深圳市深粮控股股份有限公司 2022 年年度报告全文 深圳市深粮控股股份有限公司 SHENZHEN CEREALS HOLDINGS CO.,LTD. ANNUAL REPORT 2022 April 2023 1 深圳市深粮控股股份有限公司 2022 年年度报告全文 Section I. Important Notice, Contents and Interpretation Board of Directors, the board of supervisors, all directors, supervisors and senior executives of SHENZHEN CEREALS HOLDINGS CO.,LTD. (hereinafter referred to as the Company) hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/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 Accounting Institution (Accounting Supervisors) Wen Jieyu hereby confirm that the Financial Report of Annual 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 annual report, they do not constitute a substantial commitment for investors. Securities Times, China Securities 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 the Company disclosed in the above mentioned media should prevail. Investors are advised to exercise caution of investment risks. The Company has analyzed the risk factors that the Company may exist and its countermeasures in the report. Investors are advised to pay attention to read “Prospect for future development of the Company” in the report of Section III Discussion and Analysis of the Operation. This report has been prepared in Chinese and English version respectively. In the event of difference in interpretation between the two versions, Chinese report shall prevail. 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 into share capital. 2 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 3 深圳市深粮控股股份有限公司 2022 年年度报告全文 Documents Available for Reference 1. Text of financial statement with signature and seals of legal person, person in charge of accounting works and person 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 Securities Journal, 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. 4 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Municipal People’s Government State-owned Assets Shenzhen SASAC Refers to 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 5 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Shenshenbao, Shenbao B change(if applicable) Listing stock exchange Shenzhen Stock Exchange Chinese name of the 深圳市深粮控股股份有限公司 Company Abbr. of Chinese name of 深粮控股 the Company English name of the SHENZHEN CEREALS HOLDINGS CO.,LTD Company(if applicable) Legal Representative Hu Xianghai 8/F, Tower B, No.4 Building, Software Industry Base, South District, Science & Technology Registrations add. Park, Xuefu Rd., Yuehai Street, Nanshan District, Shenzhen Code for registrations add 518057 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, Historical changes of Tower B,C of Bao’an Square, No.1002 Sungang Road, Luohu District, Shenzhen; in 2010 the registered address 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 E-mail szch@slkg1949.com II. Person/Way to contact Secretary of the Board Rep. of security affairs Name Chen Xiaohua Chen Kaiyue, Liu Muya 13/F, Tower A, World Trade Plaza, No.9 Fuhong 13/F, Tower A, World Trade Plaza, No.9 Fuhong Contact add. Rd., Futian District, Shenzhen Rd., Futian District, Shenzhen Tel. 0755-83778690 0755-83778690 6 深圳市深粮控股股份有限公司 2022 年年度报告全文 Fax. 0755-83778311 0755-83778311 E-mail chenxh@slkg1949.com chenky@slkg1949.com、liumy@slkg1949.com III. Information disclosure and preparation place Website of the Stock Exchange where the annual Securities Times; China Securities Journal report of the Company is disclosed Media and Website where the annual report of the Juchao Website: www.cninfo.com.cn Company is disclosed Preparation place for annual report Office of the Board of Directors IV. Registration changes of the Company Organization code 91440300192180754J On February 18, 2019, the company completed the registration procedures of Changes of main business since listing changes in industry and commerce for business scope and other matters. The main (if applicable) business has newly increased the modern food supply chain services as grain & oil trading, processing, storage and logistics. 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. Previous changes for controlling On April 3, 2018, Shenzhen Investment Holdings Co., Ltd. completed the transfer of shareholders (if applicable) 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 BDO CPAs, 5/F, No.11 Building, Phase II q-plex, No. 4080, Qiaoxiang Rd., Nanshan Offices add. for CPA District, Signing Accountants Qi Tao, Tao Guoheng Sponsor engaged by the Company for performing continuous supervision duties in reporting period □ Applicable Not applicable 7 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Changes in the current 2022 2021 year over the previous 2020 year (+,-) 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 420,594,871.27 428,720,226.09 -1.90% 405,088,385.54 Company (RMB) Net profit attributable to shareholders of the listed 402,423,745.44 Company after deducting 377,558,306.28 6.59% 374,210,363.49 non-recurring gains and losses (RMB) Net cash flow arising from 531,888,766.64 440,396,029.54 20.78% 286,528,222.27 operating activities (RMB) Basic earnings per share 0.3649 0.3720 -1.91% 0.3515 (RMB/Share) Diluted earnings per share 0.3649 0.3720 -1.91% 0.3515 (RMB/Share) Weighted average ROE 8.96% 9.13% -0.17% 8.99% Changes at end of the current year compared Year-end of 2022 Year-end of 2021 Year-end of 2020 with the end of previous year (+,-) Total assets(RMB) 7441334674.98 7,669,618,906.32 -2.98% 7,309,384,147.93 Net assets attributable to shareholder of listed 4762973461.81 4,630,292,102.34 2.87% 4,595,331,999.76 Company(RMB) The lower one of net profit before and after deducting the non-recurring gains/losses in the last three fiscal years is negative, and the audit 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 8 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Accounting Principles) Applicable □ Not applicable Unit: RMB/CNY Net profit attributable to shareholders of the Net assets attributable to shareholder of listed listed Company 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 1,067,000.00 1,067,000.00 market regulation 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 accounting rules 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 Q1 Q2 Q3 Q4 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 137,438,033.98 100,089,748.95 80,861,710.05 102,205,378.29 Company Net profit attributable to shareholders of the listed 131,804,641.16 95,327,647.59 78,028,506.45 97,262,950.24 Company after deducting non-recurring gains and losses 9 深圳市深粮控股股份有限公司 2022 年年度报告全文 Net cash flow arising from 216,416,899.39 43,956,603.47 479,081,865.79 -207,566,602.01 operating activities Are there significant differences between the above-mentioned financial index or its total number and the relevant financial index disclosed 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 -3,470,850.06 29,351,180.57 2,072,531.42 assets) Governmental subsidy reckoned into current gains/losses (except for those with normal operation business concerned, and conform to the national 8,775,672.58 15,871,621.28 18,503,372.31 policies & regulations and are continuously enjoyed at a fixed or quantitative basis according to certain standards) Profit and loss of assets delegation on others’ 8,455,442.20 4,014,308.85 12,655,258.64 investment or management 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 18,546.91 299,292.76 -151,852.20 liabilities, and the investment earnings obtained from disposing the trading financial asset, trading financial liability and financial assets available for sale Reversal of provision of impairment of accounts receivable which are treated with separate 881,986.09 4,076,676.65 1,236,198.70 depreciation test Other non-operating income and expenditure except 7,042,268.06 13,089,042.88 2,423,255.86 for the aforementioned items Other profit and loss items that meet the definition of 1,064,111.79 496,383.61 non-recurring profit and loss Less: impact on income tax 4,583,525.90 14,600,145.88 5,591,230.45 Impact on minority shareholders’ equity 12,525.84 940,057.30 765,895.84 (after-tax) 10 深圳市深粮控股股份有限公司 2022 年年度报告全文 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/losses Information on the definition of non-recurring profit(gain)/loss that listed in the Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary (non-recurring) Profit(gain)/loss as the recurring profit(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 Information Disclosure for Companies Offering Their Securities to the Public --- Extraordinary (Non-recurring) Profit(Gain)/Loss defined as recurring profit(gain)/loss 11 深圳市深粮控股股份有限公司 2022 年年度报告全文 Section III Management Discussion and Analysis I. Industry of the Company during the reporting period (i) The basic situation, development stage, cyclical characteristics of the industry and the company’s position in the 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 stormy international environment and arduous domestic tasks of reform, development and stability, the CPC Central Committee with comrade Xi Jinping as its core has united and led the whole Party and the people of all ethnic groups to rise to the challenges, coordinated both domestic and international situations and intensified macro-control efforts to ensure overall economic and social stability. The great strategic goal of accelerating the building of a strong agricultural country was clearly put forward at the CPC National Congress. In 2022, China's agriculture 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, successfully achieving the goal of stable production and supply. Compared with the international market, domestic grain prices were relatively stable and food security was effectively guaranteed. In 2022, there was no significant change in international grain production and consumption. However, due to various factors at home and abroad, international grain prices fluctuated wildly, grain imports declined, and some domestic and provincial grain and oil prices rose. The stable domestic and provincial food supply foundation has smoothed the transmission of international food price fluctuations to China to some extent. In the second half of the year, the international and domestic grain supply and demand were basically stable, and grain consumption showed a trend of recovery. The trend of grain and oil prices was expected to be stable and weaken, and the uncertainties 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 fundamentals of 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, grain production 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 industry policies on the industry. In February 2022, the CPC Central Committee and the State Council issued the Opinions of the CPC Central Committee and the State Council on Promoting Key Tasks of Rural Revitalization by 2022 (hereinafter referred to as “the Opinions”), which is the 19th No. 1 Document of the Central Committee to guide the work related to agriculture, rural areas and farmers since the new century. The Opinions set priorities for comprehensively promoting rural vitalization by 2022, and specified two bottom-line tasks: ensuring national food security and preventing large-scale return to poverty; key tasks in three aspects: rural development, rural construction, rural 12 深圳市深粮控股股份有限公司 2022 年年度报告全文 governance; promoting the realization of “two news”: new progress in rural revitalization and new steps in agricultural and rural modernization. In terms of ensuring national food security, the No. 1 Document of the Central Committee for 2022 prioritized grain production and the supply of important agricultural products, and emphasized on the necessity to maintain cultivated land, stabilize output and adjust the structure. The Opinions emphasized “implementing the ‘tooth’ hard measures for the protection of cultivated land and strictly maintaining the red line of cultivated land of 1.8 billion mu”. On the basis of the joint responsibility of the Party and government for food security proposed in No.1 Document for 2021, the joint responsibility of the Party and government for the protection of cultivated land and lifelong accountability were further proposed in No.2 Document for 2022. The Opinions pointed out to vigorously adjust and optimize the agricultural structure, expand the seeds of soybean, rape and other oil crops, and vigorously implement soybean and oil production capacity improvement projects. In October 2022, the Report of the 20th CPC 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 CPC National Congress, which provides fundamental guidelines for the work of agriculture, rural areas and farmers on the new journey in the new era. The report made important arrangements for “consolidating the foundation of food security in all aspects, fully implementing the joint responsibility of the Party and government for food security, strictly maintaining the red line of cultivated land of 1.8 billion mu”, “ensuring that the rice bowls of Chinese people are firmly held in their own hands”, and “ensuring the security of food, energy resources, and important industrial and supply chains”. Next, we shall further implement the “grain storage in the land” and intensify the protection of cultivated land and farmland construction. We shall implement the strictest cultivated land 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. We shall improve and guarantee national laws and regulations for food security, fully implement the joint responsibility of the Party and government for food security, strictly perform assessment on the responsibility system for the protection of cultivated land and food security, and share the responsibility in major producing areas, major marketing areas and production-marketing balanced areas. We shall strengthen the construction of functional grain production areas, take multiple measures at the same time to promote stable and increased grain production, and keep annual grain output above 650 million tons. We shall implement the concept of big food and develop 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 manufacturing business, leasing and commerce service business. The wholesale and retail business are mainly rice, wheat, rice in the husk, corn, sorghum, cooking oil and other varieties of grain and oil as well as the sales of fine tea, beverage and condiment. During the reporting period, the company overcame many adverse factors such as decline in market demand and fluctuation of grain price, took multiple measures to ensure supply and stable supply, and continued to optimize the products, strengthen the 13 深圳市深粮控股股份有限公司 2022 年年度报告全文 brand and expand the market. Mainly supplied wheat, rice, corn, barley, sorghum and other raw grain to customers such 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 and products include “Jinchangman”, “Yingshanhong” and “Hongli” series bread flour; “Clivia” and “Canna” series tailored 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 products include brands such as “Shenliang Fuxi”, “Shenliang Jinxi” and “Youtian” etc. Tea brands mainly include “Ju Fang Yong” 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 are mainly “Sanjing” oyster sauce and sauces. Several brands have formed product series, including “SZCH Yushuiqing” 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 the launch 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 and management, business operation management services for all kinds of clients in the upstream and downstream of the industrial chain, by using the advantage of brand reputation, operation service capacity and facility technology that accumulated in field of grain and oil market. Dongguan smart gain logistics complex is a comprehensive grain 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 Chain provides cold chain of food storage and distribution services to the customers, and Shenliang Property is a professional assets management platform enterprise. III. Core Competitiveness Analysis The company enhances the endogenous power by deepening reform, strengthens the “extensive” development by innovation 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 through self-innovation, and become a highly competitive, innovative and influential”ten billion” backbone grain enterprise 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 pragmatic spirit. Combined with the actual development of the Company, formulated a set of effective mechanisms to 14 深圳市深粮控股股份有限公司 2022 年年度报告全文 promote the quality and efficiency of business development. The company vigorously promotes the innovation and transformation 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 and control”. In business control, through the own information management system, realizes a seamless link between the “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 the market 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 talent training mechanism to creates a high-quality talent supply chain, the company has established an open talent team to meet the long-term development of enterprises and reserve intelligence for the enterprise upgrading and development. The company has innovated and implemented the EVA performance appraisal mechanism and established a result-oriented incentive and restraint assessment mechanism which effectively built the performance culture and stimulated the viability within the enterprise. The company insists on cultivating and advocating the corporate 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 cohesiveness and centripetal force of the enterprise. (2) Business model The company deeply engages in segmenting the target market, provides diversified product supply services for customers in different areas of the industry chain, establishes a multi-level product supply network covering online and offline, and realizes the transformation of product supply to “remoteness, intelligentization, and self-service”. In terms of grain and oil trading services, the bulk commodity trading platform www.zglsjy.com.cn created 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 of e-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 platforms such as Tmall and Jingdong Mall so as to promote the deep integration of online and offline e-commerce platforms. In terms of group meal supply, its subsidiary SZCH Beige has established a one-stop distribution service platform serving large end customers, providing high-quality and safe smart group meal food services for group users such as enterprises, schools, and government institutions. In terms of comprehensive tea drinking services, its subsidiary Shenbao Investment has launched a micro-complex “Cha Mi Xiang Qi” with a combination 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 modern technological means, and actively introduces new-generation information technologies such as the Internet of Things, cloud computing, big data, and mobile Internet into grain management, forming an information system that can cover the entire industrial chain of the grain industry, and promoting the “Internet + Grain” industry 15 深圳市深粮控股股份有限公司 2022 年年度报告全文 development. The company’s informatization construction capability is at the leading level in the grain reserves industry, 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 grain management model, led the development direction of the grain industry, and became a benchmark for the national grain industry. The project was awarded the “National IoT Major Application Demonstration Project” by the National Development and Reform Commission and the Ministry of Finance. The company has undertaken a number 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 operating normally. (4) R&D capabilities The company has strong research and development capabilities in the field of food and beverage, and gathers leading technological advantages and equipment systems. The subsidiary Shenbao Huacheng owns the Jiangxi provincial enterprise technology center, Shenzhen municipal research and development center (technology center) and Shenzhen plant deep processing technology engineering laboratory and have obtained national high-tech enterprise certification. And also owns a number of patented technologies for tea powder, tea concentrated juice and plant extraction independently researched and developed, published dozens of scientific papers, and won a number of awards such as Science and Technology Progress Award of the Ministry of Agriculture, Shennong Chinese Agricultural Science & Technology Award of the Chines Society of Agriculture, Science & Technology Achievement Award of Chinese Academy of Agricultural Sciences, Science and Technology Award of China National Light Industry Council, Zhejiang Science and Technology Award, Jiangxi Science and Technology Progress Award and Shenzhen Science & Technology Progress Award, etc., presided over or participated in the preparation of a national standards “GBT 21733-2008 Tea Beverages” and two industry standards, i.e. “Tea Concentrates 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, a supporting unit of Hubei Food Fermentation Engineering Technology Research Center, a key backbone enterprise in the national biological fermentation industry, a unit undertaking national agricultural transfer funds, innovation funds, and major key projects, and has participated in drafting a number of national standards, industry development plans and related policies, and has published dozens of papers, monographs, and has a number of national patents for invention. (5) Quality control The company implements grain and oil quality standards that are higher than national standards. The subordinate Shenliang Quality Inspection has the leading grain and oil quality inspection technology and equipment in the domestic grain industry, and is included in the national grain quality supervision and inspection system. It was awarded the “Guangdong Shenzhen National Grain Quality Monitoring Station” by the State Administration of Grain 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 16 深圳市深粮控股股份有限公司 2022 年年度报告全文 testing capability items. Shenliang Quality Inspection lists pesticide residues, heavy metal pollutants, fungal toxins and other hygiene indicators as well as food taste indicators in the daily inspection indicators. It has the ability to detect four types of indicators of generic quality, storage quality, food security & quality and other four types of indicators of testing capacity. The detection capability can meet the relevant quality detection requirements of grain and oil products, and can accurately analyze the nutritional composition and hygienic indicators of the grain and determine its storage and edible quality. It has created the “digital laboratory” in the grain industry, real-time monitoring of the entire process of cuttings, testing, distribution, etc., relying on collaborative 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. Its subsidiary Shenbao Huacheng Company has established a quality control system recognized by large international food and beverage companies, and has successfully passed the quality certification of global suppliers of Coca-Cola, Lipton, Kraft, Suntory, and Nestlé. Subsidiary Wuhan Jiacheng Company’s series of products have passed the certification of European Organic Products (EOP), US National Organic Program and other relevant system certification, and also obtained the product registration certificate of Russian red currant and special registration 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 & Oil Group”, “China Top Ten Grain and Oil Groups”, “China Top 100 Grain and Oil Enterprises”, “National Leading Enterprise Supporting Grain and Oil Industrialization”, “National Quality Benchmark” and “Top 10 Food Digital Technology Applications”. It has been selected as one of the “First Batch of National Emergency Food Security Enterprises”, “Top 100 Agricultural Industrialized Head Enterprises in China”, “Top 10 Head Enterprise in the Grain 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 excellent public brands, rely on quality to win recognition, reputation and market share, and form a series of high-quality grain and oil products centered on China Good Grain and Oil, Shenzhen Well-known Brands, and Shenzhen Products. 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 “14th Five-Year Plan”. Facing complex domestic and international situations, the company closely focused on the strategic goal of “building a high-quality service provider of smart grain, oil and food supply chain”, adhered to the general principle of seeking progress while keeping performance stable, proactively served and integrated into the new development pattern of food security, deepened reform and 17 深圳市深粮控股股份有限公司 2022 年年度报告全文 innovation, strengthened the coordinated support of the whole chain of production, purchase, storage, processing and marketing, consolidated the stability of supply chain, attached importance to both quantity and quality, and worked 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 profit attributable 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 indicators exceeding expectations. The new seal-railway multimodal container or road-sea multimodal container has been adopted to reduce grain loss, shorten transportation time, connect the channel of “grain from the North to the south”, and further strengthen the chain of “production, purchase, storage, processing and marketing” of grain, oil and food. Dongguan grain logistics nodes focus on both construction and operation. Shenzhen Cereals Logistics Building has been officially put into operation, A1 horizontal warehouse has been accepted and put into operation, A2 and A3 plots have obtained the construction licenses and the construction has been promoted in order. The port operation licenses of No.1 and No.2 berths have been obtained, and the construction of No.3 berth has been commenced. (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 deep integration of the Party’s leadership and corporate governance, standardized the authorized management of the board of directors of the company and its subsidiaries, and fully implemented the tenure system and contractual management of managers. The company carried out competition for management, continuously improved the scientific and technological innovation ability and digital development level, and systematically improved the enterprise management level. The company has been awarded Grade A in the second round assessment of three-year action for state-owned enterprise reform in Shenzhen, and the National “Double Hundred Enterprise Benchmark” 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 new generation of information technology in the grain industry, continued to strengthen information construction, and constantly improved the overall information level. Built a quality archive digital system to strengthen food quality and 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 improved food quality traceability ability, and effectively guaranteed food security; carried out flour digital production 18 深圳市深粮控股股份有限公司 2022 年年度报告全文 construction project, promoted flexible production by digital means, and realized effective digital application in flour production management; carried out a number of information construction projects, signed cooperation framework 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 revision of major national projects and national standards, local standards and organization standards. In 2022, the company participated in the formulation and revision of 10 standards, among which 5 standards have been officially issued and enforced in 2022; steadily promoted the national food and material reserve skills master studio project “Reserve Rice Quality Control and Traceability Studio”; participated in the national key research and development plan “Food Safety Key Technology Research and Development”, the key special project “Food Spoilage and Mildew Intelligent Real-time Monitoring and Alarm, Traceability Technology Application Demonstration” and the project of National Food and Strategic Reserves Administration “Quality Wheat for Bread Quality Analysis Index System Research and Wheat Quality Inspection Analysis”. The third was to strengthen internal control and management.The company deepened the implementation of six-in-one “big risk control” management mechanism integrating “risk management + internal control and management + legal compliance + audit + production safety + quality safety”, and promoted the full coverage of independent evaluation and risk assessment of subordinate enterprises; dealt with problems left over from the past by 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 and administration according to law, and effectively implemented the security and confidentiality work; strengthened the cost control in the whole process of projects, and the total reduction rate of project cost was 6.98%; improved the 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 formulated and issued Brand Building Report (Brand Improvement Management Plan) of SZCH, which provided strong basis and guidance for the brand building and development, and effectively promoted the sustainable and high-quality development 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”; Flour Company and SZCH Big Kitchen were awarded the title of “Enterprise with Outstanding Contribution to Agricultural Products Support”; SZCH Big Kitchen was awarded municipal AAA level enterprise of quality safety and standard management of agricultural products and selected into the 11th batch of “National Credible Grain and Oil Demonstration Enterprises”; SZCH Food won the first prize in the essay category of the National Final of the 10th “National Brand Story Competition”; Shenbao Huacheng was awarded the title of the 12th “Shenzhen Time-honored Brand”; Wuhan Jiacheng won the first batch of innovative small and medium-sized enterprises in Hubei Province. 19 深圳市深粮控股股份有限公司 2022 年年度报告全文 2. Revenue(Income) and cost (1) Component of operating revenue Unit: RMB/CNY 2022 2021 Ratio in Ratio in Increase/decrease Amount operating Amount operating y-o-y (+,-) revenue 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 998,700,581.84 12.01% 1,003,311,609.05 9.90% -0.46% services Manufacturing 835,740,649.78 10.06% 772,015,884.85 7.61% 8.25% According to products Grain & oil trading and 7,060,875,537.13 84.94% 8,898,880,048.64 87.76% -20.65% processing Grain & oil storage 914,687,968.81 11.00% 883,450,005.50 8.71% 3.54% logistics and services Food, beverage and tea 253,146,939.22 3.05% 237,372,052.42 2.34% 6.65% processing 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 revenue or operating profit of the Company Applicable □Not applicable Unit: RMB/CNY Increase/decr Gross Increase/decrea Increase/decrea ease of gross Operating revenue Operating cost profit se of operating se of operating profit ratio ratio revenue y-o-y cost y-o-y y-o-y According to industries 20 深圳市深粮控股股份有限公司 2022 年年度报告全文 Wholesale and 6,478,281,826.57 6,080,180,348.76 6.15% -22.55% -22.33% -0.26% retail According to products Grain & oil trading and 7,060,875,537.13 6,639,166,623.24 5.97% -20.65% -20.66% 0.00% processing 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 business data 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 Increase/decrease Industries Item Unit 2022 2021 y-o-y (+,-) Sales volume Ton 2,187,056.83 3,195,514.47 -31.56% Wholesale and Output retail 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 market demand, 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 up to the current reporting period □ Applicable Not applicable (5) Component of operation cost Classification of industries and products Unit: RMB/CNY 2022 2021 Increase/decr Amount Ratio in Amount Ratio in Industries Item ease y-o-y operation operation cost (+,-) cost 21 深圳市深粮控股股份有限公司 2022 年年度报告全文 Wholesale and Raw 6,080,180,348.76 84.77% 7,828,435,792.29 88.36% -22.33% retail materials Explanation The main business income of the company is from grain and oil trade and reserve services, and the corresponding cost expenditure is mainly the procurement cost of grain and oil trade. (6) Whether changes in the scope of consolidation in reporting period Yes □No In this period, Zhenpin Market Operation Technology Co., Ltd. and Shenliang Hongli Grain and Oil (Shenzhen) Co., Ltd. were newly established. The company lost its control right over Hangzhou Ju Fang Yong Trading Co., Ltd. as the latter was transferred to the designated manager 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. (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% 22 深圳市深粮控股股份有限公司 2022 年年度报告全文 Proportion in total annual purchase amount from related purchase 0.00% among top five suppliers 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 Increase/decreas 2022 2021 Note of major changes e y-o-y (+,-) As market demand reduced due to the high fluctuations in grain and oil prices and other factors, the Sales expenses 175,760,616.70 250,216,473.67 -29.76% company’s grain and oil trade revenue has decreased, and related sales expenses have decreased year-on-year. Administration 280,557,640.12 300,735,585.34 -6.71% expenses 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 Expected impact on the Projects Purpose Progress Goals to be achieved future development of the Company By opening up information Realize strict inspection Strengthen grain quality SZCH quality archive channels in key links such as and supervision of grain control and traceability Completed digital system grain procurement, sales, warehousing, storage inspection, meet the storage and quality inspection, and ex-warehouse, and requirements of external 23 深圳市深粮控股股份有限公司 2022 年年度报告全文 learn about the quality and improve the traceability supervision and storage of grain in time. ability of grain quality. inspection, and effectively ensure food security. By creating management Strengthen contract risk modules related to control and supervision Improve the digital level supplier/customer management, management, and of contract management SZCH contract digital contract signing management, realize automatic early Completed and realize the whole management system contract execution supervision warning and intelligent process and life cycle and statistical evaluation, fully calculation of contract management of contract. improve contract digital management. supervision ability and level. By improving and optimizing Optimize the Strengthen enterprise the national reserve grain depot information display of data resource management and inventory reserve grain depot, and management, dynamic and real-time data seamlessly connect with SZCH “One enterprise, development and display function, further the "smart state-owned one screen” utilization, and make full upgrade and improve the "one Completed assets center screen" management system use of big data to reflect enterprise, one screen" system. system of the municipal (Phase III) the comprehensive State-owned Assets operation status and Supervision and development trend of the Administration company. Commission. By upgrading and improving the Strengthen company functional module of account fund management, Improve the overall SZCH account declaration management improve user financial work efficiency management system system, realize interconnection Completed experience, and of the company, and (Phase II) between the account system, strengthen internal risk achieve full coverage of CBS fund management system control. online fund control. and EAS system. By conducting interface Improve the operation Realize vertical integration, improve data efficiency of business connection between transmission time efficiency system and meet the superiors and between systems, and solve information subordinates, horizontal SZCH supply chain untimely system data construction integration between system interface synchronization. Completed requirements of business and financial integration project comprehensive modules, and promote management and the transformation of control. business model and the improvement of management quality. By collecting and making Improve the Further enhance brand statistics of company trademark comprehensive value and lay a good data, avoid risks of trademark utilization level of foundation for the SZCH brand digital registration, rejection and trademark resources, subsequent cultivation Completed management platform infringement, and improve the and empower company and development of standardization and brand asset dominant brands. systematization of company management. trademark management. Through the functions of Strengthen Strengthen the process development project comprehensive control of investment information management, supervision over projects, and realize the SZCH investment annual investment budget investment projects and collection and recording Completed management system management, monthly achieve standardized of relevant information investment progress filling, and refined investment and data in the whole life improve the efficiency of management. cycle of investment investment project management. projects. 24 深圳市深粮控股股份有限公司 2022 年年度报告全文 By upgrading and reforming Highlight enterprise Strengthen the SZCH Cloud APP, optimize the management and comprehensive functions of enterprise operation services, intuitively development and data analysis, inventory data show the industry utilization of data analysis, grain depot operation characteristics of resources, and build a SZCH cloud 2.0 analysis, and improve Completed enterprise and cloud platform for project management efficiency and management overview, enterprise service level. and reduce management comprehensive operation costs. 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 0.70% 0.84% -0.14% operation revenue Capitalization of R&D 0.00 0.00 0.00% investment (RMB) Ratio of capitalization of R&D investment in R&D 0.00% 0.00% 0.00% investment 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 with that of last year □ Applicable Not applicable Describe reason for the great change in R&D investment capitalization rate and relevant rationality. 25 深圳市深粮控股股份有限公司 2022 年年度报告全文 □ Applicable Not applicable 5. Cash flow Unit: RMB/CNY Increase/decrease y-o-y Item 2022 2021 (+,-) Subtotal of cash inflow from 8,994,941,611.03 11,397,219,997.66 -21.08% operation activity Subtotal of cash outflow from 8,463,052,844.39 10,956,823,968.12 -22.76% operation activity Net cash flow arising from 531,888,766.64 440,396,029.54 20.78% operating activities Subtotal of cash inflow from 1,289,883,392.34 517,815,659.81 149.10% investment activity Subtotal of cash outflow from 1,304,661,803.05 1,061,777,870.59 22.88% investment activity Net cash flow from investment -14,778,410.71 -543,962,210.78 -97.28% activity Subtotal of cash inflow from 3,643,844,014.55 3,191,992,562.34 14.16% financing activity Subtotal of cash outflow from 4,157,396,506.10 3,229,400,452.40 28.74% financing activity Net cash flow arising from -513,552,491.55 -37,407,890.06 1,272.85% financing activity Net increased amount of cash and 3,725,389.06 -141,124,145.74 -102.64% cash equivalent 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, mainly because the company’s grain and oil trade revenue decreased, resulting in a decrease in cash inflow, as the market demand reduced due 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, mainly because the company’s grain and oil trade revenue decreased, and related procurement expenses decreased, resulting in a decrease in cash 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, mainly because there were more financial products purchased by the company with idle funds redeemed upon maturity compared to the same 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 26 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Mainly financial management income and recognition of Investment income 2,229,228.54 0.47% Unsustainable investment income from associated enterprises Gains/losses of fair 18,546.91 0.00% Unsustainable value variation Mainly due to provision for Asset impairment -142,507,365.87 -30.26% Unsustainable inventory depreciation Mainly to confirm the income Non-operating 7,995,011.97 1.70% from liquidated damages for Unsustainable income operating contracts Non-operating 985,871.48 0.21% Unsustainable expense VI. Analysis of assets and liabilities 1. Major changes of assets component Unit: RMB/CNY Year-end of 2022 Year-begin of 2022 Ratio in Ratio Ratio Notes of major changes Amount total Amount in total changes assets assets Monetary fund 54,103,771.00 0.73% 50,409,923.65 0.66% 0.07% Account 236,829,100.95 3.18% 283,047,341.62 3.69% -0.51% receivable 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 217,137,461.76 2.92% 233,096,698.49 3.04% -0.12% estate Long-term 70,676,534.63 0.95% 73,490,443.49 0.96% -0.01% 27 深圳市深粮控股股份有限公司 2022 年年度报告全文 equity investment Fix assets 2,141,336,538.86 28.78% 2,127,831,149.19 27.74% 1.04% Construction in 186,884,912.13 2.51% 207,946,539.97 2.71% -0.20% progress Right-of-use 78,304,838.28 1.05% 97,648,674.06 1.27% -0.22% assets Mainly due to increase in Short-term 1,192,211,087.37 16.02% 504,766,782.25 6.58% 9.44% operating loans during the loans current period. Contract 110,177,908.96 1.48% 182,972,314.85 2.39% -0.91% liability Mainly due to the company’s Long-term 0.00 0.00% 730,521,692.22 9.52% -9.52% repayment of long-term loans 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 Accum ulative Devalua Changes of Amou change tion of Amount at the fair value Amount of nt of Other s of fair withdra Amount in the end Item beginning gains/losses purchase in the sale in chang value wing in of period period in this period the es reckon the period period ed into period equity Financial assets 1.Tradable financial assets 164,69 (excluding 211,060,770.50 307,033.09 1,150. 46,676,652.91 derivative 68 financial assets) Subtotal of 211,060,770.50 307,033.09 164,69 46,676,652.91 28 深圳市深粮控股股份有限公司 2022 年年度报告全文 financial 1,150. 68 assets Other non-current 57,500.00 57,500.00 financial assets Aforementi 164,69 211,118,270.50 307,033.09 0.00 0.00 0.00 1,150. 0.00 46,734,152.91 oned total 68 Financial 0.00 288,486.18 288,486.18 liabilities Other change N/A Are 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 Reasons for restriction period-end Monetary fund Guarantee deposit, credit deposit, etc. 1,008,301.74 Total 1,008,301.74 VII. Investment analysis 1. Overall situation Applicable □ Not applicable Investment in the same period of last Investment in reporting period (RMB) Changes (+,-) year (RMB) 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 29 深圳市深粮控股股份有限公司 2022 年年度报告全文 4. Financial assets investment (1) Securities investment Applicable □ Not applicable Unit: RMB/CNY Chan ges in Profit Book Cumu Acco fair Curre and Book Short value lative Curre Variet Code Initial unting value nt loss value Acco Capita form at the fair nt y of of invest measu of the purch in the at the unting l of begin value sales securi securi ment remen curren ase Repor end of subjec Sourc securit ning chang amou ties ties cost t t amou ting the t e ies of the es in nt model profit nt Perio period period equity and d loss Dome Fair Trada stic Debt value 1,228, ble and 00001 Zhong 921,0 307,0 307,0 resche 0.00 measu 0.00 0.00 0.00 132.3 financ overs 7 hua-A 99.27 33.09 33.09 duled remen 6 ial eas shares ts assets stock 1,228, 921,0 307,0 307,0 Total 0.00 -- 0.00 0.00 0.00 132.3 -- -- 99.27 33.09 33.09 6 (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. 