China Dive Company Limited(300526)
Announcement on the provision for asset impairment
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
China Dive Company Limited(300526) (hereinafter referred to as "the company") held the 34th meeting of the 4th board of directors and the 21st Meeting of the 4th board of supervisors on April 20, 2022, and deliberated and adopted the proposal on the provision for asset impairment. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. The specific contents are hereby announced as follows:
1、 Reasons for withdrawing asset impairment provision this time
In order to more truly and accurately reflect the company's asset status and financial status, in accordance with the accounting standards for business enterprises, accounting standards for Business Enterprises No. 8 - asset impairment and the company's accounting policies and other relevant provisions, and based on the principle of prudence, the provision for asset impairment is made for the company's main assets such as inventory, intangible assets and goodwill that may have signs of impairment. 2、 Scope and amount of provision for asset impairment this time
This time, the impairment test was conducted on the inventory and intangible assets held by the company and the relevant asset groups that acquired the equity of Shenzhen Blue Sports Co., Ltd. (hereinafter referred to as "blue sports") to form goodwill, and the impairment loss was 5677285271 yuan. The details are as follows:
Provision for the current period of the project (unit: yuan)
Inventory 72486300
Intangible assets 487269
Blue sports goodwill asset group 718071986
Total 5677285271
3、 The recognition standard and withdrawal method of the provision for asset impairment this time
(I) inventory
On the balance sheet date, inventories are measured according to the lower of cost and net realizable value, and inventory falling price reserves are accrued according to a single inventory item. However, for inventories with large quantity and low unit price, inventory falling price reserves are accrued according to inventory category.
Recognition criteria of net realizable value of inventories:
Raw materials are mainly used by the enterprise for production. According to the verified quantity of each asset, the net realizable value is the market price on the benchmark date or the estimated selling price minus the disposal expenses.
In terms of product and production costs, according to the quantity after the inventory and verification of each asset, and under the condition of verifying the input cost of labor and materials expenses, the cost plus appropriate profit shall be taken as the market price or estimated selling price on the benchmark date, and the net amount after deducting the disposal expenses shall be taken as the net realizable value.
For the evaluation of inventory commodities, the net realizable value is the net amount of the market price or estimated selling price on the benchmark date minus the disposal expenses according to the verified quantity of each asset.
For the evaluation of the delivered goods, the net amount of the sales price minus the disposal expenses agreed in the sales contract shall be used as the net realizable value according to the quantity after the inventory and verification of each asset.
(II) intangible assets
1. Land contract management right
The land use right appraisal method adopts the cost approximation method and the benchmark land price coefficient correction method respectively, and then the market price of the land use right of the appraisal object is finally determined through comprehensive analysis of the calculation method and its calculation results.
The cost approximation method is based on the sum of various expenses incurred in acquiring and developing land, plus certain interest, profit, tax and land appreciation income to determine the land price.
The benchmark land price coefficient correction method uses the evaluation results such as the benchmark land price and the table of benchmark land price correction coefficients, compares the regional conditions and individual conditions of the land to be evaluated with the average conditions of the region, and selects the corresponding correction coefficient to correct the benchmark land price according to the table of correction coefficients. Then the method of obtaining the daily price of the land to be appraised in the appraisal period.
2. Land ownership
The land use right appraisal adopts the market method of comparable transaction method, and then the market price of the land ownership of the appraisal object is finally determined through comprehensive analysis of the calculation method and its calculation results.
Market method - the comparable transaction method uses transaction information involving assets that are the same or similar to the underlying assets to obtain value indicators. If there are few recent transactions, the valuer can consider the price of the same or similar assets listed or offered for sale, provided that the relevance of the information is clearly established, strictly analyzed and recorded. This is sometimes referred to as the comparable list method. The technical requirement of this method is to establish comparable property by reducing reasonable comparative sales and products to one common point. This is done by adjusting the difference between the property and those sales and lists that are considered comparable.
