TigerResearch/tigerbot-earning-plugin huggingface dataset:
Type of controlling shareholders: legal person||||
 Name of controlling shareholder| Legal representative/ company principal| Date of establishment| Organization code| Business scope
 Shenzhen Mingde Holding Development Co., Ltd.| Wang Wei| November 5, 1997|91440300279396064N| International freight forwarders; economic and technical consulting, technical information consulting; commercial activities in the form of franchise; import and export operations (except for projects prohibited by laws, administrative regulations and State Council decisions; restricted projects must obtain permissions for operations); investment in industrial enterprises (specific projects will be separately declared).
 Equity interests in holdings and participating companies listed at home and abroad of the controlling| N/A|||
shareholder in the Reporting Period
Change of controlling shareholder in the Reporting Period□Applicable √Not applicable
There was no change of controlling shareholder of the Company in the Reporting Period.
3. Details about the Company’s actual controllers and persons acting in concert
Nature of the actual controller: domestic natural person Type of the actual controller: natural person
Name of actual controller| Relationship with the actual controller|| Nationality| Right of sanctuary in other countries or regions obtained or not
 Wang Wei| Himself| China|| No
 Major occupations and jobs| Mr. Wang Wei, born in 1970, is the founder and actual controller of S.F. Currently, he is the chairman and general manager of the Company.|||
 Domestic and foreign-listed companies with shares held by the ultimate controller in the past 10 years| N/A|||
Change of actual controller during the Reporting Period□Applicable √Not applicable
The actual controller of the Company did not change during the Reporting Period.
The ownership and controlling relationship between the actual controller of the Company and the Company is detailed as follows:
Wang Wei
Shenzhen Mingde Holding Development Co., Ltd.
S.F. Holding Co., Ltd.
The actual controller controlled the Company by trust or other asset management methods□Applicable √Not applicable
4. Number of shares pledged in aggregate by the Company’s controlling shareholder or biggest shareholder and its persons acting in concert reaching 80% of the shares that they hold
5. Other institutional shareholders owning mover than 10% of shares
6. Details of restrictions on reducing shareholdings of controlling shareholders, actual controllers, restructuring parties and other commitment subjects
IV. Details of Implementation of Share Repurchase During the Reporting Period
Disclosing date| Number of shares to be repurchased(shares)| Percentage of total share capital| Proposed repurchase amount (RMB0’000)| Proposed repurchase period| Purpose of repurchase| Number of shares repurchased(shares)| Proportion of repurchased shares to the underlying shares involved in the share incentive scheme(if any)
 March 3, 2022|14,285,700-28,571,400(calculated on the basis of the maximum repurchase price of RMB70 per share)|0.29%-0.58%(calculated on the basis of the repurchase price cap of RMB70 per share)| Not less than RMB1 billion but not more than RMB2 billion| Within 6 months from the date on which the repurchase plan is considered and approved by the Board| Employee stock ownership plan or equity incentive plan|38,797,055|_
 September 23, 2022|14,285,700-28,571,400(calculated on the basis of the maximum repurchase price of RMB70 per share)|0.29%-0.58%(calculated on the basis of the repurchase price cap of RMB70 per share)| Not less than RMB1 billion but not more than RMB2 billion| Within 12 months from the date on which the repurchase plan is considered and approved by the Board| Employee stock ownership plan or equity incentive plan|835,200|_
Implementation of share repurchase reduction through aggregate auction□Applicable √Not applicable
Chapter 8 Preferred Shares
There was no preferred share in the Company during the Reporting Period.
Auditor’s Report
PwC ZT Shen Zi (2023) No. 10050
To the shareholders of S.F. Holding Co., Ltd.,
What we have audited
We have audited the accompanying financial statements of S.F. Holding Co., Ltd. (“S.F. Holding”), which comprise:•the consolidated and company balance sheets as at 31 December 2022;
•the consolidated and company income statements for the year then ended;
•the consolidated and company cash flow statements for the year then ended;
•the consolidated and company statements of changes in equity for the year then ended; and•notes to the financial statements.
