Securities code: Gosun Holdings Co.Ltd(000971) securities abbreviation: St Gaosheng Announcement No.: 202229 Gosun Holdings Co.Ltd(000971)
Announcement on the provision for impairment of goodwill and other long-term assets in 2021
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.
Gosun Holdings Co.Ltd(000971) (hereinafter referred to as “the company”) has held the third meeting of the 10th board of directors on April 25, 2022, which deliberated and adopted the proposal on the provision for asset impairment in 2021. According to the accounting standards for business enterprises, the impairment test results of goodwill and long-term assets, based on the principle of prudence, in 2021, the company paid tribute to its subsidiaries Jilin Gaosheng Technology Co., Ltd. (hereinafter referred to as “Gaosheng technology”) and Shanghai yingyue Network Technology Co., Ltd. (hereinafter referred to as “Shanghai yingyue”) Beijing Huaqi Communication Technology Co., Ltd. (hereinafter referred to as “Huaqi communication”) and others have accrued a total of 341810500 yuan of long-term asset impairment reserves, including 247844900 yuan of goodwill impairment reserves, 516553 million yuan of fixed asset impairment reserves and 423104 million yuan of intangible asset impairment reserves. The relevant information will be announced as follows:
1、 Overview of the provision for impairment of long-term assets such as goodwill
(I) Jilin Gaosheng Technology Co., Ltd
1. Description of goodwill formation
On October 9, 2015, the company received the reply on approving Hubei landing Holding Co., Ltd. to purchase assets and raise supporting funds by issuing shares to Yu equality (zjxk [2015] No. 2232) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), approving the company to purchase 100% equity of Gaosheng technology and raise supporting funds by issuing shares and paying cash purchase. According to the agreement on issuing shares and paying cash to purchase assets signed by both parties and the supplementary agreement, the price of the underlying assets of this transaction is 150 million yuan. Among them, the consideration paid for issuing shares is 90 million yuan, accounting for 60% of the total purchase price; The amount of cash consideration is 60 million yuan, accounting for 40% of the total purchase price. The acquisition
Gosun Holdings Co.Ltd(000971)
The goodwill is 1338525100 yuan.
2. Impairment test of goodwill and long-term assets
According to the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, and in accordance with the principle of prudence, the company conducts an impairment test on goodwill at the end of each year. In order to fairly and objectively reflect the financial situation and operating results of Gaosheng technology, combined with the actual situation, the company hired Kaiyuan Asset Appraisal Co., Ltd. (hereinafter referred to as “Kaiyuan appraisal”) to appraise the value of Gaosheng technology’s asset group including all goodwill as of December 31, 2021, and issued the asset appraisal report (Kaiyuan pingbao Zi [2022] No. 0200). According to the results of the above asset appraisal report, The company has made a provision for goodwill impairment of RMB 2.0503 million for goodwill formed by the acquisition of 100% equity of Gaosheng technology. After the impairment of goodwill is withdrawn this time, the remaining book value of the goodwill has been reduced to zero yuan. According to the asset appraisal report, Gaosheng technology made provision for impairment of fixed assets of 482300 yuan and intangible assets of 35168500 yuan in 2021. The impairment provision for the above three items is 377011 million yuan in total, and the loss of the impairment provision is included in the company’s profit and loss in 2021.
(II) Shanghai yingyue Network Technology Co., Ltd
1. Description of goodwill formation
On July 19, 2016, the company received the reply on approving Gosun Holdings Co.Ltd(000971) issuing shares to Yuan Jianing and others to purchase assets and raise supporting funds (zjxk [2016] No. 1613) issued by China Securities Regulatory Commission, which approved the company to purchase 100% equity of Shanghai yingyue and raise supporting funds by issuing shares and paying cash purchase. According to the agreement on issuing shares and paying cash to purchase assets signed by both parties and relevant supplementary agreements, the price of the underlying assets of this transaction is RMB 1150 million. Among them, the consideration paid for issuing shares was 650 million yuan, accounting for 56.5% of the total purchase price; The amount of cash consideration is 500 million yuan, accounting for 43.5% of the total purchase price. The acquisition resulted in a goodwill of 10719806 million yuan.
