities | 104,490,383.45 | 57,363,612.40 | ||
| Minority interests | ||||
| Equity attributable to shareholder of parent company | 75,130,096.24 | 54,841,499.97 | 78,429,862.42 | 57,132,226.89 |
| Share of net assets measured by | 30,052,038.50 | 26,883,303.29 | 31,371,944.97 | 28,006,217.62 |
| shareholding | ||||
| Adjustment | 162,707.79 | -174.47 | 162,707.80 | -174.47 |
| --Goodwill | ||||
| --Unrealized profit of internal trading | ||||
| -- Other | 162,707.79 | -174.47 | 162,707.80 | -174.47 |
| Book value of equity investment in associated enterprise | 30,214,746.29 | 26,883,128.82 | 31,534,652.77 | 28,006,043.15 |
| Fair value of the equity investment of associated enterprise with public offers concerned | ||||
| Operating income | 648,380,399.95 | 764,877,371.22 | ||
| Net profit | -3,053,458.49 | -1,720,837.01 | -978,023.06 | 3,570,736.78 |
| Net profit of discontinuing operation | ||||
| Other comprehensive income | ||||
| Total comprehensive income | -3,053,458.49 | -1,720,837.01 | -978,023.06 | 3,570,736.78 |
| Dividends received from associated enterprise in the year |
Other explanation
(4) Summary of financial information of unimportant joint venture and associated enterprises
Unit: RMB/CNY
| Ending balance/Current Period | Opening balance/Last Period | |
| Joint venture: | ||
| Amount based on shareholding ratio ratio | ||
| Associated enterprise: | ||
| Total book value of investment | 13,578,659.52 | 13,949,747.57 |
| Total amount calculated in terms of shareholding ratio ratio | ||
| --Net profit | -371,088.05 | -7,692.67 |
| --Total comprehensive income | -371,088.05 | -7,692.67 |
Other explanation
(5) Major limitation on capital transfer ability to the Company from joint venture or associated enterprise
(6) Excess loss occurred in joint venture or associated enterprise
Unit: RMB/CNY
| Joint venture/Associated enterprise | Cumulative un-recognized losses | Un-recognized losses not recognized in the Period (or net profit enjoyed in the Period) | Cumulative un-recognized losses at period-end |
| Changzhou Shenbao Chacang E-business Co., ltd. | 9,515,140.28 | 156,475.89 | 9,671,616.17 |
| Shenzhen Shichumingmen Catering Management Co., Ltd. | 4,815,325.70 | 4,815,325.70 |
Other explanation
(7) Unconfirmed commitment related to joint venture investment
(8) Intangible liabilities related to joint venture or associated enterprise investment
4. Major joint operation
| Name | Main place of operation | Registration place | Business nature | Shareholding ratio/ shares enjoyed | |
| Directly | In-directly | ||||
Explanation on situation where shareholding ratio or shares enjoyed in joint operation is different from voting right ratio in jointoperation:
Explanation on the classification basis of joint operation in case the entity of joint operation is the separate entity:
Other explanation
5. Equity in structured entities not included in the scope of consolidated financial statementsExplanation:
6. Other
X. Risks relating to financial instruments
Our business operation makes the Company exposed to various financial risks, such as credit risk, liquidity riskand market risk (Including exchange rate risk, interest rate risk and other price risk).
The Company disperses the risk of financial instruments through appropriate diversified investment and businessportfolio, and reduces the risk concentrating on a single industry, specific region or specific counterparty byformulating corresponding risk management policies.
1. Credit risk
Credit risk refers to the risk of a financial loss caused by the counter party’s failure to fulfill its contractualobligations.Credit risks of the Company arises mainly from monetary funds, note receivable, account receivable, otherreceivable, debt investments, financial guarantee contracts, the debt instrument investments measured at fair valueand with its variation reckoned in current gain/loss that are not included in the scope of impairment assessmentand derivative financial assets, etc. As of the balance sheet date, the carrying value of the financial assetsrepresented its maximum exposure to credit risk;Monetary funds of the Company are mainly the bank deposits in reputable state-owned banks and other larger andmedium-sized listed banks with high credit ratings, and the company believes that it is not exposed to significantcredit risks and will hardly incur significant losses due to the bank defaults.Furthermore, for bill receivable, account receivables and other account receivables, the Company establishesrelevant policies to control exposure of credit risk. The Company appraises customers’ credit quality based ontheir financial position, possibility to obtain guarantee from third parties, credit history and other factors such asprevailing market conditions, and set corresponding credit terms. Customers’ credit history would be regularlymonitored by the Company. For those customers who have bad credit history, the Company will call collection inwritten form, shorten credit term or cancel credit term to ensure its overall credit risk is under control.As of December 31, 2022, the account receivable from top five clients accounted for 36.54% of the Company’stotal account receivable.The maximum credit risk exposure equals to the carrying value of each financial asset in balance sheet (includingderivative financial instrument). The Company has not provided any guarantee which would otherwise make theCompany exposed to credit risk except for the financial guarantee carried in Note “X. Related party and relatedtransaction”
2. Liquidity risk
Liquidity risk refers to the risk that a company will run short of funds to meet its obligations settled by deliveringcash or other financial assets.It is the Company’s policy to ensure that sufficient cash is available to meet debt obligations as they fall due.Liquidity risk is centrally controlled by the Company’s finance department. By monitoring cash balances, readilyrealizable marketable securities, and rolling forecasts of cash flows for the next 12 months, the finance department
ensures that the company has sufficient funds to service its debts under all reasonable forecasts. In addition, itcontinues to monitor whether borrowing agreement is complied with, and seeks for commitment from majorfinancial institutions for provision of sufficient back-up fund, so as to satisfy capital requirement in a short andlong term.The financial liabilities of the company are presented as undiscounted contract cash flows at maturity as follows:
| Item | Ending balance | |||
| Within one year | 1-3 year | Over three years | Total | |
| Short-term loan | 1,192,211,087.37 | 1,192,211,087.37 | ||
| Tradable financial liabilities | 288,486.18 | 288,486.18 | ||
| Account payable | 390,149,018.13 | 390,149,018.13 | ||
| Other parables | 299,793,948.48 | 299,793,948.48 | ||
| Non-current liability maturing within one year | 21,770,690.45 | 21,770,690.45 | ||
| Lease liability | 44,136,463.26 | 19,937,649.10 | 64,074,112.36 | |
| Subtotal | 1,904,213,230.61 | 44,136,463.26 | 19,937,649.10 | 1,968,287,342.97 |
| Item | Ending balance of last period | |||
| Within one year | 1-3 year | Over three years | Total | |
| Short-term loan | 504,766,782.25 | 504,766,782.25 | ||
| Account payable | 426,906,669.71 | 426,906,669.71 | ||
| Other parables | 376,607,198.99 | 376,607,198.99 | ||
| Non-current liability maturing within one year | 128,732,475.16 | 128,732,475.16 | ||
| Long-term loan | 254,994,058.99 | 475,527,633.23 | 730,521,692.22 | |
| Leasing liability | 47,220,622.42 | 39,287,832.16 | 86,508,454.58 | |
| Subtotal | 1,437,013,126.11 | 302,214,681.41 | 514,815,465.39 | 2,254,043,272.91 |
3. Market risk
The market risk of financial instruments refers to the risk that the fair value or future cash flows of financialinstruments will fluctuate due to changes in market prices, including exchange rate risk, interest rate risk and otherprice risks.
3.1 Interest risk
Interest rate risk refers to the risk that the fair value or future cash flows of financial instruments will fluctuate dueto changes in market interest rates.
Interest-bearing financial instruments with fixed rates and floating rates expose the Company to fair value interestrate risk and cash flow interest rate risk, respectively. The Company determines the ratio of fixed interest rateinstruments to floating interest rate instruments according to the market environment, and maintains anappropriate portfolio of fixed and floating interest rate instruments through regular review and monitoring. Whennecessary, the Company will use interest rate swap instruments to hedge interest rate risk.
3.2 Exchange rate risk
Exchange rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due tothe changes in foreign exchange rates.The Company continuously monitors the foreign currency transactions and the scale of foreign currency assetsand liabilities to minimize foreign exchange risks. In addition, the company may also sign forward foreignexchange contracts or currency swap contracts to avoid exchange rate risks. During the current period and theprevious period, the Company did not sign any forward foreign exchange contracts or currency swap contracts.
3.3 Other price risk
Other price risk refers to the risk that the fair value or future cash flow of financial instruments will fluctuate dueto changes in market prices other than exchange rate risk and interest rate risk.Other price risk of the Company arises mainly from investment in various types of equity instruments and isexposed to the risks of changes in the prices of equity instruments.XI. Disclosure of fair value
1. Ending fair value of the assets and liabilities measured by fair value
Unit: RMB/CNY
| Item | Ending fair value | |||
| First-order | Second-order | Third-order | Total | |
| I. Sustaining measured by fair value | -- | -- | -- | -- |
| (i) Tradable financial assets | 1,228,132.36 | 45,448,520.55 | 46,676,652.91 | |
| 1.Financial assets measured by fair value and with variation reckoned into current gains/losses | 1,228,132.36 | 45,448,520.55 | 46,676,652.91 | |
| (2)Equity instrument investment | 1,228,132.36 | 1,228,132.36 | ||
| (3)Other | 45,448,520.55 | 45,448,520.55 | ||
| (iii) Investment in other equity instruments | 57,500.00 | 57,500.00 | ||
| Total assets continuously measured at fair value | 1,228,132.36 | 45,506,020.55 | 46,734,152.91 | |
| (vi) Tradable financial liabilities | 288,486.18 | 288,486.18 | ||
| Other | 288,486.18 | 288,486.18 | ||
| Total liabilities sustaining measured by fair value | 288,486.18 | 288,486.18 | ||
| II. Non-sustaining measured by fair value | -- | -- | -- | -- |
2. Recognized basis for the market price sustaining and non-persistent measured by fair value onfirst-order
3. Valuation technique and qualitative and quantitative information on major parameters for the fair valuemeasure sustaining and non-persistent on second-order
4. Valuation technique and qualitative and quantitative information on major parameters for the fair valuemeasure sustaining and non-persistent on third-order
5. Adjustment information and sensitivity analysis of unobservable parameters for the fair value measuresustaining and non-persistent on third-order
6. Sustaining items measured by fair value, as for the conversion between at all levels, reasons forconversion and policy for conversion time point
7. Changes of valuation technique in the Period
8. Financial assets and liabilities not measured by fair value
9. Other
XII. Related party and related transactions
1. Parent company
| Parent company | Registration place | Business nature | Registered capital | Ratio of shareholding on the | Ratio of voting right on the Company |
| Company | |||||
| Shenzhen Food Materials Group Co., Ltd | Shenzhen | Investing in industry, development, operation and management of the own property | 5,000 million yuan | 63.79% | 72.02% |
Explanation on parent company of the CompanyThe ultimate controller of the Company is Shenzhen Municipal People’s Government State-owned Assets Supervision &Administration CommissionOther explanation:
2. Subsidiaries of the Company
For more details of subsidiaries of the Company, please refer to “Note IX-Equity in other entities”.
