The assets appraisal report is prepared in accordance with China’s assets appraisal standards. Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. plans to conduct impairment test on the goodwill formed by the merger of Chinese future education technology (Beijing) Co., Ltd., which involves the impairment of goodwill
Related asset group appraisal items
Asset appraisal report
Zhonglian pingbao Zi [2022] No. 1143
(Volume 1 of 1)
Zhonglian asset appraisal group Co., Ltd
April 26, 2002
catalogue
Declare that 1 Summary 3 I. overview of the client and users of other asset appraisal reports 5 II. Evaluation purpose 6 III. appraisal object and scope 6 IV. value type and its definition V. benchmark date of appraisal 10 VI. evaluation basis 10 VII. Evaluation method 12 VIII. Implementation process and situation of the evaluation procedure 16 IX. appraisal assumptions and restrictions 18 X. appraisal conclusion 20 Xi. Description of special matters 20 XII. Description of restrictions on the use of the appraisal report 21 XIII. Appraisal report date 22 attachments 24 Zhonglian assets appraisal group Co., Ltd
Statement
1、 The basic code of practice and the asset appraisal report issued by the Ministry of finance of the people’s Republic of China.
2、 The client or other users of the asset appraisal report shall use the asset appraisal report in accordance with the provisions of laws, administrative regulations and the scope of use specified in the asset appraisal report; If the client or other users of the asset appraisal report use the asset appraisal report in violation of the above provisions, the asset appraisal institution and the asset appraiser shall not be liable.
3、 This asset appraisal report is only for the use of the client, other users of asset appraisal reports agreed in the asset appraisal entrustment contract and users of asset appraisal reports stipulated by laws and administrative regulations; In addition, no other institution or individual can become the user of the asset appraisal report.
The assets appraisal institution and appraisers remind the users of the assets appraisal report that they should correctly understand and use the appraisal conclusion. The appraisal conclusion is not equal to the realizable price of the appraisal object, and the appraisal conclusion should not be considered as a guarantee for the realizable price of the appraisal object.
4、 The authenticity, legality and completeness of the information provided by the client and other relevant parties are the premise for the effectiveness of the evaluation conclusion. The scope of the relevant asset group including goodwill has been declared by the client and confirmed by sealing or other means. The future cash flow forecast or financial budget of the asset group has been approved by the management of the client. The client promises that the recognition of relevant asset groups including goodwill and the prediction of future cash flow comply with the provisions of the accounting standards for business enterprises.
5、 The assets appraisal institution and appraiser have no existing or expected interest relationship with the appraisal object in the assets appraisal report; There is no existing or expected interest relationship with the relevant parties, and there is no prejudice against the relevant parties.
6、 The asset appraiser has checked the composition of relevant asset groups including goodwill identified by the client in the asset appraisal report; The historical financial data involved in the appraisal object, the predictive financial information approved by the management and the major contracts and agreements relied on have been checked
Zoomlion asset appraisal group Co., Ltd. has truthfully disclosed the problems that have been found, and has requested the client and other relevant parties to improve them in accordance with the requirements of the accounting standards for business enterprises, so as to meet the requirements of issuing the asset appraisal report.
7、 This report does not include any judgment on whether the asset groups other than goodwill in the relevant asset groups containing goodwill have signs of impairment, and does not involve the impairment test on the asset groups other than goodwill in the relevant asset groups containing goodwill.
8、 Following the requirements of the accounting standards for business enterprises, the estimation of the value of the relevant asset group including goodwill recognized by the evaluation institution is one of the many works of analyzing whether there is goodwill impairment in the process of preparing the financial report, not the recognition and guarantee of whether goodwill is impaired and the amount of loss. The client and its audit institution shall, in accordance with the steps specified in the accounting standards for business enterprises, fully perform the goodwill impairment test procedures, correctly analyze and understand the evaluation report, properly use the evaluation conclusion, and reasonably accrue the goodwill impairment loss when preparing the financial report.
9、 The analysis, judgment and results in the asset appraisal report issued by the asset appraisal institution are limited by the assumptions and restrictions in the asset appraisal report. The user of the asset appraisal report shall fully consider the assumptions, restrictions and special matters stated in the asset appraisal report and their impact on the appraisal conclusion.
10、 The asset appraisal institution and appraisers abide by laws, administrative regulations and asset appraisal standards, adhere to the principles of independence, objectivity and impartiality, and bear responsibility for the asset appraisal report issued according to law.
Zhonglian asset appraisal group Co., Ltd. page 2 Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. intends to conduct impairment test on the goodwill formed by the merger of Chinese future education technology (Beijing) Co., Ltd., which involves the evaluation items of asset groups related to goodwill
Asset appraisal report
Zhonglian pingbao Zi [2022] No. 1143
Abstract
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. completed the acquisition of 51% equity of Chinese future education technology (Beijing) Co., Ltd. in April 2018, paid the consideration of 486429000 yuan, and obtained the fair value share of identifiable net assets of 14132700 yuan, According to the difference between the merger cost paid by Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. and the fair value of the identifiable net assets of the acquiree Chinese future education technology (Beijing) Co., Ltd., the goodwill is calculated and recognized as 472296300 yuan, and the fixed assets, intangible assets, long-term deferred expenses, development expenses, etc. are recognized as the identifiable assets directly belonging to the asset group. As of the benchmark date, the book value of 51% of the goodwill of the asset group including goodwill is 472296300 yuan, and the book value of 100% of the goodwill of the asset group including goodwill is 926071300 yuan.