Our opinion
In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated and company financial position of S.F. Holding as at 31 December 2022, and their financial performance and cash flows for the year then ended in accordance with the requirements of the Accounting Standards for Business Enterprises (“CASs”).
Basis for Opinion
We conducted our audit in accordance with China Standards on Auditing (“CSAs”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of S.F. Holding in accordance with the Code of Ethics for Professional Accountants of the Chinese Institute of Certified Public Accountants (“CICPA Code”), and we have fulfilled our other ethical responsibilities in accordance with the CICPA Code.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters identified in our audit are summarised as follows:
•Evaluation of fair value of the identifiable net assets relating to the acquisition and recognition of goodwill•Goodwill impairment assessment relating to Kerry Logistics and SF supply Chain Business
•Recognition of revenue from logistics and freight forwarding services
Audit Opinion Type|| Unqualified Opinion
 Audit Report Signing Date|| March 28, 2023
 Audit Institution Name|| PricewaterhouseCoopers Zhong Tian LLP
 Audit Report Reference Number|| PwC ZT Shen Zi (2023) No. 10050
 Registered Accountants’| Names| Chen Anqiang, Liu Jingping
Key audit matters How our audit addressed the key audit matter Evaluation of fair value of the identifiable
net assets relating to the acquisition and recognition of goodwill
(Note 2(29)(a)(vi), Note 4(19) and Note 5(1)(a)) On 19 April 2022 (“acquisition date”), S.F. Holding completed the acquisition of 100%
equity of Topocean Consolidation Service (Los
Angeles) Inc. (“Topocean”) at a consideration of RMB1,677 million, thus obtained the control right and included Topocean and its subsidiaries in the scope of consolidation. As at the acquisition date, S.F. Holding recognised Topocean’s identifiable net assets at fair value, and the fair value of the identifiable net assets exceeded carrying amount by approximately RMB288 million, due to the
recognition of intangible assets (mainly customer relationships) and corresponding deferred tax liabilities. The excess of the consideration over the fair value of the identifiable net assets
amounting to approximately RMB1,157 million was recognised as goodwill.
Management engaged an independent valuer to
assist in the identification of the identifiable assets and valuation of the fair value of intangible assets at the acquisition date. The assessment of the fair value of identifiable net assets on the acquisition date included the identification of intangible
assets, the selection of valuation methods, and the forecast of future cash flows, which involved critical estimates and judgements about the key assumptions including revenue growth rate,
discount rate.
Due to the significant amounts of the fair value evaluated of the identifiable net assets at the acquisition date and recognition of goodwill, and critical estimates and judgements from
management were involved in the evaluation of fair value of the identifiable net assets, we considered the evaluation of fair value of the identifiable net assets and the recognition of
goodwill relating to the acquisition as a key audit matter.
In response to the key audit matter, we performed procedures as follows:
•Discussed with management and understood the purpose of the transaction and the pricing basis;
•Obtained the resolutions of the Board of Directors and shareholders’meeting related to the purchase of Topocean, acquisition agreements, valuation report, the Articles of Association and other supporting documents, and examined the transaction details;
•Understood, evaluated and tested the internal controls relating to the business combinations implemented by management;
•Assessed the professional competency and objectivity of the independent valuer;
•Performed the following procedures with the involvement of our internal valuation experts:
(1) We evaluated the appropriateness of the valuation methods adopted by management and the independent valuer in the process of valuation;
(2) We checked the calculation of goodwill and the fair value of the identifiable assets and liabilities for accuracy;
(3) We evaluated the integrity of the identifiable assets and liabilities by check the acquisition agreement, the related information of Topocean, etc.;
(4) We obtained an understanding of future business development plan
developed by management to evaluate the commercial reasonableness of goodwill recognition;
(5) Through the interview with management and by reference to historical performance, operating data and comparable market data of Topocean, we evaluated the appropriateness of key assumptions (revenue growth rate, gross profit rate and discount rate) applied by management in
evaluating the fair value and the reasonableness of management’s forecast of Topocean’s future cash flows, and considered the potential impact on the valuation in case of reasonable changes in the key assumptions.