3. Joint venture and associated enterprise of the Company
For more details of important joint venture and associated enterprise of the Company, please refer to “Note VII (17)-Long-termequity investment”.Other joint venture and associated enterprise that have related transaction with the Company in the Period or that have balance withthe Company arising from transaction in last period are described as follows:
| Joint venture/Associated enterprise | Relationship with the enterprise |
Other explanation
4. Other related party
| Other related party | Relationship with the Enterprise |
| Zhanjiang Changshan (Shenzhen) Ecological Aquaculture Co., Ltd | Wholly-owned subsidiary of parent company |
| Shenzhen Agricultural Products Group Co., Ltd | Holding subsidiary of parent company |
| Shenzhen Higreen International Agricultural Products Logistic Management Co., Ltd | Holding subsidiary of parent company |
| Shenzhen Qianhai Nongmai World E-Commerce Co., Ltd | Holding subsidiary of parent company |
| Changsha Mawangdui Agricultural Products Co., Ltd. | Holding subsidiary of parent company |
| Xi’an Moore Agricultural Products Co., Ltd. | Holding subsidiary of parent company |
| Shenzhen Chinese Cabbage Technology Co., Ltd. | Holding subsidiary of parent company |
| Shenzhen Qianhai Agricultural Products Exchange Co., Ltd. | Holding subsidiary of parent company |
| Huizhou Higreen Agricultural Products International Logistics Co., Ltd. | Holding subsidiary of parent company |
| Chengdu Agricultural Products Center Wholesale Market Co., Ltd. | Holding subsidiary of parent company |
| Guangxi Higreen Agricultural Products International Logistics Co., Ltd. | Holding subsidiary of parent company |
| Shenzhen Zhenchu Supply Chain Co., Ltd. | Holding subsidiary of parent company |
| Shenzhen Medical Materials Co., Ltd. | Holding subsidiary of parent company |
| Shenzhen Shennong Land Co., Ltd. | Holding subsidiary of parent company |
| Shenzhen Investment Holdings Co., Ltd. | Former shareholder of the Company, Controlled by the same ultimate controlling party |
| Shenzhen Investment Management Co., Ltd. | Former shareholder of the Company, Controlled by the same ultimate controlling party |
| Zhanjiang Haitian Aquatic Feed Co., Ltd | Subsidiaries of the Company’s shareholders, controlled by the ultimate controlling party |
| Shenzhen Shennong Kitchen Co., Ltd | Subsidiaries of the Company’s shareholders, controlled by the ultimate controlling party |
| Shenzhen Agricultural Products E-commerce Co., Ltd | Subsidiaries of the Company’s shareholders, controlled by the ultimate controlling party |
| Shenzhen Higreen Real Estate Co., Ltd | Subsidiaries of the Company’s shareholders, controlled by the ultimate controlling party |
| Shenzhen Southern Agricultural Products Logistics Co., Ltd | Subsidiaries of the Company’s shareholders, controlled by the ultimate controlling party |
| Shenzhen Agricultural Products Small Loan Co., Ltd | Subsidiaries of the Company’s shareholders, controlled by the ultimate controlling party |
| Shenzhen Shenliang Cold Transport Co., Ltd. | Holding subsidiaries of the Company’s associated enterprise |
| Yao Jicheng | Minority shareholder of controlling subsidiary |
Other explanation
5. Related transaction
(1) Goods purchasing, labor service providing and receiving
Goods purchasing/labor service receiving
Unit: RMB/CNY
| Related party | Related transaction content | Current Period | Approved transaction limit | Whether more than the transaction limit (Y/N) | Last Period |
| Shenzhen Shenliang Cold Transport Co., Ltd. | Warehousing services/Transportati | 1,954,385.49 | 1,954,385.49 | N | 1,931,243.32 |
| on services | |||||
| Shenzhen Shenyuan Data Tech. Co., Ltd | Information software development | 16,158,003.35 | 16,158,003.35 | N | 18,568,969.37 |
| Shenzhen Duoxi Equity Investment Fund Management Co., Ltd. | Cleaning services fee | 22,641.51 | |||
| Shenzhen Municipal People’s Government State-owned Assets Supervision & Administration Commission | Warehousing service | 72,665,398.00 | 72,665,398.00 | N | |
| Shenzhen Shennong Kitchen Co., Ltd | Procurement of goods | 2,306,054.19 | 2,306,054.19 | N | 5,239.90 |
| Shenzhen Food Materials Group Co., Ltd | Management service fee | 142,533.62 | |||
| Shenzhen Zhenchu Supply Chain Co., Ltd. | Procurement of goods | 36,411.30 | 36,411.30 | N | |
| Zhanjiang Changshan (Shenzhen) Ecological Aquaculture Co., Ltd | Management service fee | 360,647.10 |
Goods sold/labor service providing
Unit: RMB/CNY
| Related party | Content of related transaction content | Current period | Last period |
| Guangxi Higreen Agricultural Products International Logistics Co., Ltd. | Grain and oil sales | 39,143.36 | |
| Shenzhen Higreen Real Estate Co., Ltd | Grain and oil sales | 5,061.14 | |
| Shenzhen Qianhai Nongmai World E-Commerce Co., Ltd | Grain and oil sales | 33,175.84 | |
| Shenzhen Duoxi Equity Investment Fund Management Co., Ltd. | Tea sales | 38,534.00 | 4,120.35 |
| Shenzhen Southern Agricultural Products Logistics Co., Ltd | Grain and oil sales | 10,300.88 | |
| Shenzhen Agricultural | Grain and oil sales | 4,120.35 |
| Products Small Loan Co., Ltd | |||
| Shenzhen Shenliang Cold Transport Co., Ltd. | Grain and oil sales, warehousing services and tea sales | 73,053.97 | 245,944.66 |
| Shenzhen Shennong Kitchen Co., Ltd | Grain and oil sales, and tea sales | 1,227,568.04 | 801,338.84 |
| Shenzhen Agricultural Products E-commerce Co., Ltd | Tea sales | 261,147.54 | |
| Shenzhen Investment Holdings Co., Ltd. | Grain and oil sales | 357,798.17 | 10,300.88 |
| Shenzhen Shenyuan Data Tech. Co., Ltd | Grain and oil sales | 56,532.51 | 30,697.17 |
| Shenzhen Agricultural Products Group Co., Ltd | Tea sales and grain oil sales | 43,610.35 | 36,654.85 |
| Shenzhen Food Materials Group Co., Ltd | Grain and oil sales, asset management, tea sales | 3,429,685.58 | 1,248,334.58 |
| Zhanjiang Changshan (Shenzhen) Ecological Aquaculture Co., Ltd | Property management service | 183,595.18 | |
| Chengdu Agricultural Products Center Wholesale Market Co., Ltd. | Grain and oil sales | 24,722.12 | 103,008.85 |
| Huizhou Higreen Agricultural Products International Logistics Co., Ltd. | Grain and oil sales | 118,229.69 | 72,106.20 |
| Shenzhen Qianhai Agricultural Products Exchange Co., Ltd. | Grain and oil sales | 8,240.72 | |
| Shenzhen Chinese Cabbage Technology Co., Ltd. | Grain and oil sales | 8,453.09 | |
| Shenzhen Medical Materials Co., Ltd. | Grain and oil sales | 4,120.35 | 2,060.18 |
| Shenzhen Zhenchu Supply Chain Co., Ltd. | Grain and oil sales, transportation service | 22,644,698.63 | 6,770,130.60 |
| Xi’an Moore Agricultural Products Co., Ltd. | Grain and oil sales | 20,601.77 | |
| Changsha Mawangdui Agricultural Products Co., | Grain and oil sales | 20,644.25 |
| Ltd. | |||
| Shenzhen Shennong Land Co., Ltd. | Grain and oil sales | 3,933.46 | 17,168.15 |
Explanation on goods purchasing, labor service providing and receiving
(2) Related trusteeship management/contract & entrust management/outsourcingTrusteeship management/contract:
Unit: RMB/CNY
| Client/Contract-out party | Entrusting party/Contractor | Trustee/assets contract | Trustee /start | Trustee /ends | Managed earnings /pricing of the contract earnings | Managed earnings confirmed in the period / contract earnings |
Related managed/contract:
Entrusted management/outsourcing:
Unit: RMB/CNY
| Client/Contract-out party | Entrusting party/Contractor | Trustee/assets contract | Trustee /start | Trustee /ends | Managed earnings /pricing of the contract earnings | Managed earnings confirmed in the period / contract earnings |
Related management/ outsourcing:
(3) Related lease
The company acts as the lessor:
Unit: RMB/CNY
| Lessee | Assets type | Lease income recognized in the Period | Lease income recognized last Period |
| Shenzhen Shenyuan Data Technology Co., ltd. | Operating site | 523,988.52 | 505,162.86 |
| Shenzhen Duoxi Equity Investment Fund Management Co., Ltd. | Office space | 259,040.04 | 251,497.14 |
The company acts as the lessee:
Unit: RMB/CNY
| Lessor | Assets type | Simplified rental fees for short-term leases and low value asset leases (if applicable) | Variable lease payments not included in the measurement of lease liabilities (if applicable) | Rent paid | Interest expense on lease liabilities assumed | Increased right- of- use assets | |||||
| Current period | Last period | Current period | Last period | Current period | Last period | Current period | Last period | Current period | Last period | ||
| Shenzh | Office | 6,000.0 | 358,057 | 6,000.0 | 358,057 | ||||||
| en Food Materials Group Co., Ltd | space | 0 | .14 | 0 | .14 | ||||||
| Shenzhen Higreen International Agricultural Products Logistic Management Co., Ltd | Office space | 31,542.00 | 31,542.00 |
Explanation on related lease
(4) Related guarantee
The Company acts as the guarantor
Unit: RMB/CNY
| Secured party | Guarantee amount | Guarantee start date | Guarantee expiry date | Whether the guarantee has been fulfilled |
| Changzhou Shenbao Chacang E-business Co., ltd. | 5,000,000.00 | 2011-12-20 | N |
The Company acts as the secured party
Unit: RMB/CNY
| Guarantor | Guarantee amount | Guarantee start date | Guarantee expiry date | Whether the guarantee has been fulfilled |
Explanation on related guarantee:
(5) Related party’s borrowed funds
Unit: RMB/CNY
| Related party | Borrowing amount | Starting date | Maturity date | Note |
| Borrowing | ||||
| Yao Jicheng | 1,990,000.00 | 2021-11-25 | 2022-11-24 | |
| Yao Jicheng | 4,010,000.00 | 2021-12-30 | 2022-12-29 |
Lending
Interest expense on related party fund borrowing and lending
| Related party | Current period | Last period |
| Yao Jicheng | 254,221.16 | 9,625.58 |
(6) Assets transfer and debt reorganization of related party
Unit: RMB/CNY
| Related party | Content of related transaction | Current Period | Last Period |
(7) Remuneration of key executives
Unit: RMB/CNY
| Item | Current Period | Last Period |
(8) Other related transaction
6. Receivable and payable of related party
(1) Receivable item
Unit: RMB/CNY
| Item | Related party | Ending balance | Opening balance | ||
| Book balance | Bad debt provision | Book balance | Bad debt provision | ||
| Account receivable | |||||
| Shenzhen Shenliang Cold Transport Co., Ltd. | 9,434.00 | 94.34 | 116,476.25 | 1,149.36 | |
| Shenzhen Shennong Kitchen Co., Ltd | 43,151.00 | 431.51 | 115,208.00 | 1,152.08 | |
| Shenzhen Food Materials Group Co., Ltd | 21,764.00 | 217.64 | 28,632.00 | 286.32 | |
| Shenzhen Duoxi Equity Investment | 1,123.20 | ||||
| Fund Management Co., Ltd. | |||||
| Guangxi Higreen Agricultural Products International Logistics Co., Ltd. | 18,624.00 | 186.24 | |||
| Huizhou Higreen Agricultural Products International Logistics Co., Ltd. | 30,264.00 | 302.64 | 37,248.00 | 372.48 | |
| Shenzhen Shennong Land Co., Ltd. | 14,744.00 | 147.44 | |||
| Shenzhen Medical Materials Co., Ltd. | 2,328.00 | 23.28 | |||
| Shenzhen Zhenchu Supply Chain Co., Ltd. | 2,502,691.02 | 25,026.91 | 5,874,880.36 | 58,748.80 | |
| Shenzhen Shenyuan Data Tech. Co., Ltd | 5,940.00 | 59.40 | |||
| Other account receivable | |||||
| Shenzhen Shenliang Cold Transport Co., Ltd. | 10,000.00 | ||||
| Shenzhen Higreen International Agricultural Products Logistic Management Co., Ltd | 50,000.00 | 50,000.00 | |||
| Zhanjiang Changshan (Shenzhen) Ecological Aquaculture Co., Ltd | 5,520.00 | 5,520.00 | 5,520.00 | 5,520.00 | |
| Shenzhen | 27,000.00 | 270.00 | 30,000.00 | 300.00 |