The fair value of identifiable assets other than goodwill of relevant asset groups including goodwill is 286894600 yuan, the book balance of goodwill is 926071300 yuan, and the total book value of relevant asset groups including goodwill is 1212965900 yuan. Zhonglian asset appraisal group Co., Ltd. accepted the entrustment of Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. to estimate the recoverable amount of the relevant asset group including goodwill formed by the merger of Chinese future education technology (Beijing) Co., Ltd. recognized by the client, so as to provide value reference for the client to analyze whether there is goodwill impairment in the process of preparing the financial report.
The appraisal object is the relevant asset group including goodwill formed by the merger of Chinese future education technology (Beijing) Co., Ltd. recognized by the client and confirmed by the audit institution. The appraisal scope includes fixed assets, intangible assets, development expenses, long-term deferred expenses and amortized goodwill directly belonging to the asset group. After verification, the composition of the relevant asset group including goodwill in the entrusted appraisal is consistent with the scope of the asset group recognized by the client and confirmed by the audit institution.
The benchmark date of the appraisal is December 31, 2021, which is determined by the client according to the relevant goodwill impairment test requirements in the accounting standards for business enterprises.
The value type is recoverable amount.
On the premise of the implementation of the future business plan of the relevant asset group containing goodwill approved by the management of the client, the recoverable amount of the relevant asset group containing goodwill formed by the merger of Chinese future education technology (Beijing) Co., Ltd. recognized by the client on the benchmark date shall not be less than 819.61 million yuan (rounded).
The appraisal conclusion is based on the accurate judgment of the management of the enterprise on the future development trend of the relevant asset groups containing goodwill and the implementation of the relevant plans. If the actual operation status of the relevant asset groups containing goodwill deviates from the business plans in the future, and the management of the enterprise fails to take corresponding effective measures to make up for the deviation, the appraisal conclusion will be invalid, which is specially brought to the attention of the users of the report. When using this appraisal conclusion, the users of the report should pay special attention to the important appraisal assumptions, special matters and major future events stated in the report.
This appraisal report is only for the client to analyze whether there is goodwill impairment on the benchmark date of appraisal, and shall not be used for any other purpose. The client shall, in accordance with the requirements of the accounting standards for business enterprises, correctly understand the evaluation report, fully perform the relevant working procedures and properly use the evaluation conclusion in the process of preparing the financial report.
The above contents are extracted from the main body of the asset appraisal report. To understand the details of the appraisal business and correctly understand the appraisal conclusion, you should read the main body of the asset appraisal report.
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. plans to merge Chinese future education technology (Beijing) Co., Ltd
Including goodwill involved in the impairment test of goodwill
Related asset group appraisal items
Zhonglian pingbao Zi [2022] No. 1143
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd.:
Zhonglian asset appraisal group Co., Ltd. has accepted the entrustment of your company to estimate the recoverable amount of the relevant asset group including goodwill formed by the merger of Chinese future education technology (Beijing) Co., Ltd. on the benchmark date of December 31, 2021 in accordance with the provisions of laws, administrative regulations and asset appraisal standards and necessary appraisal procedures. Now the asset appraisal is reported as follows:
1、 Overview of the client and users of other asset appraisal reports
The client of this appraisal is Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd.
(I) overview of the client
Company name: Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd
Company address: room 6-206, building 1, No. 6, Shilong South Road, Mentougou District, Beijing
Legal representative: Chi Yanming
Registered capital: 86832464700 yuan
Nature of investment: listed company or holding company
Unified social credit Code: 9111 Shenzhen Sdg Information Co.Ltd(000070) 0084217t
Date of establishment: January 8, 1999
Zhonglian asset appraisal group Co., Ltd. page 5
Business scope: technology development; Technical consultation; Technical services; Technical training; Technology promotion; Technology transfer; Application software services; Image communication and computer system integration; Sales, leasing and maintenance of digital office equipment, communication equipment, computer software and hardware and external equipment; Educational consultation; Computer system services; Basic software services; Data processing (except for bank card centers in data processing and cloud computing data centers with pue value above 1.5); Import and export of goods, technology and agent import and export; Professional contracting; Construction project management. (market entities shall independently choose business projects and carry out business activities according to law; professional contracting and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
(II) users of other asset appraisal reports
The users of this appraisal report are the client and the audit institution that audited the consolidated statements, and there are no other users of the report.
2、 Evaluation purpose
The client Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. entrusts Zhonglian asset appraisal group Co., Ltd. to estimate the recoverable amount of the relevant asset group including goodwill formed by the merger of Chinese future education technology (Beijing) Co., Ltd., so as to provide value reference for analyzing whether there is goodwill impairment in the process of preparing the financial report.
3、 Evaluation object and scope
The appraisal object is the relevant asset group including goodwill formed by the merger of Chinese future education technology (Beijing) Co., Ltd. determined by the client and confirmed by the audit institution. The appraisal scope includes fixed assets, intangible assets, development expenses, long-term deferred expenses and amortized goodwill directly belonging to the asset group.
The composition of relevant asset groups including goodwill recognized by the client is less than that of goodwill in previous accounting periods
Zhonglian asset appraisal group Co., Ltd. page 6
The composition of the asset group identified by the value test is consistent.
(I) formation process of goodwill and identification of relevant asset groups containing goodwill
Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. completed the acquisition of 51% equity of Chinese future education technology (Beijing) Co., Ltd. in April 2018, paid the consideration of 486429000 yuan, and obtained the fair value share of identifiable net assets of 14132700 yuan, According to the difference between the merger cost paid by Doushen(Beijing) Education&Technology Inc(300010) Technology (Beijing) Co., Ltd. and the fair value of the identifiable net assets of the acquiree Chinese future education technology (Beijing) Co., Ltd., the goodwill is calculated and recognized as 472296300 yuan, and the fixed assets, intangible assets and long-term deferred expenses are recognized