2. Impairment test of goodwill and long-term assets
According to the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, the company conducts an impairment test on goodwill at the end of each year. In order to fairly and objectively reflect the financial situation and operating results of Shanghai yingyue, the company has engaged Kaiyuan Asset Appraisal Co., Ltd. (hereinafter referred to as “Kaiyuan”) in accordance with the principle of prudence and in combination with the actual situation
Gosun Holdings Co.Ltd(000971)
According to the results of the above asset evaluation report (Kaiyuan pingbao Zi [2022] No. 0198), the company made a goodwill impairment provision of RMB 1152300 for the goodwill formed by the acquisition of 100% equity of Shanghai yingyue. After the impairment of goodwill is withdrawn this time, the remaining book value of the goodwill is reduced to zero yuan. According to the asset appraisal report, in 2021, Shanghai yingyue made a provision for the impairment of fixed assets of 51.173 million yuan and a provision for the impairment of intangible assets of 7.1419 million yuan. The impairment provision for the above three items is 594672 million yuan in total, and the loss of the impairment provision is included in the profit and loss of the company in 2021.
(III) Beijing Huaqi Communication Technology Co., Ltd
1. Description of goodwill formation
According to the reply on approving Gosun Holdings Co.Ltd(000971) to issue shares to Liu Fengqin and others to purchase assets and raise supporting funds (zjxk [2018] No. 757), the company is approved to purchase 99.997% equity of Huaqi communication and raise supporting funds by paying cash. According to the agreement on issuing shares and paying cash to purchase assets signed by both parties to the transaction and the supplementary agreement to the agreement on issuing shares and paying cash to purchase assets, the price of the underlying assets of this transaction is 8594891 million yuan, and the acquisition has formed a goodwill of 5813097 million yuan.
2. Goodwill impairment test
In accordance with the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, and in accordance with the principle of prudence, the company conducts an impairment test on goodwill at the end of each year.
In order to fairly and objectively reflect the financial situation and operating results of Huaqi communication, combined with the actual situation, the company hired Kaiyuan Asset Appraisal Co., Ltd. (hereinafter referred to as “Kaiyuan appraisal”) to appraise the value of Huaqi communication’s asset group including all goodwill as of December 31, 2021, and issued the asset appraisal report (Kaiyuan pingbao Zi [2022] No. 0196). According to the above asset appraisal report results, The company made provision for impairment of goodwill of 244642200 yuan for the goodwill formed by the acquisition of 99.997% equity of Huaqi communication, and the loss of impairment provision was included in the company’s profit and loss in 2021. After the impairment of goodwill is withdrawn this time, the remaining book value of the goodwill is 2605367 million yuan.
2、 The impact of the provision for impairment of long-term assets such as goodwill on the company
In 2021, the company made a total provision for impairment of goodwill and other long-term assets of RMB 341810500, of which
Gosun Holdings Co.Ltd(000971)
The provision for impairment of goodwill is 247844900 yuan, the provision for impairment of fixed assets is 516553 million yuan, and the provision for impairment of intangible assets is 423104 million yuan. These three impairment provision losses are included in the company’s profit and loss in 2021, resulting in a corresponding decrease in the net profit attributable to the shareholders of the parent company in the company’s consolidated statements in 2021. The provision for impairment of long-term assets such as goodwill has been reflected in the company’s 2021 annual report. Investors should pay attention to it.
3、 Explanation of the board of directors on the rationality of the provision for asset impairment this time
The board of directors of the company believes that the provision for impairment of long-term assets such as goodwill is in line with the accounting standards for business enterprises and relevant accounting policies of the company. In accordance with the principle of prudence and the actual situation of the company’s assets, the provision for impairment of assets can fairly reflect the financial status and operating results of the company as of December 31, 2021, and help to provide more authentic and reliable accounting information. The board of directors agreed to withdraw the provision for impairment of long-term assets such as goodwill.
4、 Opinions of the board of supervisors on the provision for asset impairment this time
The board of supervisors believes that the company’s provision for asset impairment in 2021 is made in accordance with the accounting standards for business enterprises and relevant accounting policies of the company, adheres to prudent and prudent accounting principles, which is in line with the actual situation of the company. After the provision for impairment of long-term assets such as goodwill is made, it can more fairly reflect the company’s asset status, financial status and operating results, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, The decision-making procedure of the company’s board of directors on this proposal complies with the relevant provisions of relevant laws and regulations, and agrees to withdraw the provision for impairment of long-term assets such as goodwill this time.
It is hereby announced.
Gosun Holdings Co.Ltd(000971) board of directors April 26, 2002