| Shenyuan Data Tech. Co., Ltd | |||||
| Changzhou Shenbao Chacang E-business Co., ltd. | 24,608,742.46 | 22,187,644.18 | 24,608,742.46 | 22,187,644.18 | |
| Shenzhen Shichumingmen Catering Management Co., Ltd. | 1,908,202.67 | 1,908,202.67 | 2,092,477.67 | 990,192.72 | |
| Shenzhen Investment Holdings Co., Ltd. | 415,644.52 | 415,644.52 | |||
| Shenzhen Food Materials Group Co., Ltd | 1,104,355.28 | 1,000.00 | |||
| Shenzhen Zhenchu Supply Chain Co., Ltd. | 1,000,000.00 | ||||
| Shenzhen Duoxi Equity Investment Fund Management Co., Ltd. | 4,000.00 | ||||
| Shenzhen Municipal People’s Government State-owned Assets Supervision & Administration Commission | 30,132.00 | ||||
| Yao Jicheng | 463,085.35 | 1,702.29 | 48,000.00 | 480.00 |
(2) Payable item
Unit: RMB/CNY
| Item | Related party | Ending book balance | Opening book balance |
| Dividend payable | |||
| Shenzhen Investment Management Co., Ltd | 2,690,970.14 | 2,690,970.14 | |
| Account payable |
| Shenzhen Shenyuan Data Tech. Co., Ltd | 485,080.53 | ||
| Shenzhen Shenliang Cold Transport Co., Ltd. | 2,033.96 | 94,375.88 | |
| Shenzhen Municipal People’s Government State-owned Assets Supervision & Administration Commission | 39,633,221.00 | ||
| Other account payable | |||
| Shenzhen Shenliang Cold Transport Co., Ltd. | 280,000.00 | 102,790.00 | |
| Shenzhen Food Materials Group Co., Ltd | 146,162,941.72 | 146,162,941.72 | |
| Zhanjiang Changshan (Shenzhen) Ecological Aquaculture Co., Ltd | 8,051,954.17 | 8,030,954.17 | |
| Shenzhen Duoxi Equity Investment Fund Management Co., Ltd. | 453,294.60 | 41,486.00 | |
| Shenzhen Shichumingmen Catering Management Co., Ltd. | 209,275.00 | ||
| Shenzhen Investment Management Co., Ltd | 3,510,297.20 | 3,510,297.20 | |
| Shenzhen Shenyuan Data Tech. Co., Ltd | 3,564,200.00 | 2,000,330.53 | |
| Zhanjiang Haitian Aquatic Feed Co., Ltd | 20,000.00 | ||
| Shenzhen Shennong Kitchen Co., Ltd | 200,000.00 | 332,898.50 | |
| Yao Jicheng | 10,650,837.33 | 10,603,513.51 | |
| Contract liability | |||
| Shenzhen Food Materials Group Co., Ltd | 280.00 | 280.00 | |
| Shenzhen Zhenchu Supply Chain Co., Ltd. | 3,760.00 | ||
| Shenzhen Investment Holdings Co., Ltd. | 39,640.00 | ||
| Shenzhen Shenliang Cold Transport Co., Ltd. | 2,160.00 |
| Shenzhen Shenyuan Data Tech. Co., Ltd | 2,696.00 | ||
| Shenzhen Duoxi Equity Investment Fund Management Co., Ltd. | 1,123.20 |
7. Related party commitment
8. Other
XIII. Share-based payment
1. Overall situation of share-based payment
□ Applicable ? Not applicable
2. Share-based payment settled by equity
□ Applicable ? Not applicable
3. Share-based payment settled by cash
□ Applicable ? Not applicable
4. Modification and termination of share-based payment
Nil
5. Other
NilXIV. Commitment or contingency
1. Important commitments
Important commitments on balance sheet dateThe Company has no important commitments that need to disclosed as of Dec. 31, 2022.
2. Contingency
(1) Contingency on balance sheet date
Lawsuits
(1)The sales and purchase contract dispute between Hualian Company and Zhuhai Doumen Huabi Trading
Co., Ltd (hereinafter referred to as “Zhuhai Huabi”)Hualian Company (plaintiff) brought a suit against Zhuhai Huabi (defendant), and the People’s Court of ShenzhenLuohu District has made the first instance effective judgment in 2007: 1. The defendant should repay the plaintiffpayment for goods of 2,396,300 yuan; 2. The defendant should pay the plaintiff liquidated damages of 239,600yuan; 3. Court acceptance fee of 33,200 yuan should be borne by the defendant.In 2005, Zhuhai Huabi stopped production and its legal representative was arrested by the public security organs.It was found that Zhuhai Huabi had been canceled.As of Dec. 31, 2022, Hualian Company has withdrawn 100.00% of bad debt reserves for the receivables of2,396,300 yuan from Zhuhai Huabi.
(2) Disputes over import agency contract among SZCG, Hualian Company and Guangzhou Jinhe Feed Co.,Ltd.(hereinafter referred to as Guangzhou Jinhe), Huang XianningIn the case of the plaintiff SZCG and Hualian Company versus the defendant Guangzhou Jinhe and HuangXianning over the import and export agency contract disputes, the Futian District People’s Court made thefirst-instance judgment in 2015: 1. The defendant Guangzhou Jinhe should pay a total of 10,237,400 yuan toSZCG and Hualian Company within ten(10) days from the effective date of the judgment; 2. If it fails to performits pecuniary obligations within the period specified by the judgment, it shall pay double of the interest on the debtfor the delayed in performance in accordance with Article 253 of the Civil Procedure Law of the People’sRepublic of China; 3. The case acceptance fee of 83,200 yuan shall be born by Guangzhou Jinhe.As Guangzhou Jinhe dissatisfied with the above-mentioned first-instance judgment, it appealed to the ShenzhenIntermediate People’s Court. On March 30, 2017, Shenzhen Intermediate People’s Court issued a second-instancejudgment, which rejected the appeal of Guangzhou Jinhe and upheld the original judgment. Subsequently, SZCGand Hualian Company applied to the Court of first instance for the enforcement.As of Dec. 31, 2022, the case is currently still being executed, and the other party has not paid any money.SZCG has made a provision for bad debts at a rate of 100.00% for the receivable payment of 10,455,600 yuanfrom Guangzhou Jinhe.According to the “Letter of Commitment from Shenzhen Fude State Capital Operation Co., Ltd. on the PendingLitigation of Shenzhen Cereals Group Co., Ltd.”, Shenzhen Fude State Capital Operation Co., Ltd. (now renamedinto Shenzhen Food Materials Group Co., Ltd.) will bear the compensation or losses caused by the lawsuit on itsbehalf for any claims, compensation, losses or expenditures caused by the disputes over import agency contractamong SZCG and its holding subsidiaries with Guangzhou Jinhe and Huang Xianning.
(3) Contract disputes between Hualian Company and Foshan Shunde Huaxing Feed Factory (hereinafterreferred to as “Huaxing Feed Factory”)In August and October 2007, Hualian Company sold products to Huaxing Feed Factory and received commercialacceptance bills totaling 2,958,600 yuan. Due to the company’s failure to repay the overdue payment, Hualian
Company filed a lawsuit with the Shunde District People’s Court of Foshan City on October 29, 2007, requestingHuaxing Feed Factory to repay the payment and pay the corresponding interest. From June to July 2011, a total of1,638,900 yuan of the company’s bankruptcy assets was recovered. The company received 29,400 yuan in Oct.2020. As of Dec. 31, 2022, Hualian Company had a receivable payment of 1,290,300 yuan from Huaxing FeedFactory. This amount has been withdrawn bad debt reserves by 100.00%.
(4) Mung bean business disputes between SZCG and Jilin Tongyu County Shengda Company (hereinafterreferred to as “Shengda Company”)On August 26, 2010, the Shenzhen Futian District People’s Court accepted the case of the plaintiff SZCG versusthe defendant Shengda Company over an entrustment contract dispute. Upon mediation, both parties reached amediation agreement voluntarily: 1. It’s confirmed that the defendant Shengda Company still owes the plaintiffSZCG the repurchase payment of 7.492 million yuan and the repurchase payment interest of 2.8 million yuanbefore September 3, 2009. 2. The defendant Shengda Company should pay the first installment of 1 million yuanto the plaintiff SZCG before October 30, 2010, and should pay 1 million yuan at the end of each month fromNovember 2010 to March 2011, and should pay 492,000 yuan before the end of April. 2011, totaling 6,492,000yuan. 3. If the defendant Shengda Company can pay the above amount in full and on schedule, it does not need topay the remaining principal of 1 million yuan and the interest of 2.8 million yuan. If any of the above sums are notpaid in full and on schedule, the plaintiff may apply to the court for enforcement of all the claims set out in thefirst item above.After the mediation agreement came into effect, Shengda Company did not fully fulfill its repayment obligations,and SZCG has applied for compulsory execution. As of the date of Dec. 31, 2022, the book receivables amountedto 5,602,500 yuan, the execution of the remaining amounts was highly uncertain, and the Company has fully madeprovisions for bad debts of 5,602,500 yuan for this payment.
(5) Contract disputes of the Company’s subsidiaries, Shenbao Rock Tea, Ju Fang Yong Holdings, WuyishanJiuxing Tea Co., Ltd. (hereinafter referred to as “Jiuxing Company”), Fujian Wuyishan Yuxing Tea Co.,Ltd. (hereinafter referred to as “Yuxing Company”), Xingjiu Tea Co., Ltd., and Chen Yuxing, ChenGuopengOn December 3, 2018, due to the separation contract dispute, based on the arbitration clause in the originalFormal Agreement Regarding the Separation of Fujian Wuyishan Shenbao Yuxing Tea Co., Ltd., the arbitrationapplicants Shenbao Rock Tea and Ju Fang Yong Holdings filed an arbitration with the Shenzhen Court ofInternational Arbitration with Jiuxing Company, Yuxing Company, Xingjiu Tea Co., Ltd., Chen Yuxing, and ChenGuopeng as the respondents, requesting: 1. To rule that the respondent Jiujiuxing Company should pay 5,272,900yuan and liquidated damages of 1,581,900 yuan to the applicant Shenbao Rock Tea, totaling 6,854,800 yuan; 2. Torule that the respondents Yuxing Company, Xingjiu Company, Chen Yuxing, and Chen Guopeng shall be jointlyand severally liable for the above-mentioned receivables and liquidated damages to the applicant Rock Tea; 3. Torule that the respondent Yijiuxing Company shall pledge 19 designated trademarks to the applicant Ju Fang YongHoldings, and cooperate with the corresponding registration procedures for trademark pledge; 4. To rule that all
the respondents shall bear the attorney’s fee of 190,000 yuan paid by the applicant for this case, the preservationfee and other expenses incurred in this arbitration (the applicant reserves the right to pursue the remainingattorney’s fees); 5. To rule that the respondents shall bear all arbitration fees in this case.On April 18, 2019, the Shenzhen Court of International Arbitration held a hearing for the arbitration case. On May20, 2021, the Shenzhen Court of International Arbitration issued a ruling that: 1. Jiuxing Company shouldcompensate Ju Fang Yong Company and Shenbao Rock Tea Company for losses of receivables and liquidateddamages of 4,798,340.00 yuan; 2. Yuxing Company, Xingjiu Company, Chen Yuxing, and Chen Guopeng shall bejointly and severally liable for the above payment obligations of Jiuxing Company; 3. The arbitration fee in thiscase of 1,050,000 yuan shall be paid by the five respondents to the two applicants; 4. Two arbitrators’ expenses of4,000 yuan shall be paid directly by the five respondents to the two applicants. After the arbitration award cameinto effect, because the respondents refused to repay, the applicants applied to the court for enforcement. OnAugust 5, 2021, the two parties signed an enforcement of settlement agreement. The respondents should payreceivables, liquidated damages, attorney’s fees, and arbitration fees to the applicants, totaling 5,097,300 yuan,payment shall be made in 18 installments, with the respondents paying 1.6 million yuan in the first installment andpaying 200,000 yuan per month thereafter, and the final payment is 297,300 yuan (i.e., the payment will becompleted before January 31, 2023). As of the date of the audit report, the applicants received total funds.
