Statement on the realization of the performance commitment of the counterparty of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. on the placed assets in 2021
Audit report
Zhitong Certified Public Accountants (special general partnership)
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Audit report
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. about counterparties 1-3
Description of the implementation of the performance commitment of the placed assets in 2021
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About Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Description of the counterparty on the realization of the performance commitment of the invested assets in 2021
Audit report
Zhi Tong Zhi Zi (2022) No. 110a009073 Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. all shareholders:
We are entrusted to audit the consolidated and company's balance sheet of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as " Doushen(Beijing) Education&Technology Inc(300010) company") as of December 31, 2021, the consolidated and company's income statement, consolidated and company's cash flow statement, consolidated and company's statement of changes in shareholders' equity and notes to financial statements in 2021, The attached statement of Doushen(Beijing) Education&Technology Inc(300010) company on the realization of the counterparty's performance commitment of the invested assets in 2021 (hereinafter referred to as the "performance commitment realization statement") was specially reviewed.
It is the responsibility of the management of Doushen(Beijing) Education&Technology Inc(300010) company to prepare the statement of achievement of performance commitments in accordance with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM to ensure that its contents are true, accurate and complete and there are no false records, misleading statements or major omissions, Our responsibility is to give audit opinions on the implementation of performance commitment prepared by the management of Doushen(Beijing) Education&Technology Inc(300010) company on the basis of audit.
We plan and implement the audit in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 - assurance business other than audit or review of historical financial information, so as to reasonably be sure that there is no material misstatement. In the audit work, we implemented the audit procedures that we considered necessary, including the verification of accounting records, in combination with the actual situation of Chinese future education technology (Beijing) Co., Ltd. We believe that our audit work provides a reasonable basis for issuing audit opinions.
After review, we believe that the statement on the achievement of performance commitments prepared by the management of Doushen(Beijing) Education&Technology Inc(300010) company has been prepared in accordance with the provisions of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, which fairly reflects the difference between the actual profit of China future education technology (Beijing) Co., Ltd. and the performance commitments of counterparties on the placed assets in all major aspects.
This audit report is only used by Doushen(Beijing) Education&Technology Inc(300010) company when disclosing the annual report, and shall not be used for any other purpose. Zhitong certified public accountants China Certified Public Accountants
(special general partnership)
Chinese certified public accountant
Beijing, China April 26, 2002
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Description on the realization of the counterparty's commitment to the performance of the invested assets in 2021
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. (hereinafter referred to as "the company") paid cash to Rizhao Zhuge Troy Information Technology Co.Ltd(300366) technology partnership (limited partnership), Rizhao Zhuge Xuetang information technology partnership (limited partnership), the former shareholders of Chinese future education technology (Beijing) Co., Ltd. (hereinafter referred to as "Chinese future") Rizhao Zhuge chuangxiang information technology partnership (limited partnership) and Dou Xin purchased 100% equity of Chinese future held by them.
1、 Performance commitment and completion
(I) performance commitment
The counterparty of this major asset restructuring has made commitments on the performance of the assets placed in 2021, and the performance commitments are as follows:
According to Rizhao Zhuge Troy Information Technology Co.Ltd(300366) technology partnership (limited partnership) (renamed Fusui Zhuge Troy Information Technology Co.Ltd(300366) technology partnership (limited partnership) (hereinafter referred to as "Fusui Zhuge creativity") On February 14, 2018, the equity transfer agreement between gexue Suitang (hereinafter referred to as "gexue Suitang technology") and gexue Suitang limited partnership (hereinafter referred to as "gexue Suitang technology") was signed, The audited net profit commitment from 2018 to 2021 (the audited net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses, whichever is lower) shall not be less than 60 million yuan, 78 million yuan, 101.4 million yuan and 131.82 million yuan respectively.
According to the agreement of Rizhao Zhuge chuangxiang information technology partnership (limited partnership) (renamed Fusui Zhuge chuangxiang information technology partnership (limited partnership) (hereinafter referred to as "Fusui Zhuge chuangxiang") and the equity transfer agreement signed by Dou Xin and the company on June 20, 2018, The audited net profit commitment from 2018 to 2021 (the audited net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses, whichever is lower) shall not be less than 60 million yuan, 90 million yuan, 135 million yuan and 203 million yuan respectively.
