Sansheng Intellectual Education Technology Co.Ltd(300282)
Annual report for 2021
April 2022
Section I important tips, contents and definitions
The board of directors, the board of supervisors and other directors, supervisors and senior managers except for the directors, supervisors and senior managers who have objection statements below guarantee that the contents of the annual report are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities.
Objection statement of directors, supervisors and senior managers
Name, title, content and reason
I am not involved in the actual operation and management of the company. At present
The illegal guarantee events of the company reflect the internal control
Director Li Lin has defects. I can't accurately judge the company's economic performance
Risks in business and financial management. Therefore, I am right
Vote against the relevant proposals of this meeting.
I am not involved in the actual operation and management of the company. At present
The illegal guarantee events of the company reflect the internal control
Xiong Yan has defects. I can't judge accurately in the company
Risks in business and financial management. Therefore, I am right
Vote against the relevant proposals of this meeting.
Li Lin, the director and Xiong Yan, the supervisor of the company, have objections to the authenticity, accuracy and completeness of the annual report of the company in 2021.
Lin Rongbin, the person in charge of the company, Cao Lei, the person in charge of accounting, and Cao Lei, the person in charge of the accounting organization (Accounting Supervisor), declare that they guarantee the authenticity, accuracy and completeness of the financial report in this annual report.
All directors have attended the meeting of the board of directors to consider this report.
Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has issued an unqualified audit report with emphasized items for the company. The board of directors and the board of supervisors of the company have explained the relevant matters in detail, which should be read by investors.
According to the identification of major defects in the company's internal control over financial reporting, the company found major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. According to the identification of major defects in the company's internal control over non-financial reports, the company found major defects in the internal control over non-financial reports on the benchmark date of the internal control evaluation report. There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
The overall operation of the company during the reporting period of 2021 is as follows: in 2021, the company realized an operating revenue of 393134600 yuan, a year-on-year increase of 10.05%; The net operating cost attributable to the listed company's ordinary shares was RMB 1625400, with a year-on-year increase of RMB 2705400.
1. Main reasons for performance decline
(1) Hengfeng Information Technology Co., Ltd., a subsidiary of the company, was not significantly improved due to the intensified industry competition, the new business model has not brought significant financial contribution, covid-19 epidemic in 2021 and the provision for impairment. The operating income was 759951 million yuan, an increase of 39.67% year-on-year; The net profit was a loss of 1190874 million yuan (including 658636 million yuan of asset impairment loss and credit impairment loss), with a year-on-year increase of about 17.93%;
(2) According to the completion of performance commitments in 2021, the competitive advantage of products or services and the future market competition, the company has accrued a goodwill impairment loss of 209401 million yuan for the goodwill generated from the early acquisition of yobela;
(3) According to the share repurchase agreement between Wang Jing and Sansheng Intellectual Education Technology Co.Ltd(300282) on Shandong Sanpin Hengda Education Technology Co., Ltd. signed by the company and Wang Jing, the company filed an arbitration application in December 2020, and the Beijing Arbitration Commission has basically supported the company's arbitration request. The company is promoting the implementation progress according to the arbitration results, which has not been completed yet. As of December 31, 2021, the overdue principal of the unpaid equity repurchase payment payable by Wang Jing was 63.34 million yuan. The company is promoting the implementation progress according to the arbitration results, and the implementation has not been completed yet. The company estimates that relevant losses need to be accrued. The temporary amount in 2021 is 247941 million yuan, with a cumulative provision of 53.34 million yuan.
2. Whether there are significant adverse changes in main business, core competitiveness and main financial indicators
By the end of 2021, the company's existing main businesses were concentrated in the fields of smart education equipment and services and international education services. The main reason for the loss in 2021 is the operating loss and impairment provision of the subsidiary Hengfeng information, and the operation of other business segments of the company is stable. On the one hand, due to the high-intensity construction of national education informatization investment in recent years, the growth rate of the overall investment scale has slowed down except for individual subdivided fields. On the other hand, due to the adjustment of the company's business focus and focus area, the operating income and operating performance of Hengfeng information have been affected to a certain extent, and the operating pressure has increased sharply. The above impact has been reflected in recent years. In addition, with the development of online education and a large number of online education needs brought about by the covid-19 epidemic, Internet giants such as Tencent, Alibaba and byte hop have entered the market in large numbers, providing a large number of free applications in order to rapidly expand the potential market in the short term. The addition of a large number of large-scale enterprises has led to a sharp intensification of the competition in the "Internet + education" business.
With the implementation of the "double reduction" policy in July 2021 and the continuous promotion of quality education reform, cultivating students' healthy personality and excellent character has become the focus of compulsory education in the new era. The traditional evaluation method based on intelligence score test is no longer applicable.
In the face of the above difficulties and changes in national policies, on the one hand, Hengfeng information seized the opportunity of the construction of new schools in Guangdong and successfully promoted the implementation of the information construction project of Hyde bilingual school and Jiarong foreign language school; On the other hand, Hengfeng information continued to promote the optimization and upgrading of its core self owned products and launched smart classroom 3.0 products to cope with the demand changes in the new market environment. In addition, Hengfeng information has launched an independent product of comprehensive quality evaluation - Magic evaluation. Through effective comprehensive quality evaluation, we can better help students' all-round development of morality, intelligence, physique, beauty and labor, and support the implementation of the national double reduction policy in schools. With the strengthening of the supervision of off campus training business, Hengfeng information will actively explore the profit model of on campus and off campus education services relying on the advantages of technology and services.