(6) Sales contract disputes between Hualian Company and Dalian Liangshuntong Supply ChainManagement Co., Ltd. (hereinafter referred to as “Liangshuntong Company”)
1) In the case of the plaintiff Liangshuntong Company versus the defendant Hualian Company over a salescontract dispute ([2019] Y0304 MChNo.49562), the Futian District People’s Court made a first-instance civiljudgment on July 3, 2020 that: 1. The plaintiff Liangshun Tongtong Company shall pay Hualian Company595,800 yuan within ten days from the effective date of this judgment; 2. Reject the claims of LiangshuntongCompany; 3. Reject other counterclaims of Hualian Company; 4. The plaintiff Liangshuntong Company shallprepay the litigation fee of 208,900 yuan, which shall be borne by the plaintiff, and the defendant HualianCompany shall prepay the counterclaim acceptance fee of 113,000 yuan, of which 1,800 yuan shall be borne bythe plaintiff and 111,200 yuan shall be borne by the defendant. After receiving the judgment, the plaintiffLiangshuntong refused to accept it and appealed to the Shenzhen Intermediate People’s Court. The ShenzhenIntermediate People’s Court made a final ruling on October 29, 2021, and the ruling is as follows: rejecting theappeal and upholding the original judgment. The Futian District People’s Court has accepted the enforcementapplication submitted by Hualian Company. Hualian Company applied for execution to the Futian DistrictPeople’s Court of Shenzhen in December 2021. In May 2022, the Futian District People’s Court issued the“Execution Order”( [2021] Y0304ZhNo.37136), ruling that the execution procedure should be terminated due tothe fact that the person being executed currently has no property available for execution; If the applicant forenforcement discovers that the person subjected to enforcement has property available for enforcement, it mayapply for enforcement again
2) In the case of the plaintiff Hualian Company versus the defendant Liangshuntong Company over a contractdispute ([2020]Y 0304 MChNo. 2824), the Futian District People’s Court delivered the Civil Judgment of the first
instance on December 31, 2020, ruling that 1. The defendant Liangshuntong Company shall pay HualianCompany advance fees of 461,900 yuan and capital cost of 4,030,000 yuan within ten days from the effective dateof the judgment; 2. Liangshuntong Company shall pay the capital occupation fee (based on 461,900 yuan, with anannual interest rate of 10.00%, calculating from December 11, 2019 to the date of paying off the full amount) toHualian Company within ten(10) days from the effective date of the judgment; 3. Case acceptance fee of 42,700yuan shall be borne by the defendant Liangshuntong Company. After receiving the judgment, Liangshuntongappealed to the Shenzhen Intermediate People’s Court on January 22, 2021. The Shenzhen Intermediate People’sCourt made a final ruling on November 9, 2021, and the ruling is as follows: rejecting the appeal and upholdingthe original judgment. As of the date of the audit report, Hualian Company applied for execution to the FutianDistrict People’s Court of Shenzhen in December 2021. In May 2022, the Futian District People’s Court issued theExecution Order( [2021]Y0304 ZhNo.37314), ruling that the execution procedure should be terminated due to thefact that the person being executed currently has no property available for execution; If the applicant forenforcement discovers that the person subjected to enforcement has property available for enforcement, it mayapply for enforcement again.
(7) Disputes over construction engineering contract between Heilongjiang Hongxinglong Farms & LandReclamation Shenxin Grain Industrial Park Co., Ltd. (hereinafter referred to as “Hongxinglong”) andHeilongjiang Zhishengda Construction Engineering Co., Ltd. (hereinafter referred to as “ZhishengdaCompany”)In April 2020, Zhishengda Company filed a lawsuit with Hongxinglong People’s Court of Heilongjiang Provincewith Hongxinglong as the defendant, requesting: 1. To confirm that the “Letter on Rectification of CompletedProjects and Cancellation of Not Constructed Projects” issued by Hongxinglong on April 7, 2020 does not havethe effect of terminating the contract, the rescission contract made by it is invalid, and judge that the defendantHongxinglong should continue to perform the contract (the project cost required to perform the contract is5,137,800 yuan). 2. The litigation fee and other legal costs shall be borne by Hongxinglong.On July 29, 2020, Hongxinglong filed a counterclaim with the first-instance court, requesting the court: 1. Toconfirm the validity of the cancellation of the construction contract between Hongxinglong and Zhishengda inaccordance with the law. 2. To rule that the Zhishengda should pay Hongxinglong liquidated damages of1,003,200 yuan, of which liquidated damages for overdue completion of the project of 253,200 yuan, repair costsfor unqualified project quality of about 240,000 yuan (the specific amount is to be determined by a third party),liquidated damages for project manager’s absence from the construction site without permission of 500,000 yuan,liquidated damages for the migrant worker’s collective petitions of 10,000 yuan. 3. The counterclaim fee andappraisal fee shall be borne by Zhishengda Company.On March 16, 2021, the third-party appraisal agency applied by Zhishengda Company conducted an on-sitesurvey and conducted on-site appraisal for the engineering quantities.The appraisal agency (Heilongjiang Yage Construction Engineering Management Consulting Co., Ltd., nowrenamed into Zhongyun Project Management Co., Ltd.) appraised the cost of project restoration. On September 22,
Hongxinglong paid 20,000 yuan for the appraisal. On April 29, 2021, Hongxinglong Company applied for athird-party appraisal agency to conduct on-site inspection. On May 27, 2021, the third-party appraisal agency(Harbin Gongda Construction Engineering Judicial Appraisal Consulting Co., Ltd.) conducted on-site appraisal ofthe engineering quantities. Hongxingda paid an appraisal fee of 20,000 yuan. On July 22, 2021, ZhishengdaCompany reapplied to a third-party appraisal agency for on-site appraisal.On October 27, 2021, the appraisal agency, Zhongyun Project Management Co., Ltd., came to the site forappraisal.On March 9, 2022, the first-instance trial was held, and the lawyers of both parties conducted cross-examination.But the third-party appraiser did not appear in court due to the impact of the pandemic, so it was planned tochoose another day for the trial.On March 31, 2022, Hongxinglong Company submitted an “Application for Change of Litigation Request” to thecourt, requesting that the second paragraph of the second clause of the applicant’s counterclaim be changed to“976,722.63 yuan (incurred repair costs)+438,143.84 yuan (the continued repair cost identified by ZhongyunProject Management Co., Ltd.), with a total repair cost of 1,414,866.47 yuan.” , requesting the court to judgeZhishengda Company shall pay the following to Hongxinglong Company: 1 a total of 763,200.00 yuan asliquidated damages (including: 1) 253,200.00 yuan as liquidated damages for overdue completion of the project; 2)a fine of 500,000 yuan as the project manager left the construction site without permission; 3) a penalty of 10,000yuan for collective petitions by migrant workers; 2. 976,700 yuan (incurred repair costs) + 438,100 yuan(continued repair costs identified by Zhongyun Project Management Co., Ltd.) for the repair of substandardengineering quality, totaling 1,414,800 million yuan. The above two items amounted to 2.178 million yuan, andthe counterclaim fee and appraisal fee shall be borne by Zhishengda Company.On May 19, 2022, Zhishengda Company submitted a “Clear Litigation Request Application”, which stated that thelitigation request was: 1) Hongxinglong shall pay 2.3621 million yuan for the project and inventory materials, andthe interest shall be calculated from June 1, 2020 at four times the loan interest rate published by the NationalInterbank Funding Center until the project payment is fully paid. 2) Requesting the People’s Court to rule thatHongxinglong Company shall pay compensation of Zhishengda Company for losses of 4,234,900 yuan (including
① loss of road interests of 606,900 yuan; ① loss of equipment rent of 1,633,000 yuan; ① loss of wages oftechnical personnel and management personnel of 197,500 yuan; ① bidding cost of 20,000 yuan). 3)Hongxionglong Company shall pay a monthly compensation of 79,500 yuan for losses of Zhishengda startingfrom June 1, 2022, until the project manager and others involved in the case are released from the record. Theaforesaid three items amounted to 6.6765 million yuan. 4) The case acceptance fee and appraisal fee of 58,000yuan shall be borne by Hongxinglong.
(8) Construction project subcontracting dispute case of Xu Anwu versus Dongguan Shenliang Logistics Co.,Ltd., Gansu Installation and Construction Group Co., Ltd., Guangdong Dianbai Construction Group Co.,Ltd., and Xu JianqiangOn March 17, 2021, the plaintiff Xu Anwu sued Dongguan Shenliang Logistics Co., Ltd., Gansu Installation and
Construction Group Co., Ltd., Guangdong Dianbai Construction Group Co., Ltd., and Xu Jianqiang as defendantsto the First People’s Court of Dongguan, requesting: 1. The four defendants to immediately pay the plaintiff theconstruction cost of 10.445 million yuan; 2. The four defendants to bear the litigation costs in this case.On May 19, 2021, Gansu Installation and Construction Group Co., Ltd. filed a counterclaim with Xu Anwu as thecounterclaim defendant, requesting: 1. Xu Anwu to immediately return the overpaid 2,567,000 yuan to GansuInstallation and Construction Group Co., Ltd.; 2. Xu Anwu to bear all litigation costs.The first instance of this case was heard on July 14, 2021. On April 22, 2022, the First People’s Court ofDongguan City, Guangdong Province issued a judgment rejecting all the plaintiff’s litigation claims againstDongguan Shenliang Logistics Co., Ltd..Gansu Installation and Construction Group Co., Ltd. appealed to the Intermediate People’s Court of DongguanCity, Guangdong Province.On September 22, 2022, the Intermediate People’s Court of Dongguan City, Guangdong Province issued a finaljudgment rejecting all the litigation claims of the plaintiff Xu Anwu against Dongguan Shenliang Logistics Co.,Ltd..
