About Shenzhen Asia Link Technology Development Co.Ltd(002316)
Reply to the letter of concern of Shenzhen Stock Exchange
Listed company management Department II of Shenzhen Stock Exchange:
Shenzhen Asia Link Technology Development Co.Ltd(002316) (hereinafter referred to as " Shenzhen Asia Link Technology Development Co.Ltd(002316) " or "the company") has received the attention letter on Shenzhen Asia Link Technology Development Co.Ltd(002316) issued by your department on February 10, 2022 (company Department attention letter [2022] No. 135, hereinafter referred to as "the attention letter"), Zhongxi Certified Public Accountants (special general partnership) (hereinafter referred to as "the firm" or "we") as the audit institution of Shenzhen Asia Link Technology Development Co.Ltd(002316) 2021, Shenzhen Asia Link Technology Development Co.Ltd(002316) transferred the letter of concern to the firm, and the firm carefully studied and implemented the part of the letter of concern verified by the annual audit accountant and issued clear opinions, The relevant questions that need to be answered by the exchange in the attention letter are explained as follows: first, according to the performance forecast, there are signs of impairment in the goodwill formed by your company's early acquisition of kaidianbao Technology Group Co., Ltd. (hereinafter referred to as "kaidianbao technology") during the reporting period. After preliminary calculation, your company plans to make an impairment provision of about 140 million yuan to 195 million yuan for this part of goodwill. In combination with the relevant business development, asset status, operation and performance of relevant subjects of kaidianbao technology in 2020 and 2021, your company is requested to supplement the specific time point of impairment signs, whether the provision for impairment in previous years is sufficient, and the basis, calculation process and rationality of this provision for impairment. Please check and comment by your company's annual audit accountant.
Company reply:
(I) development of kaidianbao technology business in 2020 and 2021
The main business of kaidianbao Technology Group Co., Ltd. (hereinafter referred to as "kaidianbao technology") remained unchanged in 2020 and 2021. Affected by the intensification of market competition, the cumulative transaction amount of kaidianbao technology's third-party payment business was 1696.6 billion (payment + settlement), down 44.17% from 2020; In 2021, the operating income was 1381481500 yuan, a year-on-year decrease of 43.26%; By optimizing the organizational structure and post structure, improving work efficiency and controlling labor costs and other expenses, kaidianbao technology is expected to reduce losses compared with 2020 and realize a net profit of about - 19 million yuan (the data in 2021 is not audited).
(II) provision for goodwill impairment in 2020 and 2021
1. Original book value of goodwill
Address: floor 11, block a, Xincheng culture building, No. 11, Chongwenmenwai Street, Beijing
Tel: 010-67085873 Fax: 010-67084147 postal code: 100062
Name of investee or events forming goodwill book balance at the end of 2020 (10000 yuan) book balance at the end of 2021 (10000 yuan)
On September 30, 2017, the company acquired subsidiaries and opened stores
85,861.23 85,861.23
Goodwill formed by 45% equity of Baoji Technology
2. Provision for impairment of goodwill
Increased provision at the end of 2020 and 2021
The name of the investee or the balance of events forming goodwill (10000 yuan) the balance at the end of 2021 (10000 yuan)
On September 30, 2017, the company acquired subsidiaries and opened
30036.83 14000.00-19500.00 44036.83-49536.83 goodwill formed by 45% equity of Dianbao Technology
Total 30036.83 14000.00-19500.00 44036.83-49536.83
Note: the provision for goodwill impairment in 2021 has not been audited.
(III) time point of goodwill impairment
The quarterly breakdown of transaction volume and revenue of kaidianbao technology in 2021 is as follows:
Project in the first quarter, second quarter, third quarter and fourth quarter of 2021
Transaction amount (RMB 100 million): 1696632.5839.04 494852 3506.02 2672.74
Operating income (10000 yuan) 138148.15 46928.35 39771.31 28785.19 22663.30
Note: the data of 2021 has not been audited.
