Securities code: Shanghai Prosolar Resources Development Co.Ltd(600193) securities abbreviation: Shanghai Prosolar Resources Development Co.Ltd(600193) No.: 2022014 Shanghai Prosolar Resources Development Co.Ltd(600193)
Announcement on the provision for impairment of goodwill
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents Shanghai Prosolar Resources Development Co.Ltd(600193) (hereinafter referred to as “the company”) held the 9th meeting of the 8th board of directors and the 7th Meeting of the 8th board of supervisors on March 30, 2022, deliberated and adopted the proposal on the provision for impairment of goodwill. The specific circumstances are as follows: I. overview of the provision for impairment of goodwill (I) formation of goodwill
Shanghai Prosolar Resources Development Co.Ltd(600193) acquired 60% equity of Shanghai Dongjiang Architectural Decoration Engineering Co., Ltd. by paying cash in July 2019 and included the company in the scope of consolidated statements. As the above-mentioned share of goodwill paid by the parent company is greater than 127398366 yuan, the net identifiable value of the consolidated goodwill is recognized as 127398366 yuan. Therefore, all the goodwill is recognized as the net assets under the control of the same parent company.
After the impairment of goodwill in 2020, the goodwill attributable to the parent company was 1668136950 yuan, and the total goodwill was 2780228250 yuan. (II) relevant information of the asset group or combination of asset groups where the goodwill is located
According to the relevant provisions of accounting standards for Business Enterprises No. 8 – asset impairment, the asset group or combination of asset groups related to goodwill impairment test shall be the asset group or combination of asset groups that can benefit from the synergy effect of business combination. According to the asset appraisal entrustment contract and the application form filled in by the unit where the asset group is located, the scope of this appraisal covers the goodwill of Dongjiang decoration on December 31, 2021 and the non current assets (i.e. relevant long-term assets) such as operating fixed assets and intangible assets involved in the relevant asset group. (III) provision for impairment of goodwill
In the past two years, the situation of the real estate industry, tourism and other upstream industries and the normalization of the epidemic have generally caused pressure on the architectural decoration industry. The business development of Dongjiang decoration has also been greatly affected. Many projects have problems such as construction delay and delivery extension. In addition, the price of building aluminum alloy materials continues to rise and the gross profit level decreases significantly, resulting in a large gap between the performance of Dongjiang decoration and the expectation.
According to the audit report (Zhongxing Huashen Zi (2022) No. xxxxxx) issued by zhongxinghua Certified Public Accountants (special general partnership), Dongjiang decoration achieved an audited performance of RMB 8.4582 million in 2021 (excluding the impact of net profit from related party transaction income according to the equity transfer agreement), with a cumulative performance of RMB 463341 million. The performance commitment in 2021 was not realized and did not meet the expectations, There are signs of impairment.
In order to truly reflect the asset value and financial status of the company, according to the accounting standards for business enterprises and other relevant provisions, combined with the enterprise
Based on the principle of prudence, the company takes December 31, 2021 as the base date for the above business transactions
Yuyu conducted impairment test and hired Tianjin Zhonglian Asset Appraisal Co., Ltd. for evaluation.