Based on the above audit procedures performed, the valuation methods and key
assumptions adopted by management in evaluation of fair value of the identifiable net assets and recognition of goodwill relating to the acquisition were properly supported by the audit evidences we obtained.
(2) Goodwill impairment assessment relating to Kerry Logistics Business and SF Supply Chain Business(Note 2(19), Note 2(29)(a)(iii) and Note 4(19)) As at 31 December 2022, the goodwill balance of SF Holding in relation to the business of Kerry Logistics and SF Supply Chain Business was approximately RMB5,708 million and RMB3,034 million, respectively. Management engaged an independent valuer to conduct impairment assessment of above goodwill at the end of the year. The recoverable amount of Kerry Logistics Business and SF Supply Chain Business relevant asset group was determined by the present value of the future cash flows expected to be derived from the asset, and no impairment loss should be recognised. During the goodwill impairment assessment, the forecast of the present value of future cash flows involved critical estimates and judgements on key assumptions including revenue growth rate, EBIT and pre-tax discount rate. Since the balance of the above goodwill was significant and the goodwill impairment assessment involved critical estimates and judgements from management, we considered the impairment assessment of above-mentioned goodwill as a key audit matter.| In response to the key audit matter, we performed procedures as follows: With respect to the impairment assessment of goodwill relating to Kerry Logistics Business and SF Supply Chain Business performed by management at the end of the year, we performed the procedures as follows:||
|•| Understood, evaluated and tested the internal controls relating to the goodwill impairment assessment implemented by management;|
|•| Assessed the professional competency and objectivity of the independent valuer;|
|•| Obtained the valuation report issued by an independent valuer engaged by management, and performed the following procedures with the involvement of our internal valuation experts:|
||(1)| We reviewed whether the division of asset groups to which the goodwill belonged to were reasonable;
||(2)| We evaluated the appropriateness of the valuation methods adopted by management and the independent valuer with reference to industry practices;
||(3)| We compared the actual operation performance of asset groups in 2022 with relative estimates in 2021, and assessed the reasonability of cash flows forecast prepared by management;
||(4)| We evaluated the appropriateness of key assumptions (including revenue growth rate, profit margin and pre-tax discount rate) applied in the future cash flows forecast, by reference to historical operating performance, future operation plan, comparable market data, etc.;
||(5)| We checked the calculation of future cash flows forecast for accuracy;
| We considered the potential impacts in case of reasonable changes in key assumptions adopted by management in impairment assessment. Based on the above audit procedures performed, the evaluation methods and key assumptions adopted by management in the goodwill impairment assessment were properly supported by the audit evidences we obtained.|(6)|
Key audit matters How our audit addressed the key audit matter
(3) Recognition of revenue from logistics and freight forwarding services
(Note 2(25)(a), Note 4(42)(a))
Revenue from logistics and freight forwarding services represents the revenue from main
operations of S.F. Holding. For the year ended 31 December 2022, the revenue from logistics and freight forwarding services of S.F. Holding was approximately RMB262,100 million, accounting for about 98.10% of revenue from main
Due to the significant amount of transactions from logistics and freight forwarding services, S.F. Holding used information systems to track the rendering of logistics services on a constant and real-time basis to determine relevant revenue recognition. Therefore, revenue recognition
largely relied on the effectiveness of design and operation of the internal controls relating to information systems.
Due to the significant amount of revenue from
logistics and freight forwarding services, the large number of transactions and the involvement of
complex information systems, we needed to apply more audit effort to address them. Therefore,
we considered the recognition of revenue from logistics and freight forwarding services as a key audit matter.