(9) Disputes over sales contract between Hangzhou Ju Fang Yong Holdings Co., Ltd. and Hangzhou JuFang Yong Trading Co., Ltd.,On September 7, 2021, the plaintiff Hangzhou Ju Fang Yong Holdings Co., Ltd. sued Hangzhou Ju Fang YongTrading Co., Ltd. as the defendant to the Hangzhou Binjiang District People’s Court, requesting to order: 1. Thedefendant to immediately pay the payment of 2,816,300.00 yuan; 2. The defendant to bear the litigation costs inthis case.On October 29, 2021, Hangzhou Ju Fang Yong Holdings Co., Ltd. and Hangzhou Ju Fang Yong Trading Co., Ltd.reached a pre-litigation mediation, and Hangzhou Ju Fang Yong Trading Co., Ltd. paid 2.816 million yuan toHangzhou Ju Fang Yong Holdings Co., Ltd., and paid off before November 30, 2021.On December 8, 2021, Hangzhou Binjiang District People’s Court issued a civil ruling paper, ruling that themediation agreement reached by Hangzhou Ju Fang Yong Holdings Co., Ltd. and Hangzhou Ju Fang YongTrading Co., Ltd. on October 29, 2021 is valid, and the parties shall consciously perform their obligations inaccordance with the provisions of the mediation agreement. If one party refuses to perform or fails to perform allof its obligations, the other party can apply to the people’s court for enforcement.On December 29, 2021, Hangzhou Binjiang District People’s Court accepted the enforcement application ofHangzhou Ju Fang Yong Holdings Co., Ltd.On March 4, 2022, Hangzhou Ju Fang Yong Holdings Co., Ltd. submitted an application for “transfer ofenforcement to bankruptcy” to Hangzhou Intermediate People’s Court.On August 19, 2022, the court ruled to accept the bankruptcy liquidation application of Ju Fang Yong Holdings forJu Fang Yong Trading. On September 27, 2022, Ju Fang Yong Trading transferred the seal, account books and
other materials to the bankruptcy liquidation administrator. On October 21, 2022, the manager held the firstcreditors’ meeting.
(10) Disputes over private lending between Shenzhen Shenshenbao Tea Culture Commercial ManagementCo., Ltd. and Shenzhen Shichumingmen Catering Management Co., Ltd.On May 31, 2021, the plaintiff Shenzhen Shenshenbao Tea Culture Commercial Management Co., Ltd. filed alawsuit with Shenzhen Nanshan District People’s Court against Shenzhen Shichumingmen Catering ManagementCo., Ltd. as the defendant, requesting to order: 1. The defendant to return the principal of 1,183,000 yuanborrowed from the plaintiff; 2. The defendant to pay the interest on borrowings of 171,300 yuan to the plaintiff; 3.The defendant to bear the litigation costs in this case.On December 1, 2021, the court made a judgment in support of all the claims of Shenzhen Shenshenbao TeaCulture Company.On January 20, 2022, Nanshan Court accepted the enforcement application of Shenzhen Shenshenbao Tea CultureCompany.On April 27, 2022, Nanshan District People’s Court made a ruling: to terminate this execution procedure. If theapplicant for enforcement discovers that the person subjected to enforcement has property available forenforcement, they may apply for resumption of enforcement.On May 18, 2022, Shenzhen Shenshenbao Tea Culture Company applied to the court for bankruptcy liquidation.On August 15, 2022, the Shenzhen Intermediate People’s Court made a decision to appoint Guangdong GuangheLaw Firm as the administrator for bankruptcy liquidation.On September 9, 2022, Shenzhen Shenshenbao Tea Culture Company declared its creditor’s rights to theadministrator.On November 8, 2022, the administrator held the first creditors’ meeting.On December 12, 2022, the Shenzhen Intermediate Court made a ruling declaring Shenzhen ShichumingmenCatering Management Co., Ltd. bankrupt and ending the bankruptcy proceedings.On March 6, 2023, the bankruptcy administrator canceled Shenzhen Shichumingmen Catering Management Co.,Ltd.
(11) Disputes over special operating contract between Shanghai Baoyan Catering Co., Ltd. and HangzhouFuhaitang Catering Management Chain Co., Ltd.On July 22, 2021, the plaintiff Shanghai Baoyan Catering Co., Ltd. filed a lawsuit with Hangzhou BinjiangDistrict People’s Court against Hangzhou Fuhaitang Catering Management Chain Co., Ltd. as the defendant,requesting: 1. To cancel the Regional Agency Authorized Operating Agreement signed by the plaintiff and thedefendant; 2. The defendant to return the regional agency cooperation fee of 1,880,000 yuan and the cooperationdeposit of 80,000 yuan to the plaintiff, a total of 1,960,000 yuan; 3. The defendant to pay the liquidated damages
of 100,000 yuan to the plaintiff; 4. The defendant to pay the attorney fee of 50,000 yuan to the plaintiff; 5. Thedefendant to bear the litigation fee in this case. The Hangzhou Binjiang District People’s Court issued a subpoenaon February 11, 2022, confirming that the case number was (2021) Zhe 0108 Min Chu No. 5890, and the courtdate set for March 17, 2022.On May 18, 2022, Hangzhou Binjiang District Court made a judgment of first instance that Hangzhou FuhaitangCatering Management Chain Co., Ltd. shall returned the agency cooperation price of 880,000 yuan to ShanghaiBaoyan Catering Co., Ltd. and bear legal costs of 12,600 yuan; Shanghai Baoyan shall bear the legal costs ofRMB 13,100. Both Fuhaitang Catering and Shanghai Baoyan refused to obey and appealed to HangzhouIntermediate Court.On September 6, 2022, Hangzhou Intermediate People’s Court held a trial on this case.On November 17, 2022, the court made a judgment: Fuhaitang Catering shall return agency cooperation anddeposit of 960,000 yuan to Shanghai Baoyan.Shanghai Baoyan applied to Hangzhou Binjiang District Court for enforcement. On February 16, 2023, HangzhouBinjiang District Court notified Fuhaitang Catering to declare its property, and Fuhaitang Catering had declared itsproperty as required by the court.
(12) Sales contract disputes between Shuangyashan Shenliang Grain Base Co., Ltd. and Shanghai ZexiIndustrial Co., Ltd.On October 18, 2021, the plaintiff Shuangyashan Shenliang Grain Base Co., Ltd. filed a lawsuit with the ShanghaiPutuo District People’s Court with Shanghai Zexi Industrial Co., Ltd. as the defendant, requesting: 1. Thedefendant to immediately issue and deliver a special VAT invoice amounting 25.2 million yuan for the payment ofgoods to the plaintiff; if the defendant cannot issue the invoice, it shall need to compensate the plaintiff for the taxdeduction loss of 2,899,100 yuan; 2. The defendant to compensate the plaintiff for the failure of the defendant toissue invoices, resulting in the plaintiff paying a late fee of 137,400 yuan to the tax bureau; 3. The defendant tocompensate the plaintiff for travel expenses loss of 10,900 yuan; 4. The defendant to bear the litigation costs ofthis case. A court date has not yet been set.Shanghai Zexi Industrial Co., Ltd. filed an objection to jurisdiction. On January 17, 2022, Shanghai Putuo DistrictPeople’s Court made a civil judgment( [2021] H 0107 MCH No. 31846): The objection to jurisdiction raised wasrejected. Shanghai Zexi refused to accept the judgment and appealed to Shanghai No. Intermediate People’s Court.On March 22, 2022, Shanghai No.2 Intermediate People’s Court made a civil judgment ([2022] H 02 MXZ No.
176): The appeal was rejected and the original judgment was upheld.
Shanghai Zexi has paid the tax loss of 3.06 million to Shuangyashan Shenliang Grain Base Co., Ltd. in May andSeptember 2022 in the form of deposits. On July 15, 2022, Shuangyashan applied to Shanghai Putuo DistrictPeople’s Court for withdrawal of the lawsuit. On August 2, 2022, Shanghai Putuo District People’s Court made ajudgment that Shuangyashan was allowed to withdraw the lawsuit.
(13) Sales contract disputes between Shuangyashan Shenliang Grain Base Co., Ltd. (hereinafter referred toas “Shuangyashan Company”) and Tongliao Fada Grain Purchase and Storage Co., Ltd.On November 26, 2021, the plaintiff Tongliao Fada Grain Purchase and Storage Co., Ltd. filed a lawsuit withKeerqin District People’s Court of Tongliao City, Inner Mongolia Autonomous Region, with ShuangyashanCompany as the defendant, requesting: 1. To cancel the six purchase contracts signed with ShuangyashanCompany; 2. Shuangyashan Company to return the corn purchase payment of 25.2 million yuan; 3. ShuangyashanCompany to pay the interest on occupation of funds of 4,713,600 yuan (tentatively until November 1, 2021); 4.Shuangyashan Company to bear the litigation costs of this case.Shuangyashan Company filed an objection to jurisdiction with Keerqin District People’s Court of Tongliao City,Inner Mongolia Autonomous Region. On March 24, 2022, Keerqin District People’s Court of Tongliao City, InnerMongolia Autonomous Region made a ruling that Shuangyashan Company’s objection to jurisdiction wasestablished, and the case was transferred to the People’s Court of Baoqing County, Shuangyashan City,Heilongjiang Province. On April 1, 2022, Tongliao Fada Grain Purchase and Storage Co., Ltd. filed an appeal withTongliao Intermediate People’s Court, requesting to revoke the ruling on the objection to jurisdiction. This casewas heard in court on February 20, 2023. As of the approval date of the financial report, the court has not yetmade a ruling.
(14) Project construction contract disputes between Wuhan Jiangxia Yijian Construction Engineering Co.,Ltd. and Wuhan Jiacheng Biological Products Co., Ltd.
1) On January 10, 2022, the plaintiff Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. filed a lawsuitwith Jiangxia District People’s Court of Wuhan City against Wuhan Jiacheng Biological Products Co., Ltd. as thedefendant, requesting: 1. The defendant to immediately pay the project money of 4,421,900 yuan owed to theplaintiff ; 2. The defendant to pay liquidated damages (based on the arrears of the project payment of 4,421,900yuan), and calculated at an annual interest rate of 15.4% from October 10, 2019 to the date of payment, andtemporarily calculated to be 1,514,900 yuan until December 30, 2021) for the delayed payment of the projectpayment to the plaintiff. The above two items add up to 5,936,800 yuan. 3. The defendant to bear all expenses ofthe case, including litigation fee, appraisal fee, and preservation fee.The plaintiff applied for property preservation (the preservation amount was more than 5.9 million yuan), and theJiangxia District Court ruled to freeze all bank accounts of Wuhan Jiacheng Biological Products Co., Ltd.The Jiangxia District People’s Court of Wuhan City set the court date as February 28, 2022, and the case numberis (2022) E 0115 MCHNo. 182.
2) On February 25, 2022, the counterclaim plaintiff Wuhan Jiacheng Biological Products Co., Ltd. filed acounterclaim against Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. as the counterclaim defendant,requesting: 1. To confirm that the Hubei Province Construction Project Contract, with the project cost of25,965,100 yuan, signed by the plaintiff and the defendant on July 4, 2017 for the Jiacheng Bio-Industrial ParkConstruction Project (Phase I) is invalid; 2. To order the defendant of the counterclaim to submit the completecompletion data and completion report to the plaintiff of the counterclaim and assist in handling the completionacceptance of the project and the relevant procedures for archiving and filing the engineering data in the urbanconstruction archives; 3. To compensate for the losses (from April 1, 2018 to October 25, 2019, calculated at1,000 yuan per day; from October 26, 2019 to the date of acceptance and delivery of project, with 21,543,200yuan as the base, calculated according to the quoted interest rate of the loan market for the same period announcedby the National Interbank Funding Center, and it’s about 2.3 million yuan calculated to the date of indictment)caused to the plaintiff due to the delayed delivery of the Wuhan Jiacheng Bio-Industrial Park Construction Project(Phase I); 4. To bear the litigation fees, preservation fees and other expenses for the counterclaim.On July 6, 2022, Wuhan Jiangxia District People’s Court made a judgment:
(1) Defendant Wuhan Jiacheng Biological Products Co., Ltd. shall pay 4,421,900 yuan to the plaintiff WuhanJiangxia Yijian Construction Engineering Co., Ltd. within ten days after the judgment takes effect;
(2) Defendant Wuhan Jiacheng shall pay the liquidated damages to the plaintiff Wuhan Jiangxia YijianConstruction Engineering Co., Ltd. (based on 4,421,900 yuan, according to 1.3 times of LPR, fromSeptember 19, 2020 to the fulfillment of performance) within 10 days after the judgment takes effect;
(3) Plaintiff Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. shall have the priority to receivecompensation for the discount or auction price of the above projects undertaken by it within the scope ofItems 1 and 2 of the aforesaid judgment;
(4) Counterclaim defendant Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. shall submit completecompletion materials and completion report to the counterclaim plaintiff Wuhan Jiacheng within 10 daysafter the judgment takes effect, and assist in handling relevant filing procedures of project completionacceptance and engineering materials in the urban construction archives;
(5) Reject other claims of plaintiff Wuhan Jiangxia Yijian Construction Engineering Co., Ltd.;
(6) Reject other claims of counterclaim plaintiff Wuhan Jiacheng.