30 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Main Register Total Operating Operating Type Net assets Net profit name business capital assets revenue profit Grain & Shenzhen oil trading 7,583,202, 4,105,190, 7,862,449, 345,968,01 300,128,20 Cereals processing, 1,530,000, Subsidiary 822.83 987.33 432.51 0.05 4.88 Group Co., grain and 000 Ltd oil reserve service Shenzhen Hualian Grain & 100,000,00 1,351,456, 275,992,36 1,835,298, 128,094,93 107,407,97 Grain and Subsidiary oil trading 0 191.58 9.89 577.12 8.83 9.45 Oil Trading Co., Ltd. Grain & Shenzhen oil trading 934,188,81 143,123,06 1,910,558, 76,227,544 61,325,794 Flour Co., Subsidiary 30,000,000 and 1.16 7.28 487.99 .95 .55 Ltd processing Grain & Dongguan oil trading Shenliang processing, 298,000,00 2,621,909, 374,436,56 2,177,945, 59,517,361 44,856,441 Subsidiary Logistics warehouse, 0.00 269.72 6.56 414.70 .09 .02 Co., Ltd. and logistics Particular about subsidiaries obtained or disposed in reporting period Applicable □ Not applicable The way of getting and treating Influence on overall product and Company name subsidiary in the reporting performance Transferred to the designated No substantial operation, with administrator of the court due to minimal impact on overall Hangzhou Ju Fang Yong Trading Co., Ltd. bankruptcy liquidation production, operation, and performance 31 深圳市深粮控股股份有限公司 2022 年年度报告全文 Explanation on main holding/stock-jointly enterprise: Shenzhen Cereals Group Co., Ltd: Business scope: general business items: grain and oil purchase and sales, grain and oil storage; grain and oil and products management and processing (operated by branches); operation and processing of feed (operated by outsourcing); investment in grain and oil, feed logistics projects; establishing grain 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 management services 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 approval documents 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 of the end of current period, total assets reached 7,583,202,822.83 yuan, and net assets amounted to 4,105,190,987.33 yuan, and shareholders’ equity attributable to parent company was 3,883,239,775.98 yuan; in the reporting period, the operation revenue, net profit and net profit attributable to shareholder of parent company were 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 approval before 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 after obtaining permission); online feed sales; information consultation, self-owned housing leasing (excluding talent agency services and other restricted items); international freight forwarding, domestic freight forwarding (can only be operated after being approved by the transport department if laws, administrative regulations, State Council decision require the approval of transport department); Licensed business items: following items shall be operated 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 information service business only). Register capital is 100,000,000.00 yuan. As of the end of current period, total assets reached 1,351,456,191.58 yuan, and net assets amounted to 275,992,369.89 yuan, and shareholders’ equity attributable to parent company was 248,258,239.74 yuan; in the reporting period, the operation revenue, net profit and net profit attributable to shareholder of parent company were 1,835,298,577.12 yuan, 107,407,979.45 yuan and 107,370,535.97 yuan respectively. Shenzhen Flour Co., Ltd: Business scope: general business items: hardware and electrical equipment, chemical products (excluding hazardous chemicals and restricted items), auto parts, purchase and sales of construction materials; self-operated import and export business (carry out according to the provisions of the registration certificate 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 relevant examination 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, 32 深圳市深粮控股股份有限公司 2022 年年度报告全文 and net assets amounted to 143,123,067.28 yuan, and shareholders’ equity attributable to parent company was 143,123,067.28 yuan; in the reporting period, the operation revenue, net profit and net profit attributable to shareholder of parent company were 1,910,558,487.99 yuan, 61,325,794.55 yuan and 61,325,794.55 yuan respectively. Dongguan Shenliang Logistics Co., Ltd. Business scope: General business items: Container and bulk cargo storage 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; Internet Information Services; Technical services for grain, oil, and feed quality inspection; hotel management; Industrial investment; Market operation management; Supply chain management services; International freight forwarding, domestic freight forwarding; Customs declaration agency and inspection agency; Property management and leasing; Import and export of goods and technology. Projects that require approval according to law can only be operated with the approval of relevant departments. Its registered capital is 2,980,000.00 yuan. As of the end of the reporting period, the total assets reached 2,621,909,269.72 yuan, the net assets amounted to 374,436,566.56 yuan, and the equity attributable to the shareholders of the parent company was 374,436,566.56 yuan; During the reporting period, the operating income, the net profit and the net profit attributable to the parent company were 2,177,945,414.70 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 industry At present, the domestic grain and oil trade, processing, and logistics industries are full-circulation sectors, with high degree of marketization, numerous participating companies and fierce competition. Central enterprises and large local grain enterprises have relatively complete warehousing and logistics facilities, and enjoy a number of national policies; in recent years, a large number of outstanding national and regional private grain enterprises have come to the fore; with the development of China’s grain marketization, foreign grain enterprises have emerged in our country’s grain market, and further intensified the competition in the grain and oil industry by relying on abundant resources, strong financial strength and mature management experience. The grain industry in Shenzhen is developing vigorously, there are many grain and oil processing enterprises with a certain scale and many small and medium-sized enterprises in the area, with the advancement of the “dual-zone construction”, the population of cities in the Pearl River Delta has increased, and people’s living standards have improved, the competition in the food market is orderly and unprecedentedly fierce. 33 深圳市深粮控股股份有限公司 2022 年年度报告全文 (ii) The company’s development strategy During the 14th Five-Year Plan, the Company will focus on the main business of grain, oil and food, conform to the country’s new development requirements for the grain industry, i.e. “agriculture head and industry tail”, “grain head and food tail”, “three chains integration”, etc., seize the major historical opportunities of current significant historical opportunities such as the construction of the Guangdong - Hong Kong - Macao Greater Bay Area and the 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 national first-class “smart grain, oil and food supply chain quality service providers”. (iii) Operation plan for year of 2023 In 2023, SZCH will continue to adhere to the general principle for industrial development of “agriculture head and industry 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 business goals. Focus on the following tasks: 1.Adhere to the guidance of Party construction and strengthen political supervision. The company will continue to study and implement the spirits of the 20th CPC National Congress, effectively transform them into a powerful force guiding practice and promoting company development, innovate ideas and measures, improve the system and 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 adverse effects 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 chain catering and industrial rice, expanding e-commerce and preferential group buying. Combined with the development goal of industrial chain extension, continue to search for and study emerging industries in strong synergy with the company. 3.Optimize variety structure and shoulder the heavy task of food security. The company will further optimize the variety structure and regional distribution of grain and oil, and expand the guarantee and supply channels of high-quality finished grain in Shenzhen; actively promote the renovation and expansion project of municipal warehouses, cooperate with the construction of Shenzhen-Shantou grain reserve depot project, and improve the efficiency and distribution capacity of emergency grain logistics; continue to enhance hard power and give full play 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 steadily implement the strategic path of "one chain and two parks", focus on "extending industrial chain and building supply 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 focus on the construction of Northeast Grain Source Base, Dongguan grain logistics nodes, Pinghu Warehouse 34 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 carry out 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, integration and synergy of enterprise reform. 6.Strengthen risk prevention and strictly observe compliance bottom line. The company will make efforts to deal with the relationship between increased storage and shortage of storage capacity, fund balance, market supply and demand, and price fluctuation, strengthen internal control management and external supervision, establish a fund control 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 has become the industry’s number one risk, consumers' attention to food safety and cleanliness is rapidly increasing in the 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 strictly implement laws and regulations related to national food safety, and assume the social responsibility of supplying high-quality and safe food to the market. The second is to strengthen the quality of raw materials and strengthen quality control from the source. The third is to strengthen production management, standardize production operations, and implement quality responsibilities. The fourth is to strengthen staff's operating skills and safety awareness training to prevent product quality accidents caused by non-standard operations or weak food safety awareness. The fifth is to continuously improve product quality assurance level through technological transformation and technological progress. The sixth is to strengthen product transportation and storage management 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 currencies in the world, the speculative nature and hedging preferences of capital will cause social funds to flow into the bulk commodity sector, which will lead to violent fluctuations in domestic and foreign bulk commodity prices. On the other hand, most countries’ controls on the export of agricultural products will have a major impact on prices; at the 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 operations through measures such as strengthening market forecasts, establishing strategic cooperation, optimizing supply management, and using refined management to improve utilization. 35 深圳市深粮控股股份有限公司 2022 年年度报告全文 3. Risk of intensified market competition As a representative enterprise of regional grain, oil and food business, compared with central enterprises and large multinational grain, oil and food enterprises, the company still has a certain gap in scale and brand awareness. In the future, the competition in the grain, oil and food industry will become more intense, if the company cannot effectively promote its own brand and broaden its marketing channels, it may face greater risks when market competition intensifies. In response to possible market and business risks, on the one hand, the company makes overall plans for annual procurement, 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 downstream customers in the industry chain, vigorously expands sales channels, focuses on customer needs, deepens brand and service, 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 the M&A project can form synergy with the original business and whether the integration of corporate culture and management methods is in place during the critical period of integration of mergers and acquisitions are the key to the realization of the company’s strategic goals. Inadequate management and control can easily lead to merger and acquisition risks. The company will take the following measures to prevent risks: the first is to pay attention to the operation of the merged company and the integrating degree with the company’s development strategy, and correct deviations in a timely manner; the second is to pay attention to the synergy between the merged company and the company’s existing industry, and coordinate the deployment of resources in a timely manner; the third is to gradually realize the integration of systems and cultures; the fourth is to increase performance improvement and innovation incentives and assessments for mergers and acquisitions, and continuously adjust incentive policies that are compatible with operations. XII. Reception of research, communication and interview during the reporting period □ Applicable Not applicable Main content Reception Reception Reception Reception talked about Index of basic situation of Reception place object time mode Object and materials research type provided For details, please refer to the “Investor Shenzhen Stock Exchange’s 2021 annual Communication Record May 13, “Interactive Easy Platform” Written All Others performance 2022 http://irm.cninfo.com.cn inquiry investors Form of the Company's briefing Cloud Interview Program 2021 Annual Performance Explanation Meeting” 36 深圳市深粮控股股份有限公司 2022 年年度报告全文 disclosed on Juchao Website (www.cninfo. com. cn) on May 13, 2022 37 深圳市深粮控股股份有限公司 2022 年年度报告全文 Section IV Corporate Governance I. Corporate governance of the Company During the reporting period, the Company constantly improved the corporate governance structure, improved the quality of corporate governance, and established a sound internal control system, strictly in accordance with corporate governance requirements of normative documents released by the Company Law, Securities Law, Corporate Governance Guidelines and Standard Operational Guidelines to Main Board Listed Companies of Shenzhen Stock Exchange. The Company continued to carry out the governance activities, improved the standard operation 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 were clear. We strictly implemented the rules from the Articles of Association during the reporting period as well as work regulations and other basic management system to ensure the effective implementation of the internal control system. The Company received no relevant documents with administrative regulation concerned from regulatory authorities in reporting period, and has no particular about rectification within a time limit. From point of the Board, corporate governance of the Company shows no difference to requirement from relevant documents with actual condition. Is there any difference between the actual condition of corporate governance and relevant regulations about corporate governance for listed Company from CSRC? □ Yes No There are no differences between the actual condition of corporate governance and relevant regulations about corporate governance for listed Company from CSRC. II. Independence of the Company relative to controlling shareholder and the actual controller in ensuring the Company’s assets, personnel, finance, organization and businesses By 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, completely separates from the controlling shareholders in business, finance, personnel, assets, organizations, and has independent full business and self management ability. 1. Independent Business: The business of the Company is independent from controlling shareholders and has complete business and self management ability, and is not dependent on the shareholders and their affiliated enterprises, which has no competition with controlling shareholder and its subordinate enterprises. The controlling shareholder has no direct 38 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 personnel system and collective management system. General Manager of the Company as well as deputy GM, secretary of the Board, CFO and other senior executives receive remuneration from the Company, and don’t receive remuneration from shareholders’ unit and subordinate enterprises and holding the post except director or supervisor. 3. Independent Assets: The Company has independent and integrity asset structure; There is no situation where funds or assets of the company 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 mixed operation between the Company and controlling shareholders. 5. Financial Independence: The Company, with independent financial department, has set up independent accounting system and financial management system and makes financial decision independently. With independent bank accounts, and tax payment, the Company strictly follows the financial system and has independent operation and standardized management. III. Horizontal Competition □ Applicable Not applicable IV. Annual shareholders’ general meeting and extraordinary shareholders’ general meeting held during the reporting period 1. Annual General Meeting in the reporting period Ratio of Ordinal number of investor Type Date Date of disclosure Resolutions meeting participati on Resolutions of the Annual General Meeting of 2021 Annual General AGM 72.09% 2022-05-18 2021-05-19 (Notice No. 2022-15 ) Meeting of 2021 disclosed on Juchao Website(www.cninfo.com.c 39 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Numb Numbe Reaso er of r of Shares Other Shares ns for Start shares shares Worki End date held at chang held at increa Gend Ag dated of increas decreas Name Title ng of office period-be es period-e se or er e office ed in ed in status term gin (share nd decrea term this this (share) ) (share) se of period period shares (share) (share) Deputy Party Hu Curren Secretary 2019-02 2022-02 Xiangh tly in Male 58 0 0 0 0 0 - , -21 -21 ai office Director, GM Curren Lu Director, Fema 2021-08 2022-02 tly in 45 0 0 0 0 - Yuhe CFO le -02 -21 office Curren Fema 2018-05 2022-02 Ni Yue Director tly in 48 0 0 0 0 0 - le -15 -21 office Independ Curren Zhao 2019-02 2022-02 ent tly in Male 66 0 0 0 0 0 - Rubing -21 -21 director office Independ Curren Bi Fema 2019-02 2022-02 ent tly in 66 0 0 0 0 0 - Weimin le -21 -21 director office Independ Curren Liu 2019-02 2022-02 ent tly in Male 51 0 0 0 0 0 - Haifeng -21 -21 director office Secretary of Curren Wang Fema 2018-05 2022-02 Disciplin tly in 55 0 0 0 0 0 - Huimin le -15 -21 e office Committ 40 深圳市深粮控股股份有限公司 2022 年年度报告全文 ee, Chairma n of the board of supervis ors Curren Supervis 2019-02 2022-02 Liu Ji tly in Male 47 0 0 0 0 0 - or -21 -21 office Qian Curren Supervis Fema 2019-02 2022-02 Wenyin tly in 50 0 0 0 0 0 - or le -21 -21 g office Zheng Staff Curren 2019-02 2022-02 Shengq supervis tly in Male 55 0 0 0 0 0 - -21 -21 iao or office Ma Staff Curren 2019-02 2022-02 Zengha supervis tly in Male 58 0 0 0 0 0 - -21 -21 i or office Deputy Chen GM, Curren 2020-08 2022-02 Xiaohu Secretary tly in Male 56 0 0 0 0 0 - -24 -21 a of the office Board Curren Xiao Deputy 2020-02 2022-02 tly in Male 44 0 0 0 0 0 - Hui GM -28 -21 office Curren Deputy 2019-02 2022-02 Dai Bin tly in Male 58 0 0 0 0 0 - GM -21 -21 office Meng Curren Deputy 2019-09 2022-02 Xiaoxia tly in Male 50 0 0 0 0 0 - GM -11 -21 n office Secretary of the Zhu Party Junmin Office 2019-09 2022-02 Committ Male 58 0 0 0 0 0 - g leaving -11 -21 ee and Chairma n Deputy Lu Party Office 2019-02 2022-02 Qiguan Secretary Male 60 0 0 0 0 0 - leaving -21 -21 g , Director 41 深圳市深粮控股股份有限公司 2022 年年度报告全文 Wang Office 2018-05 2022-02 Director Male 61 0 0 0 0 0 Li leaving -15 -21 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. Wang Li. Since he has reached the statutory retirement age, Mr. Wang Li applied to resign from Director of the Company, and would no longer 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. Lu Qiguang. Since he has reached the statutory retirement age, Mr. Lu Qiguang applied to resign from Director of the Company and would 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 Pass way due Zhu Junming Chairman of the BOD Office leaving 2022-06-05 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) Director Mr. Hu Xianghai: born in 1964, master’s degree and a senior economist. He successively served as the lecturer of Shenzhen 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 office director of the Secretarial Shenzhen Association of Enterprise Management and Shenzhen Association of Chinese and Foreign Entrepreneurs; director of development dept. and director of the marketing management dept. of Shenzhen Special Economic Zone Duty-Free Commodity Enterprise Company; GM of Temian Electronic Technology 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 as the president of Shenzhen South Agricultural Products Logistics Co., Ltd. while take post as assistant to the deputy GM, and the president of Shenzhen Qianhai Agricultural Products Exchange Co., Ltd; deputy secretary of the party committee, director and GM of Shenzhen Cereals Group Co., Ltd. Now he serves as deputy secretary of the party committee, director and GM of the Company. 42 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 of VIEIN; Director and CFO of the Shenzhen Exhibition & Convention Center Management Co., Ltd., the Director and CFO of Shenzhen Tong Chan Group and CFO of Shenzhen Yinhu Convention Center (Hotel) Co., Ltd. Now she 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 ledger accountant in Shanghai Jingan Commercial & Trade Corporation; chief accounting in Shanghai Tailong Real Estate Co., Ltd.; finance officer in Shanghai Baodi Property Co., Ltd; chief accountant in Shanghai Ruian Real Estate 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 of the Company, Director of Shenzhen Food Materials Group Co., Ltd and Shenzhen Special Zone Construction Development Group Co., Ltd. Mr. Zhao Rubin: born in 1956, master’s degree and professor of engineering. He successively served as the director and secretary of Gezhouba Station for EHVDC transmission from Gezhouba to Shanghai; director of office and director of foreign affairs office of Gezhouba Hydro-power Plant; the secretary of party group and GM of Huaneng South Development Company; party secretary and GM of Huaneng Real Estate Development Company; Director, deputy president, deputy party secretary of Great Wall Securities; president of Jingshun Great Wall Fund Management Co., Ltd.; deputy president of Sunshine Insurance Assets Management Corporation Limited; 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 and Director 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 the Gezhouba Power Plant, assistant director and deputy director; deputy president and director of Three Gorges Finance Company; chief economist and supervisor of China Yangtze Power Co., Ltd.; deputy chief accountant of China Three Gorges Corporation, the member of investment committee and director of asset finance dept. As well as the director of enterprise management dept and legal affairs department. Now she serves as the independent director of the Company. Mr. Liu Haifeng: born in 1971, doctor’ degree and a lawyer. He successively served as director of legal department of Shenzhen Property Development (Group); the partner of Guangdong Xintong Laws Firm. Now he serves as independent director of the Company and first-level partner of Guangdong Hancheng Laws Firm. (ii) Supervisor 43 深圳市深粮控股股份有限公司 2022 年年度报告全文 Ms. Wang Huimin: born in 1967, master’s degree and an intermediate economist, senior HR manager and has a lawyer’s qualification. She successively served as a legal adviser for Shenzhen Construction Group Co., Ltd, an economist, chairman of the committee of female employees, manager of HR department in Shenzhen Construction 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 the board of supervisors of Shenzhen Cereals Group Co., Ltd. Now she serves as Secretary of Discipline Committee and 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 executive Board committee, GM of IT Engineering departmnet, GM of administrative department, GM of enterprise management department and GM of investment department of Shenzhen International Holdings Limited; non executive director of Shenzhen Expressway Co., ltd.; the supervisor of Shenzhen Cereals Group Co., Ltd. Now he is the supervisor of the Company; the executive director, deputy GM and secretary of the Board of Shenzhen Holdings 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 Certified Accountants (ACCA), and a senior economist. She successively served as the office translator, secretary and researcher of project investment office in Shenzhen Tagen Group Co., Ltd.; the assistant manager and manager of marketing department of Tagen Investment Development Co., Ltd., the director of office of the board and representative 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 successively served as member of the special representative office of the state audit administration in Guangzhou; deputy manager of accounting department of Hong Kong Yuehai Enterprise (Group) Co., Ltd; deputy GM of CTS Logistics; CFO of the AVSHD Technology Co., Ltd; the deputy director of finance department, deputy director of enterprise 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 Shenzhen Cereals Group Co., Ltd. Now he serves as the staff supervisor, deputy secretary of discipline inspection commission 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 as the general representative of Thailand project in Shenzhen Cereals Group Co., Ltd; president and GM of Shenzhen Hualian Grain & Oil Trade Co., ltd.; GM and secretary of the Party branch of Grease branch of Shenzhen 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. 44 深圳市深粮控股股份有限公司 2022 年年度报告全文 (iii) Senior executives Mr. Chen Xiaohua, born in 1966, holds a master’s degree and is an economic manager. He served successively as chief of the secretarial section, deputy director and director of the office of the board of directors, and secretary of the board, director, and vice president of Shenzhen Agricultural Products Group Co., Ltd., concurrently served as chairman of Guangxi Haijixing International Logistics Co., Ltd., chairman of Tianjin Haijixing Agricultural Products 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 business administration. He served as a staff member of the Personnel and Education Department, and a staff member, a deputy chief staff member, a chief staff member, deputy director, and director of the General Office of the People's Bank of China,; and the deputy head of the Nanshan District People’s Government. He currently serves as deputy general manager of the company. Mr. Dai Bin: born in 1964, master’s degree and a senior engineer. He successively served as counselor of Radio Engineering Department of Huazhong University of Technology and secretary of the Youth League Committee; an engineer and purchasing manager of Shenzhen Huada Electronic Co., Ltd; GM of Shenzhen Shengye Venture Electronics Co., Ltd; GM of Shenzhen Zhongnong E-commerce Co., Ltd; director of information, director and deputy GM of e-commerce center and executive director of Shenzhen Shenliang Doximi Business Co., Ltd. Now he 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 League School; 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 rights department; deputy director of Pingshan New Area Public Utilities Bureau and director of Planning and Land Supervision Bureau of Shenzhen; deputy secretary of Pingshan Working Committee and director of Pingshan Office, 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 of CHina. Now he serves as deputy GM of the Company. Post-holding in shareholding entities Applicable □ Not applicable Weather receiving Start dated of office End date of office Name Name of shareholding entities Position remuneration term term from shareholding 45 深圳市深粮控股股份有限公司 2022 年年度报告全文 entities(Y/N) Shenzhen Agricultural Products Wang Li Director 2018-09-17 2022-01-12 Y Group Co., Ltd Shenzhen Food Materials Group Ni Yue Director 2021-11-04 N Co., Ltd Explanation on post-holdin N/A g in shareholdin g entities Post-holding in other entities Applicable □ Not applicable Weather receiving Start dated of End date of office Name Name of other entities Position remuneration office term term from other entities Shenzhen Special Zone Ni Yue Construction Development Group Director 2021-11-04 N Co., Ltd. Zhao Independent Bosera Fund Management Co., Ltd. 2017-12-01 Y Rubing director Zhao Independent Southwest Securities Co., Ltd 2017-03-01 Y Rubing director First-level Liu Haifeng Guangdong Hancheng Laws Firm 2007-02-01 Y partner Executive director, Deputy Shenzhen Holdings Bay Area Liu Ji GM and 2018-04-01 Y Development Co., Ltd Secretary of the Board Director of Qian Shenzhen Metro Policy Research 2018-02-01 Y Wenying Office Explanation on post-holding in shareholding entities 46 深圳市深粮控股股份有限公司 2022 年年度报告全文 Punishment of securities regulatory authorities in recent three years to the Company’s current and outgoing directors, supervisors and senior 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, supervisors and senior executives During the reporting period, according to the Company Performance Management Measures, the remuneration and appraisal committee of the Company’s board of directors combined with the Company’s annual business situation and individual performance appraisal result and determined the salary of senior executives. During the reporting period, the subsidiary standard of independent directors is subject to the resolution by the Fifth Extraordinary 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 Whether Total remuneration Post-holding remuneration obtained Name Title Sex Age obtained from the status from related party of the Company Company Hu Deputy Party Secretary, Currently in Male 58 136.04 N Xianghai Director, GM office Currently in Lu Yuhe Director, CFO Female 45 50 Y office Currently in Ni Yue Director Female 48 15 Y office Zhao Currently in Independent director Male 66 13.8 N Rubing office Currently in Bi Weimin Independent director Female 66 13.8 N office Currently in Liu Haifeng Independent director Male 51 13.8 N office Secretary of Discipline Wang Currently in Committee, Chairman of Female 55 50 Y Huimin office the board of supervisors Currently in Liu Ji Supervisor Male 47 0 N office Qian Currently in Supervisor Female 50 0 N Wenying office 47 深圳市深粮控股股份有限公司 2022 年年度报告全文 Zheng Currently in Staff supervisor Male 55 108.16 N Shengqiao office Currently in Ma Zenghai Staff supervisor Male 58 101.53 N office Chen Deputy GM, Secretary of Currently in Male 56 126.18 N Xiaohua the Board office Currently in Xiao Hui Deputy GM Male 44 121.33 N office Currently in Dai Bin Deputy GM Male 58 125.79 N office Meng Currently in Deputy GM Male 50 121.63 N Xiaoxian office Former secretary of the Zhu party committee and Male 58 Office-leaving 40.77 Junming chairman of the BOD Former deputy secretary Lu Qiguang and of the party committee Male 60 Office-leaving 110.9 and director 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 “Resolution of the 20th meeting of 10th The 20th meeting of 10th session of the BOD” (Notice No.: 2022-03) 2022-03-30 2022-04-01 session of the BOD released on Juchao Website (www.cninfo.com.cn) on April 1, 2022 The “Resolution of the 21st meeting of 10th The 21st meeting of 10th session of the BOD” (Notice No.: 2022-07) 2022-04-24 2022-04-26 session of the BOD released on Juchao Website (www.cninfo.com.cn) on April 26, 2022 The “Resolution of the 22nd meeting of 10th The 22nd meeting of 10th session of the BOD” (Notice No.: 2022-18) 2022-08-03 2022-08-04 session of the BOD released on Juchao Website (www.cninfo.com.cn) on Aug. 4, 2022 The 23rd meeting of 10th The Resolution of the 23rd meeting of 10th 2022-08-24 2022-08-26 session of the BOD session of the BOD 48 深圳市深粮控股股份有限公司 2022 年年度报告全文 The 24th meeting of 10th The Resolution of the 24th meeting of 10th 2022-10-26 2022-10-28 session of the BOD session of the BOD The “Resolution of the 25th meeting of 10th The 25th meeting of 10th session of the BOD” (Notice No.: 2022-25) 2022-12-08 2022-12-10 session of the BOD 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 Times of Board Times of Absent the Times of meeting attending the Times of Meeting for Times of Times of attend the Director supposed to Board Meeting entrusted the second Presence Absence general attend in the by presence time in a row meeting reporting communication (Y/N) period 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 times Nil 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 49 深圳市深粮控股股份有限公司 2022 年年度报告全文 During the reporting period, independent directors of the Company were in strict accordance with provisions of Articles of Association, the Company Law, Guidance to Establishment of Independent Director System in Listed Companies 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, paid sustained attention to company’s operation, inspected and guided the operation and management work of the company from time to time, learned about internal control system, implementation progress of the equity investment 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 auditors and other matters occurred during the reporting period in time. Duties performance of independent directors has improved 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 Independent Directors” disclosed in www.cninfo.com.cn. VII. Performance of Duties by Specialized Committees under the Board Meeting in the Reporting Period Specific Number Important Other circumstances Committee of Date of comments and Members Meeting content performance of the name meetings meeting suggestions of duties objection (if held made applicable) Deliberated the Internal Control Evaluation Report of 2021; Work Report of Propose to the Internal Control renew the System of 2021; the appointment Financial Report of of BDO China 2021 and Financial Bi Shu Lun Pan Report of Q1 for Audit Weimin Certified 2022; the Summary Committee of Zhao 3 2022-04-24 Public - N/A Report on the Audit the Board Rubing Accountant Works of BDO China Lu Yuhe LLP as the Shu Lun Pan company’s Certified Public audit agency Accountant LLP for for the year the year 2021; and 2022 the Resolution on Renewing the Appointment of BDO China Shu Lun Pan 50 深圳市深粮控股股份有限公司 2022 年年度报告全文 Certified Public Accountant LLP as the Audit Agency of Company in 2022 Deliberated the 2022-08-24 Financial Report of - - N/A Semi-Annual of 2022 Deliberated the 2022-10-26 Financial Report of - - N/A Q3 for 2022 Senior executive’s debriefing, questioning and Zhao Remuneration review for year of Rubing, and Appraisal 2021; deliberated the Bi 1 2022-04-24 - - N/A Committee of Proposal on Weimin, the Board Remuneration of Ni Yue Directors and Senior Executives for year of 2021 Zhu Junming, Hu Deliberated the Strategy Xianghai, Management System Committee of 1 2022-04-24 - - N/A Zhao of Strategy Plan of the Board Rubing, the Company Liu Haifeng 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 period IX. Particulars of workforce 1. Number of Employees, Professional composition, Education background Employee in-post of the parent Company at period-end 114 (people) Employee in-post of main subsidiaries at period-end (people) 1,122 51 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 0 main subsidiaries (people) 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, and the performance-related pay was issued based on the actual situation of benefit and individual performance assessment results at the year-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” for reserve 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 position characteristics, developed targeted learning objectives according to the talent characteristics, and matched with training courses and empowerment programs. Through special talent training programs, the company continued to improve the professional quality of talents, complete the talent cultivation and development mechanism, provide talent guarantee for enhancing the core competitiveness and sustainable development of the company, and further strengthened the innovation-driven development and the implementation of the strategy of strengthening enterprise with talents. 52 深圳市深粮控股股份有限公司 2022 年年度报告全文 4. Labor outsourcing □ Applicable Not applicable X. Profit distribution plan and capitalizing of common reserves plan Formulation, Implementation and Adjustment of Profit Distribution Policy Especially Cash Dividend policy during the Reporting Period 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, and the 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 pay interim cash dividends; (3) The following conditions shall be met at the same time when the Company intends to implement cash dividends: 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 intends to invest, acquire assets, or purchase equipment in the next twelve months reach or exceed 30% of the company’s most 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 attributable profits realized in the year; and the company’s cumulative profits distributed in cash in the last 3 years should not be less than 30% of the annual average attributable profits realized in the last 3 years. Under the premise of ensuring the distribution of cash profits, the company can additionally adopt the method of stock dividend distribution for profit distribution; the company’s annual profit distribution amount shall not exceed the company’s accumulated undistributed profits at the end of the year, and shall not damage the company’s ability to continue operations; (5) The specific profit distribution plan shall be drawn up by the board of directors and submitted to the general meeting of shareholders for deliberation. The company provides a variety of ways to accept the recommendations and 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 in accordance with the Articles of Association, it shall be disclosed in the periodic report the reasons for not 53 深圳市深粮控股股份有限公司 2022 年年度报告全文 proposing a cash dividend plan in accordance with the Articles of Association, and the purpose of funds not used for dividends but retained by the company. The independent directors shall express independent opinions on this purpose. In addition to on-site meetings, the company shall also provide shareholders with an online voting platform 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 dividends distributed 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 a special resolution, while independent directors should express clear independent opinions; (9) The company provides multiple channels (telephone, fax, e-mail, interactive platform, etc.) to accept all shareholders’ suggestions and supervision on the company's dividends. The foreign exchange conversion rate of domestically-listed foreign share dividends is calculated based on the central parity rate of Hong Kong dollar against RMB announced by the People’s Bank of China on the first working 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 association and 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 and transparent. During the reporting period, the company’s profit distribution policy has not been adjusted or changed. Special explanation on cash dividend policy Satisfy regulations of General Meeting or requirement of Y Article of Association (Y/N): Well-defined and clearly dividend standards and proportion Y (Y/N): Completed relevant decision-making process and mechanism Y (Y/N): Independent directors perform duties completely and play a Y proper role (Y/N): Minority shareholders have opportunity to express opinions and demands totally and their legal rights are fully protected Y (Y/N): Condition and procedures are compliance and transparent Not applicable while the cash bonus policy adjusted or changed (Y/N): The Company gains profits in reporting period and the parent company has positive profit available for distribution to shareholders of 54 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 2.50 inclusive) 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 0.00 buy-backs) (RMB) 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 100% included) in total profit distribution 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 or other employee incentives □ Applicable Not applicable During the reporting period, the Company has no stock incentive plan, employee stock ownership plan or other employee incentives that have not been implemented. 55 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 relevant regulations of the China Securities Regulatory Commission and other relevant national laws and regulations, the company has established the general meeting of shareholders, the board of directors, the board of supervisors, the party committee, and managers. The board of directors consists of strategy committee, remuneration and appraisal committee, nominations committee and audit committee, clarified the responsibilities and authorities of decision-making, execution, and supervision, and formed a scientific and effective division of responsibilities and checks and balances mechanism, providing a good internal environment for the establishment and operation of the company’s internal control system. On the aspect of construction and implementation of the internal control system, the board of directors is responsible for the establishment, improvement and effective implementation of the internal control system, the board of supervisors supervises the establishment and implementation of the internal control system of the board of directors, and the managers are responsible for organizing the daily operation of the company’s internal control system, and the company’s risk management and internal audit department is specifically responsible for organizing and coordinating the establishment, implementation, evaluation and daily work of the internal control system. The company has established management systems and procedures in line with internal control management norms in the fields of organizational structure, development strategy, internal audit and supervision, human resources, social responsibility, corporate culture, capital management, procurement business, sales business, asset management, engineering project management, research and development, guarantee business, investment management, 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 Problems Measures Progress Follow-up Integration encountere Name Integration plans taken to in solution progress d in resolve solution plan integration N/A N/A N/A N/A N/A N/A N/A 56 深圳市深粮控股股份有限公司 2022 年年度报告全文 XIV. Internal control self-appraisal report or internal control audit report 1. Self-appraisal report of internal control Disclosure date of full internal control April 26, 2023 evaluation report Disclosure index of full internal control “Internal control self-appraisal report of SHENZHEN CEREALS HOLDINGS CO., evaluation report 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 100.00% Company’s consolidated financial statements The ratio of the operating income of entities included in the scope of evaluation accounting for the operating 100.00% income on the Company’s consolidated financial statements Defects Evaluation Standards Category Financial Reports Non-financial Reports 1. Major defects: Defect alone or together 1. Qualitative criteria for major defects with other defects in a timely manner are as follows: cause unpreventable or undetectable and (1) The lack of democratic uncorrectable material misstatement in the decision-making process, such as the financial statements. lack of decision-making on major The Company may indicate the presence issues, an important appointment and of significant deficiencies in internal dismissal of cadres, major investment control over financial reporting if decisions, large sums of money using following circumstances: the decision-making process; (1) The directors, supervisors and senior (2) Decision-making process is not management fraud; scientific, such as major policy Qualitative criteria (2) Enterprise corrects mistake which has mistakes, resulting in significant been published in financial statements; property damage to the Company; (3) CPA finds material misstatement in (3) Serious violations of national laws current financial statements, but internal and regulations; control during operation fails to find the misstatements; (4) Loss of key executives or loss of a (4) Oversight of internal control by large number of key talent; corporate audit committee and the internal (5) Frequent negative news in media, audit is invalid; which causes nationwide impact. (5) Particularly important or significant 2. The qualitative criteria for important deficiencies found during internal control defects are as follows: has not been rectified; (1) The decision-making process is not 57 深圳市深粮控股股份有限公司 2022 年年度报告全文 (6) The lack of business-critical system or perfect; invalid system. (2)The company’s internal 2. Important defect: defect alone or management system has not been together with other defects in a timely effectively implemented, resulting in manner cause unpreventable or losses; undetectable and uncorrectable material (3) Frequent occurrence of negative misstatement in the financial statements, news in the media with certain although not reach and exceed the level of influence; importance, should lead to management (4) The general defects in the internal attention misstatements. control evaluation have not been 3. General Defects: other internal defects corrected. do not pose a significant or important 3. General defects refer to other defect control deficiency. internal control defects that do not constitute major defects or important defects. Major defects: Major defects: the amount of direct Potential misstatement of total assets ≥ 1% property loss ≥ 12 million yuan, have of total assets; been officially disclosed outside the Potential misstatement of operating Company disclosed in periodic reports revenue ≥ 1% of operating income; and adversely affected. Potential misstatement of total profit≥ 5% Important defects: 3 million yuan < the of total profit. amount of direct property loss < 12 Important defects: million yuan, punished by the state 0.5% of total assets ≤ Potential government but no negative impact on misstatement of total assets <1% of total the disclosure of the company’s regular assets, reports; 0.5% of operating income≤ Potential General defects: the amount of direct Quantitative standard misstatement of operating revenue <1% of property loss ≤ 3 million yuan, operating income, punished by the provincial (including 2.5% of total profit≤ Potential provincial) government but no misstatement of total profit <5% of total negative impact on the disclosure of profit; our company’s regular reports; 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; Amount of significant defects in 0 financial reports Amount of significant defects in 0 non-financial reports 58 深圳市深粮控股股份有限公司 2022 年年度报告全文 Amount of important defects in financial 0 reports Amount of important defects in 0 non-financial reports 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 Disclosed internal control Disclosure date of audit report of 2023-04-26 internal control (full-text) Index of audit report of internal control The internal control audit report of SHENZHEN CEREALS HOLDINGS CO., LTD. (full-text) in 2022 published on Juchao Website (www.cninfo.com.cn) Opinion type of auditing report of Standard unqualified internal control Whether the non-financial report had No major defects 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 Listed Company During the reporting period, the company conducted self-examination and self-correction on corporate governance in accordance with the requirements of the Announcement on Launching Special Actions on Corporate Governance of Listed Companies of the China Securities Regulatory Commission. Through this self-examination, the company has established and improved a relatively complete and reasonable corporate governance structure and internal control system in accordance with relevant laws and regulations such as the Company Law, Guidelines for Governance of Listed Companies, Guidelines for the Standardized Operation of Listed Companies in the Shenzhen Stock Exchange, etc.. The company didn’t find any major deficiencies and risks in standardized operations. In the future, the company will focus on improving the high-quality development of the listed company, continue 59 深圳市深粮控股股份有限公司 2022 年年度报告全文 to improve the corporate governance system, effectively improve the effectiveness of corporate governance and scientificity of decision-making, and achieve stable operation and sustainable development of the company. 