In addition to the short-term impact of covid-19 epidemic, the decline of Hengfeng information's business performance is also affected by medium and long-term factors such as changes in industrial policies and the adjustment of its own development strategies. However, the main business of Hengfeng information has not changed significantly, and the above performance decline factors will not affect the sustainable operation ability of Hengfeng information.
The development of the company's industry is detailed in "section III, Xi. Prospect of the company's future development". The company's smart education equipment and services and international education service industry have developed steadily, there is no overcapacity, continuous decline or technology substitution, there are no major adverse changes in the company's overall main business, core competitiveness and financial status, and there are no major risks in the company's sustainable operation ability.
The following risks are brought to the attention of investors:
1. Risk that equity transfer receivables cannot be fully recovered
The company signed the share repurchase agreement between Wang Jing and Sansheng Intellectual Education Technology Co.Ltd(300282) on Shandong Sanpin Hengda Education Technology Co., Ltd. (hereinafter referred to as "share repurchase agreement") in April 2020. Wang Jing needed to repurchase 2 million shares of Hengda Education held by the company in three phases according to the investment payment of 78 million yuan and the repurchase consideration of 12% annualized. Wang Jing failed to timely fulfill the second phase For the third phase of repurchase obligation, the company filed an arbitration application in December 2020, the Beijing Arbitration Commission held a hearing on March 30, 2021, and the company received the award of the Beijing Arbitration Commission ([2021] Jingzhong case Zi No. 1207) on May 9, 2021, which basically supported the company's arbitration request. As of the date of this announcement, the company has received a total of 157913 million yuan of equity repurchase payment from Wang Jing. According to the enforcement application submitted by the company, the court has sealed up or frozen Wang Jing's bank account, equity assets, real estate and other major personal assets, and has taken a consumption restriction order against Wang Jing and listed him as a dishonest executee. The company will continue to promote the follow-up implementation of this case and safeguard the rights and interests of the company and all shareholders. There is a risk that the equity transfer payment cannot be recovered in full.
2. Risk of illegal guarantee
Through the self-examination of bank deposits, the company found that the subsidiaries provided pledge guarantee by the affiliated company or designated company with the bank certificate of deposit as the actual controller, and failed to effectively perform the review procedures or information disclosure obligations of listed companies specified in laws, regulations and the articles of association, which constituted a violation of guarantee. The company will continue to improve various internal control systems, continuously optimize the company's business and management processes, strengthen the construction of risk assessment system, strengthen the supervision and inspection of the implementation of internal control, further improve the corporate governance structure, internal control system and risk prevention mechanism, constantly improve the standard governance level of the company and promote the healthy and sustainable development of the company. In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, According to item (V) of article 9.4 of the GEM Listing Rules of Shenzhen Stock Exchange, "the company provides funds to the controlling shareholder or its affiliates or provides external guarantee in violation of the specified procedures and the situation is serious", item 9.5, "there is no feasible solution for the above violations or although the solution is proposed, it is expected that it can not be solved within one month" and item (II) of article 9.5 "The balance of external guarantee provided by a listed company in violation of the prescribed procedures (except for the guarantee object being a subsidiary within the scope of the consolidated statements of the listed company) is more than 10 million yuan, or accounts for more than 5% of the latest audited net assets of the listed company". If it is expected that it can not be solved within one month, the company's stock trading will be subject to other risk warnings.
For other risk factors faced by the company, see (IV) possible risks in section Xi "prospects for the future development of the company" of management discussion and analysis in Section III of this annual report.
The company plans not to distribute cash dividends, bonus shares or increase share capital with provident fund.
catalogue
Section I important tips, contents and definitions Section 2 company profile and main financial indicators 8 section III Management Discussion and Analysis Section IV corporate governance Section V environmental and social responsibility 48 section VI important matters Section VII changes in shares and shareholders Section VIII preferred shares 83 section IX relevant information of bonds 84 section x financial reporting eighty-five
Directory of documents for future reference
(I) financial statements containing the signatures and seals of the legal representative of the company, the person in charge of accounting and the person in charge of the accounting organization (the person in charge of Accounting);
(II) the original of the audit report with the seal of the accounting firm and the signature and seal of the certified public accountant;
(III) other relevant information.
interpretation
Explanatory item refers to the explanatory content
The company, the company and Sansheng Intellectual Education Technology Co.Ltd(300282) refer to Sansheng Intellectual Education Technology Co.Ltd(300282)
Zhuofeng investment refers to Fujian Zhuofeng investment partnership (limited partnership), the controlling shareholder of the company
Sansheng Group Co., Ltd., a Sansheng group controlled by Lin Rongbin and Cheng Xuan, the actual controllers of the company, refers to
Home is a comprehensive operation platform with real estate as the main industry and in-depth layout of real estate and family industries
Guangzhou Huaxin refers to the holding subsidiary of the company, Guangzhou Huaxin Electronic Technology Co., Ltd
Hengfeng information refers to Hengfeng Information Technology Co., Ltd., a wholly-owned subsidiary of the company
Zhongyu Beira refers to the company