If the payment obligation is not performed within the period specified in the judgment, the interest on the debtduring the delay in performance shall be double paid in accordance with Article 260 of the Civil Procedure Law ofthe People’s Republic of China.The case acceptance fee is 53,400 yuan, the counterclaim acceptance fee is 12,600 yuan, and the preservation feeis 5,000 yuan, totaling 71,000 yuan. The plaintiff Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. shallbear 2,000 yuan, and the defendant Wuhan Jiacheng shall bear 69,000 yuan.
On July 16, 2022, Wuhan Jiacheng appealed to Wuhan Intermediate People’s Court. The case went to trial onJanuary 12, 2023. On January 18, 2023, Hubei Wuhan Intermediate People’s Court made a judgment: the appealwas rejected and the original judgment was upheld. Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. hasapplied for enforcement.On February 21, 2023, Hubei Wuhan Jiangxia District People’s Court made a judgment to freeze or withhold thebank deposits of 6.00 million yuan of Wuhan Jiacheng subject to enforcement, or to seal up, seize, freeze, auctionand sell other assets of the same amount. The judgment shall be enforced immediately.On February 21, 2023, the court issued a property report order to Wuhan Jiacheng.On March 8, 2023, Wuhan Jiacheng applied for compulsory execution of the fourth item in the judgment of theJiangxia District People’s Court of Wuhan City. The Jiangxia District People’s Court filed the case foracceptance([2023]E0115No.1719) on March 16, 2023. Application for enforcement matters is as follows:
1. Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. shall submit complete completion documents andcompletion reports to the applicant, and assist in handling the relevant procedures for project completionacceptance and engineering data archiving and filing in the urban construction archives;
2. Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. shall compensate Wuhan Jiacheng twice for the
losses caused (loss calculation method: based on the total construction area, the rent shall be calculated at
20.00 yuan per square meter per month, from the date when the party subjected to enforcement should fulfilltheir obligations to the actual date of performance; the daily single loss is 10,396.00 yuan (15,594 squaremeters) × 20.00 yuan ÷ 30 days);
3. As the effective judgment determines that both Wuhan Jiacheng and Wuhan Jiangxia Yijian ConstructionEngineering Co., Ltd. should fulfill their obligations simultaneously, and the period for fulfilling theobligations has already expired, in accordance with the principles of good faith and fairness, Wuhan Jiachengshall pay the project funds and liquidated damages that should be paid to Wuhan Jiangxia Yijian ConstructionEngineering Co., Ltd. to the court’s account. In case Wuhan Jiangxia Yijian Construction Engineering Co.,Ltd. fails to fully fulfill the fourth obligation of the effective judgment, the court shall not distribute theproject funds to the party subject to enforcement so as to ensure that both parties will fulfill their obligationssimultaneously;
4. If Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. delays fulfilling the fourth obligation of theeffective judgment, Wuhan Jiacheng requests the court to entrust a third party to perform on behalf and theexpenses incurred by the third party in performing the obligation and the double compensation to be paid byWuhan Jiangxia Yijian Construction Engineering Co., Ltd. for the losses caused to Wuhan Jiacheng shall bededucted from the project payment paid by the applicant for enforcement;
5. Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. shall bear the enforcement fees for this case.On March 30, 2023, Wuhan Jiacheng applied for retrial. On April 6, 2023, the Higher People’s Court of Hubei
Province accepted the retrial application.
(15) Disputes over loan contract between Changzhou Shenbao Chacang E-business (hereinafter referred toas “Changzhou Company”) and Shenzhen Agricultural Products Financing Guarantee Co., Ltd.(hereinafter referred to as “Agricultural Products Guarantee Company”)On July 15, 2016, the Agricultural Products Guarantee Company submitted a Civil Complaint to Shenzhen FutianDistrict People’s Court, requesting to order: 1. Changzhou Company to repay the loan principal of 5,000,000.00yuan and the interest of 390,000 yuan, and the penalty interest of 3,200,300 yuan (The penalty interest istemporarily calculated until June 30, 2016, and actually calculated to the date when the loan is fully paid); 2.Changzhou Company to pay compensation of 100,000.00 yuan ( 5,000,000 yuan × 2%); totaling 8,690,200 yuan;
3. Shenzhen Shenbao Industrial Co., Ltd. (now renamed into “Shenzhen Cereals Holdings Co., Ltd.”, hereinafterreferred to as “SZCH” ) to be jointly and severally liable for the loan of 5,000,000.00 yuan.Shenzhen Futian District People’s Court issued a first-instance judgment on May 31, 2017, ruling that ChangzhouCompany should repay the loan principal of 5 million yuan and interest of 353,900 yuan, and interest penalty(interest penalty is based on 5 million yuan as the principal, calculated from September 7, 2013 to the date ofactual repayment at an annual rate of 21.6% within ten(10) days after the judgement came into effect. If therepayment is made in installments, the interest of corresponding part will be calculated to the date of eachrepayment) to the plaintiff Agricultural Products Guarantee Company within 10 days from the effective date of thejudgment, and Changzhou Company shall bear the lawyer’s fee of 71,900 yuan and the preservation fee of 5,000yuan; the judgment rejected the request of the Agricultural Products Guarantee Company’s request ShenbaoCompany to bear joint and several liability.Agricultural Products Guarantee Company refused to accept the first-instance judgment and filed an appeal to theShenzhen Intermediate People’s Court. On May 10, 2019, the Shenzhen Intermediate People’s Court served thecivil judgment (final judgment), and the Shenzhen Intermediate Court made some changes to the first-instancejudgment, ruling that SZCH shall be jointly and severally liable for the debts of Changzhou Company within therange of 3.5 million yuan; SZCH has the right to recover from Changzhou Company after paying off the debts onits behalf.In May 2021, Agricultural Products Guarantee Company applied to Futian District Court of the first instance forcompulsory execution of 5,193,400 yuan. According to the request of the court, Changzhou Company declared theproperty status to the court. Agricultural Products Guarantee Company reached a voluntary settlement withChangzhou Company and SZCH. On September 29, 2021, the Agricultural Products Guarantee Companysubmitted an application to the Futian Court for consent to the settlement and termination of execution. OnOctober 20, 2021, Futian Court issued an enforcement ruling to terminate the enforcement of the case.
(16) Housing lease contract dispute case in which Hangzhou Xiaoshan International Airport Co., Ltd. suedHangzhou Ju Fang Yong Holdings Co., Ltd. and Hangzhou Ju Fang Yong Trading Co., Ltd.
On December 1, 2021, Hangzhou Xiaoshan International Airport Co., Ltd. filed a lawsuit with HangzhouXiaoshan District People’s Court with Ju Fang Yong Holding and Ju Fang Yong Trading as defendants, requestingthe following judgment: 1) The two defendants shall pay the outstanding payment of 62,500 yuan; 2) Ju FangYong Holdings shall pay 265,300 yuan as overdue liquidated damages (tentatively to December 31, 2021); 3) JuFang Yong Holdings shall pay liquidated damages for breach of contract of 1,372,500 yuan; 4) Ju Fang YongHoldings shall pay the house occupancy fee of 362,400 yuan; 5) Ju Fang Yong Holdings shall pay the rentdifference loss of 50,200 yuan to the plaintiff; 6) The two defendants shall bear the legal costs and preservationcosts of the case. (The total amount from Items 1 to 5 is 2,112,900 yuan)On April 13, 2022, Ju Fang Yong Holdings filed a counterclaim, requesting: 1) Hangzhou Xiaoshan InternationalAirport Co., Ltd. shall refund the performance bond of 457,500 yuan in full amount; 2) Hangzhou XiaoshanInternational Airport Co., Ltd. shall pay liquidated damages of 457,500 yuan; 3) The legal costs of this case shallbe borne by Hangzhou Xiaoshan International Airport Co., Ltd. (The total amount of Item 1 and Item 2 is 915,000yuan)On April 28, 2022, Hangzhou Xiaoshan District People’s Court held a trial on the case.On October 11, 2022, Hangzhou Xiaoshan District People’s Court made a judgment of first instance: HangzhouXiaoshan International Airport Co., Ltd. shall pay 198,300 yuan to Ju Fang Yong Holdings.On October 24, 2022, Ju Fang Yong Holdings filed an appeal.On December 27, 2022, Hangzhou Intermediate People’s Court made a final judgment: Hangzhou XiaoshanInternational Airport Co., Ltd. shall pay 381,100 yuan to Ju Fang Yong Holdings.On January 18, 2023, Hangzhou Xiaoshan International Airport Co., Ltd. paid 381,100 yuan to Ju Fang YongHoldings in accordance with the judgment.
(17) Lease contract dispute case in which Shenzhen Yanxin Industrial Co., Ltd. sued SZCGOn April 12, 2022, the plaintiff Shenzhen Yanxin Industrial Co., Ltd. filed a lawsuit with Shenzhen LonggangDistrict People’s Court with SZCG as the defendant, requesting: The defendant shall pay the following amount tothe plaintiff, totaling 1,583,800 yuan. 1) To compensate the plaintiff for the house renovation fee: 1,263,800 yuan(including firefighting construction fee: 1,840,000 yuan, purchase fee of firefighting equipment: 900,000 yuan(buildings 1-6), and decoration construction fee: 3,062,000 yuan). 2) To compensate the plaintiff for themaintenance of water and electricity facilities: 120,000 yuan (180,000 yuan per year for the maintenance of threebuildings); 3) To compensate the plaintiff for changing the housing property from industrial to commercial:
200,000 yuan; 4) The legal costs of the case shall be borne by the defendant.Guangdong Shenzhen Longgang District People’s Court held a trial on this case on November 1, 2022, and hasnot made a judgment yet as of the financial report approval date.
(18) Loan contract dispute case in which Wuhan Jiacheng sued Wuhan Xinzhiquan Industrial Co., Ltd. andWuhan Chensheng Mining Investment Co., Ltd.