60 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Reason for Punishment Impact on the production and The company’s Violation subsidiary name punishment result operation of listed company rectification measures NA NA NA NA NA NA Other environmental information disclosed by reference to key pollutant discharge entities Nil Measures taken to reduce carbon emissions during the reporting period and their effectiveness □ Applicable Not applicable Reasons for not disclosing other environmental information The company attached great importance to environmental protection work, and each subsidiary has built corresponding environmental protection facilities according to the actual situation of production and operation to treat waste gas, dust, wastewater and solid waste generated in the production process, so as to make its emissions reach the national and local relevant standards. II. Social responsibility During 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 and regulate operation. The Company attaches importance to social responsibility, sustains attention to social create value, 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; and make efforts to improve management, enhance innovation capability and core competencies; the Company upholds a fair, just and open principles of treatment for all investors, with particular emphasis on safeguarding the interests of minority shareholders; the Company strictly complies with national environmental laws and regulations, thoroughly implements green philosophy, strengthens ecological protection, complies with the overall development of the country and society, and strives to achieve economic and social benefits, short-term interests and long-term interests of their own development and social development, coordination, thus achieving healthy and harmonious development of the Company, staff, society, and environment. 61 深圳市深粮控股股份有限公司 2022 年年度报告全文 III. Consolidating and expanding the achievements of poverty alleviation and rural revitalization To effectively carry out the rural revitalization work, according to relevant work arrangements of the Provincial Party Committee and the Municipal Party Committee, in 2021, SZCH selected 3 personnel to establish a township assistance team (hereinafter referred to as the "township assistance team") together with the personnel assigned by Shenzhen Government Offices Administration, Meteorological Bureau of Shenzhen Municipality and Heyuan Central Branch of China Life Property and Caualty Insurance Co., Ltd. to carry out rural revitalization assistance work in Tuocheng Town, Longchuan County, Heyuan City. In 2022, as a team member, SZCH gave full play to its advantages 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 in charge of local grain and oil enterprises to SZCH to learn grain and oil storage and testing technologies and exchange experiences, so as to expand ideas for rural revitalization and inspire confidence. The second was to provide food quality testing technology assistance for local grain and oil processing enterprises. The main leaders of 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 assistance solutions. On the one hand, through the resource advantages of Shenliang Quality Inspection, SZCH provided local grain and oil processing enterprises with quality testing services in the whole process from seed source to raw materials to finished products, reduced relevant expenses as much as possible on the basis of ensuring timeliness, 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 technical experts to grain and oil processing enterprises for on-site exchange, so as to strengthen the food quality and safety awareness of the processing enterprises, help inspection personnel improve testing technology, boost the processing enterprises to improve the quality management system and implement the quality system certification work, and promote the quality improvement of enterprise products. The third was to vigorously carry out consumption assistance. During the Mid-Autumn Festival and National Day, the Trade Union of SZCH mobilized its subordinate grassroots trade unions to purchase agricultural and sideline products of Tuocheng Town with an amount of 400,000 yuan in the form of “purchase for donation, buying for assisting” to support the industrial development of Tuocheng Town and help the rural revitalization with practical actions. 62 深圳市深粮控股股份有限公司 2022 年年度报告全文 Section VI. Important Events I. Implementation of commitment 1. Commitments completed in Period and those without completed till end of the Period from actual controller, shareholders, related parties, purchaser and companies Applicable □ Not applicable Commitment Made Type of Commitment Commitment Content of commitments Implementation reason by commitments date term 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 Commitments Food implement the Other Implement Normal in assets Materials corresponding write-off 2018-03-23 commitments as promised performance reorganization Group 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 63 深圳市深粮控股股份有限公司 2022 年年度报告全文 liability, and fully compensate the listed company and the target company within 30 working days after the actual loss occurs. 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) Food Other Shenzhen Cereals Group Implement Normal Materials 2018-03-23 commitments and its subsidiaries sublet as promised performance Group 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 64 深圳市深粮控股股份有限公司 2022 年年度报告全文 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. 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 Food of the property ownership Other Implement Normal Materials certificate, the commitment 2018-03-23 commitments as promised performance Group 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 65 深圳市深粮控股股份有限公司 2022 年年度报告全文 company is called to account, receives administrative punishment or suffers any losses due to the failure to rename the obligee of the property ownership certificate, the commitment party will bear the relevant legal liability, and fully compensate the listed company and Shenzhen Cereals Group within 30 working days after the actual loss occurs. In view of the fact that some house properties held by Shenzhen Cereals Group fail to complete the registration procedures for ownership transfer, the commitment party will fully assist, urge and promote Shenzhen Cereals Group to complete the relevant transfer 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 failure to rename the obligee of above-mentioned property, the commitment party will bear the relevant legal liability, and fully compensate the listed company and Shenzhen Cereals Group within 30 working days after the 66 深圳市深粮控股股份有限公司 2022 年年度报告全文 actual loss occurs. In response to the conversion of non-market commercial housing held by Shenzhen Cereals Group into market commercial housing, the commitment party will fully assist, urge and promote Shenzhen Cereals Group to go through the formalities. 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 failure to complete the conversion of non-market commercial housing into market commercial housing, the commitment party will bear the relevant legal liability, and fully compensate the listed company and Shenzhen Cereals Group within 30 working days after the actual loss occurs. In view of the fact that some house properties of Shenzhen Cereals Group have not been renewed for the land use period, the commitment party will fully assist, urge and promote Shenzhen Cereals Group to renew the corresponding land use right period. After the completion of this reorganization, if Shenzhen Cereals Group or the listed 67 深圳市深粮控股股份有限公司 2022 年年度报告全文 company is called to account, receives administrative punishment or suffers any losses due to the failure to renew the land use right period, the commitment party will bear the relevant legal liability, and fully compensate the listed company and Shenzhen Cereals Group within 30 working days after the actual loss occurs. In view of the fact that some house properties of Shenzhen Cereals Group have not been registered for ownership transfer or renewed the land use period, the commitment party will fully assist, urge and promote Shenzhen Cereals Group to handle the corresponding land use rights renewal and ownership transfer registration procedures. After the completion of the reorganization, if Shenzhen Cereals Group or the listed company is called to account, receives administrative punishment or suffers any losses due to the failure to complete the above-mentioned land use right renewal and ownership transfer registration procedures, the commitment party will bear the relevant legal liability, and fully compensate the listed 68 深圳市深粮控股股份有限公司 2022 年年度报告全文 company and Shenzhen Cereals Group within 30 working days after the actual loss occurs. In view of the fact that the property of SZCG Sungang Warehouse has not completed the registration for converting non commercial housing into commercial housing, after the completion of the reorganization, if Shenzhen Cereals Group or the listed company is called to account, receives administrative punishment or suffers any losses as the property of Sungang Warehouse is not registered for converting non commercial housing into commercial housing in time, the commitment party will bear the relevant legal liability, and fully compensate the listed company and Shenzhen Cereals Group within 30 working days after the actual loss occurs. In view of the fact that the land and property of SZCG Shuguang Grain Depot have not passed the completion acceptance nor completed the registration of commercial housing, after the completion of the reorganization, if Shenzhen Cereals Group or the listed company is called to account, receives administrative punishment 69 深圳市深粮控股股份有限公司 2022 年年度报告全文 or suffers any losses as the land and property of Shuguang Grain Depot have not timely passed the completion in time nor completed the registration of commercial housing, the commitment party will bear the relevant legal liability, and fully compensate the listed company and Shenzhen Cereals Group within 30 working days after the actual loss occurs. In view of the fact that the property of SZCG Flour Factory has not completed the conversion of non-commercial housing into commercial housing and the relocation, after the completion of the reorganization, if Shenzhen Cereals Group or the listed company is called to account, receives administrative punishment or suffers from any losses as Flour Factory doesn’t complete the conversion of non-commercial housing into commercial housing and the relocation, the commitment party will bear the relevant legal liability, and fully compensate the listed company and Shenzhen Cereals Group within 30 working days after the actual loss occurs. In view of the fact that the land of Heilongjiang 70 深圳市深粮控股股份有限公司 2022 年年度报告全文 Hongxinglong Nongken Shenxin Grain Industry Park Co., Ltd., a subsidiary of Shenzhen Cereals Group, has not applied for land use right certificates, the commitment party will fully assist, urge and promote the subsidiary of Shenzhen Cereals Group to manage the application procedures of the corresponding land use right certificates. After the completion of the reorganization, if Shenzhen Cereals Group or the listed company is called to account, receives administrative punishment or suffers any losses because the land use right certificate cannot be issued due to any ownership disputes in the above-mentioned land use right, the commitment party will bear the relevant legal liability, and fully compensate the listed company and Shenzhen Cereals Group within 30 working days after the actual loss occurs. If Shenzhen Cereals Group and its holding subsidiaries are required to take back the sites and/or properties or imposed any form of punishment by the relevant government departments or assume any legal liability, or suffer any losses or expenses arising from the 71 深圳市深粮控股股份有限公司 2022 年年度报告全文 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. 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 Food Other the listed company is Implement Normal Materials 2018-03-23 commitments called to account, receives as promised performance Group 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 72 深圳市深粮控股股份有限公司 2022 年年度报告全文 liability, and fully compensate the listed company and Shenzhen Cereals Group within 30 working days after the actual loss occurs. 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 Food Other changed due to reasons of Normal Materials 2018-03-23 2023-11-12 commitments the Company during this performance Group 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. Commitment on the public shares: After the Food Other completion of the Implement Normal Materials 2018-03-23 commitments transaction, the as promised performance Group commitment party will cautiously nominate 73 深圳市深粮控股股份有限公司 2022 年年度报告全文 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. 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 Food Shares limited Co., Ltd. (hereinafter Fulfillment Materials for sale 2018-04-02 2022-5-12 referred to as “SZCG”, completed Group commitment “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 74 深圳市深粮控股股份有限公司 2022 年年度报告全文 following commitments: 1. The commitment party should not transfer the shares of the listed company obtained from this transaction within 36 months from the date of listing of the shares. If the closing price of the listed company’s stock is lower than the issue price for 20 consecutive trading days within 6 months after the completion of this transaction, or the closing price is lower than the issue price at the term end of 6 months after the completion of the transaction, the lock-up period for the commitment party to hold the company’s stock automatically prolongs for at least 6 months. 2. At the expiration of the above-mentioned lock-up period, if the commitment party doesn’t fully fulfill the performance compensation obligation stipulated in the Performance Compensation Agreement, the lock-up period of the shares issued to the commitment party will be prolonged to the date when the performance compensation obligation is fulfilled. 3. Before this transaction, the shares of the Listed Company held by the commitment party 75 深圳市深粮控股股份有限公司 2022 年年度报告全文 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. Commitment letter of Shenzhen Food Materials Food Group Co., Ltd on pending Other Implement Normal Materials litigation of Shenzhen 2018-04-02 commitments as promised performance Group Cereals Group Co., Ltd.: Shenzhen Shenbao Industrial Co., Ltd. 76 深圳市深粮控股股份有限公司 2022 年年度报告全文 (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. Commitment letter of Food Other Shenzhen Food Materials Implement Normal Materials 2018-04-02 commitments Group Co., Ltd. on risks of as promised performance Group making a supplementary 77 深圳市深粮控股股份有限公司 2022 年年度报告全文 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. Commitment letter on the house properties of Shenzhen Cereals Group and its subsidiaries that have not obtained the housing ownership Food certificate: Shenzhen Other Implement Normal Materials Shenbao Industrial Co., 2018-04-02 commitments as promised performance Group 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 78 深圳市深粮控股股份有限公司 2022 年年度报告全文 “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. 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 Food Commitment Materials Group Co., Ltd Implement Normal Materials on restricted 2018-04-04 (hereinafter referred to as as promised performance Group sale of shares “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 79 深圳市深粮控股股份有限公司 2022 年年度报告全文 Holdings Co., Ltd. (hereinafter referred to as “Shenzhen Investment Holdings”) by the free transfer, totally accounting for 16% of the total share capital of Shenshenbao. Shenzhen Investment Holdings made the following commitments in the reform of non-tradable shares of Shenshenbao in 2006: “To make effective and long-term incentives for the management, after the completion of the share reform, Shenzhen Agricultural Products Co., Ltd. (hereinafter referred to as “Agricultural Products”) and Shenzhen Investment Holdings, the company’s non-tradable shareholders, will sell their shareholdings after consideration which account for 6%-8% of the company’s total share capital to the management of the company in three years based on the shareholding ratio of Agricultural Products and Shenzhen Investment Holdings after the share reform (i.e. accounting for 6%-8% of the company’s total share capital of 181,923,088 shares after the share reform).” Food Materials Group made a commitment that after the completion of the free transfer of the state-owned 80 深圳市深粮控股股份有限公司 2022 年年度报告全文 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. 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 Commitments shares to purchase assets, on the Company has made the inter-industry Food following commitments: 1. competition, Implement Normal Materials As of the issue date of this 2018-06-08 related as promised performance Group Commitment Letter, the transactions Company and other and capital enterprises controlled by occupancy 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 81 深圳市深粮控股股份有限公司 2022 年年度报告全文 horizontal competition to the Listed Company and its subsidiaries in the future. 2. If the business opportunity obtained by the Company and other enterprises controlled by the Company constitutes horizontal competition or may constitute horizontal competition to the main business of the Listed Company and its subsidiaries, the Company will immediately notify the Listed Company and try its best to give the business opportunity to the Listed Company to avoid horizontal competition or potential horizontal competition with the Listed Company and its subsidiaries and ensure the interests of Listed Company and other shareholders of Listed Company are not impaired. 3. If the main business of the Listed Company and its subsidiaries constitutes horizontal competition or may constitute horizontal competition to the Company and other enterprises controlled by the Company due to business development or extension, the Company and other enterprises controlled by the Company shall take the following feasible measures based on specific circumstance to 82 深圳市深粮控股股份有限公司 2022 年年度报告全文 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. Commitment Letter on Reducing and Regulating Related Transactions: In view of the fact that Commitments Shenzhen Shenbao on Industrial Co., Ltd. inter-industry (hereinafter referred to as Food competition, “Listed Company”) intends Implement Normal Materials 2018-06-08 related to acquire 100% equity of as promised performance Group transactions Shenzhen Cereals Group and capital Co., Ltd. held by Shenzhen occupancy Food Materials Group Co., Ltd(hereinafter referred to as “the Company”) by issuing shares to purchase assets, the Company has 83 深圳市深粮控股股份有限公司 2022 年年度报告全文 made the following commitments: 1. The enterprises directly or indirectly controlled or affected by the Company and the restructured company and its holding companies will regulate and minimize the related transactions. For related transactions that cannot be avoided or have reasonable reasons to occur, the Company promises to follow the market-oriented principle of justice, fairness and openness, and sign agreements in accordance with relevant laws and regulations, regulatory documents and articles of association, perform legal procedures, fulfill information disclosure obligations and handle relevant approval procedures in accordance with the law, and ensure not to damage the legitimate rights and interests of the company and other shareholders through related transactions. 2. The enterprises directly or indirectly controlled or affected by the Company will strictly avoid borrowing from the company and its holding and shareholding companies, occupying the funds of the company and its holding and 84 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 85 深圳市深粮控股股份有限公司 2022 年年度报告全文 Materials commitments Standardized Operation of as promised performance Group 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 86 深圳市深粮控股股份有限公司 2022 年年度报告全文 structure that each performs their own duties, effectively checks and balances, makes scientific decisions and coordinates the operation so as to more effectively and feasibly protect the interests of the listed company and all its shareholders. The commitment party will urge the listed company to perform the functions of the shareholders’ meeting in strict accordance with the Articles of Association and the Rules of Procedures of the Shareholders Meeting, ensure that all shareholders, especially small and medium shareholders, enjoy equal rights as stipulated by laws, administrative regulations and the Articles of Association, and ensure that all shareholders legally exercise their rights and interests. The commitment party will also urge the listed company to further improve the institutional requirements of the board of directors, ensure that the board of directors fairly, scientifically and efficiently makes decisions, ensure that independent directors can perform their duties in accordance with laws and regulations during their employment, actively 87 深圳市深粮控股股份有限公司 2022 年年度报告全文 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. Commitment Letter on the Legal Compliance of the Underlying Asset Operation: Shenzhen Shenbao Industrial Co., Food Ltd. (hereinafter referred to Other Implement Normal Materials as “Shenshenbao”, “Listed 2018-06-08 commitments as promised performance Group Company”) intends to purchase 100% equity of Shenzhen Cereals Group Co., Ltd. (hereinafter referred to as “SZCG”, “Target Company”) held 88 深圳市深粮控股股份有限公司 2022 年年度报告全文 by Shenzhen Food Materials Group Co., Ltd (hereinafter referred to as “the Company”) through issuance of shares. The Company has made the following commitments: 1. The Target Company is a limited liability company established according to law and is validly existing, possesses statutory business qualifications, and the Target Company has obtained all the approvals, consents, authorizations and licenses required for its establishment and operation, and all approvals, consents and authorizations and licenses are valid and there is no reason or case that may result in the invalidation of the above approvals, consents, authorizations and licenses. 2. The Target Company has no major violations of laws and regulations in the production and operation in the last three years, there is no case that the Target Company should be terminated according to relevant laws, regulations, normative documents and the company’s articles of association. Except for litigations, arbitrations and administrative penalties disclosed in the Restructuring Report, the Target Company does not 89 深圳市深粮控股股份有限公司 2022 年年度报告全文 have any unsettled or foreseeable major litigation, arbitration and administrative penalty that adversely affect its operations or the amount is more than 10 million yuan. 3. The Target Company will perform the labor contracts with its employees independently and completely. 4. If the Target Company is subject to the fees or penalties of the relevant competent authorities in terms of industry and commerce, taxation, employee salaries, social security, housing provident fund, business qualifications or industry supervisors due to the facts already existing before the reorganization, the Company will fully compensates all the outstanding fees of the Target Company and bear all the losses suffered by Shenshenbao and the Target Company. 5. The Target Company legally owns the ownership and/or use rights of the offices, office equipment, trademarks and other assets required for normal production and operation, has independent and complete assets and business structure, and has legal ownership of its main assets, and the ownership of assets is clear. 6. There 90 深圳市深粮控股股份有限公司 2022 年年度报告全文 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. 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 Food referred to as “Target Other Implement Normal Materials Company”) held by 2018-06-08 commitments as promised performance Group 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 91 深圳市深粮控股股份有限公司 2022 年年度报告全文 (1) Guarantee that the labor, personnel and compensation management of Shenshenbao and Target Company are completely independent of the Company and other companies and enterprises controlled by the Company or other economic organizations and related parties after the completion of this restructuring. (2) Guarantee that the senior management personnel of Shenshenbao and Target Company are fully employed in Shenshenbao and Target Company and receive remuneration after the completion of this restructuring, and do not hold any post except for directors and supervisors in the Company and other companies, enterprises controlled by the Company or other economic organizations and related parties. (3) Ensure not to intervene into the shareholders’ meeting and the board of directors of Shenshenbao and Target Company to exercise their powers to determine the appointment and dismissal of personnel after the completion of this restructuring. 2. Guarantee the institutional independence of Shenshenbao and Target Company (1) After the 92 深圳市深粮控股股份有限公司 2022 年年度报告全文 completion of this restructuring, Shenshenbao and Target Company will establish a sound corporate governance structure and have an independent and complete organization. (2) After the completion of this restructuring, the shareholders meeting, the board of directors and the board of supervisors of Shenshenbao and Target Company shall independently exercise their functions and powers in accordance with the laws, regulations and the articles of association of Shenshenbao and Target Company. 3. Ensure that the assets of Shenshenbao and Target Company are independent and complete. (1) After the completion of this restructuring, Shenshenbao and Target Company shall have independent and complete assets related to production and operation. (2) Ensure that the site for business operation of Shenshenbao and Target Company are independent of the Company and other companies and enterprises controlled by the Company or other economic organizations and related parties after the completion of this restructuring. (3) In addition to normal business transactions, after the 93 深圳市深粮控股股份有限公司 2022 年年度报告全文 completion of this restructuring, Shenshenbao and Target Company do not have funds and assets which are occupied by the Company and other companies and enterprises controlled by the Company or other economic organizations and related parties. 4. Guarantee the business independence of Shenshenbao and Target Company (1) After the completion of this restructuring, Shenshenbao and Target Company shall have the relevant qualifications for independent business activities, and have the market-oriented independent, autonomous and sustainable operation capabilities. (2) After the completion of this restructuring, the Company and other companies and enterprises controlled by the Company or other economic organizations and related parties shall reduce the related transactions with Shenshenbao and Target Company and other companies and enterprises controlled by them or other economic organizations; for the necessary and unavoidable related transactions, guarantee the fair operation according to market principles and fair 94 深圳市深粮控股股份有限公司 2022 年年度报告全文 prices, and perform relevant approval procedures and information disclosure obligations in accordance with relevant laws, regulations and regulatory documents. 5. Guarantee the financial independence of Shenshenbao and Target Company (1) Ensure that Shenshenbao and Target Company will establish an independent financial department and an independent financial accounting system, and a standardized and independent financial accounting system after the completion of this restructuring. (2) Ensure that Shenshenbao and Target Company will open an independent bank account after the completion of this restructuring, and will not share bank accounts with the Company and other companies and enterprises controlled by the Company or other economic organizations and other related parties. (3) After the completion of this restructuring, the financial personnel of Shenshenbao and Target Company shall not take part-time jobs in the Company and other companies and enterprises controlled by the Company or other economic 95 深圳市深粮控股股份有限公司 2022 年年度报告全文 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. 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 Commitments referred to as “SZCG”) on Food held by Shenzhen Food inter-industry Materials Materials Group Co., Ltd competition, Implement Normal Group, (hereinafter referred to as 2018-06-08 related as promised performance Agricultural “the Company”) through transactions Products issuance of shares. In and capital response to the above occupancy 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 96 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Y time (Y/N) If the commitment is overdue and has - not been fulfilled, the 97 深圳市深粮控股股份有限公司 2022 年年度报告全文 specific reasons for incomplete performance and the work plan for next step shall be explained in detail 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 of significant accounting errors compared with the financial report of the previous year Applicable □ Not applicable Changes of important accounting policies (1) Implementation of Accounting Standards for Business Enterprises Interpretation No. 15 The 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”). 98 深圳市深粮控股股份有限公司 2022 年年度报告全文 ① Accounting for trial operation sales Interpretation No. 15 stipulates the accounting treatment and presentation of sales of products or by-products produced by the enterprise before the fixed assets reach the expected usable state or during the research and development, and stipulates that the net amount from relevant income of trial operation sales used to offset the cost shall not be used to write down fixed asset costs or the research and development expenditure. This provision came into force on January 1, 2022, and retroactive adjustments shall be made for trial operation sales that occurred between the beginning of the earliest period of financial statement presentation and January 1, 2022. The implementation of this provision has not had a major impact on the financial condition and operating results of the company. ① Judgment on onerous contract Interpretation No. 15 clarifies that the “cost of contract performance” considered by the enterprise when judging whether the contract constitutes an onerous contract shall include both the incremental cost of contract performance 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 contracts that have not fulfilled all the obligations on January 1, 2022. The early comparative financial statement data shall not be adjusted for the retained earnings and other related financial statement items at the beginning of the year when adjustment of cumulative affected amount is mad. The implementation of this provision has not had a major impact 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 all lease contracts that met the conditions before the adjustment of application scope and all similar lease contracts that met the conditions after the adjustment of application scope, and retroactively adjusted relevant lease contracts that have adopted lease change for accounting treatment before the issue of the Notice without adjusting the early comparative financial statement data; the implementation of this provision from January 1, 2022 to the implementation date of this Notice has not had a major impact on the financial condition and operating results of the company. (3) Implementation of Accounting Standards for Business Enterprises Interpretation No. 16 The 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 as equity instruments Interpretation 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 provisions of tax policies, the income tax impact related to dividends shall be recognized when dividends payable are 99 深圳市深粮控股股份有限公司 2022 年年度报告全文 recognized, and the income tax impact of dividends shall be included into current profit and loss or owner’s equity items (including other comprehensive income item) in the way consistent with the accounting treatment adopted for 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 payable occur 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 on the financial condition and operating results of the company. ①Accounting treatment in which the enterprise modifies the share payment settled by cash to share payment settled by equity Interpretation No. 16 clarifies that if the enterprise modifies the terms and conditions in the agreement of share payment settled by cash to make it share payment settled by equity, on the modification date (whether within or after the waiting period), it shall calculate the share payment settled by equity according to the fair value on the date of modifying the granted equity instruments, and include the acquired services into capital reserve. At the same time, it shall terminate the recognition of liabilities of the share payment settled by cash recognized on the modification 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, 2022 to the date of implementation shall be adjusted according to this provision; if relevant transactions occurring before January 1, 2022 are not treated according to this provision, retroactive adjustment shall be made, and the cumulative 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 had a 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’s scope Applicable □ Not applicable During the reporting period, newly established the Dongguan Shenliang Hualian Grain & Oil Trading Co., Ltd, acquired the Wuhan Jiacheng 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 newly established. The company lost its control right over Hangzhou Ju Fang Yong Trading Co., Ltd. as the latter was transferred to the designated manager 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 canceled. VIII. Appointment and dismissal of CPA Accounting firm appointed 100 深圳市深粮控股股份有限公司 2022 年年度报告全文 Name of domestic accounting firm BDO China Shu Lun Pan Certified Public Accountant LLP Remuneration for domestic accounting firm (in 10 thousand 74 Yuan) Continuous life of auditing service for domestic accounting 4 firm 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 applicable During the reporting period, BDO China Shu Lun Pan Certified Public Accountant LLP was hired as the internal control audit agency 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 period XI. Significant lawsuits and arbitration of the Company Applicable □ Not applicable Amount involved Resulting in an Execution Lawsuits Trial result and Disclosure Disclosure (in 10 accrual liability Progress of (arbitration) influence date index thousand (Y/N) judgment yuan) As of 31 Yes, the single The Company After It is Not December loan contract actively makes comprehensive actively applicable 2022, other dispute from use of the analysis, the advancing lawsuits that subordinate advantageous result of the did not meet enterprise of the resources of cases involved the disclosure 10,621.13 Company is internal legal in the lawsuits standards for expected to form affairs and will not have a significant an accrual liability external laws firm significant lawsuits of 5,136,600.00 to follow up and impact on the mainly yuan deal with the Company included the approximately. lawsuit-related 101 深圳市深粮控股股份有限公司 2022 年年度报告全文 following: Other cases. At present, disputes over lawsuit-related the Company is purchase and cases are responding to and sales contract, relatively small in dealing with the dispute over individual amount, cases effectively loan contract, and will not have in accordance disputes over a significant with relevant construction impact on the laws and contracts, Company when regulations Disputes over analyzed in company conjunction with separation the progress of contracts, these cases. housing lease contracts, etc. 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 applicable No related transaction of foreign investment occurred in the period 102 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 and related 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 and related 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 103 深圳市深粮控股股份有限公司 2022 年年度报告全文 Unit: 10 thousand yuan External Guarantee (not including guarantees to subsidiaries) Count Name of Related er Comple Guaran Actual the Announc Actual Collateral guara te tee for Guarante date of Guarante Guarant Company ement guarantee implem related e limit happenin e type (if any) ntee ee term guarantee disclosur limit entation party g d e date (if or not (Y/N) any) Guarantee for subsidiaries Count Name of Related er Comple Guaran Actual the Announc Actual Collateral guara te tee for Guarante date of Guarante Guarant Company ement guarantee implem related e limit happenin e type (if any) ntee ee term guarantee disclosur limit entation party g d e date (if (Y/N) (Y/N) any) Donggua n Internatio nal Food Joint 2021-07- 2018-07- 14 Industrial 37,632 0 liability N/A N/A Y N 17 27 years Park guaranty Develop ment Co., Ltd. Donggua n Joint 2021-07- 2020-10- 14 Shenliang 21,070 0 liability N/A N/A Y N 17 20 years Logistics guaranty Co., Ltd. Total amount of Total amount of actual approved guarantee guarantee for 80,923 1,790 for subsidiaries in subsidiaries in reporting period (B1) reporting period (B2) Total amount of Total balance of actual approved guarantee guarantee for for subsidiaries at the 80,923 subsidiaries at the end 0 end of reporting of reporting period period (B3) (B4) Guarantee of subsidiaries for subsidiaries Name of Related Actual Comple Guaran Actual Collateral Count the Announc Guarante date of Guarante Guarant te tee for guarantee Company ement e limit happenin e type (if any) er ee term implem related limit guarantee disclosur g entation party 104 深圳市深粮控股股份有限公司 2022 年年度报告全文 d e date guara or (Y/N) not(Y/ ntee N) (if any) Donggua n Joint 2015-07- Shenliang 27,300 0 liability N/A N/A 8 years Y N 13 Logistics guaranty Co., Ltd. Donggua n Internatio nal Food Joint 2018-07- 14 Industrial 39,168 0 liability N/A N/A Y N 27 years Park guaranty Develop ment Co., Ltd. Total amount of Total amount of actual approved guarantee guarantee for 49,062 1,863 for subsidiaries in subsidiaries in reporting period (C1) reporting period (C2) Total amount of Total balance of actual approved guarantee guarantee for for subsidiaries at the 49,062 subsidiaries at the end 0 end of reporting of reporting period period (C3) (C4) Total amount of guarantee of the Company (total of three above mentioned guarantee) Total amount of approved Total amount of actual guarantee in reporting period 129,985 guarantee in reporting 3,653 (A1+B1+C1) period (A2+B2+C2) Total balance of actual Total amount of approved guarantee at the end of guarantee at the end of 129,985 0 reporting period reporting period (A3+B3+C3) (A4+B4+C4) The proportion of the total amount of actual guarantee in the net assets of the Company 0.00% ( A4+ B4+C4) Including: Balance of guarantees provided for shareholders, actual controllers, and their related 0 parties (D) Debt guarantee balance provided directly or indirectly for guaranteed objects with an asset 0 liability ratio exceeding 70% (E) Guarantee amount exceeding 50% of net assets 0 (F) 105 深圳市深粮控股股份有限公司 2022 年年度报告全文 Total amount of the aforesaid three guarantees 0 (D+E+F) Explanation of situations where there is a guarantee liability or evidence indicating the possibility of assuming joint and several liability N/A for unexpired guarantee contracts during the reporting period(if applicable) Explanations on external guarantee against N/A regulated procedures (if applicable) Explanation on guarantee with composite way Nil 3. Entrusted cash asset management (1) Entrusted financing Applicable □Not applicable Entrusted financing in the period Unit: 10 thousand yuan Impairment amount accrual Type Fund sources Amount occurred Undue balance Overdue amount for overdue financial management Bank financial Owned fund 63,446 4,500 0 0 products 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. 106 深圳市深粮控股股份有限公司 2022 年年度报告全文 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. Since he has reached the statutory retirement age, Mr. Wang Li applied to resign from Director of Company, and would no longer hold any other position in the company after his resignation. For details, please see the “Company Announcement on Director Retirement and Resignation” 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 number of directors of the company was reduced from 8 to 7, not lower than the minimum number of directors stipulated in the Company Law. For details, please see the “Company Announcement on the Death of Chairman and Legal Representative” published on www.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 longer hold any other position in the company after his resignation. For details, please see the “Company Announcement on Director Retirement and Resignation” published on www.cninfo.com.cn on September 21, 2022. XVII. Significant event of subsidiary of the Company □Applicable Not applicable 107 深圳市深粮控股股份有限公司 2022 年年度报告全文 Section VII. Changes in Shares and Particulars about Shareholders I. Changes in Shares 1. Changes in shares Unit: Share Increase/Decrease in the Change (+, Before the Change After the Change -) Capita New Bo lizatio share Sub Proportio nus n of Oth Proportio Amount s tota A mount n sha public ers n issue l res reserv d e -31, -31, I. Restricted shares 684,601,142 59.40% 0 0 0 684,569,567 59.40% 575 575 1. State-owned shares 0 0.00% 0 0 0 0 0 0 0.00% 2. State-owned corporate 684,569,567 59.40% 0 0 0 0 0 684,569,567 59.40% shares -31, -31, 3. Other domestic shares 31,575 0.00% 0 0 0 0 0.00% 575 575 Including: Domestic legal 0 0.00% 0 0 0 0 0 0 0.00% person’s shares Domestic nature -31, -31, 31,575 0.00% 0 0 0 0 0.00% person’s shares 575 575 4. Foreign shares 0 0.00% 0 0 0 0 0 0 0.00% Including: Foreign 0 0.00% 0 0 0 0 0 0 0.00% corporate shares overseas nature 0 0.00% 0 0 0 0 0 0 0.00% person’s share 31, 31, II. Unrestricted shares 467,934,112 40.60% 0 0 0 467,965,687 40.60% 575 575 31, 31, 1. RMB common shares 416,184,832 36.11% 0 0 0 416,216,407 36.11% 575 575 2. Domestically listed 51,749,280 4.49% 0 0 0 0 0 51,749,280 4.49% foreign shares 3. Foreign listed foreign 0 0.00% 0 0 0 0 0 0 0.00% shares 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 108 深圳市深粮控股股份有限公司 2022 年年度报告全文 □ 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 to common 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 and liability 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 Total preferred Total common shareholders with preferred Total stock voting rights sharehold common shareholder recovered at the end ers with stock s at the end of reporting period (if voting shareholder 51,102 51,925 0 0 of last applicable) (refer to rights s at the end month Note 8) recovered of reporting before at end of period annual last report month 109 深圳市深粮控股股份有限公司 2022 年年度报告全文 disclosed before annual report disclosed (if applicabl e) (refer to Note 8) Particulars about shareholders holding more than 5% shares of the company or top ten shareholders Total Information of Name of Proportion shares held Changes in Quantity of Quantity of shares pledged, Nature of Shareholder of shares at the end reporting restricted unrestricted tagged or frozen shareholder s held of reporting period shares held shares held State of Quantit period share y Shenzhen State-owned 63.79% 735,237,25 0 669,184,73 66,052,518 3 5 Food legal person Materials Group Co., Ltd Shenzhen State-owned 8.23% 94,832,294 0 15,384,832 79,447,462 Agricultural legal person Products Group Co., Ltd Dongguan Domestic 0.75% 8,698,216 8,698,200 0 8,698,216 Fruit, non-state-owne Vegetable, d legal person and Non- staple Food Trading Market Co., Ltd Lin Junbo Domestic 0.41% 4,702,800 1,102,800 0 4,702,800 nature person Hong Kong Foreign legal 0.41% 4,681,096 2,018,509 0 4,681,096 Securities person Clearing Company Deng Lijun Domestic 0.33% 3,768,470 3,768,470 0 3,768,470 nature person Sun Domestic 0.29% 3,399,962 149,900 0 3,399,962 Huiming nature person 110 深圳市深粮控股股份有限公司 2022 年年度报告全文 Zhong Domestic 0.29% 3,295,500 0 0 3,295,500 Zhenxin nature person Chen Domestic 0.24% 2,761,070 -95,630 0 2,761,070 Jiuyang nature person Domestic Sun Limei 0.13% 1,541,000 1,541,000 0 1,541,000 nature person Strategy investors or general legal person becoming top 10 common shareholders due to N/A rights issue (if applicable) (see note 3) Explanation on associated Shenzhen SASAC directly holds 100% equity of Shenzhen Food Materials Group Co., Ltd., and relationship among the holds 34% equity of Shenzhen Agricultural Products Group Co., Ltd. indirectly through Shenzhen aforesaid shareholders 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 N/A rights and abstention from voting rights. Special note on the repurchase account among the top 10 N/A shareholders (if applicable) (see note 10) Particular about top ten shareholders holding unrestricted shares Quantity of unrestricted shares Type of shares Shareholders’ name held at Period-end Type Quantity Shenzhen Food Materials Group Co., Ltd 79,447,462 RMB common shares 79,447,462 Shenzhen Agricultural Products Group Co., 66,052,518 RMB common shares 66,052,518 Ltd Dongguan Fruit, Vegetable, and Non-staple 8,698,216 RMB common shares 8,698,216 Food Trading Market Co., Ltd 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 3,399,962 foreign shares 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 Shenzhen SASAC directly holds 100% equity of Shenzhen Food Materials Group Co., Ltd., and or concerted action between holds 34% of Shenzhen Agricultural Products Group Co., Ltd. indirectly through Shenzhen Food 111 深圳市深粮控股股份有限公司 2022 年年度报告全文 the top 10 shareholders of Materials Group Co., Ltd.; the Company was not aware of any related relationship between other non-restricted and tradable shareholders above, and whether they are parties acting in concert as defined by the Acquisition shares, as well as between the Management Method of Listed Company. top 10 shareholders of non-restricted and tradable shares and the top 10 shareholders 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 Explanation on the under the credit trading secured securities account reduced by 314,300 shares, shares held by him participation of the top 10 under common account rose by 1,417,100 shares, and shares held by Lin Junbo rose by 1,102,800 ordinary shareholders in shares. margin trading and securities At the end of reporting period, Sun Limei, a shareholder of the company, held 1,535,000 shares of lending business (if any) (see the Company under customer credit trading secured securities account through Guangfa Note 4) 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 in reporting period? □ Yes No The top ten common stock shareholders or top ten common stock shareholders of un-restrict shares of the Company have no buy-back agreement dealing in reporting period. 