Kaidianbao technology reported an operating revenue of 866.9956 million yuan in the semi annual report of 2021, and realized a net profit attributable to the parent company of 8.0726 million yuan, which improved year-on-year. At the beginning of the third quarter, kaidianbao technology failed to meet the expectations due to the intensification of market competition and the development situation of the industry. The offline acquiring transaction volume decreased. Although kaidianbao technology tried to improve its profitability by adjusting policies, reducing costs and increasing efficiency, it still failed to meet the expectations. At the end of the third quarter, The management has comprehensively considered that the service provider has a certain wait-and-see attitude towards the renewal of the national bank card acquiring license of kaidianbao technology, which has a certain impact on the business development or. Therefore, it is impossible to estimate the time when the products launched in the early stage can reverse the downward trend of operating revenue and net profit, so the impairment test of goodwill has not been conducted for the time being.
At the beginning of 2022, with the formation of annual financial data of kaidianbao technology, the signs of goodwill impairment were basically clear. In order to objectively and fairly reflect the asset value and financial status of the company, according to the relevant provisions of the accounting standards for Business Enterprises No. 8 - asset impairment and the accounting regulatory risk tips No. 8 - goodwill impairment, the company was established in January 2022
Address: floor 11, block a, Xincheng culture building, No. 11, Chongwenmenwai Street, Beijing
Tel: 010-67085873 Fax: 010-67084147 postal code: 100062
Communicate with the evaluation institution and the audit institution on the performance of kaidianbao technology, and according to the communication with the evaluation institution and the audit institution, for the principle of prudence, it is proposed to make an overall impairment provision of 140 million yuan to 195 million yuan for the asset group of kaidianbao technology including goodwill, which will be disclosed in the performance forecast of the company in 2021. The relevant calculation of the impairment of the asset group including goodwill is based on the data of kaidianbao technology management, and the audit and evaluation institution has not issued a formal audit and evaluation report on the impairment of goodwill.
(IV) adequacy of provision for goodwill impairment in previous years
On September 30, 2017, the company purchased 45% of the equity of kaidianbao technology, resulting in M & a goodwill not under the same control. According to the accounting standards for Business Enterprises No. 8 - asset impairment, the company determines whether there is impairment by comparing the recoverable amount of the asset group or combination of asset groups containing goodwill with its book value. From 2016 to 2018, kaidianbao technology exceeded its performance commitment. In 2019, kaidianbao technology realized an income of 3575.1714 million yuan, a year-on-year increase of 7.56%, and realized a net profit attributable to the parent company of 299.3739 million yuan. The company hired an evaluation institution with qualification in the securities industry to evaluate the goodwill without impairment.
In 2020, kaidianbao technology was affected by the epidemic, resulting in a year-on-year decline in transaction volume. At the same time, affected by factors such as intensified market competition and the development form of the industry, the gross profit margin also decreased, and the annual net profit attributable to the parent company was -97.8179 million yuan, a year-on-year decrease of 132.67%, showing signs of impairment, According to the appraisal results of the appraisal report No. [2021] 010505 issued by zhongtonghua Assets Appraisal Co., Ltd. (hereinafter referred to as "zhongtonghua appraisal") hired by the company, the company has made a goodwill impairment provision of 300.3683 million yuan for the purchase of 45% equity of kaidianbao technology. Therefore, the company's provision for goodwill impairment in previous years is sufficient.
(V) basis, calculation process and rationality of this impairment provision
The revenue of kaidianbao technology in 2021 decreased by 43.26% compared with that in 2020. However, by optimizing the organizational structure and post structure, improving work efficiency and controlling labor costs, the annual net profit was about - 19 million yuan, a year-on-year loss reduction, but the annual profit did not meet expectations. In view of the above, the company adjusted the future operation forecast data of kaidianbao technology. After the preliminary goodwill impairment test, it was found that there were signs of goodwill impairment. Based on the principle of prudence, the company judged that the provision for goodwill impairment should be accrued in 2021.