Wuhan Jiacheng filed a lawsuit with Hubei Wuhan Qingshan District People’s Court with Wuhan XinzhiquanIndustrial Co., Ltd..and Wuhan Chensheng Mining Investment Co., Ltd. as the defendants, requesting: 1)Defendant Wuhan Xinzhiquan Industrial Co., Ltd. shall repay the loan of 5.00 million yuan; 2) Defendant WuhanXinzhiquan Industrial Co., Ltd. shall pay the interest calculated at the annual interest rate of 24% from August 29,2014 to the date when the principal is paid off; 3) Defendant Wuhan Chensheng Mining Investment Co., Ltd. shallbe jointly and severally liable for the above debts of defendant Wuhan Xinzhiquan Industrial Co., Ltd.; 4) Thedefendants shall bear the legal costs of the case.On May 30, 2019, Hubei Wuhan Qingshan District People’s Court made the judgment ([2019] E 0107 MCH No.104): 1) Defendant Wuhan Xinzhiquan Industrial Co., Ltd. shall repay the loan of 5.00 million yuan to theplaintiff Wuhan Jiacheng within ten (10) days after the judgment takes effect; 2) Defendant Wuhan XinzhiquanIndustrial Co., Ltd. shall pay the interest to the plaintiff Wuhan Jiacheng within ten (10) days after the judgmenttakes effect (based on the unpaid amount, the interest shall be calculated from August 29, 2014 at the annual rateof 24%, until the date of actual repayment); 3) Defendant Wuhan Chensheng Mining Investment Co., Ltd. shall bejointly and severally liable for the repayment of Item (1) and (2), and shall have the right to recover the liabilityfrom the defendant Wuhan Xinzhiquan Industrial Co., Ltd. after assuming the liability.Wuhan Jiacheng applied to Wuhan Qingshan District People’s Court for enforcement. On June 4, 2020, since thecompany subject to enforcement had no property for enforcement for the time being, Wuhan Qingshan DistrictPeople’s Court made the enforcement judgment ([2019]E0107ZNo.2117) enforcement judgment to terminate theenforcement procedure.According to the equity acquisition agreement, the original shareholders have the obligation to assist WuhanJiacheng in actively recovering the loan of 5.00 million yuan from Wuhan Xinzhiquan Industrial Co., Ltd. Theoutstanding loan shall be jointly supplemented by the original shareholders.
(19) Liability dispute case in which Wuhan Jiacheng sued shareholders Chen Wei, Tian Xinhua, Yu Yongand Chen Xin for impairing the interests creditors of the companyAccording to the civil judgement ([2019]E0107MCHNo.104), Wuhan Xinzhiquan Industrial Co., Ltd. owed debtsto Wuhan Jiacheng. Wuhan Jiacheng applied to Wuhan Qingshan District People’s Court for enforcement on thebasis of the civil judgment. Wuhan Qingshan District People’s Court made a judgment to terminate theenforcement procedure since Wuhan Xinzhiquan Industrial Co., Ltd. had no property for enforcement.The court ascertained that the actual contributor of Wuhan Xinzhiquan Industrial Co., Ltd. was Wuhan Pengling,in which Chen Wei, Yu Yong and Chen Xin were dummy shareholders and Tian Xinhua was fake shareholder. Theshareholders of Wuhan Xinzhiquan Industrial Co., Ltd. failed to fulfill their contribution obligations of 9.3 millionyuan.With Chen Wei, Tian Xinhua, Yu Yong and Chen Xin as defendants, Wuhan Jiacheng filed a lawsuit with WuhanQingshan District People’s Court, requesting: 1) Defendants Chen Wei, Tian Xinhua shall be jointly and severallyliable for the supplementary compensation for debts of Wuhan Xinzhiquan Industrial Co., Ltd. to the plaintiff
determined in civil judgment([2019]E0107MCHNo.104) made by Wuhan Qingshan People’s Court (based on theprincipal 5.00 million yuan, the interest shall be calculated at the annual rate of 24% from August 29, 2014 untilthe actual repayment date) within the scope of principal and interest of 9.3 million yuan not contributed; 2)Defendants Yu Yong and Chen Xin shall be jointly and severally liable for the above supplementary compensationliability of Tian Xinhua; 3) The defendants shall bear the legal costs of the case.In 2020, Wuhan Qingshan District People’s Court made the judgement ([2020]E0107 MCHNo. 3458): I.Defendant Chen Wei shall, within 10 days from the effective date of the judgment, bear the supplementarycompensation liability to the plaintiff Wuhan Jiacheng for the debt of Wuhan Xinzhiquan Industrial Co., Ltd.determined in civil judgment ([2019]E0107MCHNo.104) made by Wuhan Qingshan District People’s Courtwithin the scope of principal and interest of 4.00 million yuan not contributed; II. Defendant Chen Xin shall,within 10 days from the effective date of the judgment, bear joint and several liability to the plaintiff WuhanJiacheng for the debts of Wuhan Xinzhiquan Industrial Co., Ltd. determined in civil judgment([2019]E0107MCH No.104) made by Wuhan Qingshan District People’s Court within the scope of principal andinterest of 5.3 million yuan not contributed by the actual contributor Wuhan Pengling Group Co., Ltd. III. Otherclaims of the plaintiff Wuhan Jiacheng are rejected.After the judgment took effect, Wuhan Jiacheng applied to Wuhan Qingshan District People’s Court forenforcement.On September 14, 2022, Wuhan Qingshan District People’s Court made the judgement ([2022] E 0107 Z No. 1287)to auction and sell off the houses under the name of Chen Xin subject to enforcement.On November 1, 2022, Chen Xin’s shops in Huangpi has been auctioned for 855,600 yuan; On March 21, 2023.The parking lot located in the first phase of Rongke Tiancheng in Jiang’an District was auctioned for 278,000yuan; On April 14, 2023, the parking lot located in the second phase of Rongke Tiancheng in Jiang'an Districtwas auctioned for 239,300 yuan. On January 4, 2023, Chen Xin’s ex-husband, Yuan Ding, applied to theQingshan District People’s Court to require 50% of the auction funds on the grounds that the shop located inHuangpi and the parking lot located in second phase of Rongke Tiancheng were jointly owned after marriage. Dueto objections raised by Wuhan Jiacheng, the court has not yet disbursed the auction funds. The judge stated thataccording to the practice of Qingshan District People’s Court, they would agree to the application of Chen Xin’sex-husband. In addition, auction proceedings against Chen Wei’s property have been initiated and the creditorshave now applied to resume enforcement.
(2) If the Company has no important contingency need to disclosed, explain reasonsThe Company has no important contingency that need to disclose.
3. Other
XV. Events after balance sheet date
1. Important non-adjustment matters
Unit: RMB/CNY
| Item | Content | Impact on financial status and operation results | Reasons of fails to estimate the impact |
2. Profit distribution
Unit: RMB/CNY
| Profit or dividend to be distributed | According to the resolution of 27th meeting of the 10th session of the BOD, the profit distribution plan for year of 2022 is: Based on total share capital of 1,152,535,254 on Dec. 31, 2022, distribute cash dividend of 2.5 yuan (tax inclusive) for every 10 shares to all shareholders with zero share bonus (tax inclusive), and no capital share converted from capital reserve, a total of 288,133,813.50 yuan cash are distributed. |
3. Sales return
4. Other events after balance sheet date
XVI. Other important events
1. Previous accounting errors correction
(1) Retrospective restatement
Unit: RMB/CNY
| Content of accounting error correction | Procedures | Items impact during vary comparative period | Accumulated impact |
(2)Prospective application
| Content of accounting error correction | Approval procedure | Reasons for adopting the prospective applicable method |
2. Debt restructuring
3. Assets exchange
(1) Exchange of non-monetary assets
(2) Other assets exchange
4. Pension plan
5. Discontinuing operation
Unit: RMB/CNY
| Item | Revenue | Expenses | Total profit | Income tax expenses | Net profit | Profit of discontinuing operation attributable to owners of parent company |
Other explanation
6. Segment
(1) Recognition basis and accounting policy for reportable segment
(2) Financial information for reportable segment
Unit: RMB/CNY
| Item | Offset between segments | Total | |
(3) Explain reasons in case the Company has no segments, or is unable to disclose total assets and liabilitiesof segments
(4) Other explanation
7. Other major transaction and events makes influence on investor’s decision
8. Other
XVII. Notes to main items of financial statements of parent company
1. Account receivable
(1) Account receivable classified by category
Unit: RMB/CNY
| Category | Ending balance | Opening balance | ||||||||
| Book balance | Bad debt provision | Book value | Book balance | Bad debt provision | Book value | |||||
| Amount | Ratio | Amount | Accrual ratio | Amount | Ratio | Amount | Accrual ratio | |||
| Account receivable with bad debt provision accrual on a single basis | 28,453.08 | 0.03% | 28,453.08 | 100.00% | 28,453.08 | 0.02% | 28,453.08 | 100.00% | ||
| Including: | ||||||||||
| Account receivable with bad debt provision accrual on portfolio | 87,199,110.87 | 99.97% | 4,932.03 | 0.01% | 87,194,178.84 | 135,682,852.60 | 99.98% | 4,426.30 | 0.01% | 135,678,426.30 |
| Including: | ||||||||||
| Portfolio of sales receivable | 59,425.60 | 0.07% | 4,932.03 | 8.30% | 54,493.57 | 8,852.60 | 0.01% | 4,426.30 | 50.00% | 4,426.30 |
| Object-specific portfolio | 87,139,685.27 | 99.90% | 87,139,685.27 | 135,674,000.00 | 99.97% | 135,674,000.00 | ||||
| Total | 87,227,563.95 | 100.00% | 33,385.11 | 87,194,178.84 | 135,711,305.68 | 100.00% | 32,879.38 | 135,678,426.30 | ||
Accrual of bad debt provision on single item: 28,453.08
Unit: RMB/CNY
| Name | Ending balance | |||
| Book balance | Bad debt provision | Accrual ratio | Accrual causes | |
| Other accrual on single basis | 28,453.08 | 28,453.08 | 100.00% | Extremely low possibility of recovery |
| Total | 28,453.08 | 28,453.08 | -- | -- |
Accrual of bad debt provision on portfolio: 33,385.11 yuan
Unit: RMB/CNY
| Name | Ending balance | ||
| Book balance | Bad debt provision | Accrual ratio | |
| Portfolio of sales receivable | 59,425.60 | 4,932.03 | 8.30% |
| Object-specific portfolio | 87,139,685.27 | ||
| Total | 87,199,110.87 | 4,932.03 | |
Explanation on the basis to determine such portfolio:
Accrual of bad debt provision on portfolio:
Unit: RMB/CNY
| Name | Ending balance | ||
| Book balance | Bad debt provision | Accrual ratio | |
Explanation on the basis to determine such portfolio:
If the provision for bad debts of account receivable is made in accordance with the general model of expected credit losses, pleaserefer to the disclosure of other account receivables to disclose related information about bad-debt provisions:
□ Applicable ? Not applicable
By account age
Unit: RMB/CNY
| Account age | Book balance |
| Within one year(including one year) | 87,190,258.27 |
| Over 3 years | 37,305.68 |
| 4-5 years | 8,852.60 |
| Over 5 years | 28,453.08 |
| Total | 87,227,563.95 |
(2) Bad debt provision accrual, collected or reversal in the period
Bad debt provision accrual in the period:
Unit: RMB/CNY
| Category | Opening balance | Amount changed in the period | Ending balance | |||
| Accrual | Collected or reversal | Written off | Other | |||
| Other accrual on single basis | 28,453.08 | 28,453.08 | ||||
| Portfolio of sales receivable | 4,426.30 | 505.73 | 4,932.03 | |||
| Total | 32,879.38 | 505.73 | 33,385.11 | |||
Including major amount bad debt provision collected or reversal in the period:
Unit: RMB/CNY
| Enterprise | Amount collected or reversal | Collection way |
(3) Account receivable actually written-off in the period
Unit: RMB/CNY
| Item | Amount written-off |
Including major account receivable written-off:
Unit: RMB/CNY
| Enterprise | Nature | Amount written-off | Cause of written-off | Procedure of written-off | Resulted by related transaction (Y/N) |
Explanation on account receivable written-off:
(4)Top 5 accounts receivable at ending balance by arrears party
Unit: RMB/CNY
| Enterprise | Ending balance of accounts receivable | Proportion in total receivables at ending balance (%) | Ending balance of bad debt reserve |
| Total |
(5) Amount of assets and liabilities formed by transferring of account receivable and continuing to beinvolvedOther explanation:
(6) Accounts receivable derecognized due to the transfer of financial assets
2. Other account receivable
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
| Dividend receivable | 540,000,000.00 | |
| Other account receivable | 1,560,888,393.94 | 443,939,717.84 |
| Total | 1,560,888,393.94 | 983,939,717.84 |
(1) Interest receivable
1) By category
Unit: RMB/CNY
| Item | Ending balance | Opening balance |
2) Important overdue interest
| Borrower | Ending balance | Overdue time | Overdue causes | Whether impairment occurs and its judgment basis |
Other explanation:
3) Accrual of bad debt provision
□ Applicable ? Not applicable
(2) Dividend receivable
1) By category
Unit: RMB/CNY
| Item (or the invested entity) | Ending balance | Opening balance |
| SZCG | 540,000,000.00 | |
| Total | 540,000,000.00 |
2) Important dividend receivable with account age over one year
Unit: RMB/CNY
| Item (or the invested entity) | Ending balance | Account age | Reasons for not collection | Whether impairment occurs and its judgment basis |
3) Accrual of bad debt provision
□ Applicable ? Not applicable
Other explanation:
(3) Other account receivable
1) By nature
Unit: RMB/CNY
| Nature | Ending book balance | Opening book balance |
| Margin and deposit | 1,054,999.00 | 168,234.34 |
| Other intercourse funds | 1,587,678,288.68 | 471,616,218.54 |
| Total | 1,588,733,287.68 | 471,784,452.88 |
2) Accrual of bad debt provision
Unit: RMB/CNY
| Bad debt provision | Phase I | Phase II | Phase III | Total |
| Expected credit losses over next 12 | Expected credit losses for the entire duration | Expected credit losses for the entire duration (with |
| months | (without credit impairment occurred) | credit impairment occurred) | ||
| Balance on Jan. 1, 2022 | 213,468.15 | 27,631,266.89 | 27,844,735.04 | |
| Balance on Jan. 1, 2022 in the period | ||||
| Current accrual | 158.70 | 158.70 | ||
| Balance on 31 Dec. 2022 | 213,626.85 | 27,631,266.89 | 27,844,893.74 |
Changes in book balance with significant changes in loss reserves during the current period
□ Applicable ? Not applicable
By account age
Unit: RMB/CNY
| Account age | Book balance |
| Within one year(including one year) | 1,563,188,883.33 |
| 2-3 years | 49,999.00 |
| Over 3 years | 25,494,405.35 |
| 4-5 years | 436,664.33 |
| Over 5 years | 25,057,741.02 |
| Total | 1,588,733,287.68 |
3) Bad debt provision accrual, collected or reversal in the period
Bad debt provision accrual in the period:
Unit: RMB/CNY
| Category | Opening balance | Amount changed in the period | Ending balance | |||
| Accrual | Collected or reversal | Written off | Other | |||
| Accrual of bad debt provision on single item | 27,631,266.89 | 27,631,266.89 | ||||
| Accrual of bad debt provision on portfolio | 213,468.15 | 158.70 | 213,626.85 | |||
| Total | 27,844,735.04 | 158.70 | 27,844,893.74 | |||
Including bad debt provision reversed or collected in the period with major amount:
Unit: RMB/CNY
| Enterprise | Amount reversal or collected | Collection way |
4) Other account receivable actually written-off in the period
Unit: RMB/CNY
| Item | Amount written-off |
Including important other account receivable written-off:
Unit: RMB/CNY
| Enterprise | Nature | Amount written-off | Written-off causes | Procedure of written-off | Resulted by related transaction (Y/N) |
Explanation on other account receivable written-off:
5) Top 5 other receivables at ending balance by arrears party
Unit: RMB/CNY
| Enterprise | Nature | Ending balance | Account age | Ratio in total ending balance of other account receivables | Ending balance of bad debt reserve |
6) Other account receivables related to government grants
Unit: RMB/CNY
| Enterprise | Government grants | Ending balance | Ending account age | Time, amount and basis for collection predicted |
7) Other receivables de-recognized due to the transfer of financial assets
8) Amount of assets and liabilities formed by transfer of other receivable and continuing to be involved
Other explanation:
3. Long-term equity investment
Unit: RMB/CNY
| Item | Ending balance | Opening balance | ||||
| Book balance | Impairment provision | Book value | Book balance | Impairment provision | Book value | |
| Investment in subsidiary | 4,039,319,425.09 | 5,500,000.00 | 4,033,819,425.09 | 4,054,019,425.09 | 5,500,000.00 | 4,048,519,425.09 |
| Investment in joint venture and associated | 2,927,628.53 | 2,927,628.53 | 2,927,628.53 | 2,927,628.53 | ||
| enterprise | ||||||
| Total | 4,042,247,053.62 | 8,427,628.53 | 4,033,819,425.09 | 4,056,947,053.62 | 8,427,628.53 | 4,048,519,425.09 |
(1) Investment in subsidiary
Unit: RMB/CNY
| Invested entity | Opening balance(book value) | Current changes (+, -) | Ending balance(book value) | Ending balance of impairment provision | |||
| Additional investment | Capital reduction | Accrual of impairment provision | Other | ||||
| Shenbao Industry & Trade | 5,500,000.00 | ||||||
| Shenliang Food | 80,520,842.36 | 80,520,842.36 | |||||
| Shenbao Huacheng | 168,551,781.80 | 54,676,764.11 | 223,228,545.91 | ||||
| Huizhou Shenbao | 60,000,000.00 | 60,000,000.00 | |||||
| Shenbao Technology | 54,676,764.11 | 54,676,764.11 | |||||
| Shenbao Investment | 50,000,000.00 | 50,000,000.00 | |||||
| SZCG | 3,291,415,036.82 | 3,291,415,036.82 | |||||
| Dongguan Logistics | 321,680,000.00 | 14,700,000.00 | 306,980,000.00 | ||||
| Wuhan Jiacheng | 21,675,000.00 | 21,675,000.00 | |||||
| Total | 4,048,519,425.09 | 54,676,764.11 | 69,376,764.11 | 4,033,819,425.09 | 5,500,000.00 | ||
(2) Investment in associated enterprises and joint venture
Unit: RMB/CNY
| Investment company | Opening balance(book value) | Current changes (+, -) | Ending balance(book value) | Ending balance of impairment | |||||||
| Additional investment | Capital reduction | Investment gains recogni | Other comprehensive income | Other equity change | Cash dividend or profit | Accrual of impairment | Other | ||||
| zed under equity | adjustment | announced to issued | provision | provision | |||||||
| I. Joint venture | |||||||||||
| II. Associated enterprise | |||||||||||
| Shenzhen Shenbao (Liaoyuan) Industrial Company | 57,628.53 | ||||||||||
| Shenzhen Shenbao (Xinmin) Foods Co., Ltd | 2,870,000.00 | ||||||||||
| Changzhou Shenbao Chacang E-business Co., ltd. | |||||||||||
| Subtotal | 2,927,628.53 | ||||||||||
| Total | 2,927,628.53 | ||||||||||
(3) Other explanation
4. Operating revenue and operating cost
Unit: RMB/CNY
| Item | Current Period | Last Period | ||
| Revenue | Cost | Revenue | Cost | |
| Main business | 203,896,997.77 | 152,450,921.01 | 471,590.28 | |
| Other business | 183,215.14 | 471,590.28 | 304,502.00 | |
| Total | 204,080,212.91 | 471,590.28 | 152,755,423.01 | 471,590.28 |
Revenue-related information:
Unit: RMB/CNY
| Category | Branch 1 | Branch 2 | Total | |
| Product types | ||||
| Including: | ||||
| Classification by business area | ||||
| Including: | ||||
| Market or customer type | ||||
| Including: | ||||
| Contract types | ||||
| Including: | ||||
| Classification by time of goods transfer | ||||
| Including: | ||||
| Classification by contract duration | ||||
| Including: | ||||
| Classification by sales channel | ||||
| Including: | ||||
| Total |
Information related to performing obligations:
NilInformation related to the transaction price apportioned to the remaining performance obligations:
The amount of income corresponding to performing obligations that have been signed at the end of this reporting period but have notyet been fulfilled or have not done with fulfillment is 0.00 yuan, among them, 0.00 yuan of revenue is expected to be recognized inthe yearOther explanation:
5. Investment income
Unit: RMB/CNY
| Item | Current Period | Last Period |
| Investment income from disposal of long-term equity investment | 274,697.80 | |
| Investment income during the period of tradable financial assets hold | 4,912,249.48 | 667,216.57 |
| Subsidiary dividends | 190,800,000.00 | 150,451,054.95 |
| Total | 195,712,249.48 | 151,392,969.32 |
6. Other
XVIII. Supplementary information
1. Current non-recurring gains/losses
? Applicable □Not applicable
Unit: RMB/CNY
| Item | Amount | Note |
| Gains/losses from the disposal of non-current asset | -3,470,850.06 | |
| Government subsidy reckoned into current gains/losses (except for those with normal operation business concerned, and conform to the national policies & regulations and are continuously enjoyed at a fixed or quantitative basis according to certain standards) | 8,775,672.58 | |
| Profit and loss of assets delegation on others’ investment or management | 8,455,442.20 | |
| Except for the effective hedging operations related to normal business operation of the Company, the gains/losses of fair value changes from holding tradable financial assets and tradable financial liabilities, and the investment earnings obtained from disposing trading financial assets and trading financial liabilities | 18,546.91 | |
| Reversal of provision of impairment of accounts receivable which are treated with separate depreciation test | 881,986.09 | |
| Other non-operating income and expenditure except for the aforementioned items | 7,042,268.06 |
| Other profit and loss items that meet the definition of non-recurring profit and loss | 1,064,111.79 | |
| Less: impact on income tax | 4,583,525.90 | |
| Impact on minority interests | 12,525.84 | |
| Total | 18,171,125.83 | -- |
Details of other gains/losses items that meets the definition of non-recurring gains/losses:
□ Applicable ? Not applicable
The Company has no other gains/losses items that meet the definition of non-recurring gains/losses.Explain the items defined as recurring profit (gain)/loss according to the lists of extraordinary profit (gain)/loss in Q&AAnnouncement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary Profit/Loss
□ Applicable ? Not applicable
2. ROE and earnings per share
| Profits during reporting period | Weighted average ROE | Earnings per share | |
| Basic earnings per share (RMB/Share) | Diluted earnings per share (RMB/Share) | ||
| Net profits attributable to common stock stockholders of the Company | 8.96% | 0.3649 | 0.3649 |
| Net profits attributable to common stock stockholders of the Company after deducting non-recurring gains and losses | 8.57% | 0.3492 | 0.3492 |
3. Difference of the accounting data under accounting rules in and out of China
(1) Difference of the net profit and net assets disclosed in financial report, under both IAS (InternationalAccounting Standards) and Chinese GAAP (Generally Accepted Accounting Principles)
? Applicable □Not applicable
Unit: RMB/CNY
| Net profit | Net assets | |||
| Current Period | Last Period | Ending balance | Opening balance | |
| Chinese GAAP | 420,594,871.27 | 428,720,226.09 | 4,762,973,461.81 | 4,630,292,102.34 |
| Items and amount adjusted by IAS: | ||||
| Adjustment for other payable fund of stock market regulation | 1,067,000.00 | 1,067,000.00 | ||
| IAS | 420,594,871.27 | 428,720,226.09 | 4,764,040,461.81 | 4,631,359,102.34 |
(2) Difference of the net profit and net assets disclosed in financial report, under both foreign accountingrules and Chinese GAAP (Generally Accepted Accounting Principles)
□ Applicable ?Not applicable
(3) Explanation on data differences under the accounting standards in and out of China; as for thedifferences adjustment audited by foreign auditing institute, listed name of the institute
4. Other