2. Controlling shareholder of the Company Nature of controlling shareholders: local state-owned holding Type of controlling shareholders: legal person Legal person/pe Controlling Date of rson in Organization code Main operation business shareholders establishment charge of the unit The general business projects are: food safety infrastructure construction (including the upgrading of the Shenzhen Food He 91440300MA5EWWPXX farmers ’market, the upgrading of Materials Group 2017-12-14 Jianfeng 2 public places canteens, the Co., Ltd construction of community cooked food centers, and the construction of agricultural product bases); safe food 112 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 In addition to holding 63.79% equity of the company, Food Materials Group holds 34% equity of participated in by Agricultural Products. controlling shareholders during the reporting period 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 management Type of actual controller: legal person 113 深圳市深粮控股股份有限公司 2022 年年度报告全文 Legal person/person Date of Main operation Actual controller Organization code in charge of the establishment business unit Shenzhen Municipal People’s State-owned assets Government State-owned Wang Yongjian 2004-04-02 11440300K317280672 supervision and Assets Supervision & management Administration Commission 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 its persons acting in concert accounts for 80% of the shares held by them □ Applicable Not applicable 114 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 period Implementation progress of shares buy-back □ Applicable Not applicable Progress in implementing centralized bidding trading to reduce holdings of repurchase shares □ Applicable Not applicable 115 深圳市深粮控股股份有限公司 2022 年年度报告全文 Section VIII. Preferred Stock □ Applicable Not applicable The Company had no preferred stock in the Period. 116 深圳市深粮控股股份有限公司 2022 年年度报告全文 Section IX. Corporate Bonds □ Applicable Not applicable 117 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 report Auditor’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 December 31, 2022 and profit statement, and cash flow statement, and statement on changes of shareholders’ equity for the year 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 Accounting Standards for Business Enterprises, and they fairly present the financial status of the Company and of its parent company 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. Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of the auditor’s report. We are independent of the Company in accordance with the Certified Public Accountants of China’s Code of Ethics for Professional Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient 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 of the financial statements of the current period. These matters were addressed in the context of our audit of the 118 深圳市深粮控股股份有限公司 2022 年年度报告全文 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this 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 revenue The main audit procedures we implemented for the recognition, please refer to Note V(30) and Note VII (39) inventory and inventory falling price reserves include: of consolidated financial statements. (1) Understand, evaluate and test the internal control design and implementation related to revenue SZCH operating revenue for 2022 is 8,312,723,100 yuan, recognition of SZCH; including: the grain and oil trading and processing (2) Check the main sales contracts, identify terms business is 7,060,875,500 yuan, accounting for 84.94% related to transfer of the main risks and rewards on the of the operating revenue. The grain and oil trading and ownership of goods, and evaluate whether the revenue processing business has a significant impact on the recognition policy conforms to the Accounting financial statement, and it is one of the key index of Standards for Business Enterprise; performance of SZCH, which has a special risk in (3) Carry out substantive analysis procedures for operating revenue and gross profit rate by month, manipulation for achieving the predicted target, products, etc., identify whether there is significant or therefore, the identification of operating income will be abnormal fluctuation, and review the rationality of listed as the key auditing event. 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, The main audit procedures we implemented for the please refer to Note V (15) and Note VII (9) of inventory and inventory falling price reserves of SZCH consolidated financial statements. include: (1) Understood, evaluated and tested the internal control As of December 31, 2022, the inventory book balance design and implementation related to inventory falling presented on the consolidated financial statements of price reserves of SZCH; SZCH was 3,698,848,700 yuan, and the amount of (2) We performed the inventory monitoring procedures inventory falling price reserves was 99,806,700 yuan, for inventory, and checked the quantity and condition; book value of inventories was 3,599,042,000 yuan, (3) Acquired the calculation table of inventory falling accounting for 48.37% of the total assets. Inventory is price reserve, implemented the inventory impairment test procedure, and analyzed whether provision for 119 深圳市深粮控股股份有限公司 2022 年年度报告全文 measured at the lower one between the cost and the net inventory falling price reserves was sufficient; realizable value. Due to the large amount of money of (4) We obtained the year-end inventory age list, inventory, the SZCH management (Hereinafter referred conducted an analytical review of the inventory with long inventory age combine with the condition of to as “management”) needed to make significant products, and analyzed whether inventory falling price judgments when determining the decrease in value of reserves was sufficient; inventory, including the consideration of government (5) For the products that can obtain the selling price in reserve such as as grain & oil, food and vegetable oil open market, select samples, independently query the which are affected by futures market, These important public market price information and compare it with the judgments have a significant impact on the valuation of estimated selling price. inventory and provision for inventory depreciation at period-end; therefore, we determined the inventory and inventory falling price reserves as key audit matters. 4. Other information The management of SZCH (hereinafter referred to as the management) is responsible for other information which includes the information covered in the Company’s 2022 annual report excluding the financial statement and our audit report. The audit opinion issued by us for the financial statement has not covered other information, for which we do not issue any form of assurance opinions. Considering our audit on financial statements, we are liable to read other information, during which, we shall consider whether other information differs materially from the financial statements or that we understand during our 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 other information. In this regards, we have nothing to report. 5. Responsibilities of management and those charged with governance for the financial statements The management of SZCH is responsible for the preparation of the financial statements in accordance with the Accounting Standards for Enterprise to secure a fair presentation, and for the design, establishment and maintenance of the internal control necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the management is responsible for assessing the Company’s ability to continue as a going concern (if applicable), disclosing matters related to going concern and using the going concern assumption unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. 120 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 from material 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 accordance with the CAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence 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 professional skepticism 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 and appropriate to provide a basis for audit opinion. The risk of not detecting a material misstatement resulting from fraud 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 are appropriate in the circumstances (iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. (iv) Conclude on the appropriateness of the management’s use of the going concern assumption and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required by the CAS to draw users’ attention in audit report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify audit opinion. Our conclusions are based on the information obtained up to the date of audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. (v) Evaluate the overall presentation, including the disclosures, structure and content of the financial statements and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. (vi) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express audit opinion on the financial statements. We are responsible for the 121 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably 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 of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in the auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in the auditor’s report because of the adverse consequences of doing so would reasonably be expected 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 122 深圳市深粮控股股份有限公司 2022 年年度报告全文 II. Financial Statement Statement 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 0.00 0.00 receivable 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 0.00 0.00 year 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: 123 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 0.00 0.00 instrument Other non-current financial 57,500.00 57,500.00 assets 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 0.00 0.00 Development Goodwill 1,953,790.56 1,953,790.56 Long-term expenses to be 33,076,249.90 28,795,206.45 apportioned 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 110,177,908.96 182,972,314.85 124 深圳市深粮控股股份有限公司 2022 年年度报告全文 Selling financial asset of 0.00 0.00 repurchase Absorbing deposit and interbank 0.00 0.00 deposit 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 21,770,690.45 128,732,475.16 within one year 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 0.00 0.00 securities 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 2,972,712,639.61 125 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 0.00 0.00 securities 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 4,762,973,461.81 4,630,292,102.34 parent company 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 Xianghai Person in charge of accounting works: Lu Yuhe Person 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 0.00 126 深圳市深粮控股股份有限公司 2022 年年度报告全文 Other account receivable 1,560,888,393.94 983,939,717.84 Including: Interest receivable Dividend 540,000,000.00 receivable 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 0.00 0.00 instrument Other non-current financial 0.00 0.00 assets 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: 127 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 0.00 0.00 securities Lease liability 0.00 0.00 Long-term account payable 0.00 0.00 Long term employee 0.00 0.00 compensation payable 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 1,152,535,254.00 128 深圳市深粮控股股份有限公司 2022 年年度报告全文 Other equity instrument 0.00 0.00 Including: Preferred stock 0.00 0.00 Perpetual capital 0.00 0.00 securities 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 0.00 0.00 commission income 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 0.00 0.00 commission expense Cash surrender value 0.00 0.00 Net amount of expense of 0.00 0.00 compensation Net amount of withdrawal 0.00 0.00 of insurance contract reserve Bonus expense of 0.00 0.00 guarantee slip Reinsurance expense 0.00 0.00 129 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 52,421,870.87 57,185,980.70 expenses Interest 895,316.44 2,369,604.37 income Add: Other income 9,839,784.37 15,739,392.31 Investment income (Loss is 2,229,228.54 4,289,604.50 listed with “-”) Including: Investment income on affiliated company and joint -2,813,908.86 275,295.65 venture The termination of income recognition for financial assets 0.00 0.00 measured by amortized cost Exchange income (Loss is 0.00 0.00 listed with “-”) Net exposure hedging 0.00 0.00 income (Loss is listed with “-”) Income from change of fair 18,546.91 299,292.76 value (Loss is listed with “-”) Loss of credit impairment -1,356,843.59 2,154,887.55 (Loss is listed with “-”) Losses of devaluation of -142,507,365.87 -184,486,526.84 asset (Loss is listed with “-”) Income from assets disposal -25,417.69 29,437,150.82 (Loss is listed with “-”) 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 “-”) 130 深圳市深粮控股股份有限公司 2022 年年度报告全文 (i) Classify by business continuity 1.continuous operating net profit 418,298,868.22 436,310,641.83 (net loss listed with ‘-”) 2.termination of net profit (net 0.00 loss listed with ‘-”) (ii) Classify by ownership 1.Net profit attributable to 420,594,871.27 428,720,226.09 owner’s of parent company 2.Minority shareholders’ gains -2,296,003.05 7,590,415.74 and losses 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 131 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 420,594,871.27 428,720,226.09 Company Total comprehensive income -2,296,003.05 7,590,415.74 attributable to minority shareholders 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 yuan and the net profit achieved by the merged party in last period is 0.00 yuan. Legal Representative: Hu Xianghai Person in charge of accounting works: Lu Yuhe Person 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 0.00 132 深圳市深粮控股股份有限公司 2022 年年度报告全文 Financial expenses -8,044,509.56 3,532,095.48 Including: Interest 1,827,115.61 4,179,277.98 expenses Interest 9,779,382.27 702,381.08 income Add: Other income 308,389.79 194,374.00 Investment income (Loss is 195,712,249.48 151,392,969.32 listed with “-”) Including: Investment income on affiliated Company and 0.00 0.00 joint venture The termination of income recognition for financial 0.00 0.00 assets measured by amortized cost (Loss is listed with “-”) Net exposure hedging 0.00 0.00 income (Loss is listed with “-”) Changing income of fair 307,033.09 299,292.76 value (Loss is listed with “-”) Loss of credit impairment -664.43 -393,159.80 (Loss is listed with “-”) Losses of devaluation of 0.00 0.00 asset (Loss is listed with “-”) Income on disposal of 0.00 0.00 assets (Loss is listed with “-”) II. Operating profit (Loss is listed 340,481,742.27 232,229,150.47 with “-”) 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 340,486,742.50 232,079,150.47 profit (net loss listed with ‘-”) (ii) termination of net profit (net 0.00 0.00 loss listed with ‘-”) 133 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 134 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 8,510,329,807.95 10,872,515,643.46 services Net increase of customer deposit 0.00 0.00 and interbank deposit Net increase of loan from central 0.00 0.00 bank Net increase of capital borrowed 0.00 0.00 from other financial institution Cash received from original 0.00 0.00 insurance contract fee Net cash received from 0.00 0.00 reinsurance business Net increase of insured savings 0.00 0.00 and investment Cash received from interest, 0.00 0.00 commission charge and commission Net increase of capital borrowed 0.00 0.00 Net increase of returned business 0.00 0.00 capital Net cash received by agents in 0.00 0.00 sale and purchase of securities Write-back of tax received 84,485,893.36 45,244,428.95 Other cash received concerning 400,125,909.72 479,459,925.25 operating activities Subtotal of cash inflow arising from 8,994,941,611.03 11,397,219,997.66 operating activities Cash paid for purchasing commodities and receiving labor 7,446,476,870.32 9,852,107,611.52 service Net increase of customer loans 0.00 0.00 and advances Net increase of deposits in 0.00 0.00 135 深圳市深粮控股股份有限公司 2022 年年度报告全文 central bank and interbank Cash paid for original insurance 0.00 0.00 contract compensation Net increase of capital lent 0.00 0.00 Cash paid for interest, 0.00 0.00 commission charge and commission Cash paid for bonus of guarantee 0.00 0.00 slip Cash paid to/for staff and 342,665,847.76 300,172,388.98 workers Taxes paid 153,858,115.96 169,922,331.66 Other cash paid concerning 520,052,010.35 634,621,635.96 operating activities Subtotal of cash outflow arising from 8,463,052,844.39 10,956,823,968.12 operating activities Net cash flows arising from operating 531,888,766.64 440,396,029.54 activities II. Cash flows arising from investing activities: Cash received from recovering 1,281,460,000.00 470,050,000.00 investment Cash received from investment 8,146,592.88 3,814,981.00 income Net cash received from disposal of fixed, intangible and other 276,799.46 43,950,678.81 long-term assets Net cash received from disposal 0.00 0.00 of subsidiaries and other units Other cash received concerning 0.00 0.00 investing activities Subtotal of cash inflow from 1,289,883,392.34 517,815,659.81 investing activities Cash paid for purchasing fixed, 198,201,398.37 203,585,664.63 intangible and other long-term assets 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 0.00 16,512,205.96 subsidiaries and other units obtained 136 深圳市深粮控股股份有限公司 2022 年年度报告全文 Other cash paid concerning 404.68 0.00 investing activities Subtotal of cash outflow from 1,304,661,803.05 1,061,777,870.59 investing activities Net cash flows arising from investing -14,778,410.71 -543,962,210.78 activities III. Cash flows arising from financing activities: Cash received from absorbing 4,900,000.00 2,401,000.00 investment Including: Cash received from absorbing minority shareholders’ 4,900,000.00 2,401,000.00 investment by subsidiaries Cash received from loans 3,638,944,014.55 3,189,591,562.34 Other cash received concerning 0.00 0.00 financing activities Subtotal of cash inflow from 3,643,844,014.55 3,191,992,562.34 financing activities Cash paid for settling debts 3,790,121,597.82 2,907,274,264.53 Cash paid for dividend and 342,789,753.61 301,598,845.09 profit distributing or interest paying Including: Dividend and profit of minority shareholder paid by 676,800.00 3,811,557.09 subsidiaries Other cash paid concerning 24,485,154.67 20,527,342.78 financing activities Subtotal of cash outflow from 4,157,396,506.10 3,229,400,452.40 financing activities Net cash flows arising from financing -513,552,491.55 -37,407,890.06 activities IV. Influence on cash and cash equivalents due to fluctuation in 167,524.68 -150,074.44 exchange rate V. Net increase of cash and cash 3,725,389.06 -141,124,145.74 equivalents Add: Balance of cash and cash 49,370,080.20 190,494,225.94 equivalents at the period -begin VI. Balance of cash and cash 53,095,469.26 49,370,080.20 equivalents at the period -end 137 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 176,686,787.63 137,263,979.66 services Write-back of tax received 1,708,938.65 1,637,543.02 Other cash received concerning 3,680,998,303.08 1,956,978,556.11 operating activities Subtotal of cash inflow arising from 3,859,394,029.36 2,095,880,078.79 operating activities Cash paid for purchasing commodities and receiving labor 0.00 45,095,000.00 service Cash paid to/for staff and 57,765,938.12 54,555,323.35 workers Taxes paid 446,493.37 7,083,053.22 Other cash paid concerning 2,660,155,177.37 1,252,879,663.51 operating activities Subtotal of cash outflow arising from 2,718,367,608.86 1,359,613,040.08 operating activities Net cash flows arising from operating 1,141,026,420.50 736,267,038.71 activities II. Cash flows arising from investing activities: Cash received from recovering 718,000,000.00 122,550,000.00 investment Cash received from investment 4,590,419.34 815,223.96 income Net cash received from disposal of fixed, intangible and other 0.00 0.00 long-term assets Net cash received from disposal 0.00 0.00 of subsidiaries and other units Other cash received concerning 4,000,000.00 0.00 investing activities 138 深圳市深粮控股股份有限公司 2022 年年度报告全文 Subtotal of cash inflow from 726,590,419.34 123,365,223.96 investing activities Cash paid for purchasing fixed, 9,341,668.55 12,812,134.53 intangible and other long-term assets Cash paid for investment 583,000,000.00 643,355,000.00 Net cash received from 0.00 0.00 subsidiaries and other units obtained Other cash paid concerning 1,053,688,033.44 0.00 investing activities Subtotal of cash outflow from 1,646,029,701.99 656,167,134.53 investing activities Net cash flows arising from investing -919,439,282.65 -532,801,910.57 activities III. Cash flows arising from financing activities: Cash received from absorbing 0.00 0.00 investment Cash received from loans 442,127,475.10 757,196,852.36 Other cash received concerning 0.00 0.00 financing activities Subtotal of cash inflow from 442,127,475.10 757,196,852.36 financing activities Cash paid for settling debts 370,299,684.12 729,024,633.14 Cash paid for dividend and 294,731,370.17 234,673,618.10 profit distributing or interest paying Other cash paid concerning 0.00 0.00 financing activities Subtotal of cash outflow from 665,031,054.29 963,698,251.24 financing activities Net cash flows arising from financing -222,903,579.19 -206,501,398.88 activities IV. Influence on cash and cash equivalents due to fluctuation in 13,362.62 -12,147.08 exchange rate V. Net increase of cash and cash -1,303,078.72 -3,048,417.82 equivalents Add: Balance of cash and cash 2,264,388.89 5,312,806.71 equivalents at the period -begin 139 深圳市深粮控股股份有限公司 2022 年年度报告全文 VI. Balance of cash and cash 961,310.17 2,264,388.89 equivalents at the period -end 7. Consolidated Statement of Changes in Owners’ Equity Current period Unit: RMB/CNY 2022 Owners’ equity attributable to the parent Company Other equity instrument Othe Less Tota r Prov Per : Reas Min l Item Sha Capi com Surp ision Reta pet Inve onab ority own re Pre tal preh lus of ined Othe Subt ual ntor le inter ers’ cap fer reser ensi reser gene profi r otal cap Ot y reser ests equit ital red ve ve ve ral t ital her shar ve y sto inco risk sec es ck me urit ies 1,1 0.0 0.0 0.0 1,25 0.00 0.00 0.00 405, 0.00 1,81 4,63 66,6 4,69 I. The ending 52, 0 0 0 9,63 575, 2,54 0,29 14,1 6,90 535 9,65 490. 1,70 2,10 64.3 6,26 balance of the ,25 6.65 42 1.27 2.34 7 6.71 previous year 4.0 0 Add: Changes 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0 0 0 of accounting policy Error 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0 0 0 correction of the last period Enterprise 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0 0 0 combination under the same control 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Other 0 0 0 0 1,1 0.0 0.0 0.0 1,25 0.00 0.00 0.00 405, 0.00 1,81 4,63 66,6 4,69 II. The 52, 0 0 0 9,63 575, 2,54 0,29 14,1 6,90 beginning 535 9,65 490. 1,70 2,10 64.3 6,26 balance of the ,25 6.65 42 1.27 2.34 7 6.71 4.0 current year 0 140 深圳市深粮控股股份有限公司 2022 年年度报告全文 III. Increase/ 0.0 0.0 0.0 0.0 0.00 0.00 0.00 220, 34,0 98,4 132, 2,89 135, 0 0 0 0 301. 48,6 12,3 681, 7,55 578, Decrease in 70 74.2 83.5 359. 8.03 917. the period 5 2 47 50 (Decrease is listed with “-”) (i) Total 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 420, 420, -2,2 418, 0 0 0 0 594, 594, 96,0 298, comprehensiv 871. 871. 03.0 868. e income 27 27 5 22 (ii) Owners’ 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 4,90 4,90 0 0 0 0 0,00 0,00 devoted and 0.00 0.00 decreased capital 1.Common 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 4,90 4,90 0 0 0 0 0,00 0,00 shares 0.00 0.00 invested by shareholders 2. Capital 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0 0 0 0 invested by holders of other equity instruments 3. Amount 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0 0 0 0 reckoned into owners equity with share-based payment 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 4. Other 0 0 0 0 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 34,0 -322 -288 -1,1 -289 (iii) Profit 0 0 0 0 48,6 ,182, ,133, 19,6 ,253, distribution 74.2 487. 813. 17.1 430. 5 75 50 5 65 1. Withdrawal 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 34,0 -34, 0 0 0 0 48,6 048, of surplus 74.2 674. reserves 5 25 2. Withdrawal 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0 0 0 of general risk provisions 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 -288 -288 -1,1 -289 3. 0 0 0 0 ,133, ,133, 19,6 ,253, 141 深圳市深粮控股股份有限公司 2022 年年度报告全文 Distribution 813. 813. 17.1 430. 50 50 5 65 for owners (or shareholders) 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4. Other 0 0 0 0 (iv) Carrying 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0 0 0 forward internal owners’ equity 1. Capital 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0 0 0 reserves conversed to capital (share capital) 2. Surplus 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0 0 0 reserves conversed to capital (share capital) 3. Remedying 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0 0 0 loss with surplus reserve 4. Carry-over 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0 0 0 retained earnings from the defined benefit plans 5. Carry-over 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0 0 0 retained earnings from other comprehensiv e income 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 6. Other 0 0 0 0 (v) 0.0 0.0 0.0 0.0 0.00 0.00 0.00 220, 0.00 0.00 0.00 220, 0.00 220, 0 0 0 0 301. 301. 301. Reasonable 70 70 70 reserve 0.0 0.0 0.0 0.0 0.00 0.00 0.00 1,74 0.00 0.00 0.00 1,74 0.00 1,74 1. Withdrawal 0 0 0 0 8,44 8,44 8,44 in the 0.14 0.14 0.14 142 深圳市深粮控股股份有限公司 2022 年年度报告全文 reporting period 2. Usage in 0.0 0.0 0.0 0.0 0.00 0.00 0.00 1,52 0.00 0.00 0.00 1,52 0.00 1,52 0 0 0 0 8,13 8,13 8,13 the reporting 8.44 8.44 8.44 period 0.0 0.0 0.0 0.0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1,41 1,41 (vi) Others 0 0 0 0 3,17 3,17 8.23 8.23 1,1 0.0 0.0 0.0 1,25 0.00 0.00 220, 439, 1,91 4,76 69,5 4,83 VI. Balance at 52, 0 0 0 9,63 301. 624, 0,95 2,97 11,7 2,48 535 9,65 70 164. 4,08 3,46 22.4 5,18 the end of the ,25 6.65 67 4.79 1.81 0 4.21 period 4.0 0 Last period Unit: RMB/CNY 2021 Owners’ equity attributable to the parent Company Other equity instrument Pe Othe Less rpe r Prov Total : Reas Mino Sha tua Capi com Surp ision Reta owne Item Inve onab rity Pr re l tal preh lus of ined Othe Subt rs’ efe ntor le intere cap ca reser ensi reser gene profi r otal equit rre Oth y reser sts ital pit ve ve ve ral t y d er shar ve al inco risk sto es sec me ck uri tie s 1,1 1,42 382, 1,63 4,59 199,9 4,795 I. The ending 52, 2,89 367, 7,53 5,33 13,40 ,245, balance of 535 2,72 575. 6,44 1,99 4.33 404.0 the previous ,25 9.36 37 1.03 9.76 9 4.0 year 0 Add: Changes of accounting policy Error correction of the last 143 深圳市深粮控股股份有限公司 2022 年年度报告全文 period Enterprise combine under the same control Other II. The 1,1 1,42 382, 1,63 4,59 199,9 4,795 52, 2,89 367, 7,53 5,33 13,40 ,245, beginning 535 2,72 575. 6,44 1,99 4.33 404.0 balance of ,25 9.36 37 1.03 9.76 9 the current 4.0 year 0 III. Increase/ -163 23,2 175, 34,9 -133, -98,3 ,253, 07,9 005, 60,1 299,2 39,13 Decrease in 072. 15.0 260. 02.5 39.96 7.38 the period 71 5 24 8 (Decrease is listed with “-”) (i) Total 428, 428, 7,590 436,3 720, 720, ,415. 10,64 comprehensi 226. 226. 74 1.83 ve income 09 09 (ii) Owners’ -163 -163 -137, -300, ,253, ,253 078,0 331,1 devoted and 072. ,072 98.61 71.32 decreased 71 .71 capital 1.Common 21,34 21,34 8,828 8,828 shares .68 .68 invested by shareholders 2. Capital invested by holders of other equity instruments 3. Amount reckoned into owners equity with share-based payment -163 -163 -158, -321, 4. Other ,253, ,253 426,9 680,0 072. ,072 27.29 00.00 144 深圳市深粮控股股份有限公司 2022 年年度报告全文 71 .71 23,2 -253 -230 -3,81 -234, (iii) Profit 07,9 ,714, ,507 1,557 318,6 distribution 15.0 965. ,050 .09 07.89 5 85 .80 1. 23,2 -23, 07,9 207, Withdrawal 15.0 915. of surplus 5 05 reserves 2. Withdrawal of general risk provisions 3. -230 -230 -3,81 -234, ,507, ,507 1,557 318,6 Distribution 050. ,050 .09 07.89 for owners 80 .80 (or shareholders) 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 145 深圳市深粮控股股份有限公司 2022 年年度报告全文 earnings from the defined benefit plans 5. Carry-over retained earnings from other comprehensi ve income 6. Other (v) Reasonable reserve 1. 1,28 1,28 1,283 3,50 3,50 ,502. Withdrawal 2.97 2.97 97 in the reporting period 2. Usage in 1,28 1,28 1,283 3,50 3,50 ,502. the reporting 2.97 2.97 97 period (vi) Others 1,1 1,25 405, 1,81 4,63 66,61 4,696 IV. Balance 52, 9,63 575, 2,54 0,29 4,164 ,906, 535 9,65 490. 1,70 2,10 .37 266.7 at the end of ,25 6.65 42 1.27 2.34 1 the period 4.0 0 8. Statement of Changes in Owners’ Equity (Parent Company) Current period Unit: RMB/CNY 2022 Other equity instrument Other Capita Less: Share compr Reaso Surplu Retai Item Perp Total l Invent ehensi nable s ned capit Prefe etual Other owners’ Othe reserv ory ve reserv reserv profi al rred capit equity r e shares incom e e t stock al e secur 146 深圳市深粮控股股份有限公司 2022 年年度报告全文 ities I. Ending 1,152 0.00 0.00 0.00 3,018, 0.00 0.00 0.00 133,17 295, 4,598,96 ,535, 106,56 1,062. 149, 2,465.18 balance of the 254.0 8.27 28 580. previous year 0 63 Add: 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Changes of accounting policy Error 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 correction of the last period 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 1,152 0.00 0.00 0.00 3,018, 0.00 0.00 0.00 133,17 295, 4,598,96 ,535, 106,56 1,062. 149, 2,465.18 beginning 254.0 8.27 28 580. balance of the 0 63 current year III. Increase/ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 34,048 18,3 52,352,9 ,674.2 04,2 29.00 Decrease in 5 54.7 the period 5 (Decrease is listed with “-”) (i) Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 340, 340,486, 486, 742.50 comprehensive 742. income 50 (ii) Owners’ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 devoted and decreased capital 1.Common 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 shares invested by shareholders 2. Capital 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 invested by holders of other equity instruments 3. Amount 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reckoned into owners equity with 147 深圳市深粮控股股份有限公司 2022 年年度报告全文 share-based payment 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 0.00 0.00 0.00 34,048 -322, -288,133 (iii) Profit ,674.2 182, ,813.50 distribution 5 487. 75 1. Withdrawal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 34,048 -34,0 0.00 ,674.2 48,6 of surplus 5 74.2 reserves 5 2. Distribution 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -288, -288,133 133, ,813.50 for owners (or 813. shareholders) 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 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 forward internal owners’ equity 1. Capital 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reserves conversed to capital (share capital) 2. Surplus 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reserves conversed to capital (share capital) 3. Remedying 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 loss with surplus reserve 4. Carry-over 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 retained earnings from the defined benefit plans 5. Carry-over 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 retained earnings from other comprehensive income 148 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reserve 1. Withdrawal 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 in the reporting period 2. Usage in the 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 reporting period (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 1,152 0.00 0.00 0.00 3,018, 0.00 0.00 0.00 167,21 313, 4,651,31 ,535, 106,56 9,736. 453, 5,394.18 the end of the 254.0 8.27 53 835. period 0 38 Last period Unit: RMB/CNY 2021 Other equity instrument Perp Other Shar Capit Less: Pref etual compr Surpl Item e al Invent Reason Total ehensi us Retaine erre capit able Other owners’ capit Othe reserv ory ve reserv d profit d al reserve equity al r e shares incom e stoc secu e k ritie s I. The ending 1,15 3,018, 109,9 316,78 4,597,39 2,53 106,5 63,14 5,396.0 0,365.51 balance of the 5,25 68.27 7.23 1 previous year 4.00 Add: Changes of accounting policy Error correction of the last period Other II. The 1,15 3,018, 109,9 316,78 4,597,39 2,53 106,5 63,14 5,396.0 0,365.51 beginning 5,25 149 深圳市深粮控股股份有限公司 2022 年年度报告全文 balance of the 4.00 68.27 7.23 1 current year III. Increase/ 23,20 -21,635 1,572,09 7,915 ,815.38 9.67 Decrease in .05 the period (Decrease is listed with “-”) (i) Total 232,07 232,079, 9,150.4 150.47 comprehensiv 7 e income (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 23,20 -253,71 -230,507, 7,915 4,965.8 050.80 distribution .05 5 1. 23,20 -23,207 7,915 ,915.05 Withdrawal .05 of surplus reserves 2. -230,50 -230,507, 7,050.8 050.80 Distribution 0 for owners (or 150 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 comprehensiv e income 6. Other (v) Reasonable reserve 1. Withdrawal in the reporting period 151 深圳市深粮控股股份有限公司 2022 年年度报告全文 2. Usage in the reporting period (vi) Others IV. Balance at 1,15 3,018, 133,1 295,14 4,598,96 2,53 106,5 71,06 9,580.6 2,465.18 the end of the 5,25 68.27 2.28 3 period 4.00 III. Basic information of Company 1. Company profile Shenzhen Cereals Holdings Co., Ltd. (formerly the Shenzhen Shenbao Industrial Co., Ltd., hereinafter referred to as “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 the name as Shenzhen Shenbao Industrial Co., Ltd. on August 1991.Approved by the People’s Bank of China(Document (1991)No.126), the Company was listed on Shenzhen Stock Exchange. The Company belongs to the 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 shares with registered capital of 1,152,535,254.00 yuan. Registered address: Shenzhen, Guangdong Province; HQ of the Company: 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 applied for); feed management and processing (outsourcing); investment, operation and development of grain & oil logistics, 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, soft drinks 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 export business; engaged in real estate development and operation on the lands where the right-to-use has been legally acquired; development, operation, leasing and management of the own property; property management; providing management 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 approval before operation ). Licensed business item: wholesale of prepackaged food (excluding reheating prepackaged food) (in non-physical way); information service (internet information service only); general freight, professional transportation (refrigeration and preservation). 152 深圳市深粮控股股份有限公司 2022 年年度报告全文 The parent enterprise of the Company is Shenzhen Food Materials Group Co., Ltd and the actual controller of the Company is Shenzhen Municipal People’s Government State-owned Assets Supervision & Administration Commission 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 of consolidation 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 -Basic Standard issued by Ministry of Finance and specific accounting principle as well as the application guidance for the accounting principles for enterprise, interpretation to the accounting principles for enterprise and other related requirements (hereinafter referred to as Accounting Standards for Business Enterprise), combining the Information Disclosure Preparation Rules for Company Public Issuing Securities No.15-General Rules for Financial 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 the company based on the actual production and operation characteristics. Please refer to “15. Inventory”, “24. Fixed Assets”, and “39. Revenue” in this note for details. 1. Statement for observation of Accounting Standard for Business Enterprise The financial statements prepared by the Company are in accordance to requirements of Accounting Standard for Business Enterprise issued by Ministry of Finance, which truly and completely reflect the financial status of the Company and parent company on December 31, 2022, as well as the consolidate and parent company’s 153 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 31 December. 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 same control Business combination under the same control: The assets and liabilities the Company acquired in a business combination shall be measured in accordance with book value of assets, liabilities (including the ultimate controlling party of goodwill acquired by the merging parties and the formation of) stated in combined financial report of the ultimate controlling party on the merger date. The net book value of assets and the payment of the merger consideration in the merger book value (or nominal value of shares issued) shall be adjusted in the share premium 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, the liabilities incurred or assumed by the purchaser for the acquisition of the control of the purchaser and the equity securities issued on the purchase date. The difference between the fair value and book value is recognized in profit or loss. Goodwill is realized by the Company as for the difference between the combination cost and the fair value of the recognizable net assets of the acquiree acquired by acquirer in such business combination. In case that the above cost is less than the above fair value even with re-review, then the difference shall be recorded in current gains and losses. Each identifiable assets, liabilities and contingent liability of the acquiree acquired in a combination 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 fees for issuing equity securities or debt securities for the business combination shall be recorded into the initial confirmation amount of equity securities or debt securities. 154 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 influence the 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 financial statements in accordance with unified accounting policies to reflect the overall financial status, operating results and cash flow of the enterprise group. The influence of internal transactions between the company and its subsidiaries and among the subsidiaries shall be offset. If internal transactions indicate that the relevant assets have suffered impairment losses, the partial losses shall be confirmed in full. If the accounting policy and accounting period adopted by the subsidiary are inconsistent with the Company, when preparing the consolidated financial statements, make necessary adjustments in accordance with the Company's accounting policy and accounting period. Subsidiary's equity, current net profits or losses and current comprehensive income belonging to minority shareholders shall be listed respectively under item of owners’ equity in the consolidated balance sheet, item of net profit in profit sheet and item of total comprehensive income. Current loss minority shareholders of a subsidiary exceed the minority shareholders in the subsidiary's opening owners' equity share and the formation of balance, 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 subsidiaries or business, the operation results and cash flow of the subsidiaries or business from beginning to the end of the reporting shall be included in the consolidated profit statement; also adjust the opening figures of the consolidated financial statements and the related items in the comparative statements, the consolidated reporting body is considered 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, equity investments made before obtaining controlling right, relevant gains and losses and other comprehensive income as well as other changes in net assets confirmed during the latter date between point obtaining original equity and combined party and combinee under the same control day to the combined day, shall be offset against the retained earnings 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 same control, it shall be included in the consolidated financial statements on the basis of the fair value of various 155 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 additional investment and other reasons can lead investee to be controlled under the same control. Difference between the fair value and the book value is recognized as investment income. Other comprehensive income and other changes in owner’s equity under the equity method of accounting that can be reclassified to profit or loss at a later date are transferred 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 shall be re-measured at fair value at the date when control is lost. Price of equity disposal plus fair value of the remaining equity, then subtracting net assets held from the former subsidiary from the acquisition date or combination date initially measured in accordance with original stake and goodwill, the difference shall be included in investment income of the period losing controlling right. Other comprehensive income and other changes in owner’s equity under the equity method of accounting related to equity investments in former subsidiaries that can be reclassified to profit or loss in the future are transferred to investment income in the current 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 the transaction, situation and economic impact subject to one or above of the following conditions, usually it indicates repeated 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 loss of control; before the loss of control the difference between the disposal price and the corresponding net assets of the subsidiary, recognized as other comprehensive income in the consolidated financial statements, into current profit 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 accordance with relevant rules before losing controlling right, while in accordance with general accounting treatment when losing 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 newly acquired stake in the new calculation shall be entitled to the difference between the net assets from the acquisition 156 深圳市深粮控股股份有限公司 2022 年年度报告全文 date (or combination date) initially measured between the consolidated balance sheet adjustment capital balance of 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-term equity investment made between the relative net assets from the purchase date or the date of merger initially measured at the difference between the subsidiary shall enjoy, the consolidated balance sheet adjustment in the balance of the share premium, capital balance of the share premium insufficient, any excess is adjusted to retained earnings. 7. Classification of joint venture arrangement and accounting for joint operations The 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 the liabilities 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 on the share of the Company; 2) Recognition of the liabilities born by the Company individually and liabilities born jointly in proportion to the 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 operations based 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. Cash equivalent refers to the investment held by the Company with short maturity and strong liquidity that are easy to be 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 157 深圳市深粮控股股份有限公司 2022 年年度报告全文 with a systematic and reasonable method that approximates the spot rate on the date of the transaction. Tip: if the method is used, what method and what caliber should be specified) on the transaction date as the conversion rate to convert 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 on the balance sheet date. The resulting exchange differences, except that the balance of exchange generated from the foreign currency special borrowings related to the assets whose acquisition and construction are eligible for capitalization is disposed in accordance with the principle of borrowing costs capitalization, are included in the current 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; except for the “undistributed profit” item, other items of the owner's equity items are converted at the spot exchange rate at the 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 approximates the spot rate on the date of the transaction. Tip: if the method is used, what method and what caliber should be specified)on the transaction date. When disposing an overseas operation, the translation difference of the foreign currency financial statements related to 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 a financial instrument contract. 