According to the equity transfer agreement signed between Fusui Zhuge chuangxiang and Dou Xin and the company on November 5, 2018, the audited net profit commitment of Chinese from 2019 to 2021 (the audited net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses, whichever is lower) shall not be less than RMB 130 million, RMB 169 million and RMB 21 million respectively.
In conclusion, the counterparty promises that the audited net profit of Chinese from 2018 to 2021 (the audited net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses, whichever is lower) will not be less than 60 million yuan, 130 million yuan, 169 million yuan and 21 million yuan respectively.
In addition, according to the equity transfer agreement signed on November 5, 2018, if Chinese fails to realize the promised net profit in the future within the commitment period, Rizhao Zhuge Troy Information Technology Co.Ltd(300366) technology partnership (limited partnership) (hereinafter referred to as "Rizhao Zhuge creative") shall compensate in cash. The calculation formula of the amount of compensation for each fiscal year within the compensation period is as follows:
Amount of cash to be compensated in 20192020 = [(cumulative committed net profit as of the end of the current period - cumulative actual net profit as of the end of the current period) ÷ sum of committed net profit in 20192020] x transaction price of target equity - compensated amount
If the performance in 2021 fails to meet the standard, Rizhao Zhuge creative will make up the difference between the actual net profit and the committed net profit in cash.
On May 17, 2021, the company signed the supplementary agreement to the equity transfer agreement with Fusui Zhuge chuangxiang, Fusui Zhuge Xuetang and Dou Xin, in which it was agreed that, The performance commitment agreed in the original agreement "the audited net profit commitment of Chinese from 2018 to 2021 (the audited net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses, whichever is lower) shall not be less than 60 million yuan, 130 million yuan, 169 million yuan and 21 million yuan respectively", Adjusted to "the net profit realized by Chinese in 2018 shall not be less than 60 million yuan, and the total audited net profit realized from 2019 to 2021 (the audited net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses, whichever is lower) shall not be less than 509 million yuan (hereinafter referred to as" cumulative committed net profit ").
If Chinese fails to meet the cumulative committed net profit from 2019 to 2021 in 2021, Fusui Zhuge chuangxiang and Fusui Zhuge Xuetang will make up the difference between the total audited actual net profit (the audited net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses, whichever is lower) and the cumulative committed net profit in the above period in cash, and Dou Xin will be jointly and severally liable for compensation.
(II) the difference between the performance of the company or related assets in 2021 and the performance commitment
The audited net profits attributable to the shareholders of the parent company in 2019 and 2020 are 1467446 million yuan and 1555365 million yuan respectively. In 2019 and 2020, the audited net profits attributable to the shareholders of the parent company after deducting non recurring profits and losses were 1460597 million yuan and 1383262 million yuan respectively.
Audited by Zhitong Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the parent company in 2021 is -239314 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is -252231 million yuan respectively.
In 2019, 2020 and 2021, the total net profit attributable to the shareholders of the parent company deducting non recurring profits and losses after audit is RMB 259162800, and the cumulative committed net profit from 2019 to 2021 has not been completed.
(III) reasons for not fulfilling performance commitments in 2021
The performance commitment of the counterparty from 2019 to 2021 has not been reached. Due to the repeated covid-19 pneumonia epidemic in 2021, it has a great impact on the normal business development of training institutions. In addition, the release and implementation of the "double reduction" policy has imposed strict restrictions and norms on the nature of discipline training institutions, school running licenses, employed teachers, teacher qualification certificates, training time, training content, training forms, training venues, training prices, marketing methods, financing methods and other aspects, which has greatly affected the company's original Chinese training business.
2、 The company urges relevant commitment parties to fulfill the measures that have been or will be taken
The company has informed the performance promisor of the specific amount of performance compensation. Due to the tight cash flow of the company, the performance promisor has lent the company funds free of charge for daily operation. At the same time, the company has not paid part of the equity purchase money when acquiring the performance promisor.
3、 Approval of this discrepancy statement
This discrepancy statement was approved by the 7th Meeting of the 5th board of directors of the company on April 26, 2022 Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
April 26, 2002