(II) blue sports goodwill asset group
During the impairment test, according to the goodwill of the asset group, combined with the historical performance growth of the relevant asset group, the development trend of the industry and the changes of the market environment, the cash flow in the next five years is estimated, and it is assumed that the subsequent years will maintain the cash flow level in the fifth year of the prediction period. The key data used in cash flow include estimated income, operating costs and other related expenses, which are determined based on historical experience and market development forecast. The reasonable discount rate is adopted as the pre tax discount rate for calculating the present value of future cash flow. The adopted discount rate has taken into account the debt cost, long-term treasury bond interest rate, market expected rate of return and other factors, reflecting the risk of asset group. According to the pre tax discount rate of the asset group, the estimated future cash flow of the asset group is discounted to calculate the recoverable amount of the asset group including goodwill, and determine whether the provision for goodwill impairment is required.
The impairment test includes the scope of asset groups related to goodwill, book value, present value of estimated cash flow and the amount of goodwill impairment to be withdrawn, as shown in the following table:
Monetary unit: RMB 10000
Sn content amount
1. Total assets excluding goodwill 349681
2. Total liabilities 956.55
3. 100% goodwill amount 430968
4. Accrued goodwill impairment amount 313187
5. The book value of the asset group including goodwill on the base date is 371807
6. Present value of estimated cash flow of Shenzhen azure asset group including goodwill 300000
7. Goodwill impairment amount to be withdrawn 718.07
According to the appraisal report of Kunyuan pingbao [2022] No. 2-5 issued by Kunyuan Asset Appraisal Co., Ltd. engaged by the company, the present value of the estimated cash flow of Shenzhen azure goodwill asset group is 30 million yuan, which is 7.1807 million yuan lower than the book value. In this period, the company should recognize 7.1807 million yuan of goodwill impairment loss, including 7.1807 million yuan of goodwill impairment loss attributable to the company.
4、 The impact of the current provision for asset impairment on the company
5、 The total amount of provision for asset impairment this time is 5677285271 yuan. The impairment loss is included in the company's profit statement in 2021, resulting in a decrease of 5677285271 yuan in the net profit attributable to the owner of the parent company in the company's consolidated statement in 2021.
6、 Opinions on the provision for asset impairment this time
The board of Directors believes that the provision for asset impairment this time is in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company's assets. After the provision for asset impairment this time, the financial statements can more fairly reflect the financial situation of the company and help to provide more authentic and reliable accounting information. The board of directors approved the provision for asset impairment this time by five votes and one abstention.
7、 Opinions of the board of supervisors on the provision for asset impairment this time
The board of supervisors believes that the provision for asset impairment this time is in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company's assets. After the provision for asset impairment this time, the financial statements can more fairly reflect the financial situation of the company and help to provide more authentic and reliable accounting information. The board of supervisors agreed to the provision for asset impairment this time. 7、 Opinions of independent directors on the provision for asset impairment this time
Independent directors sun Changxing and Bao Jinhong believe that the company's provision for asset impairment is based on the principle of prudence, in line with the requirements of relevant laws, regulations and regulatory rules such as the accounting standards for business enterprises, and in line with the actual situation of the company's assets. After the provision for impairment is made, it can more fairly reflect the company's financial situation and operating results, and there is no damage to the interests of the company and all shareholders. The decision-making procedure for withdrawing the provision for asset impairment this time complies with the provisions of relevant laws, regulations and the articles of association, and is legal and effective. Sunchangxing and baojinhong, independent directors, agreed to withdraw the provision for asset impairment this time.
Bao Qun, an independent director, believed that the company's asset impairment was much higher than the average level of Companies in the same industry. He questioned this and abstained from voting on the proposal to withdraw the provision for asset impairment.
8、 Documents for future reference
1. Resolutions of the 34th meeting of the 4th board of directors;
2. Resolutions of the 21st Meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on relevant matters of the 34th meeting of the Fourth Board of directors.
It is hereby announced.
Board of directors
April 22, 2022