10.1 Categories of financial instruments According to the business model of managing financial assets and the contractual cash flow characteristics of financial assets, at initial recognition, the Company classifies the financial assets into the financial assets measured at amortized cost, the financial assets(debt instrument) measured at fair value and whose changes are included in other comprehensive income, and the financial assets measured at fair value and whose changes are included in current gain or loss. The Company classifies the financial assets that meet the following conditions and are not designated to be measured at fair value and whose changes are recorded into the current gain/losses as financial assets measured at amortized 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 principal amount. 158 深圳市深粮控股股份有限公司 2022 年年度报告全文 The Company classifies the financial assets (debt instruments) that meet the following conditions and are not specified 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 financial assets; - contractual cash flows represent only payments of principal and interest based on the outstanding principal amount. 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 the initial recognition. The designation is made on a single investment basis and the related investment meet the definition 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 changes included in other comprehensive income, the Company classifies all other financial assets as financial assets measured at fair value and with changes included in current profits and losses. At the time of initial recognition, if accounting mismatches can be eliminated or significantly reduced, the Company can irrevocably designate the financial assets that should be classified as financial assets measured at amortized cost or measured at fair value and whose changes are included in other comprehensive income as the financial assets measured at fair value and whose 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 and whose 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 at fair 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 financial liability 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 costs are included in the initial recognition amount. The accounts receivable not including major financing components and the accounts receivable that the Company decides not to consider the financing component of not more than one 159 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 and loss. When recovering or disposing, the difference between the price obtained and the book value of the financial asset is included in the current profit and loss. 2) Financial assets (debt instruments) measured by fair value and whose changes are included in other comprehensive income Financial assets (debt instruments) measured by fair value and whose changes are included in other comprehensive income, including receivables financing, other debt investment, etc., are initially measured by fair value, and related transaction expenses are included in the initial recognition amount. The financial assets are subsequently measured by 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 comprehensive income 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 other comprehensive income Financial assets (equity instruments) measured by fair value and whose changes are included in other comprehensive income, including other equity instruments, etc., are initially measured by fair value, and related transaction expenses are included in the initially recognized amount. The financial assets are subsequently measured by fair value, and changes in fair value are included in other comprehensive income. The dividends obtained are included in the current profits and losses. When a financial asset is terminated for recognition, the accumulated gain or loss previously included in other comprehensive 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 loss Financial assets measured by fair value and whose changes are included in current profit and loss, including tradable financial assets, derivative financial assets and other non-current financial assets, etc., are initially measured by fair value, and related transaction expenses are included in the initial recognition amount. The financial assets are subsequently measured by fair value, and changes in fair value are recognized in current profit and loss. 5) Financial liabilities measured by fair value and whose changes are included in current profit and loss 160 深圳市深粮控股股份有限公司 2022 年年度报告全文 Financial liabilities measured by fair value and whose changes are included in current profit and loss, including transaction financial liabilities, derivative financial liabilities, etc., are initially measured by fair value, and related transaction expenses are included in current profit and loss. The financial liabilities are subsequently measured by fair 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 consideration paid 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 and loss. When a financial liability is terminated for recognition, the difference between the consideration paid and the book value 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 financial asset have been transferred to the transferee; - the financial assets have been transferred. Although the company has neither transferred nor retained nearly all the 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 financial asset 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 for transfer 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 meeting condition for discontinued recognition, balance between the following two items is recorded in current gains and losses: 1) Carrying value of financial assets in transfer; 161 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 fair value and whose changes are recorded into other comprehensive income) As for the partial transfer meeting condition for discontinued recognition, entire carrying value of financial assets in transfer is shared by discontinued recognition part and continued recognition part, in light of their respective fair 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 to accumulative movements of fair value originally recorded in owners’ equity directly (applicable when financial assets involved in transfer belong to financial assets (debt instrument) measured by fair value and whose changes are included in other comprehensive income). Financial assets are still subject to recognition if transfer of such assets doesn’t satisfy the condition for discontinued 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 terminate the recognition for such financial liabilities or part of it. If the company enters into agreement with its creditor to substitute for the existing financial liabilities by means of assuming new financial liabilities, the company shall terminate the recognition for the existing financial liabilities and recognize the new financial liabilities provided that 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 financial liabilities, it shall terminate the recognition for the existing financial liabilities or part of it. Meanwhile, the financial 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 carrying value of such financial liabilities and consideration paid (including the non-cash assets exchanged or new financial 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 the continuing recognition part and the derecognizing part, the company shall allocate the carrying value of the financial liabilities in whole on the repurchase date. Difference between the carrying value allocated to the derecognizing part and the consideration paid (including the non-cash assets exchanged or new financial liabilities assumed) shall be recorded in current gains and losses. 10.5 Recognition method for fair value of financial assets and financial liabilities As for the financial instrument with an active market, the fair value is determined by the offer of the active market; 162 深圳市深粮控股股份有限公司 2022 年年度报告全文 in case there is no active market for a financial instrument, the valuation techniques will be used to determine its fair value. At the time of valuation, the Company adopts applicable valuation techniques in the present case for which there is enough available data and other information technology to support valuation, chooses input values that are consistent with the asset or liability characteristics considered by market participants in the transaction of related assets or liabilities, and prioritizes the use of relevant observable input values. Where relevant observable inputs 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 treatment The 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, and financial guarantee contracts in a single or combined way. The Company considers reasonable and well-founded information about past events, current conditions, and forecasts of future economic conditions, and uses the risk of default as the weight to calculate the probability-weighted amount of the present value of the difference between the cash flow receivable from the contract 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 Company measures its loss provision based on the amount equivalent to the expected credit losses for the entire duration of the financial instrument; if the credit risk of the financial instrument has not risen significantly since the initial recognition, the Company measures its loss provision based on the amount equivalent to the expected credit losses of the financial instrument in the next 12 months. The increase or reversal amount of the resulting loss provision is included 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 of default on the date of initial recognition to determine the relative change in the risk of default during the expected life of the financial instrument so as to assess whether the credit risk of the financial instrument has increased significantly since the initial recognition. Usually, if it is overdue for more than 30 days, the Company shall believe that the credit risk of the financial instrument has increased significantly, unless there is conclusive evidence that the credit 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 risk of 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 make provision for impairment of the financial asset on a single basis. Regarding the accounts receivable and contract assets formed from transactions regulated by the “Accounting 163 深圳市深粮控股股份有限公司 2022 年年度报告全文 Standards for Business Enterprises No. 14-Revenue” (2017), regardless of whether it contains a significant financing component, the Company always measure its loss reserves at the amount equivalent to the expected credit loss during the entire duration. For lease receivables, the Company always chooses to measure its loss reserves at an amount equivalent to expected credit losses during the entire duration. If the Company no longer reasonably expects whether the contractual cash flow of a financial asset can be recovered 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 in process-outsourced and so on. Inventory is initially measured at cost, which includes the costs of purchase, processing costs and other expenditures 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 nature of 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 the cost of inventories is higher than its net realizable value, make provisions for inventory write-down. The net realizable 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, is measured as the residual value after deducting the estimated sales expense and related taxes and fees from the estimated selling price; the net realizable value of an item of inventories subject to further processing, 164 深圳市深粮控股股份有限公司 2022 年年度报告全文 in normal business production, is measured as the residual value after deducting the sum of the estimated costs of completion, sales expense and related taxes and fees from the estimated selling price of the for-sale item. The net realizable value of the quantity of inventories held to satisfy firm sales or service contracts 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 the inventory value have disappeared, causing the net realizable value of the inventory to be higher than its book value, it shall be reversed within the amount of the inventory write-down that has been withdrawn, and the reversed 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 between performance obligations and customer payments. The Company lists the right (and the right depends on other factors other than the passage of time) to receive consideration for the transfer of goods or services to customers as contract assets. Contract assets and contract liabilities under the same contract are presented in net amount. The Company’s unconditional (only depending on the passage of time) right to collect consideration from customers are separately listed as receivables. 16.2 Determination method and accounting treatment method of expected credit loss of contract assets Found 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 the exchange of non monetary assets with commercial substance) rather than continuous use, it is classified as held 165 深圳市深粮控股股份有限公司 2022 年年度报告全文 for sale. The Company classifies non-current assets or disposal groups that meet the following conditions as held for sale categories: (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 a confirmed purchase commitment, and it is expected that the sale will be completed within one year. The relevant regulations require approval from the relevant authority or regulatory department of the company before sale, and approval has been obtained. If the book value of non-current assets (excluding financial assets, deferred income tax assets, and assets formed by employee compensation) or disposal groups held for sale is higher than the net amount of fair value minus selling expenses, the book value shall be written down to the net amount of fair value minus selling expenses. The written down amount shall be recognized as asset impairment loss and included in the current profit and loss, and a 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 relevant agreement, and the relevant activities of the arrangement must be agreed upon by the participants sharing the control rights before making a decision. Where the Company and other joint venture parties jointly control the invested entity and have rights to the net assets of the invested entity, the invested entity is the joint venture of the Company. Significant influence refers to the right to participate in making decisions relating to the financial and operational policies 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 the joint 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, the initial investment cost of the long-term equity investment is based on the share of the book value of the owner’s 166 深圳市深粮控股股份有限公司 2022 年年度报告全文 equity of the combined party obtained in the consolidated financial statements of the ultimate controlling party on the combining date. The difference between the initial investment cost of long-term equity investment and the book value of the consideration paid shall be used to adjust the equity premium in the capital reserve; when the equity premium in the capital reserve is insufficient to offset, adjust the retained earnings. If it is possible to exercise control over an investee under the same control due to additional investment, etc., adjust the equity premium based on the difference between the initial investment cost of the long-term equity investment confirmed in accordance with the above principles and the book value of the long-term equity investment before the combination plus the sum of the book value of the new valuable consideration for the shares obtained on the combining 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, the initial investment cost is based on the cost of the combination determined at the date of purchase. If it is possible to exercise control over an investee not under the same control due to additional investment, the sum of book value of the equity investment originally held plus the cost of the additional investment is used as the initial investment 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 as initial investment cost. For long-term equity investments obtained through issuance of equity securities, the fair value of such securities shall 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 satisfies conditions for held-for sale. Other than payment actually paid for obtaining investment or cash dividend or profit included in consideration which has been declared while not granted yet, the Company recognizes investment income 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. Where the initial investment cost of a long-term equity investment exceeds the Group’s share of the fair value of the investee’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 net assets at the time of acquisition, the difference is recognized in profit or loss for the period. And adjusted the costs of long-term equity investment at the same time. 167 深圳市深粮控股股份有限公司 2022 年年度报告全文 Return on investments and other comprehensive income is recognized respectively by shares of net gains and losses realized by the invested company and other comprehensive income, and book value of such investment is adjusted accordingly. Profit or cash dividends pro rata distributed by the invested company are to minus book value of the relative long-term investment. Book value of long-term investment is adjusted when changes occur other 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 equity changes that should be enjoyed by the investee, adjust the net profit and other comprehensive income of the investee based on the fair value of the investee’s identifiable net assets at the time when the investment is obtained and 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 the Company, affiliated units and joint-ventures should calculated by proportion of shares-holding which should be offset, than recognized investment gains/losses(except where the assets invested or sold constitute a business). If the unrealized internal transaction losses with the investee are assets impairment losses, they will be fully recognized. In addition to assuming obligations for additional losses, the company’s net losses to joint ventures or associated enterprise are limited to the book value of long-term equity investments and other long-term equity that actually constitutes net investment in joint ventures or associates write down to zero. If a joint venture or an associated enterprise realizes net profits in the future, the company resumes recognizing its share of profits after the share of profits 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 equity investment shall be included in current period gains and losses. Long-term equity investment accounted for by equity method For long-term equity investments accounted for by partial disposition equity method, the remaining equity is still accounted for by the equity method, the other comprehensive income recognized by the original equity method shall be carried forward in a corresponding proportion on the same basis as the direct disposal of related assets or liabilities by the investee, other changes in owner's equity are carried forward to the current profit and loss on a pro rata basis. If the joint control or significant influence on the investee is lost due to the disposal of equity investment, for the other comprehensive income recognized by the original equity investment due to the adoption of the equity 168 深圳市深粮控股股份有限公司 2022 年年度报告全文 method, use the same basis as the investee to directly dispose of related assets or liabilities for accounting treatment when terminating the adoption of the equity method, the same basis as the direct disposal of related assets or liabilities by the investee is used for accounting treatment, all other changes in owner's equity are transferred 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 equity can exercise joint control or exert significant influence on the investee when preparing individual financial statements, the equity method shall be used for accounting and the remaining equity shall be deemed to be accounted for by the equity method for adjustment since the acquisition, and the other comprehensive income recognized before obtaining the control of the investee is carried forward on the same basis as the direct disposal of related assets or liabilities by the investee in proportion, changes in other owners’ equity confirmed by the equity method are carried forward to the current profit and loss on a pro rata basis; if the remaining equity cannot exercise joint control or exert significant influence on the investee, it shall be recognized as a financial asset, and the difference between its fair value and book value on the day when the control is lost is included in the current profit and loss, and all other comprehensive income and other owner's equity changes recognized before obtaining the 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 is a package transaction, each transaction shall be accounted for as a transaction that disposes of the equity investment of the subsidiary and loses control. The difference between the cost of each disposal before the loss of control and the book value of the long-term equity investment corresponding to the equity being disposed of is first recognized as other comprehensive income in individual financial statements, and then transferred to the current profit and loss of the loss of control when the control is lost. If it is not a package transaction, each transaction shall be accounted for separately. 23. Investment real estate Measurement Measured by cost Depreciation or amortization method Investment 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 after appreciation, the rented buildings (including the buildings for rent after completion of self-construction or development 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 it is probable that the related economic benefits will flow and the cost can be measured; otherwise, charged to current gain/loss as incurred. 169 深圳市深粮控股股份有限公司 2022 年年度报告全文 Current investment real estate of the Company are measured by cost. As for the investment real estate-rental building measured by cost, the depreciation policy is same as the fixed assets of the Company, the land use right for 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, providing services, lease or for operation & management, and have more than one year of service life. Fixed assets should be recognized 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 economic benefits are likely to flow in and their costs can be reliably measured; the book value of the replaced part is derecognized; 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 depreciation rate 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 based on the carrying amount after deduction of the provision for impairment and remaining useful life. Where individual component parts of an item of fixed asset have different useful lives or provide benefits to the enterprise in different manners thus necessitating use of different depreciation rates or methods, the depreciation of the fixed asset is respectively provided. Depreciation methods, periods, residual value rate and annual depreciation rates of fixes assets are as follows Years of Scrap value Yearly depreciation Category Method depreciation rate rate Straight-line House and buildings depreciation Straight-line Production buildings 20-35 5.00 2.71-4.75 depreciation 170 深圳市深粮控股股份有限公司 2022 年年度报告全文 Straight-line Non-production buildings 20-40 5.00 2.38-4.75 depreciation Temporary dormitory and simple room Straight-line 5-15 5.00 6.33-19.00 etc. depreciation Straight-line Gas storage bin 20 5.00 4.75 depreciation Straight-line Silo 50 5.00 1.90 depreciation Straight-line Wharf and supporting facilities 50 5.00 1.90 depreciation Straight-line Machinery equipment depreciation Straight-line Other machinery equipment 10-20 5.00 4.75-9.50 depreciation Straight-line Warehouse transmission equipment 20 5.00 4.75 depreciation Straight-line Transport equipment 3-10 5.00 9.50-31.67 depreciation Straight-line Electronic equipment and others 2-10 5.00 9.50-47.50 depreciation (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 expenditures incurred before the construction in progress reaches its intended usable state. When the construction in progress reaches the intended usable state, it will be transferred to fixed assets and depreciation will be accrued from the next 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 and included in the relevant asset costs; Other borrowing costs are recognized as expenses based on their amount at the time of occurrence and included in the current profit and loss. Assets satisfying the 171 深圳市深粮控股股份有限公司 2022 年年度报告全文 conditions of capitalization refer to fixed assets, investment real estate inventories and other assets which take 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 the time 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 capitalization reached 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 is suspended abnormally for over 3 months, capitalizing of borrowing expenses shall be suspended; the suspended assets that satisfy the conditions of capitalization meet the necessary procedure of reaching predicted usable status or for-sale status, capitalizing of borrowing expenses shall be resumed. The borrowing expenses occurred during the 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 amount As 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 special borrowing, the interest income earned by borrowing funds that have not ye been used, deposited in the bank or the investment 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 determined according to the weighted average of the asset expenditures of accumulated asset expenditures over the special borrowings multiplying by the capitalization rate of the occupied general borrowings. The capitalization rate is determined 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 172 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 specialized foreign 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 productive biological assets, consumptive biological assets and biological assets for commonweal according to the purpose 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 production and operation purposes constitute the cost of productive biological assets. Subsequent expenditures incurred after 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 of consumptive biological assets, and subsequent expenditures incurred after closure are included in the current profit and loss. The consumptive biological assets are carried at cost when harvested using the proportional method of accumulation. (5) The Company’s biological assets are mainly tea trees. The company’s productive biological assets that achieve the intended production and operation purposes are depreciated according to the average service life method, and the service life is determined as the remaining period of land use after deducting the immature tea tree period (5 years), the residual value rate is 5%. At the end of each year, the company reviews the service life, expected net residual value and depreciation methods. If the service life and expected net output value are different from the original estimate, or there is a significant change in the realization of economic benefits, it will be used as an accounting estimate change to adjust the service life or estimated net output value or change the depreciation method. (6) Biological assets for commonweal refer to biological assets whose main purpose is protection and environmental protection, including wind-breaking and sand-fixing forests, soil and water conservation forests, and water conservation forests. The cost of self-constructed biological assets for commonweal shall be determined in accordance with the necessary expenditures such as cost of planting, tending fees, forest protection fees, forest culture and management facility fees, improved seed experiment fees, survey design fees, and indirect costs that should be 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 173 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 payments attributable 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 they become usable to the end of expected useful life; Intangible assets for which it is impossible to predict the term during which the assets can bring in economic benefits are viewed as intangible assets with indefinite life without amortization. Estimation of the service life of intangible assets with limited service life Amortization Residual value Item Predicted useful life Basis method rate Land use right Amortized the actual rest of life after certificate Straight-line 0.00% Certificate of land use of land use right obtained method right Forest tree use Service life arranged Straight-line 0.00% Protocol agreement right method Trademark use 10 years Straight-line 0.00% Actual situation of the right method Company Shop management Service life arranged Straight-line 0.00% Protocol agreement right method Software use right 5-8 years Straight-line 0.00% Protocol agreement method 174 深圳市深粮控股股份有限公司 2022 年年度报告全文 Patents and others 20 years Straight-line 0.00% Actual situation of the method Company Judgment basis on intangible assets with uncertain service life and review procedures for the service life Intangible assets for which it is impossible to predict the term during which the assets can bring in economic benefits are viewed as intangible assets with indefinite life. Intangible assets with indefinite life are not amortized during the holding period, and useful life is re-reviewed at the end of each accounting period. In case that it is still determined as indefinite after such re-review, then impairment test will be conducted continuously in every accounting period. (2)Accounting policy of the internal R&D expenditure Specific criteria for dividing research and development stages The 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 or technological knowledge, etc Development stage: stage of the activities that produced new or material advance materials, devices and products that by research results or other knowledge adoption in certain plan or design before the commercial production or usage. Specific conditions for capitalization of expenditure during the development phase Expenditures in the research phase are included in the current profit and loss when they occur. Expenditures in the development phase that meet the following conditions at the same time are recognized as intangible assets, and expenditures in the development phase that cannot meet the following conditions are included in the current profit and 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 owes a 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 intangible assets 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, all research 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, 175 深圳市深粮控股股份有限公司 2022 年年度报告全文 construction in progress, right-of-use assets, intangible assets with certain service life and oil & gas assets are tested for impairment if there is any indication that an asset may be impaired at the balance date. If the result of the impairment test indicates that the recoverable amount of the asset is less than its carrying amount, the provision for impairment and impairment loss shall be recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of the future cash flows expected to be derived from the asset. Provision for asset impairment is determined and recognized on the individual asset basis. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount of a group of assets to which the asset belongs is 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 assets that have not yet reached the usable state, regardless of whether there are signs of impairment, impairment test shall 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 business combination is apportioned to the relevant asset group according to reasonable methods from the date of purchase; if it is difficult to apportion it to the relevant asset group, apportion it to the relevant asset group portfolio. Relevant asset group or assets portfolio is the asset group or combination of assets group that can benefit from the synergies of the enterprise merger. When conducting impairment test for relevant asset group with inclusion of goodwill, in case that there is indication of impairment for such asset group, impairment test would be firstly conducted in respect of the asset groups without inclusion of goodwill. Then, it shall calculate the recoverable amount and determine the corresponding impairment loss as compared to its carrying value. Then conduct an impairment test on the asset group or asset group portfolios containing goodwill, and compare their book value with the recoverable amount. If the recoverable amount is lower than the book value, the amount of impairment loss first deducts the book value of the goodwill allocated to the asset group or asset group portfolio, and then deducts the book value of the other assets in proportion according to the proportion of the book value of the other assets other than goodwill in the asset group or asset group portfolio. Once recognized, asset impairment loss would not be reversed in future accounting period. 32. Long term prepaid expense Long term prepaid expense represents the expense which the Company has occurred and shall be amortized in the current and later periods with amortization period exceeding one year. Long-term prepaid expenses of the Company includes expenditures on improvement of investment real estate, decoration fee and expenditure for fixed assets improvement etc. Long term prepaid expense is amortized during the beneficial period under straight line method. 176 深圳市深粮控股股份有限公司 2022 年年度报告全文 33. Contract liabilities The Company lists contract assets or contract liabilities in the balance sheet based on the relationship between performance obligations and customer payments. The Company’s obligation to transfer goods or provide services to customers for consideration received or receivable from customers is listed as contract liabilities. Contract assets 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 profit or loss or relevant assets costs. Regarding to the social insurance and housing funds that the Company pays for employees, the Company should recognize corresponding employees benefits payable according to the appropriation basis and proportion as stipulated 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 assets according to the actual amount when actually incurred, and the non-monetary welfare shall be measured at fair value. (2)Accounting treatment for post employment benefits 1) Defined contribution plan The Company pays basic endowment insurance and unemployment insurance for employees according to the relevant regulations of the local government. In the accounting period in which employees provide services for the Company, the amount to be paid is calculated according to the local payment base and proportion, and is recognized as a liability and included in current profit and loss or related asset cost. In addition, the Company also participates in the enterprise annuity plan/supplementary pension insurance fund approved by the relevant state departments. The Company pays a certain percentage of the total wages of employees to the annuity plan/local social insurance agency, and the corresponding expenditures are included in the current profit and loss or the cost of related asset. 2) Defined benefit plan The Company assigns the benefit obligation arising from the defined benefit plan to the period during which the employee 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. 177 深圳市深粮控股股份有限公司 2022 年年度报告全文 The deficit or surplus formed by the present value of the defined benefit plan obligation minus the fair value of the defined benefit plan asset is recognized as a net benefit or net asset of the defined benefit plan. If there is a surplus in the defined benefit plan, the Company measures the net assets of the defined benefit plan by the lower of the surplus and 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 of the annual reporting period in which the employee provides services, are discounted based on the market return of the national debt matching with the defined benefit plan obligations deadline and currency or the high quality corporation 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 the defined benefit plan are included in the current profit and loss or the related assets cost; the changes generated by the remeasurement 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 defined benefit plan is terminated, the part that was originally included in other comprehensive income will be carried forward 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 present value 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 from dismissal benefits shall be recognized on the earlier date of the following two, and shall be included in the current profit and loss: When the company cannot unilaterally withdraw the dismissal benefits provided by the dismissal plan or downsizing proposal; When the company confirms the costs or expenses related to the reorganization involving 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 the following conditions: (1) The responsibility is a current responsibility undertaken by the Company; 178 深圳市深粮控股股份有限公司 2022 年年度报告全文 (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 of current responsibilities. While determining the best estimation, take the risks, uncertainty and periodic value of currency related to the contingent issues into consideration. For major influence from periodic value of currency, determine the best estimation after discount on future relevant cash outflow. Where there is a continuous range of required expenditures, and the probability of occurrence of various results within this range is the same, the best estimation is determined according to the median value in the range; in other 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 outcomes and related probability calculation. If all or part of the expenditure required to pay off the estimated liabilities is expected to be compensated by a third party, the compensation amount shall be separately recognized as an asset when it is basically certain that it can be received, and the recognized compensation amount shall not exceed the book value of the estimated liability. The Company reviews the book value of estimated liabilities on the balance sheet date. If there is conclusive evidence that the book value does not reflect the current best estimate, the book value will be adjusted according to the current best estimate. 37.Share-based payment The Company’s share-based payment is a transaction that grants equity instruments or assumes liabilities determined based on equity instruments in order to obtain services from employees or other parties. The Company’s share-based payment is divided into equity-settled share-based payment and cash-settled share-based payment. 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 the fair value of equity instruments granted to employees. For share-based payment transactions that can be exercised immediately after the grant, the fair value of the equity instrument is included in the relevant cost or expenses on the grant date, and the capital reserve is increased accordingly. For share-based payment transactions that can be exercised only after completing the services during the waiting period or meeting the specified performance 179 深圳市深粮控股股份有限公司 2022 年年度报告全文 conditions after the grant, on each balance sheet date during the waiting period, the Company shall include the services obtained in the current period in the relevant cost or expenses based on the best estimate of the number of viable 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 recognized as if the terms were not modified. In addition, any modification that increases the fair value of the granted equity instruments, or a change in favor of the employee on the modification date, is recognized as an increase in services received. During the waiting period, if the granted equity instrument is canceled, the Company will treat the canceled granted equity instrument as an accelerated exercise, and immediately include the amount that should be recognized during the 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 to replace the canceled equity instrument on the grant date of the new equity instrument, then in the same manner as the modification of the terms and conditions of the original equity instrument, the granted alternative equity instruments 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 and determined on the basis of shares or other equity instruments undertaken by the Company. For share-based payment transactions that can be exercised immediately after the grant, the Company shall include them in the relevant 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 waiting period or meeting the specified performance conditions, on each balance sheet date during the waiting period, the Company shall include the services obtained in the current period in the relevant cost or expenses based on the best estimate of the viable equity instruments and the fair value of the liabilities undertaken by the Company, and include in the liabilities accordingly. On each balance sheet date and settlement date before the settlement of relevant liabilities, the fair value of the liabilities is re-measured, and the changes are included in the current profit and 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 an equity instrument at the time of initial recognition based on the contractual terms of preferred stocks/perpetual bonds 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 the following conditions, the entire financial instrument or its components shall be classified as a financial liability at the time of initial recognition. (1) There are contractual obligations that the Company cannot unconditionally avoid fulfilling with the cash payment or other financial assets; 180 深圳市深粮控股股份有限公司 2022 年年度报告全文 (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 the derivative instrument is not settled with a fixed amount of their own equity instruments in exchange for a fixed amount 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 the issuer 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 initial recognition. 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 the customer obtains control of the relevant goods or services. Obtaining control of related goods or services means being 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 to each individual performance obligation in accordance with the relative proportion of the stand-alone selling price of 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 performance obligation. The transaction price refers to the amount of consideration that the Company expects to be entitled to receive due to the transfer of goods or services to customers, excluding payments collected on behalf of third parties and payments expected to be returned to customers. The Company determines the transaction price in accordance with the 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-cash consideration, consideration payable to customers and other factors. The Company determines the transaction price that includes variable consideration at an amount that does not exceed the amount of accumulated recognized revenue that is unlikely to be materially reversed when the relevant uncertainty is eliminated. If there is a significant financing component in the contract, the Company determines the transaction price based on the amount payable in cash when the customer obtains control of the goods or services, and uses the actual interest method to amortize the difference between the transaction price and the contract consideration during the contract period. (Tips: for the interval between the transfer of control and the payment of the price by the customer does not exceed one year, the enterprise may disregard the financing component thereof. Enterprise should make 181 深圳市深粮控股股份有限公司 2022 年年度报告全文 disclosure according to the actual situation ) It belongs to the performance obligation fulfilled within a certain period of time when meeting one of the following 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 the same 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 the entire contract period. For performance obligations performed within a certain period of time, the Company recognizes revenue according to the performance progress during that period, except where the performance progress cannot be reasonably determined. The Company considers the nature of the goods or services and adopts the output method or the input method to determine the progress of performance. When the performance progress cannot be reasonably determined, and the costs incurred are expected to be compensated, the Company shall recognize the revenue according to the amount of the costs incurred until the performance progress can be reasonably determined. For performance obligations performed at a certain point in time, the Company recognizes revenue at the point when the customer obtains control of the relevant goods or services. When judging whether a customer has obtained 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 the current 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 of the goods in kind. The Company has transferred the main risks and rewards of the ownership of the goods to the customer, that is, 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 goods have been delivered and in compliance with the relevant terms of the contract; for export sales, the realization of sales revenue is recognized after the goods have been delivered and declared to the customs and meet the relevant terms of the contract. 