According to the asset evaluation report of the recoverable amount evaluation project of Shanghai Dongjiang Architectural Decoration Engineering Co., Ltd. including goodwill involved in Shanghai Prosolar Resources Development Co.Ltd(600193) proposed goodwill impairment test issued by Tianjin Zhonglian asset evaluation Co., Ltd. (Zhonglian pingbao Zi [2022] d-0036), based on the relevant assumptions of this evaluation, In particular, on the premise that the future business plan of the relevant asset group approved by the management of the unit where the asset group is located is implemented, the recoverable amount of the relevant asset group including goodwill of Shanghai Dongjiang Architectural Decoration Engineering Co., Ltd. after evaluation shall not be less than 20 million yuan (in words: RMB 20 million yuan only), and there is goodwill impairment. (IV) the amount and calculation process of the provision for goodwill impairment this time
According to the above impairment test conclusion and based on the principle of prudence, the company plans to withdraw impairment provision for goodwill formed by the acquisition of 60% equity of Dongjiang decoration in 2019 through major asset restructuring, with an amount of RMB 636694193. The specific calculation is as follows:
(1) Original book value of goodwill
Name of investee: increase in current period decrease in current period
The balance at the beginning of the year of business combination or the balance at the end of the period of disposal
Formed him
Shanghai Dongjiang Architectural Decoration Engineering Co., Ltd. 2371276683 —- 2371276683
Total 2371276683 —- 2371276683
(2) Provision for impairment of goodwill
Name of investee: increase in current period decrease in current period
Balance at the beginning of the year and balance at the end of the period
Provision for other disposal
Shanghai Dongjiang Architectural Decoration Engineering Co., Ltd. 7031397336366941931339833926
Total 7031397336366941931339833926
(3) Goodwill impairment test process
The book value of goodwill is not recognized. The book value attributable to minority shares includes the unrecognized book value attributable to minority asset groups, the name of the investee or the East Equity, and the goodwill value of shareholders’ equity
Events forming goodwill 1 2 3 = 1 + 2 4
Shanghai Dongjiang architectural decoration 237127668315808511223952127805280928739 Engineering Co., Ltd
(Continued)
Recoverable amount of asset group containing goodwill goodwill impairment loss of goodwill attributable to minority shares goodwill impairment attributable to the name of the investee or the book value of the group of the company
Events forming goodwill 5 = 3 + 4 6 7 = 5-6 8 9 = 7-8
Shanghai Dongjiang architectural decoration 423305654420000 China Vanke Co.Ltd(000002) 2330565448932226181339833926 Engineering Co., Ltd
As of December 31, 2021, the book value of goodwill recognized by the company due to the acquisition of 60% equity of Dongjiang decoration is
Of the 237128 million yuan, the unrecognized goodwill value attributable to minority shareholders’ equity was 158085 million yuan, and the adjusted book value of goodwill was 395213 million yuan.
The book value of Dongjiang decoration operating asset group is 2.8093 million yuan, the book value of asset group including goodwill is 423306 million yuan, the recoverable amount of asset group including goodwill is 20 million yuan, the overall impairment loss of goodwill is 223306 million yuan, and the impairment of goodwill belonging to the company is 133983 million yuan. 2、 Impact of provision for impairment of goodwill on the company
The provision for impairment of goodwill is 6.3669 million yuan. The impairment loss is included in the profit and loss of the company in 2021
The company’s net profit attributable to the owners of the parent company in 2021 decreased by 6.3669 million yuan. 3、 Explanation on the rationality of the provision for goodwill impairment this time
The provision for impairment of goodwill is made based on the principle of prudence and the actual situation of the company in accordance with the relevant provisions of the accounting standards for business enterprises and the relevant accounting policies of the company. The basis is sufficient and reasonable. After the provision for impairment of goodwill is made, the company will
The annual financial statements can more fairly reflect the company’s financial position, asset value and economic performance as of December 31, 2021
Business results. 4、 Opinions of independent directors
According to the audit report issued by zhongxinghua Certified Public Accountants (special general partnership) (zhongxinghuashen Zi (2022))
No. 410029), Dongjiang decoration achieved an audited performance of 8.4582 million yuan in 2021 (according to the equity transfer agreement)
(excluding the impact of net profit from related party transaction business income), the company has achieved a cumulative performance of 463341 million yuan. The performance commitment in 2020 has not been realized, which does not meet the expectation, and there are signs of impairment.
In order to truly reflect the asset value and financial status of the company, according to the accounting standards for business enterprises and other relevant provisions, combined with the enterprise
Based on the principle of prudence, the company takes December 31, 2021 as the base date for the above business transactions
Yuyu conducted impairment test and hired Tianjin Zhonglian Asset Appraisal Co., Ltd. for evaluation. We agree to withdraw goodwill impairment
Prepare the proposal and submit it to the general meeting of shareholders of the company for deliberation. 5、 Opinions of the board of supervisors
The board of supervisors of the company believes that the company’s provision for goodwill impairment is based on the principle of prudence, which can fairly reflect the company’s financial status and operating results, and there is no situation that damages the interests of the company and shareholders. Agree to withdraw the provision for goodwill impairment this time. 6、 Documents for future reference
1. Resolutions of the 9th meeting of the 8th board of directors of the company;
2. Resolutions of the 7th Meeting of the 8th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the 9th meeting of the 8th board of directors.
It is hereby announced.
Shanghai Prosolar Resources Development Co.Ltd(600193) board of directors March 31, 2022