In response to the key audit matter, we performed procedures as follows:•We understood the business mode and process of logistics and freight forwarding services of S.F. Holding, obtained contract terms relating to
revenue, and assessed the accounting policy of revenue recognition adopted by S.F. Holding in accordance with the Accounting Standards for Business Enterprises;
•We understood, evaluated and tested internal controls of S.F. Holding
relating to revenue recognition from logistics and freight forwarding services, including general controls and application controls on the information systems relating to revenue from logistics and freight forwarding services. With the
involvement of our internal information system audit specialists, we executed the understanding, evaluation and testing of general controls and application controls on the information systems relating to revenue from logistics and freight forwarding services;
•Using sampling to check supporting documents related to revenue recognition, including service contracts, the receipts confirmed by customer or rounting
information recording, invoices, collection records or reconciliation records, etc.;
•With respect to the revenue which had not been settled, on sample basis, we requested confirmations of the year-end balance of accounts receivable,
and inspected relevant supporting documents, including service contracts, the receipts confirmed by customer, invoices and subsequent collection records;
•With respect to the revenue from logistics and freight forwarding services recognised before and after the balance sheet date, on sample basis, we checked the relative supporting documents, so as to evaluate whether the revenue was recognised in the appropriate period.
Based on the above audit procedures performed, the recognition of revenue from logistics and freight forwarding services was properly supported by the audit
evidences we obtained.
Management of S.F. Holding is responsible for the other information. The other information comprises all of the information included in 2022 annual report of S.F. Holding other than the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management of S.F. Holding is responsible for the preparation and fair presentation of these financial statements in accordance with the CASs, and for such internal control as management designs, executes and maintains is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing these financial statements, management is responsible for assessing S.F. Holding’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate S.F. Holding or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing S.F. Holding’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether these financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with CSAs 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 these financial statements.
As part of an audit in accordance with CSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
•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 our 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.
•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
•Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
•Conclude on the appropriateness of management’s use of the going concern basis of accounting based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on S.F. Holding’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required by the audit standards to draw attention to the users of these financial statements in our auditor’s report to the related disclosures in these financial statements or, if such disclosures are insufficient, we should issue a qualified opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause S.F. Holding to cease to continue as a going concern.
•Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
•Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within S.F. Holding to express an opinion on the financial statements. We are responsible for the direction, supervision and execution of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope, timing of the audit and significant audit findings, including any significant deficiencies in internal control required attention 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 to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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 our 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 our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PricewaterhouseCoopers Zhong Tian LLP Shanghai, the People’s Republic of China
28 March 2023
Signing CPA
Chen Anqiang (Engagement Partner)
Liu Jingping
Chapter 10 Financial Statements
S.F. HOLDING CO., LTD.
CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2022
(All amounts in RMB’000 Yuan unless otherwise stated)
||31 December 2022|31 December 2021
 ASSETS| Note||
|| Consolidated| Consolidated
 Current assets Cash at bank and on hand|4(1)|41,062,750|35,315,051
 Financial assets held for trading|4(2)|7,385,379|10,384,493
 Notes receivable||236,244|317,255
 Accounts receivable|4(3)|25,560,433|30,441,758
Receivables financing||63,310|–
 Advances to suppliers|4(4)|3,464,911|2,936,246
 Loans and advances||34,212|2,633
 Other receivables|4(5)|3,341,237|4,238,518
 Inventories|4(6)|1,948,354|1,546,821
 Contract assets|4(7)|1,522,996|1,038,247
 Current portion of non-current assets|4(9)|440,739|351,489
Other current assets|4(8)|5,612,928|7,539,613
 Total current assets||90,673,493|94,112,124
 Non-current assets Long-term receivables|4(9)|631,278|876,363
 Long-term equity investments|4(10)|7,858,000|7,260,087
 Investments in other equity instruments|4(11)|7,365,684|6,810,771
 Other non-current financial assets|4(12)|1,012,209|878,023
 Investment properties|4(13)|4,875,366|4,850,233