2. Income from the provision of labor services: The Company provides the grain and oil dynamic reserve and its 182 深圳市深粮控股股份有限公司 2022 年年度报告全文 rotation services for the Shenzhen Municipal Government, and the income is recognized when the relevant labor activities occur. Operating Regulations for Shenzhen Municipal Government Grain Reserve Cost Contracting and Shenzhen Edible Vegetable Oil Government Reserve Expenses All-inclusive Operational Regulations shall be used 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 and method stipulated in the relevant contracts or agreements. 2) Income from property leasing such as real estate, dock warehouses, and dock docking business shall be calculated 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 government for 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 or construction of or otherwise to form long-term assets. Government subsidies related to revenue refer to those other 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 classifies government subsidies as asset-related or income-related based on the following judgment: Disclosure requirement: disclose specific criteria for distinguishing between asset-related government subsidies and income-related. If the government document does not specify the object of the subsidy, it must also state the basis 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 the financial support policy and is expected to receive financial support funds, the government subsidy shall be recognized according to the amount receivable. In addition, government subsidies are recognized when they are actually 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 be obtained reliably, it shall be measured at its nominal amount (RMB 1). Government subsidies measured at the nominal 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 183 深圳市深粮控股股份有限公司 2022 年年度报告全文 subsidy business should be accounted for using the gross method or the net method. Normally, the company only selects one method for the same or similar government subsidy business, and uses that method consistently for that 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 deferred income. If it is confirmed as deferred income, it shall be included in the current profit and loss in a reasonable and systematic way by stages within the useful life of the relevant assets (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); Government subsidy related to income that is used to compensate the Company’s related costs or losses in subsequent periods is recognized as deferred income, and is included in the current profit and loss during the period when the related costs or losses are recognized (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 offset related costs or losses; those used to compensate the Company’s related costs, expenses or losses are directly included 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 offset related costs or losses. The policy-related preferential loan interest discounts obtained by the Company shall be accounted for separately in the following two situations: 1) The finance allocates interest discount funds to the lending bank. If the lending bank provides loans to the Company at a policy-based preferential interest rate, the Company will use the actually received loan amount as the entry value of the loan, and calculate related borrowing costs according to the loan principal and the policy-based preferential interest rate. 2) If the finance directly allocates interest discount funds to the Company, the Company will write down the relevant 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 business mergers and transactions or events that are directly included in owner's equity (including other comprehensive income), the Company include current income tax and deferred income tax in current profit and loss. 184 深圳市深粮控股股份有限公司 2022 年年度报告全文 Deferred income tax assets and deferred income tax liabilities are calculated and recognized based on the difference (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 is likely to be obtained in the future to deduct deductible temporary differences. For the deductible losses and tax deductions that can be carried forward for subsequent years are limited to the future taxable income that is likely to 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, deferred income tax liabilities are recognized, unless the Company can control the timing of the reversal of the temporary differences and the temporary differences are not likely to be reversed in the foreseeable future. For deductible temporary differences related to investments in subsidiaries, associates and joint ventures, when the temporary differences are likely to be reversed in the foreseeable future and are likely to be used to deduct the taxable income 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 the applicable tax rate during the period when the relevant assets are expected to be recovered or the relevant liabilities 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 that sufficient taxable income cannot be obtained in the future to offset the benefits of deferred income tax assets, the book value of the deferred income tax assets shall be written down. When it is possible to obtain sufficient taxable income, 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 and pay off liabilities at the same time, the current income tax assets and current income tax liabilities are presented at the net amount after offsetting. On the balance sheet date, deferred income tax assets and deferred income tax liabilities shall be listed as the net amount 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 185 深圳市深粮控股股份有限公司 2022 年年度报告全文 a net basis; Income tax assets and deferred income tax liabilities are related to the income tax levied by the same tax administration department on the same taxation subject or related to different taxation subjects, however, in the period during which each important deferred income tax asset and liability are reversed in the future, the taxpayer involved intends to settle the current income tax assets and liabilities on a net basis or obtain assets and 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 of time in order to obtain consideration. On the start date of the contract, the company evaluates whether the contract is a lease contract or the contract includes a lease. In case one party of the contract transfers the right to control the use of one or more identified assets for a certain period of time in exchange for consideration, such contract is considered 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 accounting for each separate lease separately. If the contract includes both the leased and non-leased parts, the lessee and lessor shall split the leased and non-leased parts. However, the company, in case serving as the lessee, choose not to 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 are directly caused byimplementation of Finance and Accounting [2022] No. 13, if the following conditions are met at the same time, the Company will adopt a simplified method for all leases, and will not evaluate whether there is any 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 before concession; After considering both qualitative and quantitative factors, it is determined that there are no significant changes 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 than short-term leases and leases of low-value assets. Right-of-use assets are initially measured at cost. This cost includes: 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; 186 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 lease terms, 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 be reasonably 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 leased asset 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 principles described in Note V. (31) Impairment of long-term assets, and performs accounting treatment on the identified impairment losses. 2.Lease liabilities On the commencement date of the lease term, the Company recognizes lease liabilities for leases other than short-term leases and leases of low-value assets. The lease liability is initially measured at the present value of outstanding 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 the company 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 the lease 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 the fixed 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 current profit 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 the corresponding right-of-use assets under the following circumstances. If the book value of the right-of-use assets has been reduced to zero, but the lease liabilities still need to be further reduced, the The difference is included in the 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 lease liability at the present value of the rate calculation; When the actual fixed payment changes, the estimated payable amount of the residual value guarantee changes, or the index or ratio used to determine the lease payment changes, the company calculates the 187 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 discount rate 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 asset leases, and includes the relevant lease payments in the current profit and loss or related asset costs on a straight-line basis over each period of the lease term. Short-term leases refer to leases with a lease term of not more than 12 months and excluding purchase options on the commencement date of the lease term. A low-value asset lease refers to a lease with a lower value when a single leased asset is a brand-new asset. If the company subleases 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 lease change 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 company re-allocates the consideration of the contract after the change, re-determines the lease term, and calculates the current value based on the lease payment after the change and the revised discount rate to remeasure the lease liability. If the lease change leads to the narrowing of the lease scope or the shortening of the lease term, the company will reduce the book value of the right-of-use asset accordingly, and include the relevant gains or losses on partial or complete termination of the lease into the current profit and loss. If other lease changes result in re-measurement of 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, essentially transfers almost all the risks and rewards related to the ownership of the leased asset. Operating leases refer to leases other than financing leases. When the company serves as a sublease lessor, the sublease is classified based on 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 each period of the lease term. The company capitalizes the initial direct expenses related to operating leases and books them to the current profit and loss on the same basis as rental income recognition during the lease term. The variable lease payments that are not included in the lease receipts are recognized in the current profit and loss at 188 深圳市深粮控股股份有限公司 2022 年年度报告全文 the time of actual occurrence. If there is a change in the operating lease, the company will treat it as a new lease for accounting treatment from the effective date of the change, and the advance or receivable lease receipts related to 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 financing leases and derecognize financing lease assets. When the company initially measures the receivable financing lease payments, 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 receipts that 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 periodic interest rate. The derecognition and impairment of financing lease receivables shall be accounted for in accordance 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 the current 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 will treat 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 scope adjusted according to the contract status. If the change in financing lease is not treated as a separate lease for accounting purposes, the company will handle the 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 the lease change, and use the net lease investment before the effective date of the lease change as the book value of the leased asset; If the change takes effect on the lease commencement date, and the lease will be classified as a financing lease, the company will conduct accounting treatment in accordance with the policy on modifying or renegotiating 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 in accordance 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 the right-of-use assets formed by leaseback based on the portion of the original asset book value related to the 189 深圳市深粮控股股份有限公司 2022 年年度报告全文 leaseback obtained in the book value of original assets, and only recognizes the relevant gains or losses based on the rights transferred to the lessor; If the asset transfer in leaseback transaction does is not sales, the company, as the lessee, continues to recognize the transferred asset and recognizes a financial liability equal to the transfer income. 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 accounting treatment for the purchase of assets, and conducts accounting treatment for asset leasing in accordance with the aforementioned policy of “2. The company as the lessor”; In case the transfer of assets in leaseback transaction does not belong to sales, the company, as the lessor, does not recognize the transferred assets, but recognizes a financial 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. 15 The 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-products produced by the enterprise before the fixed assets reach the expected usable state or during the research and development, and stipulates that the net amount from relevant income of trial operation sales used to offset the cost shall not be used to write down fixed asset costs or the research and development expenditure. This provision came into force on January 1, 2022, and retroactive adjustments shall be made for trial operation sales that occurred between the beginning of the earliest period of financial statement presentation and January 1, 2022. The implementation of this provision has not had a major impact on the financial condition and operating results of the company. ①Judgment on onerous contract 190 深圳市深粮控股股份有限公司 2022 年年度报告全文 Interpretation No. 15 clarifies that the “cost of contract performance” considered by the enterprise when judging whether the contract constitutes an onerous contract shall include both the incremental cost of contract performance 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 contracts that have not fulfilled all the obligations on January 1, 2022. The early comparative financial statement data shall not be adjusted for the retained earnings and other related financial statement items at the beginning of the year when adjustment of cumulative affected amount is mad. The implementation of this provision has not had a major impact 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 adjustment of application scope and all similar lease contracts that met the conditions after the adjustment of application scope, and retroactively adjusted relevant lease contracts that have adopted lease change for accounting treatment before the issue of the Notice without adjusting the early comparative financial statement data; the implementation of this provision from January 1, 2022 to the implementation date of this Notice has not had a major impact on the financial condition and operating results of the company. (3) Implementation of Accounting Standards for Business Enterprises Interpretation No. 15 The 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 as equity instruments Interpretation 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 provisions of 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 equity items (including other comprehensive income item) in the way consistent with the accounting treatment adopted for 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 payable occur 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 on the financial condition and operating results of the company. ①Accounting treatment in which the enterprise modifies the share payment settled by cash to share payment settled by equity 191 深圳市深粮控股股份有限公司 2022 年年度报告全文 Interpretation No. 16 clarifies that if the enterprise modifies the terms and conditions in the agreement of share payment settled by cash to make it share payment settled by equity, on the modification date (whether within or after the waiting period), it shall calculate the share payment settled by equity according to the fair value on the date of modifying the granted equity instruments, and include the acquired services into capital reserve. At the same time, it shall terminate the recognition of liabilities of the share payment settled by cash recognized on the modification 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, 2022 to the date of implementation shall be adjusted according to this provision; if relevant transactions occurring before January 1, 2022 are not treated according to this provision, retroactive adjustment shall be made, and the cumulative 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 had a major impact on the financial condition and operating results of the company. 192 深圳市深粮控股股份有限公司 2022 年年度报告全文 (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 The output tax is calculated on the basis of the sales of goods and the taxable service income calculated according to VAT the tax law. After deducting the input tax 13.00%, 9.00%, 6.00%, 5.00%, 3.00% amount that is allowed to be deducted in the current period, the difference part is the value-added tax payable. Calculated according to the actual Urban maintenance and construction tax 7.00%, 5.0% value-added tax and consumption tax Enterprise income tax Calculated according to taxable income 25.00%, 20.00%, 15.00% Price-based resource tax, 1.2 percent of the remaining value after deducting 20% Property tax of the original value of the property; 12 1.20%, 12.00% percent of the rental income if levy by rents. When the property right of the real property is transferred, the contract price Deed tax 3.00%-5.00% shall be paid to the owner of the property right in one lump sum Rate of income tax for different taxpaying body: Taxpaying body Rate of income tax Shenzhen Cereals Holdings Co., Ltd. 25.00% 25.00% , some businesses are Shenzhen Cereals Group Co., Ltd(hereinafter referred to as “SZCG”) tax-free Shenzhen Hualian Grain and Oil Trading Co., Ltd.(hereinafter referred to as “Hualian Cereals and 25.00% Oil”) Dongguan Shenliang Hualian Cereals and Oil Trading Co., Ltd(hereinafter referred to as 25.00% “Dongguan Hualian”) 193 深圳市深粮控股股份有限公司 2022 年年度报告全文 Shenzhen Shenliang Hongjun Catering Management Co., Ltd.(hereinafter referred to as 25.00% “Shenliang Hongjun”) 25.00% , some businesses are Shenzhen Flour Co., Ltd(hereinafter referred to as “Shenzhen Flour”) 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 25.00% Kitchen”) 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 15.00% Logistics”) Shenzhen Shenliang Property Development Co., Ltd.(hereinafter referred to as “Shenliang 25.00% Property Development”) Shenzhen Shenliang Property Management Co., Ltd. (hereinafter referred to as “Shenliang 20.00% Property Management”) 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 25.00% “International Food”) Dongguan Shenliang Oil & Food Trade Co., Ltd.(hereinafter referred to as “Dongguan Oil & 25.00% Food”) Shuangyashan Shenliang Cereals Base Co., Ltd. (hereinafter referred to as “Shuangyashan”) 25.00% Shenzhen Shenbao Huacheng Technology Co., Ltd. (hereinafter referred to as “Shenbao 15.00% Huacheng”) 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 25.00% “Shenbao Tea Culture”) 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 25.00% Catering”) Hangzhou Fuhaitang Tea Ecology Technology Co., Ltd(hereinafter referred to as “Fuhaitang Tea 25% Ecology”) 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 25.00% Tea Supply Chain”) Shenzhen Shenliang Food Co., Ltd. (hereinafter referred to as “Shenzhen Shenliang Food”) 25.00% 194 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 25.00% Hongli”) Shenzhen Shenbao Industrial & Trading Co., Ltd (hereinafter referred to as “Shenbao Industrial & 25.00% Trading”) 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 Issues Concerning the VAT Collection and Exemption of Grain Enterprises (CSZ [1999] No. 198)” and “Shenzhen Tax Service, State Taxation Administration and Shenzhen Finance Bureau SGSF (SCF [1999] No.428)”, confirming that SZCG, the Company’s subsidiary, and its subsidiaries, are state-owned grain purchase and sale enterprises that undertake grain collection and storage tasks for Shenzhen, the grain sold is subject to tax-free declaration by rule and enjoys the exemption from VAT. In addition, according to the stipulation of the “Announcement of State Administration of Taxation on Relevant Management Matters After Clarifying the Cancellation of the Approval of Some VAT Preferential Policies” (SAT Announcement 2015 No. 38), the approval for exemption from VAT and the involved tax review and approval procedures for the state-owned grain enterprises that undertake grain collection and storage tasks, other grain enterprises that operate tax-free projects and enterprises that have edible vegetable oil sales business for government reserves are canceled and changed to record management. The taxpayer does not change the content of the record materials during the period of tax exemption can be put on a one-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 limited filing period started on January 1st, 2014.The VAT input tax amount of the preferential item was separately accounted for, and the input VAT calculation method cannot be changed within 36 months after the selection. As of December 31, 2022, the tax exemption policy has been in effect since its filing in 2014, and the company’s VAT input tax has not changed since it was accounted for separately in 2014, so the company continues to enjoy the tax preference. 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 on Continuing the Implementation of Tax Preferential Policies for Some National Reserve Commodity Reserves 195 深圳市深粮控股股份有限公司 2022 年年度报告全文 (Announcement No. 8 of 2022) confirming that the fund account book of SZCG, the Company’s subsidiary, and its direct depots is exempt from stamp duty, confirming that the written purchase and sale contracts of SZCG in the process of undertaking the commodity reserve business are exempt from stamp duty, and confirming that SZCG’s house property and land used for the commodity reserve business are exempt from house property tax and 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 the Extension of Preferential Policies of Enterprise Income Tax of Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone in Shenzhen, the enterprise income tax of qualified enterprises located in Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone is levied at the rate of 15.00%, and the Notice to be implemented from January 1, 2021 to December 31, 2025. The Company's subsidiary cold chain logistics is registered in Shenzhen Qianhai Cooperation Zone, which is eligible for preferential tax conditions. According to relevant 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 Enterprise Certificate (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 for three years. According to the relevant preferential policies of the state for high-tech enterprises, the qualified high-tech enterprises will pay corporate income tax at a reduced income tax rate of 15.00% within three years from 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 Enterprise Certificate (Certificate No.: GR202136000731) jointly issued by the Science and Technology Department of Jiangxi Province, the Finance Department of Jiangxi Province, and the Jiangxi Provincial Tax Service, State Taxation Administration, which is valid for three years. According to the relevant preferential policies of the state for high-tech enterprises, qualified high-tech enterprises will pay corporate income tax at a reduced income tax rate of 15.00% within three years from the year of identification. Wuyuan Ju Fang Yong will enjoy the preferential tax 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 Hubei Province, 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 the state for high-tech enterprises, qualified high-tech enterprises will pay corporate income tax at a reduced income tax rate of 15.00% within three years from the year of identification. Wuhan Jiacheng enjoys the preferential tax policy from 2022 to 2025. (5) According to the Notice of the Ministry of Finance and the State Taxation Administration on the Treatment of Corporate Income Tax Treatment of Fiscal Funds for Special Purposes (CS[2009]No.87), the governmental service incomes obtained by SZCG, the Company’s subsidiary, and its subordinate companies by carrying out 196 深圳市深粮控股股份有限公司 2022 年年度报告全文 government grain reserves business are fiscal funds for special purposes, those that meet the requirements can be regarded 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 the calculation of taxable income; for assets formed from expenditure, the calculated depreciation and amortization shall 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 the stipulations of the “Notice on Issuing the Scope (Trial) of Primary Processing of Agricultural Products Applicable to the Corporate Income Tax Preferential Policy (CS[2008]No.149)” and the “Supplementary Notice on the Scope of Primary Processing of Agricultural Products Applicable to the Corporate Income Tax Preferential Policy of the Ministry of Finance and the State Administration of Taxation” (CS[2011]No.26), the wheat primary processing is exempt from income tax. (7) According to the Announcement of the Ministry of Finance and the State Taxation Administration on the Implementation 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 the Implementation of Preferential Income Tax Policies for the Development of Small and Micro-profit Enterprises and Individual Business (GG[2021]No. 8), from January 1, 2021 to December 31, 2022, the part of the annual taxable income of small and low-profit enterprises not exceeding 1 million yuan shall be included in the taxable income at a reduced rate of 12.50%, and the enterprise income tax shall be paid at a tax rate of 20.00%. According to the Announcement of the Ministry of Finance and the State Administration of Taxation on the Further Implementation of Preferential Income Tax Policies for Small and Micro Enterprises (GG[2022]No. 13), from January 1, 2022 to December 31, 2024, the annual taxable income of small and micro profit enterprises exceeds 1 million yuan but does not exceed 3 million yuan. Deduct 25.00% as taxable income and pay corporate income tax at the rate of 20.00%. The company’s subsidiary Hainan Grain and Oil, Shenliang Property and Shenliang Quality Inspection 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 50,409,923.65 197 深圳市深粮控股股份有限公司 2022 年年度报告全文 Total amount of funds with restrictions on 1,008,301.74 1,039,843.45 use due to mortgage, pledge, or freezing 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 46,676,652.91 211,060,770.50 gains/losses 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 Ending balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Category Book Book Accrual Accrual Amount Ratio Amount value Amount Ratio Amount value ratio ratio Including: 198 深圳市深粮控股股份有限公司 2022 年年度报告全文 Including: If the provision for bad debts of note receivable 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 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 Amount changed in the period Category Opening balance Collected or Ending balance Accrual Written-off Other reversal 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 199 深圳市深粮控股股份有限公司 2022 年年度报告全文 Procedure of Resulted by related Enterprise Nature Amount written-off Written-off causes written-off transaction (Y/N) Explanation on note receivable written-off: 5. Account receivable (1) By category Unit: RMB/CNY Ending balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Category Book Accrual Accrual Book value Amount Ratio Amount value Amount Ratio Amount ratio ratio Account receivable 96,298,2 28.65% 95,725,0 99.40% 573,203.9 95,231,06 25.05% 92,862,56 97.51% 2,368,503.8 42.86 38.89 7 5.86 1.98 8 with bad debt provision accrual on a single basis Including: Account receivable 239,772, 71.35% 3,516,94 1.47% 236,255,8 284,943,0 74.95% 4,264,187 1.50% 280,678,83 846.96 9.98 96.98 25.46 .72 7.74 with bad debt provision accrual on portfolio Including: Including: 142,291, 42.34% 3,516,94 2.47% 138,774,8 143,007,1 37.62% 4,264,187 2.98% 138,742,92 769.29 9.98 19.31 08.06 .72 0.34 portfolio of sales receivable Object-specific 97,481,0 29.01% 97,481,07 141,935,9 37.33% 141,935,91 77.67 7.67 17.40 7.40 portfolio 336,071, 100.00% 99,241,9 236,829,1 380,174,0 100.00% 97,126,74 283,047,34 Total 089.82 88.87 00.95 91.32 9.70 1.62 Bad debt provision accrual on single basis:95,725,038.89 yuan. Unit: RMB/CNY Ending balance Name Book balance Bad debt provision Accrual ratio Accrual causes Guangzhou Jinhe Feed Extreme low 10,455,627.54 10,455,627.54 100.00% Co., Ltd possibility of recovery Shenzhen Faqun Extreme low 4,582,156.00 4,582,156.00 100.00% Industry Co., Ltd. possibility of recovery Extreme low Li Shaoyu owes for 2,929,128.53 2,929,128.53 100.00% possibility of recovery 200 深圳市深粮控股股份有限公司 2022 年年度报告全文 goods Zhuhai Doumen Huabi Extreme low 2,396,327.14 2,396,327.14 100.00% Feed Co., Ltd. possibility of recovery Chongqing Zhongxing Extreme low Food Industry Co., 2,354,783.30 2,354,783.30 100.00% possibility of recovery Ltd. Hengyang Feed Extreme low 2,591,566.65 2,591,566.65 100.00% Factory possibility of recovery Sichuan Zhongxing Extreme low Food Industry Co., 1,698,103.22 1,698,103.22 100.00% possibility of recovery Ltd. Shenzhen Buji Agricultural Products Extreme low Wholesale Center 1,534,512.45 1,534,512.45 100.00% possibility of recovery Market Xingmin Commercial Bank Extreme low Cao Shengyun 1,429,745.00 1,429,745.00 100.00% possibility of recovery Huaxing Feed Factory, Extreme low Shunde District, 1,290,274.22 1,290,274.22 100.00% possibility of recovery Foshan City Extreme low Shanghai office 1,059,295.90 1,059,295.90 100.00% possibility of recovery Shenzhen Dihuan Investment Extreme low 1,045,356.50 1,045,356.50 100.00% Development possibility of recovery Company Other single provision Extreme low 62,931,366.41 62,358,162.44 99.09% 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 Ending balance Name Book balance Bad debt provision Accrual ratio Including: Portfolio of sales 142,291,769.29 3,516,949.98 2.47% receivable 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: 201 深圳市深粮控股股份有限公司 2022 年年度报告全文 Unit: RMB/CNY Ending balance Name 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 refer 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 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 Amount changed in the period Category Opening balance Collected or Ending balance Accrual Written-off Other reversal Bad debt 92,862,561.98 3,744,463.00 881,986.09 95,725,038.89 provision accrual on single basis Sale receivable 4,264,187.72 -135,312.29 -611,925.45 3,516,949.98 portfolio 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 202 深圳市深粮控股股份有限公司 2022 年年度报告全文 (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 Procedure of Resulted by related Enterprise Nature Amount written-off Written-off causes written-off 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 Proportion in total receivables at Bad debt preparation ending receivable ending balance 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 involved Other 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: 203 深圳市深粮控股股份有限公司 2022 年年度报告全文 7. Accounts paid in advance (1) By account age Unit: RMB/CNY Ending balance Opening balance Account age 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 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 204 深圳市深粮控股股份有限公司 2022 年年度报告全文 Item Ending balance Opening balance 2) Significant overdue interest Unit: RMB/CNY Whether impairment Borrower Ending balance Overdue time Overdue causes 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 Whether impairment Item (or invested Reasons for not Ending balance Account age occurs and its judgment enterprise) collection 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 136,893,622.10 132,203,917.17 205 深圳市深粮控股股份有限公司 2022 年年度报告全文 2) Accrual of bad debt provision Unit: RMB/CNY Phase I Phase II Phase III Expected credit Expected credit losses for Expected credit losses for Bad debt provision Total losses over next 12 the entire duration (without the entire duration (with months credit impairment occurred) 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 -990,392.89 990,392.89 III 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 Amount changed in the period Opening Category Collected or Ending balance balance Accrual Written off Other reversal 206 深圳市深粮控股股份有限公司 2022 年年度报告全文 Bad debt 96,640,395.39 3,506,848.52 990,392.89 101,137,636.80 provision accrual on single basis Bad debt 3,185,683.43 654,902.59 -994,789.86 2,845,796.16 provision accrual on portfolio 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 Procedure of Resulted by related Enterprise Nature Amount written-off Written-off causes written-off transaction (Y/N) Explanation on other account receivable written-off: 5) Top 5 other receivables at ending balance by arrears party Unit: RMB/CNY Ratio in total ending balance of other Ending balance of bad Enterprise Nature Ending balance Account age account debt reserve receivables First Other intercourse funds 24,608,742.46 Within 1 year, over 17.98% 22,187,644.18 5 years 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 207 深圳市深粮控股股份有限公司 2022 年年度报告全文 Time, amount and basis Enterprise Government grants Ending balance Ending account age 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 be involved 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 Ending balance Opening balance Inventories fall Inventories fall provision or provision or Item contract contract Book balance Book value Book balance Book value performance costs performance costs impairment impairment provision provision 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 5,999,159.19 5,290,502.32 708,656.87 6,159,701.53 5,290,502.32 869,199.21 process-outsourced 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 Current amount increased Current amount decreased Item Opening balance Ending balance Accrual Other Reversal or write-off Other Raw materials 14,841,005.00 -1,014,293.62 502,536.60 13,324,174.78 208 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Ending balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision 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 the disclosure 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 Ending book Impairment Ending book Estimated Estimated Item Fair value balance provision value disposal cost 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 209 深圳市深粮控股股份有限公司 2022 年年度报告全文 Unit: RMB/CNY Ending balance Opening balance Item Maturity Maturity Face value Coupon rate Actual rate Face value Coupon rate Actual rate date 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 Ending balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Important creditors’ investment Unit: RMB/CNY Ending balance Opening balance Item Maturity Maturity Face value Coupon rate Actual rate Face value Coupon rate Actual rate date date Accrual of impairment provision Unit: RMB/CNY Phase I Phase II Phase III Expected credit Expected credit losses for Expected credit losses for Bad debt provision Total losses over next 12 the entire duration (without the entire duration (with months credit impairment occurred) 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 210 深圳市深粮控股股份有限公司 2022 年年度报告全文 Other explanation: 15. Other creditors’ investment Unit: RMB/CNY Loss impairment Change of Accumulated accumulated Opening Accrual Ending Item fair value in Cost change of recognized in Note balance interest balance the period fair value other comprehensi ve income Important other creditors’ investment Unit: RMB/CNY Ending balance Opening balance Other creditor item Maturity Maturity Face value Coupon rate Actual rate Face value Coupon rate Actual rate date date Accrual of impairment provision Unit: RMB/CNY Phase I Phase II Phase III Expected credit Expected credit losses for Expected credit losses for Bad debt provision Total losses over next 12 the entire duration (without the entire duration (with months credit impairment occurred) 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 Ending balance Opening balance Discount rate Item Bad debt Bad debt Book balance Book value Book balance Book value interval provision provision Impairment of bad debt provision Unit: RMB/CNY Bad debt provision Phase I Phase II Phase III Total 211 深圳市深粮控股股份有限公司 2022 年年度报告全文 Expected credit Expected credit losses for Expected credit losses for losses over next 12 the entire duration (without the entire duration (with months credit impairment occurred) 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 involved Other explanation 17. Long-term equity investment Unit: RMB/CNY Current changes (+,-) Openi Endin Ending Addi Other Oth Cash Accrua ng Cap Investme O g balance tiona compreh er dividend l of balanc ital nt gains t balanc of The invested entity l ensive equi or profit impair e red recognize h e impairm inve income ty announce ment (book ucti d under e (book ent stme adjustme chan d to provisi value) on equity r value) provision nt nt ge issued on I. Joint venture II. Associated enterprise Shenzhen Duoxi 2,782, -611,899. 2,170, 691.30 19 792.1 Equity Investment 1 Fund Management Co., Ltd. 31,534 - 30,21 ,652.7 9 4,746. 7 8 29 , Zhuhai Hengxing Feed -1,221,38 5 Industrial Co., Ltd. 3.40 2 3 . 0 8 Shenliang Intelligent 28,006 - 26,88 ,043.1 2 3,128. Wulian Equity -843,554. 5 7 82 Investment Fund 30 9 (Shenzhen) , 212 深圳市深粮控股股份有限公司 2022 年年度报告全文 Partnership Enterprise 3 6 (Limited) 0 . 0 3 Shenzhen Shenyuan 11,167 240,811. 11,40 ,056.2 14 7,867. Data Tech. Co., Ltd 7 41 Shenbao Liaoyuan 57,628.5 3 Investment Company Shenzhen Shenbao 2,870,00 0.00 (Xinmin) Foods Co., Ltd. Changzhou Shenbao Chacang E-business Co., ltd. Shenzhen Shichumingmen Catering Management Co., Ltd. 73,490 - 70,67 2,927,62 ,443.4 3 6,534. 8.53 9 7 63 7 , -2,436,02 Subtotal 8 5.75 8 3 . 1 1 73,490 - 70,67 2,927,62 ,443.4 3 6,534. 8.53 9 7 63 7 , -2,436,02 Total 8 5.75 8 3 . 1 1 Other explanation 18. Other equity instrument investment Unit: RMB/CNY Item Ending balance Opening balance 213 深圳市深粮控股股份有限公司 2022 年年度报告全文 Total 0.00 0.00 Itemized the non-tradable equity instrument investment in the period Unit: RMB/CNY Causes of those that designated Retained earnings measured by fair Cause of retained transfer from value and with its earnings transfer Dividend income Cumulative Item Cumulative gains other variation from other recognized losses comprehensive reckoned into comprehensive income other income 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 57,500.00 57,500.00 profit and loss 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 214 深圳市深粮控股股份有限公司 2022 年年度报告全文 (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 15,959,236.73 15,959,236.73 increased (1) Accrual or 15,959,236.73 15,959,236.73 amortization 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 215 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Machinery Electronic and other Item House and buildings Transport equipment Total equipment equipment 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 45,409,166.04 58,013,325.45 13,541.29 8,675,516.84 112,111,549.62 amount increased (1)Purchase 19,246,699.41 13,541.29 5,536,242.85 24,796,483.55 (2) Construction in progress 45,409,166.04 38,766,626.04 3,139,273.99 87,315,066.07 transfer-in 216 深圳市深粮控股股份有限公司 2022 年年度报告全文 (3) Increased by combination 3.Current 1,969,232.80 4,309,627.04 537,196.49 2,969,961.52 9,786,017.85 amount decreased (1) Disposal or 4,309,627.04 537,196.49 2,718,545.19 7,565,368.72 scrap 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 44,851,007.87 35,687,638.90 1,126,836.03 11,486,528.82 93,152,011.62 increased (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 1,368,434.57 3,520,135.27 417,507.24 2,734,758.64 8,040,835.72 decreased (1) Disposal or 3,520,135.27 417,507.24 2,520,702.11 6,458,344.62 scrap 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 4,478,118.30 4,478,118.30 increased (1) Accrual 4,478,118.30 4,478,118.30 3.Current amount 663,713.20 663,713.20 decreased (1) Disposal or 663,713.20 663,713.20 scrap 4.Ending balance 6,627,468.94 9,889.87 6,637,358.81 IV. Book value 217 深圳市深粮控股股份有限公司 2022 年年度报告全文 1.Ending book 1,612,768,734.92 484,582,169.09 3,764,782.11 37,009,308.57 2,138,124,994.69 value 2. Opening book 1,612,811,374.98 466,860,379.41 4,997,766.10 40,055,523.43 2,124,725,043.92 value (2) Temporarily idle fixed assets Unit: RMB/CNY Accumulated Impairment Item Original book value Book value Note depreciation provision (3) Fixed assets leased out by operation Unit: RMB/CNY Item Ending book value (4) Fix assets without property certification held Unit: RMB/CNY Reasons for without the property Item Book value 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 218 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Ending balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Dongguan grain 127,376,376.09 127,376,376.09 138,980,117.20 138,980,117.20 storage and wharf matching project Jiangxia Base Project 31,317,609.78 31,317,609.78 27,039,711.44 27,039,711.44 Installation 11,405,601.69 11,405,601.69 Project/Phase I Project (Shuangya Mountain) Pinghu Grain Depot 8,584,169.91 8,584,169.91 Phase III Low Temperature Rice Warehouse Expansion and Reconstruction Project-L2 Pinghu Grain Depot 7,637,139.21 7,637,139.21 Phase III Low Temperature Rice Warehouse Expansion and Reconstruction Project-L4 Cold chain intelligent 3,645,282.94 3,645,282.94 system CDE storage of 4,152,832.01 4,152,832.01 1,953,288.69 1,953,288.69 Dongguan Food Industrial Park and wharf mating projects Shenyuan data 2,777,600.00 2,777,600.00 1,587,200.00 1,587,200.00 technology smart logistics park management platform project Warehouse No. 6 Smart 1,175,982.45 1,175,982.45 219 深圳市深粮控股股份有限公司 2022 年年度报告全文 Warehouse Renovation Project Deep processing of 513,729.78 513,729.78 824,660.05 824,660.05 Dongguan Industry and Trading Food Shenbao Plaza project 3,842,333.64 3,842,333.64 3,842,333.64 3,842,333.64 Small packaging 8,250,772.32 8,250,772.32 production line 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 Includi ng: Propor Accum Curren amoun Interes Other tion of ulated Openi t Transf t of t decrea Ending project capital Capital ng amoun er-in Progre capital capital Item Budget sed in balanc invest ization resour balanc t fixed ss ization ization the e ment of ces e increas assets of rate in Period in interes ed interes Period budget t t in Period Dongg 1,242, 138,98 48,338 59,942 127,37 80.66 80.66 36,218 1,323, 3.00% 000,00 0,117. ,629.8 ,370.9 6,376. % % ,238.2 304.06 uan 0.00 20 7 8 09 6 grain Financ storag ial e and Institut wharf ion matchi Loans ng project CDE 1,087, 1,953, 2,516, 317,30 4,152, 98.68 98.68 86,730 Financ 300,00 288.69 844.22 0.90 832.01 % % ,568.7 storag ial 0.00 4 e of Institut Dongg ion uan Loans 220 深圳市深粮控股股份有限公司 2022 年年度报告全文 Food Industr ial Park and wharf mating project s 2,329, 140,93 50,855 60,259 0.00 131,52 122,94 1,323, Total 300,00 3,405. ,474.0 ,671.8 9,208. 8,807. 304.06 -- 0.00 89 9 8 10 00 (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 Ending balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision 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 221 深圳市深粮控股股份有限公司 2022 年年度报告全文 (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 9,692.40 9,692.40 increased (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 222 深圳市深粮控股股份有限公司 2022 年年度报告全文 1.Ending book 368,309.40 368,309.40 value 2. Opening book 378,001.80 378,001.80 value (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 2,495,073.86 2,495,073.86 increased New leasing 2,495,073.86 2,495,073.86 3.Current amount 79,643.49 79,643.49 decreased 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 21,525,543.86 233,722.29 21,759,266.15 increased (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 223 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Non-pat Tradem Software Land use ent Forest use Shop use Item Patent ark usage Other Total right technolo rights rights rights rights gy I. Original book value 1.Opening 639,497,28 47,245,91 184,073 54,841,23 22,859,10 3,610,487 21,221,42 789,459,52 2.33 8.89 .32 1.99 4.98 .37 2.64 1.52 balance 2.Current 3,714,520. 11,242,62 14,957,140. 22 0.29 51 amount increased (1) 5,735,498. 5,735,498.2 24 4 Purchase (2)Interna l R&D (3) Increased by 224 深圳市深粮控股股份有限公司 2022 年年度报告全文 combinati on Constructi 3,714,520. 5,507,122. 9,221,642.2 22 05 7 on in progress transferre d-in 3.Current amount decreased (1) Disposal 4.Ending 639,497,28 50,960,43 184,073 66,083,85 22,859,10 3,610,487 21,221,42 804,416,66 2.33 9.11 .32 2.28 4.98 .37 2.64 2.03 balance II. Accumula ted depreciati on 1.Opening 111,897,16 29,421,16 134,532 15,904,70 6,944,583. 1,525,322 7,543,227. 173,370,70 0.87 8.19 .76 5.80 32 .61 73 1.28 balance 2.Current 15,922,467. 1,284,837. 11,653.0 8,069,184. 772,863.0 54,002.70 3,819,275. 29,934,283. 36 58 7 16 5 86 78 amount increased (1) 15,922,467. 1,284,837. 11,653.0 8,069,184. 