It is preliminarily estimated that the provision for impairment of goodwill formed by the acquisition of kaidianbao technology will be about 140-195 million yuan on December 31, 2021. With the successful renewal of kaidianbao technology payment license, if the service provider's confidence in the company is improved, the early business plans can be implemented smoothly, and the transaction volume of kaidianbao technology will grow steadily and continuously in 2022,
Address: floor 11, block a, Xincheng culture building, No. 11, Chongwenmenwai Street, Beijing
Tel: 010-67085873 Fax: 010-67084147 postal code: 100062
It is estimated that 140 million yuan of goodwill impairment provision will be required in 2021; If it is conservatively estimated that the future will continue to be affected by market competition, industry development and other factors, and the growth of transaction volume does not meet the expectation, it is estimated that more than 140 million yuan of goodwill impairment provision will need to be withdrawn in 2021.
If the above estimated amount of goodwill impairment provision is withdrawn, the book value of goodwill at the end of 2021 is 367-422 million yuan (including 363-418 million yuan of goodwill of kaidianbao technology related assets). According to the accounting standards for business enterprises, the above goodwill will not be amortized, but shall be subject to impairment test at the end of each year in the future. If the economic, technical or legal environment in which kaidianbao technology operates and the market in which it operates have undergone or will undergo significant adverse changes in the current period or in the near future, or there is evidence that its operating performance has been or will be lower than expected, the company still has the risk of goodwill impairment. If this part of goodwill is impaired, it may have an adverse impact on the current profits and losses of the listed company.
The annual audit accountant shall check and give opinions
1. Our main audit procedures:
(1) Understand the business development of kaidianbao technology in 2021 and the reasons for the large decline in business performance after the third quarter of kaidianbao technology;
(2) Obtain the financial statements and main business data of kaidianbao technology in 2021;
(3) This paper compares and analyzes the predicted amount of income method in 2021 and the realized amount in 2021 in the goodwill evaluation report of kaidianbao technology in 2020;
(4) Understand the management's test process of the company's goodwill impairment provision, including the procedures followed by the management in the goodwill impairment provision test, the important parameters and assumptions introduced by the recoverable amount of the asset group of goodwill, the calculation of the recoverable amount, etc;
(5) The company communicated with the goodwill evaluation institution on the goodwill impairment of kaidianbao technology accrued this year.
2. Verification opinions:
After verification, we believe that the specific time point when kaidianbao technology showed signs of impairment and the provision for impairment in previous years are reasonable; The basis and calculation process of the impairment provision are not obviously unreasonable with the provisions of the accounting standards for business enterprises. Our audit of the financial statements of Shenzhen Asia Link Technology Development Co.Ltd(002316) 2021 is still in progress, and the final audit opinion is subject to the audited financial report of 2021.
Address: floor 11, block a, Xincheng culture building, No. 11, Chongwenmenwai Street, Beijing
Tel: 010-67085873 Fax: 010-67084147 postal code: 100062
2、 According to the performance forecast, kaidianbao technology, the holding subsidiary of your company, is affected by the intensification of market competition and the development situation of the industry, resulting in the product launch not meeting the expectations, the offline acquiring transaction volume decreases, and the annual loss is expected to be about 19 million yuan. Please explain whether there is significant uncertainty in your company's ability to continue as a going concern in combination with your company's main business composition, current production and operation status, expected losses in the current period, etc. If yes, please give full risk warning. Please check and comment by your company's annual audit accountant.
Company reply:
(I) main business composition of the company
The company's main businesses are the third-party payment business in the field of smart operation, merchant operation service business and private network communication business in the field of smart private network. Among them, the third-party payment business accounts for a relatively high proportion and has a great impact on the company. However, with the decline of transaction volume and income of third-party payment, The proportion of the company's main business payment in the total revenue of the company in recent three years is relatively stable as follows:
Unit: 10000 yuan
January September 2021 2020 2019
Proportion of classified amount of operating revenue in operating revenue proportion of operating revenue in operating revenue
Total operating income 157260.81 100.00% 327921.93 100% 420100.42 100