772,863.0 54,002.70 3,819,275. 29,934,283. 36 58 7 16 5 86 78 Accrual 3.Current amount decreased (1) Disposal 4.Ending 127,819,62 30,706,00 146,185 23,973,88 7,717,446. 1,579,325 11,362,50 203,304,98 8.23 5.77 .83 9.96 37 .31 3.59 5.06 balance III. Impairme nt provision 225 深圳市深粮控股股份有限公司 2022 年年度报告全文 1.Opening 5,553,283. 1,130,341. 6,683,625.4 54 88 2 balance 2.Current amount increased (1) Accrual 3.Current amount decreased (1) Disposal 4.Ending 5,553,283. 1,130,341. 6,683,625.4 54 88 2 balance IV. Book value 1.Ending 511,677,65 14,701,14 37,887. 40,979,62 15,141,65 2,031,162 9,858,919. 594,428,05 4.10 9.80 49 0.44 8.61 .06 05 1.55 book value 2. 527,600,12 12,271,46 49,540. 37,806,18 15,914,52 2,085,164 13,678,19 609,405,19 1.46 7.16 56 4.31 1.66 .76 4.91 4.82 Opening book value 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 226 深圳市深粮控股股份有限公司 2022 年年度报告全文 balance Internal Confirmed as Transfer to balance development Other intangible current profit expenditure assets and loss Total Other explanation 28. Goodwill (1) Goodwill original book value Unit: RMB/CNY Current increased Current decreased The invested Formed by entity or matters Opening balance Ending balance business Disposal forming goodwill combination Wuhan Jiacheng 1,953,790.56 1,953,790.56 Biotechnology Co., Ltd Yunnan Pu’er Tea 673,940.32 673,940.32 Trading Center Co., Ltd. Total 2,627,730.88 2,627,730.88 (2) Goodwill impairment provision Unit: RMB/CNY The invested Current increased Current decreased entity or matters Opening balance Ending balance Accrual Dispose forming goodwill Wuhan Jiacheng Biotechnology Co., Ltd Yunnan Pu’er Tea Trading Center 673,940.32 673,940.32 Co., Ltd. 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 Tea Trading Center held by Yunnan Hengfengxiang Investment Co., Ltd. After the completion of the acquisition, the 227 深圳市深粮控股股份有限公司 2022 年年度报告全文 Company has control over the Pu’er Tea Trading Center. The difference between the combined cost and the fair value 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 completion of the purchase, the Company has control over Wuhan Jiacheng. The difference between the combined cost and the fair value of the net identifiable assets on the combination date formed goodwill of 1,953,790.56 yuan. The Company engaged Yinxin Appraisal Co., Ltd. to issue an appraisal report. The appraisal method was to conduct impairment test on the asset portfolio including goodwill, and calculate the recoverable amount of such asset portfolio with the present value of estimated future cash flow of such asset portfolio. After testing, there was no impairment 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 growth rate, profit rate, discount rate, and forecast period when estimating the present value of the future cash flow), and the method of confirming the impairment loss of goodwill: Impact of goodwill impairment test Other explanation 29. Long-term expenses to be apportioned Unit: RMB/CNY Current amount Item Opening balance Current amortization Other decreased Ending balance increased Improve expenditure 14,283,062.63 9,114,462.10 5,765,573.05 17,631,951.68 for fix assets Decoration fee 9,235,428.02 4,227,681.97 2,857,309.09 2,429.78 10,603,371.12 Improve expenditure 283,138.77 38,175.96 244,962.81 for investment real estate Affiliated project of 70,356.31 26,383.56 43,972.75 resident area in Wuyuan Ju Fang Yong 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 228 深圳市深粮控股股份有限公司 2022 年年度报告全文 Ending balance Opening balance Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax differences asset differences asset Impairment provision for 61,591,107.94 14,415,444.33 62,056,367.05 15,139,642.20 assets Unrealized profits in 3,044,122.07 456,618.31 2,250,127.31 337,519.10 internal transactions 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 Ending balance Opening balance Item Taxable temporary Deferred income tax Taxable temporary Deferred income tax differences liabilities differences liabilities Asset evaluation increment of enterprise 59,019,394.01 13,381,949.47 61,157,763.69 13,868,191.82 combine under different control 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 Trade-off between the Ending balance of Trade-off between the Opening balance of deferred income tax deferred income tax deferred income tax deferred income tax Item assets and liabilities assets or liabilities after assets and liabilities at assets or liabilities after off-set period-begin off-set Deferred income tax 40,240,466.35 40,529,425.47 asset Deferred income tax 13,381,949.47 13,868,191.82 liabilities (4) Details of uncertain deferred income tax assets Unit: RMB/CNY Item Ending balance Opening balance Deductible temporary differences 139,979,872.07 155,064,630.67 229 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Ending balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Prepaid for 122,351.00 122,351.00 1,329,101.00 1,329,101.00 equipment Prepaid for 8,831,064.90 8,831,064.90 4,602,630.58 4,602,630.58 system 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 1,192,211,087.37 504,766,782.25 230 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 231 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 (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 232 深圳市深粮控股股份有限公司 2022 年年度报告全文 Item Opening balance Current increased Current decreased Ending balance I. Short-term 302,581,812.37 350,021,242.84 328,200,407.88 324,402,647.33 compensation II. After-service welfare-defined 17,397,568.50 28,486,749.23 31,929,133.23 13,955,184.50 contribution plans 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, 295,270,793.56 308,151,725.05 287,776,547.07 315,645,971.54 allowance and subsidy 2. Employees’ welfare 396,756.42 13,145,506.23 12,744,002.49 798,260.16 3. Social insurance 349,682.30 6,408,556.32 6,384,908.06 373,330.56 charges Including: medical 314,270.80 5,822,925.63 5,806,233.24 330,963.19 insurance premium Industrial injury insurance 6,181.14 229,862.11 227,613.69 8,429.56 premiums Maternity insurance 29,230.36 355,768.58 351,061.13 33,937.81 premiums 4. Housing public reserve 16,385,189.68 16,334,382.48 50,807.20 5. Trade union fee and 6,564,580.09 5,930,265.56 4,960,567.78 7,534,277.87 education fee 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 17,513,731.56 17,163,373.42 350,358.14 insurance premiums 2. Unemployment 8,702.95 201,745.18 200,191.41 10,256.72 insurance premiums 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 13,955,184.50 233 深圳市深粮控股股份有限公司 2022 年年度报告全文 Other explanation: 40. Taxes payable Unit: RMB/CNY Item Ending balance Opening balance VAT 4,549,095.77 5,394,516.81 59,136,130.15 Enterprise income tax 75,860,781.94 3,246,378.11 Personal income tax 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: 234 深圳市深粮控股股份有限公司 2022 年年度报告全文 (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 1,360,325.16 1,436,175.56 fund of tail 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 explanation Nil 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 108,955,105.34 235 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Premium Accrual and Face Issuance Bonds Amount Opening Issued in interest Paid in Ending Bonds discount value date term issued balance the period by face the period balance amortizati value on 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 236 深圳市深粮控股股份有限公司 2022 年年度报告全文 Total 0.00 0.00 (2) Changes of bonds payable (not including the other financial instrument of preferred stock and perpetual capital securities that classify as financial liability) Unit: RMB/CNY Premium Accrual and Face Issuance Bonds Amount Opening Issued in interest Paid in Ending Bonds discount value date term issued balance the period by face the period balance amortizati value on 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-end Changes of outstanding preferred stock and perpetual capital securities at period-end Unit: RMB/CNY Outstanding Period-beginning Current increased Current decreased Period-end financial Amount Book value Amount Book value Amount Book value Amount Book value instrument Explanation on the basis for classifying other financial instrument into financial liability Other 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 237 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 16,277,275.98 57,081.50 5,600.00 16,328,757.48 for grain deposits Shenzhen Hospital Phase III Housing Expropriation 989,646.00 302,169.00 1,291,815.00 Property Rights Exchange 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 238 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 loan contract between Changzhou Shenbao Chacang E-business Co.,Ltd. and Shenzhen Agricultural Products Financing Guarantee Co., Ltd., the Company shall assume joint and several liabilities for repayment of the debts of 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 Amo unt reck Amount Cost Othe New grants oned Assets-rel Opening reckoned in reduction r Ending Liability in the in ated/inco balance non-operatio in the chan balance Period othe me related n revenue period ges r inco me Intelligent management of 200, Assets-rel 266,666.52 000. 66,666.48 grain depot based ated 04 on mobile internet 239 深圳市深粮控股股份有限公司 2022 年年度报告全文 Special funds for intelligent upgrading and 954, Assets-rel transformation of 6,287,083.39 999. 5,332,083.43 ated grain warehouse 96 “Grain Safety Project” Government 1,51 Assets-rel central financial 6,219,714.58 1,93 4,707,783.99 ated funds 0.59 Base of further 274, Assets-rel processing for tea 274,999.96 999. ated and nature plants 96 Special fund for the development of 351, Assets-rel strategic emerging 2,485,265.75 209. 2,134,056.71 ated industries in 04 Shenzhen Industrialization of 196, Assets-rel 1,494,799.03 445. 1,298,353.15 instant tea powder ated 88 Subsidies for industrial technological advancement to the 204, Assets-rel 1,375,227.49 024. 1,171,203.01 enterprise whose ated 48 technology center is a municipal R&D center Grant for key technology 14,2 Assets-rel research and 110,276.21 44.9 96,031.25 ated industrialization of 6 instant tea powder Construction amount for 50 tons 124, Assets-rel for clearly 124,999.90 999. ated processing for 90 famous tea Subsidy for supply 150, Assets-rel system 150,000.00 000. ated construction of 00 240 深圳市深粮控股股份有限公司 2022 年年度报告全文 agricultural products Construction of O2O community sales service system for high 34,5 Assets-rel 1,679,875.08 47.0 1,645,328.02 quality grain and ated 6 oil based on B2C E-commerce platform Industrialization of Doximi 241, Assets-rel 241,860.58 860. E-commerce ated 58 platform Grain storage project of Dongguan 262, Assets-rel 7,455,646.47 257. 7,193,389.35 Shenliang ated 12 Logistics Co., Ltd. - Storage A Phase II of grain storage project of Dongguan 1,03 Assets-rel 28,843,497.4 29,874,797.96 1,30 Shenliang 4 ated 0.52 Logistics Co., Ltd.- Storage B Grain, oil and food headquarters and innovative public 18,000,000.0 Assets-rel service platform of 18,000,000.00 0 ated Dongguan Shenliang Logistics Co., Ltd. Construction of 450,000 ton silos and 60,000 ton 499, Assets-rel 16,588,744.4 17,088,323.76 579. film silos -CDE 4 ated 32 warehouse. Gas storage bin Other explanation: 241 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Increased (decreased) in this year +,- Opening Shares Ending balance balance New shares Bonus shares converted from Other Subtotal issued public reserve 1,152,535,254. 1,152,535,254. Total shares 00 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 Period-beginning Current increased Current decreased Period-end financial Quantity Book value Quantity Book value Quantity Book value Quantity Book value instrument 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 1,250,743,274.79 1,250,743,274.79 capital premium) 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: 242 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Current Period Less: written in other Less: written in other Account comprehensive comprehensive Less : Attributable Attributable to Opening before income in previous income in previous Ending Item income to parent minority balance income period and carried period and carried balance tax company shareholders tax in the forward to gains and forward to retained expense after tax after tax period losses in current earnings in current period period Total of other comprehensive 0.00 0.00 income Other explanation, including the active part of the hedging gains/losses of cash flow transfer to initial reorganization adjustment for the 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 405,575,490.42 34,048,674.25 439,624,164.67 reserves Total 405,575,490.42 34,048,674.25 439,624,164.67 Other explanation, including changes in current period and reasons for changes: 243 深圳市深粮控股股份有限公司 2022 年年度报告全文 60. Retained profit Unit: RMB/CNY Item Current period Last period Retained profit at the end of the previous year 1,812,541,701.27 1,637,536,441.03 before adjustment Retained profit at the beginning of the year after 1,812,541,701.27 1,637,536,441.03 adjustment Add: net profit attributable to shareholder of 420,594,871.27 428,720,226.09 parent company 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 retained profit 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 0.00 yuan. 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 Current period Last period Item 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: 244 深圳市深粮控股股份有限公司 2022 年年度报告全文 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: Nil Information 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 but have 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 to be recognized in one year. Other explanation 62. Tax and surcharges Unit: RMB/CNY Item Current period Last period Consumption tax 1,881,093.08 1,211,971.88 245 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 13,019,789.92 31,076,514.02 long-term assets 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 8,426,439.83 33,509,528.43 fees Equivalent loss for low value perishable 6,199,952.31 11,129,938.10 goods 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: 246 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 42,215,859.45 38,977,012.47 long-term assets 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: 247 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 3,791,745.45 4,186,156.64 liability 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 296,808.43 income tax 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 -2,813,908.86 275,295.65 measured by equity Investment income from disposal of long-term -3,412,304.80 equity investment Other 8,455,442.20 4,014,308.85 Total 2,229,228.54 4,289,604.50 Other explanation: 248 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 -1,572,712.37 -836,446.94 receivable 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 -138,029,247.57 -184,486,526.84 performance cost impairment loss 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 249 深圳市深粮控股股份有限公司 2022 年年度报告全文 Sources Current Period Last Period Profit and loss on disposal of non-current -25,417.69 29,437,150.82 assets 74. Non-operating income Unit: RMB/CNY Amount included in the current Item Current period Last period non-recurring profit and loss Government grants 132,228.97 Liquidated damages 5,636,491.91 1,028,555.00 5,636,491.91 compensation income Government demolition 1,100,000.00 11,277,891.00 1,100,000.00 compensation 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 Whether the impact of Whether Assets Issuing subsidies on Amount of Amount of Grants Issuing cause Property type special related/Incom subject the current this period last period subsidies e related profit and loss Other explanation: 75. Non-operating expenditure Unit: RMB/CNY Amount included in the current Item Current period Last period non-recurring profit and loss External donations 4,777.87 151,077.90 4,777.87 Penalty expenses (and 39,883.09 65,275.00 39,883.09 liquidated damages) Inventory loss 40,474.63 40,474.63 Loss of scrap from non-current 33,127.57 85,970.25 33,127.57 assets Compensation 503,125.60 126,800.00 503,125.60 250 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 -6,065,543.95 tax asset on deductible losses Impact of unrecognized deferred income tax assets in current 23,742,099.61 period on deductible temporary differences or deductible losses Other -2,435,946.97 Income tax expenses 52,611,993.87 Other explanation 77. Other comprehensive income For more details, refer to notes. 251 深圳市深粮控股股份有限公司 2022 年年度报告全文 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: 252 深圳市深粮控股股份有限公司 2022 年年度报告全文 (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 10,186,577.64 8,233,329.55 expenses Loss from disposal of fixed assets, intangible assets and other long-term assets 25,417.69 -29,437,150.82 (income is listed with “-”) Losses on scrapping of fixed assets 33,127.57 85,970.25 (income is listed with “-“) 253 深圳市深粮控股股份有限公司 2022 年年度报告全文 Loss from change of fair value -18,546.91 -299,292.76 (income is listed with “-“) Financial expenses (income is 51,450,426.39 57,450,788.66 listed with “-”) Investment loss (income is listed -2,229,228.54 -4,289,604.50 with “-”) Decrease of deferred income tax 288,959.12 1,043,335.56 assets (increase is listed with “-”) Increase of deferred income tax -486,242.35 -317,551.95 asset( (increase is listed with “-”) Decrease of inventory (increase is -276,452,543.28 -227,050,518.73 listed with “-”) Decrease of operating receivable 136,294,792.53 -149,494,290.67 accounts (increase is listed with “-”) Increase of operating payable -110,181,541.58 27,149,559.26 accounts (decrease is listed with “-”) Other Net cash flow arising from 531,888,766.64 440,396,029.54 operating activities 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 3,725,389.06 -141,124,145.74 equivalents (2) Net cash paid for obtaining subsidiary in the Period Unit: RMB/CNY Amount 254 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 404.68 of loss of control 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 52,829,469.15 49,133,969.39 payment at any time Other monetary fund available for 196,314.11 206,740.62 payment at any time III. Ending balance of cash and cash 53,095,469.26 49,370,080.20 equivalent 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 255 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Ending foreign currency Ending RMB balance Item Convert rate 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-keeping currency 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 basis of hedging category: 256 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Income of Net profit Standard to Acquired acquiree of acquiree Time point Cost of Ratio of determine way Equity Purchasing from from Acquiree for equity equity equity the obtained date purchasing purchasing obtained obtained obtained purchasing way date to date to date period-end 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 257 深圳市深粮控股股份有限公司 2022 年年度报告全文 --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 goodwill Other 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 date Is there any transaction that achieves business merger through multiple transactions and obtains control during the reporting period? □Yes No 258 深圳市深粮控股股份有限公司 2022 年年度报告全文 (5) On purchasing date or period-end of the combination, combination consideration or fair value of identifiable 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 Income of Net profit the of the Income of Net profit combined combined Equity Basis of Standard to the of the party from party from ratio combined determine combined combined Combinati period-begi period-begi Acquiree obtained in under the the party party on date n of n of combinatio same combinatio during the during the combinatio combinatio n control n date comparison comparison n to the n to the period period combinatio combinatio n date n date 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: 259 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 listed company 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 the current 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 related circumstances: Dongguan Shenliang Hualian Grain & Oil Trading Co., Ltd newly established in the Period, the Heilongjiang Hongxinglong Nongken 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 newly established. 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. 260 深圳市深粮控股股份有限公司 2022 年年度报告全文 6. Other IX. Equity in other entities 1. Equity in subsidiaries (1) Membership of enterprise group Main place of Registration shareholding ratio ratio Acquisition Subsidiary Business nature operation place Directly Indirectly way Combine under Grain & oil SZCG Shenzhen City Shenzhen City 100.00% the same trading control Combine under Hualian Grain Grain & oil Shenzhen City Shenzhen City 100.00% the same & Oil trading control Combine under Flour Shenzhen Flour Shenzhen City Shenzhen City 100.00% the same processing control Shenliang Combine under Quality Shenzhen City Shenzhen City Inspection 100.00% the same Inspection control Combine under Hainan Grain Feed Haikou City Haikou City 100.00% the same and Oil production control Combine under Doximi Shenzhen City Shenzhen City E-commerce 100.00% the same control Sales and processing of Combine under Big Kitchen Shenzhen City Shenzhen City grain,oil and 70.00% the same relevant control products Combine under Yingkou Yingkou City Yingkou City Storage 100.00% the same Storage control On-line Combine under Cold Chain Shenzhen City Shenzhen City operation of 100.00% the same Logistic fresh food control Property Combine under Shenliang Shenzhen City Shenzhen City development 100.00% the same Property and control 261 深圳市深粮控股股份有限公司 2022 年年度报告全文 management Port operation, Combine under International Dongguan Dongguan food 100.00% the same Food City City production control Combine under Dongguan Dongguan Dongguan Food 100.00% the same Grain and Oil City City production control Combine under Dongguan Dongguan Dongguan Storage, 49.00% 51.00% the same Logistics City City logistics control Construction of food base and Combine under Shuangyashan Shuangyashan development of Shuangyashan 51.00% the same City City related control complementary facilities Shenliang Shenzhen City Shenzhen City Catering 51.00% Establishment Hongjun Dongguan Dongguan Dongguan Grain and oil 100.00% Establishment Hualian City City trade Shenliang Property Property Shenzhen City Shenzhen City 100.00% Establishment management Management Shenbao Shenzhen City Shenzhen City Manufacturing 100.00% Establishment Huacheng Wuyuan Ju Shangrao City Shangrao City Manufacturing 100.00% Establishment Fang Yong Huizhou Huizhou City Huizhou City Comprehensive 100.00% Establishment Shenbao Shenbao Investment Shenzhen City Shenzhen City 100.00% Establishment Investment management Shenbao Tea Commercial Shenzhen City Shenzhen City 100.00% Establishment Culture trade Shenliang Gain and oil Shenzhen City Shenzhen City 100.00% Establishment Hongli wholesale Ju Fang Yong Hangzhou City Hangzhou City Comprehensive 100.00% Establishment Holding Fuhaitang Catering Hangzhou City Hangzhou City 100.00% Establishment Catering industry Fuhaitang Hangzhou City Hangzhou City Tea planting, 100.00% Business 262 深圳市深粮控股股份有限公司 2022 年年度报告全文 Ecology production and combination Technology sales not under the same control Shenbao Rock Wuyishan City Wuyishan City Manufacturing 100.00% Establishment Tea Pu’er Tea Wholesale Pu’er City Pu’er City 100.00% Establishment Supply Chain business Pu’er Tea Service Pu’er City Pu’er City 55.00% Establishment Trading Center industry Shenliang Food Huizhou City Shenzhen City Manufacturing 100.00% Establishment Huizhou Wholesale Huizhou City Huizhou City 100.00% Establishment Shenliang Food business Platform Zhenpin construction, Shenzhen City Shenzhen City 51.00% Establishment Market promotion, and operation Shenbao Wholesale Industry & Huizhou City Shenzhen City 100.00% Establishment business Trade Combine not Wuhan Food Wuhan City Wuhan City 51.00% under the same Jiacheng production control Combine not Food Hubei Jiacheng Wuhan City Wuhan City 51.00% under the same production control Combine not Food Wuhan Hongqu Wuhan City Wuhan City 51.00% under the same production control Combine not Macheng Food Macheng City Macheng City 51.00% under the same Jingtian production 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 entity but 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 263 深圳市深粮控股股份有限公司 2022 年年度报告全文 of minority attributable to minority distribute for minority minority shareholders in the Period in the Period 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 minority shareholders: Other explanation: (3) Main financial information of the important non-wholly-owned subsidiary Unit: RMB/CNY Ending balance Opening balance Subs Curre Non Current Non Total Curre Non Current Non Total idiar Total Total nt current liabiliti current liabilit nt current liabiliti current liabilit y assets assets assets assets es liabilities ies assets assets es liabilities ies Big 150,57 4,403,4 154,98 140,79 746,383. 141,54 159,52 5,490,3 165,01 149,31 1,279,25 150,58 7,065. 42.68 0,508. 8,611.6 23 4,994. 6,005. 42.50 6,347. 0,334.7 2.02 9,586. Kitc 52 20 6 89 38 88 2 74 hen Unit: RMB/CNY Current Period Last Period Total Cash flow Total Cash flow Subsidiary Operating comprehen from Operating comprehen from Net profit Net profit revenue sive operation revenue sive operation income activity income activity Big 328,783,28 1,264,852. 1,264,852. 643,989.24 323,458,60 2,039,819. 2,039,819. 358,869.31 9.53 17 17 5.38 28 28 Kitchen Other explanation: (4) Significant restrictions on the use of enterprise group assets and the repayment of debts of the enterprise group (5) Financial or other support offered to the structured entities included in consolidated financial statements Other explanation: 264 深圳市深粮控股股份有限公司 2022 年年度报告全文 2. Transactions where the share of owner’s equity in a subsidiary changes while the subsidiary is still controlled (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 parent company 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 Shareholding ratio Accounting treatment on Joint Main place of Registration investment in venture/Associ Business nature operation place Directly Indirectly joint venture ated enterprise and associated enterprise Zhuhai Hengxing Feed Aquatic fee and Zhuhai Zhuhai 40.00% Equity method Industrial Co., animal fee Ltd. Shenliang Equity Intelligent Shenzhen Shenzhen investment; 49.02% Equity method Wulian Equity investment 265 深圳市深粮控股股份有限公司 2022 年年度报告全文 Investment consultant Fund (Shenzhen) Partnership Enterprise (Limited) Description on situation where the shareholding ratio in joint ventures or associated enterprises is different from the ratio of voting rights: Description on the basis for holding less than 20% of voting rights but having significant influence, or holding 20% or more of voting rights 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 266 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Shenliang Intelligent Shenliang Intelligent Wulian Equity Wulian Equity Zhuhai Hengxing Feed Zhuhai Hengxing Feed Investment Fund Investment Fund Industrial Co., Ltd. Industrial Co., Ltd. (Shenzhen) Partnership (Shenzhen) Partnership Enterprise (Limited) 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 75,130,096.24 54,841,499.97 78,429,862.42 57,132,226.89 company Share of net assets 30,052,038.50 26,883,303.29 31,371,944.97 28,006,217.62 measured by 267 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 30,214,746.29 26,883,128.82 31,534,652.77 28,006,043.15 associated enterprise 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 -3,053,458.49 -1,720,837.01 -978,023.06 3,570,736.78 income 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 -7,692.67 268 深圳市深粮控股股份有限公司 2022 年年度报告全文 --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 Un-recognized losses not Joint venture/Associated Cumulative un-recognized recognized in the Period (or Cumulative un-recognized enterprise losses net profit enjoyed in the losses at period-end Period) Changzhou Shenbao Chacang 9,515,140.28 156,475.89 9,671,616.17 E-business Co., ltd. Shenzhen Shichumingmen Catering Management Co., 4,815,325.70 4,815,325.70 Ltd. 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 Main place of Shareholding ratio/ shares enjoyed Name Registration place Business nature operation Directly In-directly Explanation on situation where shareholding ratio or shares enjoyed in joint operation is different from voting right ratio in joint operation: 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 statements Explanation: 6. Other X. Risks relating to financial instruments Our business operation makes the Company exposed to various financial risks, such as credit risk, liquidity risk and market risk (Including exchange rate risk, interest rate risk and other price risk). 269 深圳市深粮控股股份有限公司 2022 年年度报告全文 The Company disperses the risk of financial instruments through appropriate diversified investment and business portfolio, and reduces the risk concentrating on a single industry, specific region or specific counterparty by formulating 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 contractual obligations. Credit risks of the Company arises mainly from monetary funds, note receivable, account receivable, other receivable, debt investments, financial guarantee contracts, the debt instrument investments measured at fair value and with its variation reckoned in current gain/loss that are not included in the scope of impairment assessment and derivative financial assets, etc. As of the balance sheet date, the carrying value of the financial assets represented its maximum exposure to credit risk; Monetary funds of the Company are mainly the bank deposits in reputable state-owned banks and other larger and medium-sized listed banks with high credit ratings, and the company believes that it is not exposed to significant credit risks and will hardly incur significant losses due to the bank defaults. Furthermore, for bill receivable, account receivables and other account receivables, the Company establishes relevant policies to control exposure of credit risk. The Company appraises customers’ credit quality based on their financial position, possibility to obtain guarantee from third parties, credit history and other factors such as prevailing market conditions, and set corresponding credit terms. Customers’ credit history would be regularly monitored by the Company. For those customers who have bad credit history, the Company will call collection in written 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’s total account receivable. The maximum credit risk exposure equals to the carrying value of each financial asset in balance sheet (including derivative financial instrument). The Company has not provided any guarantee which would otherwise make the Company exposed to credit risk except for the financial guarantee carried in Note “X. Related party and related transaction” 2. Liquidity risk Liquidity risk refers to the risk that a company will run short of funds to meet its obligations settled by delivering cash 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, readily realizable marketable securities, and rolling forecasts of cash flows for the next 12 months, the finance department 270 深圳市深粮控股股份有限公司 2022 年年度报告全文 ensures that the company has sufficient funds to service its debts under all reasonable forecasts. In addition, it continues to monitor whether borrowing agreement is complied with, and seeks for commitment from major financial institutions for provision of sufficient back-up fund, so as to satisfy capital requirement in a short and long term. The financial liabilities of the company are presented as undiscounted contract cash flows at maturity as follows: Ending balance Item 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 Ending balance of last period Item 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 financial instruments will fluctuate due to changes in market prices, including exchange rate risk, interest rate risk and other price 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 due to changes in market interest rates. 271 深圳市深粮控股股份有限公司 2022 年年度报告全文 Interest-bearing financial instruments with fixed rates and floating rates expose the Company to fair value interest rate risk and cash flow interest rate risk, respectively. The Company determines the ratio of fixed interest rate instruments to floating interest rate instruments according to the market environment, and maintains an appropriate portfolio of fixed and floating interest rate instruments through regular review and monitoring. When necessary, 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 to the changes in foreign exchange rates. The Company continuously monitors the foreign currency transactions and the scale of foreign currency assets and liabilities to minimize foreign exchange risks. In addition, the company may also sign forward foreign exchange contracts or currency swap contracts to avoid exchange rate risks. During the current period and the previous 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 due to 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 is exposed 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 Ending fair value Item First-order Second-order Third-order Total I. Sustaining measured -- -- -- -- by fair value (i) Tradable financial 1,228,132.36 45,448,520.55 46,676,652.91 assets 1.Financial assets measured by fair value and with variation 1,228,132.36 45,448,520.55 46,676,652.91 reckoned into current gains/losses (2)Equity instrument 1,228,132.36 1,228,132.36 investment 272 深圳市深粮控股股份有限公司 2022 年年度报告全文 (3)Other 45,448,520.55 45,448,520.55 (iii) Investment in other 57,500.00 57,500.00 equity instruments Total assets continuously measured 1,228,132.36 45,506,020.55 46,734,152.91 at fair value (vi) Tradable financial 288,486.18 288,486.18 liabilities Other 288,486.18 288,486.18 Total liabilities sustaining measured by 288,486.18 288,486.18 fair value II. Non-sustaining -- -- -- -- measured by fair value 2. Recognized basis for the market price sustaining and non-persistent measured by fair value on first-order 3. Valuation technique and qualitative and quantitative information on major parameters for the fair value measure sustaining and non-persistent on second-order 4. Valuation technique and qualitative and quantitative information on major parameters for the fair value measure sustaining and non-persistent on third-order 5. Adjustment information and sensitivity analysis of unobservable parameters for the fair value measure sustaining and non-persistent on third-order 6. Sustaining items measured by fair value, as for the conversion between at all levels, reasons for conversion 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 Ratio of Ratio of voting right Parent company Registration place Business nature Registered capital shareholding on the on the Company 273 深圳市深粮控股股份有限公司 2022 年年度报告全文 Company Investing in industry, Shenzhen Food development, Materials Group Shenzhen 5,000 million yuan 63.79% 72.02% operation and Co., Ltd management of the own property Explanation on parent company of the Company The ultimate controller of the Company is Shenzhen Municipal People’s Government State-owned Assets Supervision & Administration Commission Other 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-term equity investment”. Other joint venture and associated enterprise that have related transaction with the Company in the Period or that have balance with the 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., Wholly-owned subsidiary of parent company Ltd Shenzhen Agricultural Products Group Co., Ltd Holding subsidiary of parent company Shenzhen Higreen International Agricultural Products Logistic Holding subsidiary of parent company Management Co., Ltd 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 Holding subsidiary of parent company Co., Ltd. 274 深圳市深粮控股股份有限公司 2022 年年度报告全文 Chengdu Agricultural Products Center Wholesale Market Co., Holding subsidiary of parent company Ltd. Guangxi Higreen Agricultural Products International Logistics Holding subsidiary of parent company Co., Ltd. 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 Former shareholder of the Company, Controlled by the same Shenzhen Investment Holdings Co., Ltd. ultimate controlling party Former shareholder of the Company, Controlled by the same Shenzhen Investment Management Co., Ltd. ultimate controlling party Subsidiaries of the Company’s shareholders, controlled by the Zhanjiang Haitian Aquatic Feed Co., Ltd ultimate controlling party Subsidiaries of the Company’s shareholders, controlled by the Shenzhen Shennong Kitchen Co., Ltd ultimate controlling party Subsidiaries of the Company’s shareholders, controlled by the Shenzhen Agricultural Products E-commerce Co., Ltd ultimate controlling party Subsidiaries of the Company’s shareholders, controlled by the Shenzhen Higreen Real Estate Co., Ltd ultimate controlling party Subsidiaries of the Company’s shareholders, controlled by the Shenzhen Southern Agricultural Products Logistics Co., Ltd ultimate controlling party Subsidiaries of the Company’s shareholders, controlled by the Shenzhen Agricultural Products Small Loan Co., Ltd 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 Current Period Approved Whether Last Period content transaction more than limit the transactio n limit (Y/N) Shenzhen Shenliang Cold Warehousing 1,954,385.49 1,954,385.49 N 1,931,243.32 Transport Co., Ltd. services/Transportati 275 深圳市深粮控股股份有限公司 2022 年年度报告全文 on services Shenzhen Shenyuan Data Information Tech. Co., Ltd software 16,158,003.35 16,158,003.35 N 18,568,969.37 development Shenzhen Duoxi Equity Cleaning services Investment Fund fee 22,641.51 Management Co., Ltd. Shenzhen Municipal Warehousing service People’s Government State-owned Assets 72,665,398.00 72,665,398.00 N Supervision & Administration Commission Shenzhen Shennong Procurement of 2,306,054.19 2,306,054.19 N 5,239.90 Kitchen Co., Ltd goods Shenzhen Food Materials Management service 142,533.62 Group Co., Ltd fee Shenzhen Zhenchu Supply Procurement of 36,411.30 36,411.30 N Chain Co., Ltd. goods Zhanjiang Changshan Management service (Shenzhen) Ecological fee 360,647.10 Aquaculture Co., Ltd Goods sold/labor service providing Unit: RMB/CNY Content of related Related party Current period Last period transaction content Guangxi Higreen Agricultural Products International Grain and oil sales 39,143.36 Logistics Co., Ltd. Shenzhen Higreen Real Grain and oil sales 5,061.14 Estate Co., Ltd Shenzhen Qianhai Nongmai Grain and oil sales 33,175.84 World E-Commerce Co., Ltd Shenzhen Duoxi Equity Investment Fund Tea sales 38,534.00 4,120.35 Management Co., Ltd. Shenzhen Southern Agricultural Products Grain and oil sales 10,300.88 Logistics Co., Ltd Shenzhen Agricultural Grain and oil sales 4,120.35 276 深圳市深粮控股股份有限公司 2022 年年度报告全文 Products Small Loan Co., Ltd Grain and oil sales, Shenzhen Shenliang Cold warehousing services and 73,053.97 245,944.66 Transport Co., Ltd. tea sales Shenzhen Shennong Kitchen Grain and oil sales, and tea 1,227,568.04 801,338.84 Co., Ltd sales Shenzhen Agricultural Products E-commerce Co., Tea sales 261,147.54 Ltd Shenzhen Investment Grain and oil sales 357,798.17 10,300.88 Holdings Co., Ltd. Shenzhen Shenyuan Data Grain and oil sales 56,532.51 30,697.17 Tech. Co., Ltd Shenzhen Agricultural Tea sales and grain oil sales 43,610.35 36,654.85 Products Group Co., Ltd Shenzhen Food Materials Grain and oil sales, asset 3,429,685.58 1,248,334.58 Group Co., Ltd management, tea sales Zhanjiang Changshan Property management (Shenzhen) Ecological 183,595.18 service Aquaculture Co., Ltd Chengdu Agricultural Products Center Wholesale Grain and oil sales 24,722.12 103,008.85 Market Co., Ltd. Huizhou Higreen Agricultural Products International Grain and oil sales 118,229.69 72,106.20 Logistics Co., Ltd. Shenzhen Qianhai Agricultural Products Grain and oil sales 8,240.72 Exchange Co., Ltd. Shenzhen Chinese Cabbage Grain and oil sales 8,453.09 Technology Co., Ltd. Shenzhen Medical Materials Grain and oil sales 4,120.35 2,060.18 Co., Ltd. Shenzhen Zhenchu Supply Grain and oil sales, 22,644,698.63 6,770,130.60 Chain Co., Ltd. transportation service Xi’an Moore Agricultural Grain and oil sales 20,601.77 Products Co., Ltd. Changsha Mawangdui Grain and oil sales 20,644.25 Agricultural Products Co., 277 深圳市深粮控股股份有限公司 2022 年年度报告全文 Ltd. Shenzhen Shennong Land Grain and oil sales 3,933.46 17,168.15 Co., Ltd. Explanation on goods purchasing, labor service providing and receiving (2) Related trusteeship management/contract & entrust management/outsourcing Trusteeship management/contract: Unit: RMB/CNY Entrusting Client/Contr Trustee/ass Truste Truste Managed earnings /pricing Managed earnings confirmed in party/Contract act-out party ets contract e /start e /ends of the contract earnings the period / contract earnings or Related managed/contract: Entrusted management/outsourcing: Unit: RMB/CNY Entrusting Client/Contra Trustee/ass Truste Truste Managed earnings /pricing Managed earnings confirmed in party/Contract ct-out party ets contract e /start e /ends of the contract earnings the period / contract earnings or Related management/ outsourcing: (3) Related lease The company acts as the lessor: Unit: RMB/CNY Lease income recognized in Lease income recognized last Lessee Assets type the Period Period Shenzhen Shenyuan Data Operating site 523,988.52 505,162.86 Technology Co., ltd. Shenzhen Duoxi Equity Investment Fund Office space 259,040.04 251,497.14 Management Co., Ltd. The company acts as the lessee: Unit: RMB/CNY Variable lease Simplified rental payments not Interest expense on fees for short-term included in the Rent paid lease liabilities Increased right- of- leases and low Assets measurement of assumed use assets Lessor value asset leases lease liabilities (if type (if applicable) applicable) Current Last Current Last Current Last Current Last Current Last period period period period period period period period period period Shenzh Office 6,000.0 358,057 6,000.0 358,057 278 深圳市深粮控股股份有限公司 2022 年年度报告全文 en Food space 0 .14 0 .14 Materia ls Group Co., Ltd Shenzh en Higreen Internat ional Agricul tural Office 31,542. 31,542. Product space 00 00 s Logisti c Manage ment Co., Ltd Explanation on related lease (4) Related guarantee The Company acts as the guarantor Unit: RMB/CNY Whether the guarantee Secured party Guarantee amount Guarantee start date Guarantee expiry date has been fulfilled Changzhou Shenbao Chacang E-business 5,000,000.00 2011-12-20 N Co., ltd. The Company acts as the secured party Unit: RMB/CNY Whether the guarantee Guarantor Guarantee amount Guarantee start date Guarantee expiry date 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 2022-12-29 279 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Ending balance Opening balance Item Related party Book balance Bad debt provision Book balance Bad debt provision Account receivable Shenzhen Shenliang Cold 9,434.00 94.34 116,476.25 1,149.36 Transport Co., Ltd. Shenzhen Shennong Kitchen 43,151.00 431.51 115,208.00 1,152.08 Co., Ltd Shenzhen Food Materials Group 21,764.00 217.64 28,632.00 286.32 Co., Ltd Shenzhen Duoxi 1,123.20 Equity Investment 280 深圳市深粮控股股份有限公司 2022 年年度报告全文 Fund Management Co., Ltd. Guangxi Higreen Agricultural Products 18,624.00 186.24 International Logistics Co., Ltd. Huizhou Higreen Agricultural Products 30,264.00 302.64 37,248.00 372.48 International Logistics Co., Ltd. Shenzhen Shennong Land 14,744.00 147.44 Co., Ltd. Shenzhen Medical 2,328.00 23.28 Materials Co., Ltd. Shenzhen Zhenchu Supply Chain Co., 2,502,691.02 25,026.91 5,874,880.36 58,748.80 Ltd. Shenzhen Shenyuan Data 5,940.00 59.40 Tech. Co., Ltd Other account receivable Shenzhen Shenliang Cold 10,000.00 Transport Co., Ltd. Shenzhen Higreen International Agricultural 50,000.00 50,000.00 Products Logistic Management Co., Ltd Zhanjiang Changshan (Shenzhen) 5,520.00 5,520.00 5,520.00 5,520.00 Ecological Aquaculture Co., Ltd Shenzhen 27,000.00 270.00 30,000.00 300.00 281 深圳市深粮控股股份有限公司 2022 年年度报告全文 Shenyuan Data Tech. Co., Ltd Changzhou Shenbao Chacang 24,608,742.46 22,187,644.18 24,608,742.46 22,187,644.18 E-business Co., ltd. Shenzhen Shichumingmen Catering 1,908,202.67 1,908,202.67 2,092,477.67 990,192.72 Management Co., Ltd. Shenzhen Investment 415,644.52 415,644.52 Holdings Co., Ltd. Shenzhen Food Materials Group 1,104,355.28 1,000.00 Co., Ltd Shenzhen Zhenchu Supply Chain Co., 1,000,000.00 Ltd. Shenzhen Duoxi Equity Investment 4,000.00 Fund Management Co., Ltd. Shenzhen Municipal People’s Government 30,132.00 State-owned Assets Supervision & Administration Commission 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 2,690,970.14 2,690,970.14 Management Co., Ltd Account payable 282 深圳市深粮控股股份有限公司 2022 年年度报告全文 Shenzhen Shenyuan Data 485,080.53 Tech. Co., Ltd Shenzhen Shenliang Cold 2,033.96 94,375.88 Transport Co., Ltd. Shenzhen Municipal People’s Government State-owned 39,633,221.00 Assets Supervision & Administration Commission Other account payable Shenzhen Shenliang Cold 280,000.00 102,790.00 Transport Co., Ltd. Shenzhen Food Materials 146,162,941.72 146,162,941.72 Group Co., Ltd Zhanjiang Changshan (Shenzhen) Ecological 8,051,954.17 8,030,954.17 Aquaculture Co., Ltd Shenzhen Duoxi Equity Investment Fund 453,294.60 41,486.00 Management Co., Ltd. Shenzhen Shichumingmen Catering Management Co., 209,275.00 Ltd. Shenzhen Investment 3,510,297.20 3,510,297.20 Management Co., Ltd Shenzhen Shenyuan Data 3,564,200.00 2,000,330.53 Tech. Co., Ltd Zhanjiang Haitian Aquatic 20,000.00 Feed Co., Ltd Shenzhen Shennong Kitchen 200,000.00 332,898.50 Co., Ltd Yao Jicheng 10,650,837.33 10,603,513.51 Contract liability Shenzhen Food Materials 280.00 280.00 Group Co., Ltd Shenzhen Zhenchu Supply 3,760.00 Chain Co., Ltd. Shenzhen Investment 39,640.00 Holdings Co., Ltd. Shenzhen Shenliang Cold 2,160.00 Transport Co., Ltd. 283 深圳市深粮控股股份有限公司 2022 年年度报告全文 Shenzhen Shenyuan Data 2,696.00 Tech. Co., Ltd Shenzhen Duoxi Equity Investment Fund 1,123.20 Management Co., Ltd. 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 Nil XIV. Commitment or contingency 1. Important commitments Important commitments on balance sheet date The 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 284 深圳市深粮控股股份有限公司 2022 年年度报告全文 Co., Ltd (hereinafter referred to as “Zhuhai Huabi”) Hualian Company (plaintiff) brought a suit against Zhuhai Huabi (defendant), and the People’s Court of Shenzhen Luohu District has made the first instance effective judgment in 2007: 1. The defendant should repay the plaintiff payment for goods of 2,396,300 yuan; 2. The defendant should pay the plaintiff liquidated damages of 239,600 yuan; 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 of 2,396,300 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 Xianning In the case of the plaintiff SZCG and Hualian Company versus the defendant Guangzhou Jinhe and Huang Xianning over the import and export agency contract disputes, the Futian District People’s Court made the first-instance judgment in 2015: 1. The defendant Guangzhou Jinhe should pay a total of 10,237,400 yuan to SZCG and Hualian Company within ten(10) days from the effective date of the judgment; 2. If it fails to perform its pecuniary obligations within the period specified by the judgment, it shall pay double of the interest on the debt for the delayed in performance in accordance with Article 253 of the Civil Procedure Law of the People’s Republic 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 Shenzhen Intermediate People’s Court. On March 30, 2017, Shenzhen Intermediate People’s Court issued a second-instance judgment, which rejected the appeal of Guangzhou Jinhe and upheld the original judgment. Subsequently, SZCG and 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 yuan from Guangzhou Jinhe. According to the “Letter of Commitment from Shenzhen Fude State Capital Operation Co., Ltd. on the Pending Litigation of Shenzhen Cereals Group Co., Ltd.”, Shenzhen Fude State Capital Operation Co., Ltd. (now renamed into Shenzhen Food Materials Group Co., Ltd.) will bear the compensation or losses caused by the lawsuit on its behalf for any claims, compensation, losses or expenditures caused by the disputes over import agency contract among SZCG and its holding subsidiaries with Guangzhou Jinhe and Huang Xianning. (3) Contract disputes between Hualian Company and Foshan Shunde Huaxing Feed Factory (hereinafter referred to as “Huaxing Feed Factory”) In August and October 2007, Hualian Company sold products to Huaxing Feed Factory and received commercial acceptance bills totaling 2,958,600 yuan. Due to the company’s failure to repay the overdue payment, Hualian 285 深圳市深粮控股股份有限公司 2022 年年度报告全文 Company filed a lawsuit with the Shunde District People’s Court of Foshan City on October 29, 2007, requesting Huaxing Feed Factory to repay the payment and pay the corresponding interest. From June to July 2011, a total of 1,638,900 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 Feed Factory. This amount has been withdrawn bad debt reserves by 100.00%. (4) Mung bean business disputes between SZCG and Jilin Tongyu County Shengda Company (hereinafter referred to as “Shengda Company”) On August 26, 2010, the Shenzhen Futian District People’s Court accepted the case of the plaintiff SZCG versus the defendant Shengda Company over an entrustment contract dispute. Upon mediation, both parties reached a mediation agreement voluntarily: 1. It’s confirmed that the defendant Shengda Company still owes the plaintiff SZCG the repurchase payment of 7.492 million yuan and the repurchase payment interest of 2.8 million yuan before September 3, 2009. 2. The defendant Shengda Company should pay the first installment of 1 million yuan to the plaintiff SZCG before October 30, 2010, and should pay 1 million yuan at the end of each month from November 2010 to March 2011, and should pay 492,000 yuan before the end of April. 2011, totaling 6,492,000 yuan. 3. If the defendant Shengda Company can pay the above amount in full and on schedule, it does not need to pay the remaining principal of 1 million yuan and the interest of 2.8 million yuan. If any of the above sums are not paid in full and on schedule, the plaintiff may apply to the court for enforcement of all the claims set out in the first 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 amounted to 5,602,500 yuan, the execution of the remaining amounts was highly uncertain, and the Company has fully made provisions 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, Wuyishan Jiuxing 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, Chen Guopeng On December 3, 2018, due to the separation contract dispute, based on the arbitration clause in the original Formal Agreement Regarding the Separation of Fujian Wuyishan Shenbao Yuxing Tea Co., Ltd., the arbitration applicants Shenbao Rock Tea and Ju Fang Yong Holdings filed an arbitration with the Shenzhen Court of International Arbitration with Jiuxing Company, Yuxing Company, Xingjiu Tea Co., Ltd., Chen Yuxing, and Chen Guopeng as the respondents, requesting: 1. To rule that the respondent Jiujiuxing Company should pay 5,272,900 yuan and liquidated damages of 1,581,900 yuan to the applicant Shenbao Rock Tea, totaling 6,854,800 yuan; 2. To rule that the respondents Yuxing Company, Xingjiu Company, Chen Yuxing, and Chen Guopeng shall be jointly and severally liable for the above-mentioned receivables and liquidated damages to the applicant Rock Tea; 3. To rule that the respondent Yijiuxing Company shall pledge 19 designated trademarks to the applicant Ju Fang Yong Holdings, and cooperate with the corresponding registration procedures for trademark pledge; 4. To rule that all 286 深圳市深粮控股股份有限公司 2022 年年度报告全文 the respondents shall bear the attorney’s fee of 190,000 yuan paid by the applicant for this case, the preservation fee and other expenses incurred in this arbitration (the applicant reserves the right to pursue the remaining attorney’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 May 20, 2021, the Shenzhen Court of International Arbitration issued a ruling that: 1. Jiuxing Company should compensate Ju Fang Yong Company and Shenbao Rock Tea Company for losses of receivables and liquidated damages of 4,798,340.00 yuan; 2. Yuxing Company, Xingjiu Company, Chen Yuxing, and Chen Guopeng shall be jointly and severally liable for the above payment obligations of Jiuxing Company; 3. The arbitration fee in this case of 1,050,000 yuan shall be paid by the five respondents to the two applicants; 4. Two arbitrators’ expenses of 4,000 yuan shall be paid directly by the five respondents to the two applicants. After the arbitration award came into effect, because the respondents refused to repay, the applicants applied to the court for enforcement. On August 5, 2021, the two parties signed an enforcement of settlement agreement. The respondents should pay receivables, 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 and paying 200,000 yuan per month thereafter, and the final payment is 297,300 yuan (i.e., the payment will be completed 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 Chain Management Co., Ltd. (hereinafter referred to as “Liangshuntong Company”) 1) In the case of the plaintiff Liangshuntong Company versus the defendant Hualian Company over a sales contract dispute ([2019] Y0304 MChNo.49562), the Futian District People’s Court made a first-instance civil judgment on July 3, 2020 that: 1. The plaintiff Liangshun Tongtong Company shall pay Hualian Company 595,800 yuan within ten days from the effective date of this judgment; 2. Reject the claims of Liangshuntong Company; 3. Reject other counterclaims of Hualian Company; 4. The plaintiff Liangshuntong Company shall prepay the litigation fee of 208,900 yuan, which shall be borne by the plaintiff, and the defendant Hualian Company shall prepay the counterclaim acceptance fee of 113,000 yuan, of which 1,800 yuan shall be borne by the plaintiff and 111,200 yuan shall be borne by the defendant. After receiving the judgment, the plaintiff Liangshuntong refused to accept it and appealed to the Shenzhen Intermediate People’s Court. The Shenzhen Intermediate People’s Court made a final ruling on October 29, 2021, and the ruling is as follows: rejecting the appeal and upholding the original judgment. The Futian District People’s Court has accepted the enforcement application submitted by Hualian Company. Hualian Company applied for execution to the Futian District People’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 to the fact that the person being executed currently has no property available for execution; If the applicant for enforcement discovers that the person subjected to enforcement has property available for enforcement, it may apply for enforcement again 2) In the case of the plaintiff Hualian Company versus the defendant Liangshuntong Company over a contract dispute ([2020]Y 0304 MChNo. 2824), the Futian District People’s Court delivered the Civil Judgment of the first 287 深圳市深粮控股股份有限公司 2022 年年度报告全文 instance on December 31, 2020, ruling that 1. The defendant Liangshuntong Company shall pay Hualian Company advance fees of 461,900 yuan and capital cost of 4,030,000 yuan within ten days from the effective date of the judgment; 2. Liangshuntong Company shall pay the capital occupation fee (based on 461,900 yuan, with an annual interest rate of 10.00%, calculating from December 11, 2019 to the date of paying off the full amount) to Hualian Company within ten(10) days from the effective date of the judgment; 3. Case acceptance fee of 42,700 yuan shall be borne by the defendant Liangshuntong Company. After receiving the judgment, Liangshuntong appealed to the Shenzhen Intermediate People’s Court on January 22, 2021. The Shenzhen Intermediate People’s Court made a final ruling on November 9, 2021, and the ruling is as follows: rejecting the appeal and upholding the original judgment. As of the date of the audit report, Hualian Company applied for execution to the Futian District People’s Court of Shenzhen in December 2021. In May 2022, the Futian District People’s Court issued the Execution Order( [2021]Y0304 ZhNo.37314), ruling that the execution procedure should be terminated due to the fact that the person being executed currently has no property available for execution; If the applicant for enforcement discovers that the person subjected to enforcement has property available for enforcement, it may apply for enforcement again. (7) Disputes over construction engineering contract between Heilongjiang Hongxinglong Farms & Land Reclamation Shenxin Grain Industrial Park Co., Ltd. (hereinafter referred to as “Hongxinglong”) and Heilongjiang Zhishengda Construction Engineering Co., Ltd. (hereinafter referred to as “Zhishengda Company”) In April 2020, Zhishengda Company filed a lawsuit with Hongxinglong People’s Court of Heilongjiang Province with Hongxinglong as the defendant, requesting: 1. To confirm that the “Letter on Rectification of Completed Projects and Cancellation of Not Constructed Projects” issued by Hongxinglong on April 7, 2020 does not have the effect of terminating the contract, the rescission contract made by it is invalid, and judge that the defendant Hongxinglong should continue to perform the contract (the project cost required to perform the contract is 5,137,800 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. To confirm the validity of the cancellation of the construction contract between Hongxinglong and Zhishengda in accordance with the law. 2. To rule that the Zhishengda should pay Hongxinglong liquidated damages of 1,003,200 yuan, of which liquidated damages for overdue completion of the project of 253,200 yuan, repair costs for 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 and appraisal fee shall be borne by Zhishengda Company. On March 16, 2021, the third-party appraisal agency applied by Zhishengda Company conducted an on-site survey and conducted on-site appraisal for the engineering quantities. The appraisal agency (Heilongjiang Yage Construction Engineering Management Consulting Co., Ltd., now renamed into Zhongyun Project Management Co., Ltd.) appraised the cost of project restoration. On September 22, 288 深圳市深粮控股股份有限公司 2022 年年度报告全文 Hongxinglong paid 20,000 yuan for the appraisal. On April 29, 2021, Hongxinglong Company applied for a third-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 of the engineering quantities. Hongxingda paid an appraisal fee of 20,000 yuan. On July 22, 2021, Zhishengda Company 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 for appraisal. 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 to choose another day for the trial. On March 31, 2022, Hongxinglong Company submitted an “Application for Change of Litigation Request” to the court, 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 Zhongyun Project Management Co., Ltd.), with a total repair cost of 1,414,866.47 yuan.” , requesting the court to judge Zhishengda Company shall pay the following to Hongxinglong Company: 1 a total of 763,200.00 yuan as liquidated 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 10,000 yuan 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 substandard engineering quality, totaling 1,414,800 million yuan. The above two items amounted to 2.178 million yuan, and the 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 the litigation request was: 1) Hongxinglong shall pay 2.3621 million yuan for the project and inventory materials, and the interest shall be calculated from June 1, 2020 at four times the loan interest rate published by the National Interbank Funding Center until the project payment is fully paid. 2) Requesting the People’s Court to rule that Hongxinglong 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 of technical 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 starting from June 1, 2022, until the project manager and others involved in the case are released from the record. The aforesaid three items amounted to 6.6765 million yuan. 4) The case acceptance fee and appraisal fee of 58,000 yuan 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 Jianqiang On March 17, 2021, the plaintiff Xu Anwu sued Dongguan Shenliang Logistics Co., Ltd., Gansu Installation and 289 深圳市深粮控股股份有限公司 2022 年年度报告全文 Construction Group Co., Ltd., Guangdong Dianbai Construction Group Co., Ltd., and Xu Jianqiang as defendants to the First People’s Court of Dongguan, requesting: 1. The four defendants to immediately pay the plaintiff the construction 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 the counterclaim defendant, requesting: 1. Xu Anwu to immediately return the overpaid 2,567,000 yuan to Gansu Installation 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 of Dongguan City, Guangdong Province issued a judgment rejecting all the plaintiff’s litigation claims against Dongguan Shenliang Logistics Co., Ltd.. Gansu Installation and Construction Group Co., Ltd. appealed to the Intermediate People’s Court of Dongguan City, Guangdong Province. On September 22, 2022, the Intermediate People’s Court of Dongguan City, Guangdong Province issued a final judgment 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 Ju Fang Yong Trading Co., Ltd., On September 7, 2021, the plaintiff Hangzhou Ju Fang Yong Holdings Co., Ltd. sued Hangzhou Ju Fang Yong Trading Co., Ltd. as the defendant to the Hangzhou Binjiang District People’s Court, requesting to order: 1. The defendant to immediately pay the payment of 2,816,300.00 yuan; 2. The defendant to bear the litigation costs in this 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 to Hangzhou 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 the mediation agreement reached by Hangzhou Ju Fang Yong Holdings Co., Ltd. and Hangzhou Ju Fang Yong Trading Co., Ltd. on October 29, 2021 is valid, and the parties shall consciously perform their obligations in accordance with the provisions of the mediation agreement. If one party refuses to perform or fails to perform all of 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 of Hangzhou Ju Fang Yong Holdings Co., Ltd. On March 4, 2022, Hangzhou Ju Fang Yong Holdings Co., Ltd. submitted an application for “transfer of enforcement 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 for Ju Fang Yong Trading. On September 27, 2022, Ju Fang Yong Trading transferred the seal, account books and 290 深圳市深粮控股股份有限公司 2022 年年度报告全文 other materials to the bankruptcy liquidation administrator. On October 21, 2022, the manager held the first creditors’ meeting. (10) Disputes over private lending between Shenzhen Shenshenbao Tea Culture Commercial Management Co., Ltd. and Shenzhen Shichumingmen Catering Management Co., Ltd. On May 31, 2021, the plaintiff Shenzhen Shenshenbao Tea Culture Commercial Management Co., Ltd. filed a lawsuit with Shenzhen Nanshan District People’s Court against Shenzhen Shichumingmen Catering Management Co., Ltd. as the defendant, requesting to order: 1. The defendant to return the principal of 1,183,000 yuan borrowed 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 Tea Culture Company. On January 20, 2022, Nanshan Court accepted the enforcement application of Shenzhen Shenshenbao Tea Culture Company. On April 27, 2022, Nanshan District People’s Court made a ruling: to terminate this execution procedure. If the applicant for enforcement discovers that the person subjected to enforcement has property available for enforcement, 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 Guanghe Law Firm as the administrator for bankruptcy liquidation. On September 9, 2022, Shenzhen Shenshenbao Tea Culture Company declared its creditor’s rights to the administrator. On November 8, 2022, the administrator held the first creditors’ meeting. On December 12, 2022, the Shenzhen Intermediate Court made a ruling declaring Shenzhen Shichumingmen Catering 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 Hangzhou Fuhaitang Catering Management Chain Co., Ltd. On July 22, 2021, the plaintiff Shanghai Baoyan Catering Co., Ltd. filed a lawsuit with Hangzhou Binjiang District 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 the defendant; 2. The defendant to return the regional agency cooperation fee of 1,880,000 yuan and the cooperation deposit of 80,000 yuan to the plaintiff, a total of 1,960,000 yuan; 3. The defendant to pay the liquidated damages 291 深圳市深粮控股股份有限公司 2022 年年度报告全文 of 100,000 yuan to the plaintiff; 4. The defendant to pay the attorney fee of 50,000 yuan to the plaintiff; 5. The defendant to bear the litigation fee in this case. The Hangzhou Binjiang District People’s Court issued a subpoena on February 11, 2022, confirming that the case number was (2021) Zhe 0108 Min Chu No. 5890, and the court date set for March 17, 2022. On May 18, 2022, Hangzhou Binjiang District Court made a judgment of first instance that Hangzhou Fuhaitang Catering Management Chain Co., Ltd. shall returned the agency cooperation price of 880,000 yuan to Shanghai Baoyan Catering Co., Ltd. and bear legal costs of 12,600 yuan; Shanghai Baoyan shall bear the legal costs of RMB 13,100. Both Fuhaitang Catering and Shanghai Baoyan refused to obey and appealed to Hangzhou Intermediate 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 and deposit of 960,000 yuan to Shanghai Baoyan. Shanghai Baoyan applied to Hangzhou Binjiang District Court for enforcement. On February 16, 2023, Hangzhou Binjiang District Court notified Fuhaitang Catering to declare its property, and Fuhaitang Catering had declared its property as required by the court. (12) Sales contract disputes between Shuangyashan Shenliang Grain Base Co., Ltd. and Shanghai Zexi Industrial Co., Ltd. On October 18, 2021, the plaintiff Shuangyashan Shenliang Grain Base Co., Ltd. filed a lawsuit with the Shanghai Putuo District People’s Court with Shanghai Zexi Industrial Co., Ltd. as the defendant, requesting: 1. The defendant to immediately issue and deliver a special VAT invoice amounting 25.2 million yuan for the payment of goods to the plaintiff; if the defendant cannot issue the invoice, it shall need to compensate the plaintiff for the tax deduction loss of 2,899,100 yuan; 2. The defendant to compensate the plaintiff for the failure of the defendant to issue invoices, resulting in the plaintiff paying a late fee of 137,400 yuan to the tax bureau; 3. The defendant to compensate the plaintiff for travel expenses loss of 10,900 yuan; 4. The defendant to bear the litigation costs of this 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 District People’s Court made a civil judgment( [2021] H 0107 MCH No. 31846): The objection to jurisdiction raised was rejected. 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. 292 深圳市深粮控股股份有限公司 2022 年年度报告全文 Shanghai Zexi has paid the tax loss of 3.06 million to Shuangyashan Shenliang Grain Base Co., Ltd. in May and September 2022 in the form of deposits. On July 15, 2022, Shuangyashan applied to Shanghai Putuo District People’s Court for withdrawal of the lawsuit. On August 2, 2022, Shanghai Putuo District People’s Court made a judgment that Shuangyashan was allowed to withdraw the lawsuit. (13) Sales contract disputes between Shuangyashan Shenliang Grain Base Co., Ltd. (hereinafter referred to as “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 with Keerqin District People’s Court of Tongliao City, Inner Mongolia Autonomous Region, with Shuangyashan Company as the defendant, requesting: 1. To cancel the six purchase contracts signed with Shuangyashan Company; 2. Shuangyashan Company to return the corn purchase payment of 25.2 million yuan; 3. Shuangyashan Company 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, Inner Mongolia Autonomous Region made a ruling that Shuangyashan Company’s objection to jurisdiction was established, 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 with Tongliao Intermediate People’s Court, requesting to revoke the ruling on the objection to jurisdiction. This case was heard in court on February 20, 2023. As of the approval date of the financial report, the court has not yet made 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 lawsuit with Jiangxia District People’s Court of Wuhan City against Wuhan Jiacheng Biological Products Co., Ltd. as the defendant, requesting: 1. The defendant to immediately pay the project money of 4,421,900 yuan owed to the plaintiff ; 2. The defendant to pay liquidated damages (based on the arrears of the project payment of 4,421,900 yuan), and calculated at an annual interest rate of 15.4% from October 10, 2019 to the date of payment, and temporarily calculated to be 1,514,900 yuan until December 30, 2021) for the delayed payment of the project payment to the plaintiff. The above two items add up to 5,936,800 yuan. 3. The defendant to bear all expenses of the 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 the Jiangxia 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 number is (2022) E 0115 MCHNo. 182. 293 深圳市深粮控股股份有限公司 2022 年年度报告全文 2) On February 25, 2022, the counterclaim plaintiff Wuhan Jiacheng Biological Products Co., Ltd. filed a counterclaim 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 of 25,965,100 yuan, signed by the plaintiff and the defendant on July 4, 2017 for the Jiacheng Bio-Industrial Park Construction Project (Phase I) is invalid; 2. To order the defendant of the counterclaim to submit the complete completion data and completion report to the plaintiff of the counterclaim and assist in handling the completion acceptance of the project and the relevant procedures for archiving and filing the engineering data in the urban construction archives; 3. To compensate for the losses (from April 1, 2018 to October 25, 2019, calculated at 1,000 yuan per day; from October 26, 2019 to the date of acceptance and delivery of project, with 21,543,200 yuan as the base, calculated according to the quoted interest rate of the loan market for the same period announced by 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 Wuhan Jiangxia 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 Yijian Construction Engineering Co., Ltd. (based on 4,421,900 yuan, according to 1.3 times of LPR, from September 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 receive compensation for the discount or auction price of the above projects undertaken by it within the scope of Items 1 and 2 of the aforesaid judgment; (4) Counterclaim defendant Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. shall submit complete completion materials and completion report to the counterclaim plaintiff Wuhan Jiacheng within 10 days after the judgment takes effect, and assist in handling relevant filing procedures of project completion acceptance 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 debt during the delay in performance shall be double paid in accordance with Article 260 of the Civil Procedure Law of the People’s Republic of China. The case acceptance fee is 53,400 yuan, the counterclaim acceptance fee is 12,600 yuan, and the preservation fee is 5,000 yuan, totaling 71,000 yuan. The plaintiff Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. shall bear 2,000 yuan, and the defendant Wuhan Jiacheng shall bear 69,000 yuan. 294 深圳市深粮控股股份有限公司 2022 年年度报告全文 On July 16, 2022, Wuhan Jiacheng appealed to Wuhan Intermediate People’s Court. The case went to trial on January 12, 2023. On January 18, 2023, Hubei Wuhan Intermediate People’s Court made a judgment: the appeal was rejected and the original judgment was upheld. Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. has applied for enforcement. On February 21, 2023, Hubei Wuhan Jiangxia District People’s Court made a judgment to freeze or withhold the bank deposits of 6.00 million yuan of Wuhan Jiacheng subject to enforcement, or to seal up, seize, freeze, auction and 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 the Jiangxia District People’s Court of Wuhan City. The Jiangxia District People’s Court filed the case for acceptance([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 and completion reports to the applicant, and assist in handling the relevant procedures for project completion acceptance 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 fulfill their obligations to the actual date of performance; the daily single loss is 10,396.00 yuan (15,594 square meters) × 20.00 yuan ÷ 30 days); 3. As the effective judgment determines that both Wuhan Jiacheng and Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. should fulfill their obligations simultaneously, and the period for fulfilling the obligations has already expired, in accordance with the principles of good faith and fairness, Wuhan Jiacheng shall pay the project funds and liquidated damages that should be paid to Wuhan Jiangxia Yijian Construction Engineering 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 the project funds to the party subject to enforcement so as to ensure that both parties will fulfill their obligations simultaneously; 4. If Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. delays fulfilling the fourth obligation of the effective judgment, Wuhan Jiacheng requests the court to entrust a third party to perform on behalf and the expenses incurred by the third party in performing the obligation and the double compensation to be paid by Wuhan Jiangxia Yijian Construction Engineering Co., Ltd. for the losses caused to Wuhan Jiacheng shall be deducted 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 295 深圳市深粮控股股份有限公司 2022 年年度报告全文 Province accepted the retrial application. (15) Disputes over loan contract between Changzhou Shenbao Chacang E-business (hereinafter referred to as “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 Futian District People’s Court, requesting to order: 1. Changzhou Company to repay the loan principal of 5,000,000.00 yuan and the interest of 390,000 yuan, and the penalty interest of 3,200,300 yuan (The penalty interest is temporarily 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.”, hereinafter referred 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 Changzhou Company 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 of actual repayment at an annual rate of 21.6% within ten(10) days after the judgement came into effect. If the repayment is made in installments, the interest of corresponding part will be calculated to the date of each repayment) to the plaintiff Agricultural Products Guarantee Company within 10 days from the effective date of the judgment, and Changzhou Company shall bear the lawyer’s fee of 71,900 yuan and the preservation fee of 5,000 yuan; the judgment rejected the request of the Agricultural Products Guarantee Company’s request Shenbao Company to bear joint and several liability. Agricultural Products Guarantee Company refused to accept the first-instance judgment and filed an appeal to the Shenzhen Intermediate People’s Court. On May 10, 2019, the Shenzhen Intermediate People’s Court served the civil judgment (final judgment), and the Shenzhen Intermediate Court made some changes to the first-instance judgment, ruling that SZCH shall be jointly and severally liable for the debts of Changzhou Company within the range of 3.5 million yuan; SZCH has the right to recover from Changzhou Company after paying off the debts on its behalf. In May 2021, Agricultural Products Guarantee Company applied to Futian District Court of the first instance for compulsory execution of 5,193,400 yuan. According to the request of the court, Changzhou Company declared the property status to the court. Agricultural Products Guarantee Company reached a voluntary settlement with Changzhou Company and SZCH. On September 29, 2021, the Agricultural Products Guarantee Company submitted an application to the Futian Court for consent to the settlement and termination of execution. On October 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. sued Hangzhou Ju Fang Yong Holdings Co., Ltd. and Hangzhou Ju Fang Yong Trading Co., Ltd. 296 深圳市深粮控股股份有限公司 2022 年年度报告全文 On December 1, 2021, Hangzhou Xiaoshan International Airport Co., Ltd. filed a lawsuit with Hangzhou Xiaoshan District People’s Court with Ju Fang Yong Holding and Ju Fang Yong Trading as defendants, requesting the following judgment: 1) The two defendants shall pay the outstanding payment of 62,500 yuan; 2) Ju Fang Yong Holdings shall pay 265,300 yuan as overdue liquidated damages (tentatively to December 31, 2021); 3) Ju Fang Yong Holdings shall pay liquidated damages for breach of contract of 1,372,500 yuan; 4) Ju Fang Yong Holdings shall pay the house occupancy fee of 362,400 yuan; 5) Ju Fang Yong Holdings shall pay the rent difference loss of 50,200 yuan to the plaintiff; 6) The two defendants shall bear the legal costs and preservation costs 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 International Airport Co., Ltd. shall refund the performance bond of 457,500 yuan in full amount; 2) Hangzhou Xiaoshan International Airport Co., Ltd. shall pay liquidated damages of 457,500 yuan; 3) The legal costs of this case shall be borne by Hangzhou Xiaoshan International Airport Co., Ltd. (The total amount of Item 1 and Item 2 is 915,000 yuan) 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: Hangzhou Xiaoshan 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 Xiaoshan International 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 Yong Holdings in accordance with the judgment. (17) Lease contract dispute case in which Shenzhen Yanxin Industrial Co., Ltd. sued SZCG On April 12, 2022, the plaintiff Shenzhen Yanxin Industrial Co., Ltd. filed a lawsuit with Shenzhen Longgang District People’s Court with SZCG as the defendant, requesting: The defendant shall pay the following amount to the 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 the maintenance of water and electricity facilities: 120,000 yuan (180,000 yuan per year for the maintenance of three buildings); 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 has not 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. and Wuhan Chensheng Mining Investment Co., Ltd. 297 深圳市深粮控股股份有限公司 2022 年年度报告全文 Wuhan Jiacheng filed a lawsuit with Hubei Wuhan Qingshan District People’s Court with Wuhan Xinzhiquan Industrial 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 Wuhan Xinzhiquan 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. shall be jointly and severally liable for the above debts of defendant Wuhan Xinzhiquan Industrial Co., Ltd.; 4) The defendants 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 the plaintiff Wuhan Jiacheng within ten (10) days after the judgment takes effect; 2) Defendant Wuhan Xinzhiquan Industrial Co., Ltd. shall pay the interest to the plaintiff Wuhan Jiacheng within ten (10) days after the judgment takes effect (based on the unpaid amount, the interest shall be calculated from August 29, 2014 at the annual rate of 24%, until the date of actual repayment); 3) Defendant Wuhan Chensheng Mining Investment Co., Ltd. shall be jointly and severally liable for the repayment of Item (1) and (2), and shall have the right to recover the liability from 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 the company subject to enforcement had no property for enforcement for the time being, Wuhan Qingshan District People’s Court made the enforcement judgment ([2019]E0107ZNo.2117) enforcement judgment to terminate the enforcement procedure. According to the equity acquisition agreement, the original shareholders have the obligation to assist Wuhan Jiacheng in actively recovering the loan of 5.00 million yuan from Wuhan Xinzhiquan Industrial Co., Ltd. The outstanding loan shall be jointly supplemented by the original shareholders. (19) Liability dispute case in which Wuhan Jiacheng sued shareholders Chen Wei, Tian Xinhua, Yu Yong and Chen Xin for impairing the interests creditors of the company According to the civil judgement ([2019]E0107MCHNo.104), Wuhan Xinzhiquan Industrial Co., Ltd. owed debts to Wuhan Jiacheng. Wuhan Jiacheng applied to Wuhan Qingshan District People’s Court for enforcement on the basis of the civil judgment. Wuhan Qingshan District People’s Court made a judgment to terminate the enforcement 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. The shareholders of Wuhan Xinzhiquan Industrial Co., Ltd. failed to fulfill their contribution obligations of 9.3 million yuan. With Chen Wei, Tian Xinhua, Yu Yong and Chen Xin as defendants, Wuhan Jiacheng filed a lawsuit with Wuhan Qingshan District People’s Court, requesting: 1) Defendants Chen Wei, Tian Xinhua shall be jointly and severally liable for the supplementary compensation for debts of Wuhan Xinzhiquan Industrial Co., Ltd. to the plaintiff 298 深圳市深粮控股股份有限公司 2022 年年度报告全文 determined in civil judgment([2019]E0107MCHNo.104) made by Wuhan Qingshan People’s Court (based on the principal 5.00 million yuan, the interest shall be calculated at the annual rate of 24% from August 29, 2014 until the 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 compensation liability 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 supplementary compensation 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 Court within 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 Wuhan Jiacheng 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 and interest of 5.3 million yuan not contributed by the actual contributor Wuhan Pengling Group Co., Ltd. III. Other claims of the plaintiff Wuhan Jiacheng are rejected. After the judgment took effect, Wuhan Jiacheng applied to Wuhan Qingshan District People’s Court for enforcement. 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 278,000 yuan; On April 14, 2023, the parking lot located in the second phase of Rongke Tiancheng in Jiang'an District was auctioned for 239,300 yuan. On January 4, 2023, Chen Xin’s ex-husband, Yuan Ding, applied to the Qingshan District People’s Court to require 50% of the auction funds on the grounds that the shop located in Huangpi and the parking lot located in second phase of Rongke Tiancheng were jointly owned after marriage. Due to objections raised by Wuhan Jiacheng, the court has not yet disbursed the auction funds. The judge stated that according to the practice of Qingshan District People’s Court, they would agree to the application of Chen Xin’s ex-husband. In addition, auction proceedings against Chen Wei’s property have been initiated and the creditors have now applied to resume enforcement. (2) If the Company has no important contingency need to disclosed, explain reasons The Company has no important contingency that need to disclose. 299 深圳市深粮控股股份有限公司 2022 年年度报告全文 3. Other XV. Events after balance sheet date 1. Important non-adjustment matters Unit: RMB/CNY Impact on financial status and Reasons of fails to estimate Item Content operation results the impact 2. Profit distribution Unit: RMB/CNY Profit or According to the resolution of 27th meeting of the 10th session of the BOD, the profit dividend to be distribution plan for year of 2022 is: Based on total share capital of 1,152,535,254 on Dec. 31, distributed 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 Items impact during vary Procedures Accumulated impact correction comparative period (2)Prospective application Reasons for adopting the prospective Content of accounting error correction Approval procedure applicable method 300 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Total Income tax Net Profit of discontinuing operation attributable to owners of Item Revenue Expenses profit expenses profit 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 liabilities of 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 301 深圳市深粮控股股份有限公司 2022 年年度报告全文 Ending balance Opening balance Bad debt Book balance Book balance Bad debt provision Category provision Book Book Amoun Accrua value Amoun Amoun Accrual value Amount Ratio Ratio t l ratio t t ratio Account receivable 28,453.0 0.03 28,453. 100.00 28,453. 0.02% 28,453. 100.00 8 % 08 % 08 08 % with bad debt provision accrual on a single basis Including: Account receivable 87,199,1 99.9 4,932.0 0.01% 87,194, 135,68 99.98% 4,426.3 0.01% 135,678, 10.87 7% 3 178.84 2,852.6 0 426.30 with bad debt 0 provision accrual on portfolio Including: Portfolio of sales 59,425.6 0.07 4,932.0 8.30% 54,493. 8,852.6 0.01% 4,426.3 50.00% 4,426.30 0 % 3 57 0 0 receivable Object-specific 87,139,6 99.9 135,67 99.97% 135,674, 87,139, 85.27 0% 4,000.0 000.00 portfolio 685.27 0 87,227,5 100. 33,385. 135,71 100.00 32,879. 135,678, 87,194, Total 63.95 00% 11 1,305.6 % 38 426.30 178.84 8 Accrual of bad debt provision on single item: 28,453.08 Unit: RMB/CNY Ending balance Name Book balance Bad debt provision Accrual ratio Accrual causes Other accrual on single Extremely low 28,453.08 28,453.08 100.00% basis possibility of recovery Total 28,453.08 28,453.08 -- -- Accrual of bad debt provision on portfolio: 33,385.11 yuan Unit: RMB/CNY Ending balance Name 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: 302 深圳市深粮控股股份有限公司 2022 年年度报告全文 Unit: RMB/CNY Ending balance Name 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, please refer 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 Amount changed in the period Opening Category Collected or Ending balance balance Accrual Written off Other reversal Other accrual 28,453.08 28,453.08 on single basis Portfolio of 4,426.30 505.73 4,932.03 sales receivable 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 303 深圳市深粮控股股份有限公司 2022 年年度报告全文 Amount Cause of Procedure of Resulted by related Enterprise Nature written-off written-off written-off transaction (Y/N) Explanation on account receivable written-off: (4)Top 5 accounts receivable at ending balance by arrears party Unit: RMB/CNY Ending balance of accounts Proportion in total receivables Ending balance of bad debt Enterprise receivable at ending balance (%) reserve Total (5) Amount of assets and liabilities formed by transferring of account receivable and continuing to be involved Other 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 Whether impairment Borrower Ending balance Overdue time Overdue causes occurs and its judgment basis Other explanation: 304 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Whether impairment Item (or the invested Reasons for not Ending balance Account age occurs and its entity) collection 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 Phase I Phase II Phase III Bad debt provision Expected credit Expected credit losses for Expected credit losses for Total losses over next 12 the entire duration the entire duration (with 305 深圳市深粮控股股份有限公司 2022 年年度报告全文 months (without credit credit impairment impairment occurred) occurred) Balance on Jan. 1, 213,468.15 27,631,266.89 27,844,735.04 2022 Balance on Jan. 1, 2022 in the period Current accrual 158.70 158.70 Balance on 31 Dec. 213,626.85 27,631,266.89 27,844,893.74 2022 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 Amount changed in the period Opening Category Collected or Ending balance balance Accrual Written off Other reversal Accrual of bad debt provision on 27,631,266.89 27,631,266.89 single item Accrual of bad debt provision on 213,468.15 158.70 213,626.85 portfolio 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 306 深圳市深粮控股股份有限公司 2022 年年度报告全文 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 Amount Procedure of Resulted by related Enterprise Nature Written-off causes written-off written-off transaction (Y/N) Explanation on other account receivable written-off: 5) Top 5 other receivables at ending balance by arrears party Unit: RMB/CNY Ratio in total ending balance of Ending balance of Enterprise Nature Ending balance Account age other account bad debt reserve receivables 6) Other account receivables related to government grants Unit: RMB/CNY Time, amount and basis Enterprise Government grants Ending balance Ending account age 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 Ending balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Investment in 4,039,319,425. 5,500,000.00 4,033,819,425. 4,054,019,425. 5,500,000.00 4,048,519,425. 09 09 09 09 subsidiary Investment in 2,927,628.53 2,927,628.53 2,927,628.53 2,927,628.53 joint venture and associated 307 深圳市深粮控股股份有限公司 2022 年年度报告全文 enterprise 4,042,247,053. 8,427,628.53 4,033,819,425. 4,056,947,053. 8,427,628.53 4,048,519,425. Total 62 09 62 09 (1) Investment in subsidiary Unit: RMB/CNY Current changes (+, -) Ending Opening Ending Invested Accrual of balance of balance(book Additional Capital balance(book entity impairment Other impairment value) investment reduction value) provision provision Shenbao 5,500,000.00 Industry & Trade Shenliang 80,520,842.36 80,520,842.3 6 Food Shenbao 168,551,781.8 54,676,764.1 223,228,545. 0 1 91 Huacheng Huizhou 60,000,000.00 60,000,000.0 0 Shenbao Shenbao 54,676,764.11 54,676,764.1 1 Technology Shenbao 50,000,000.00 50,000,000.0 0 Investment SZCG 3,291,415,036 3,291,415,03 .82 6.82 Dongguan 321,680,000.0 14,700,000.0 306,980,000. 0 0 00 Logistics Wuhan 21,675,000.00 21,675,000.0 0 Jiacheng Total 4,048,519,425 54,676,764.1 69,376,764.1 4,033,819,42 5,500,000.00 .09 1 1 5.09 (2) Investment in associated enterprises and joint venture Unit: RMB/CNY Openin Current changes (+, -) Ending Investm Ending g Additio Investm Other Cash Accrual balance ent Capital Other balance balance nal ent compre dividen of of compan reducti equity Other (book (book investm gains hensive d or impair impair y on change value) value) ent recogni income profit ment ment 308 深圳市深粮控股股份有限公司 2022 年年度报告全文 zed adjustm announ provisi provisi under ent ced to on on equity issued I. Joint venture II. Associated enterprise Shenzh en Shenba o (Liaoyu 57,628. an) 53 Industri al Compa ny Shenzh en Shenba o 2,870,0 (Xinmi 00.00 n) Foods Co., Ltd Changz hou Shenba o Chacan g E-busin ess Co., ltd. Subtota 2,927,6 l 28.53 2,927,6 Total 28.53 (3) Other explanation 4. Operating revenue and operating cost Unit: RMB/CNY 309 深圳市深粮控股股份有限公司 2022 年年度报告全文 Current Period Last Period Item 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: 310 深圳市深粮控股股份有限公司 2022 年年度报告全文 Nil Information 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 not yet been fulfilled or have not done with fulfillment is 0.00 yuan, among them, 0.00 yuan of revenue is expected to be recognized in the year Other explanation: 5. Investment income Unit: RMB/CNY Item Current Period Last Period Investment income from disposal of 274,697.80 long-term equity investment Investment income during the period of 4,912,249.48 667,216.57 tradable financial assets hold 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 & 8,775,672.58 regulations and are continuously enjoyed at a fixed or quantitative basis according to certain standards) 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 18,546.91 assets and tradable financial liabilities, and the investment earnings obtained from disposing trading financial assets and trading financial liabilities Reversal of provision of impairment of accounts receivable which are treated with 881,986.09 separate depreciation test Other non-operating income and expenditure except for the aforementioned items 7,042,268.06 311 深圳市深粮控股股份有限公司 2022 年年度报告全文 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&A Announcement 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 Earnings per share Profits during reporting period Weighted average ROE Basic earnings per Diluted earnings per share (RMB/Share) share (RMB/Share) Net profits attributable to common stock stockholders of 8.96% 0.3649 0.3649 the Company Net profits attributable to common stock stockholders of 8.57% 0.3492 0.3492 the Company after deducting non-recurring gains and losses 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 (International Accounting 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 1,067,000.00 1,067,000.00 market regulation IAS 420,594,871.27 428,720,226.09 4,764,040,461.81 4,631,359,102.34 312 深圳市深粮控股股份有限公司 2022 年年度报告全文 (2) Difference of the net profit and net assets disclosed in financial report, under both foreign accounting rules 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 the differences adjustment audited by foreign auditing institute, listed name of the institute 4. Other 313