Notice on Suzhou Kingswood Education Technology Co.Ltd(300192) gem notice [2022] No. 42 Suzhou Kingswood Education Technology Co.Ltd(300192) board of directors:
On the evening of January 21, 2022, your company disclosed the performance forecast for 2021 (hereinafter referred to as the performance forecast). It is estimated that the net profit loss attributable to the shareholders of the listed company in 2021 will be RMB 383.18 million to RMB 483.18 million, The main reason is that the provision for goodwill impairment formed by the acquisition of Shaanxi Longmen Education Technology Co., Ltd. (hereinafter referred to as "Longmen education") is about 420 million yuan to 52 million yuan, and the provision for possible disposal and other losses of K12 related businesses in the future. Your company made a profit of 114.3438 million yuan in the same period last year. Our department is concerned about this. Please supplement your company on the following matters:
1. The performance forecast shows that influenced by the opinions on further reducing students' homework burden and after-school training burden at the stage of compulsory education (collectively referred to as the "double reduction policy"), the company's K12 related business operation is facing great uncertainty. Your company acquired Longmen education, Xi'an Yucai medical vocational school (hereinafter referred to as "Xi'an Yucai") and Tianjin lvwai vocational high school Co., Ltd. (hereinafter referred to as "Tianjin lvwai") and formed goodwill of 596334200 yuan, 20101 yuan and 21148700 yuan respectively. As of June 30, 2021, your company has made provision for impairment of 36.1515 million yuan for the goodwill formed by Longmen education. This time, it has made a one-time provision of 42 million yuan to 52 million yuan, and no provision for impairment has been made for the goodwill formed by Xi'an Yucai and Tianjin.
(1) In combination with the business composition of Longmen education, Xi'an Yucai and Tianjin overseas travel, as well as the impact of the double reduction policy on its production and operation, please explain the specific time point when Longmen education's goodwill showed signs of impairment, whether the provision for goodwill impairment of Longmen education's goodwill in previous years was sufficient, and the reasons and rationality for not withdrawing goodwill impairment of Xi'an Yucai and Tianjin overseas travel.
(2) Please describe in detail the specific matters and calculation process of possible disposal and other losses of K12 related businesses in the future as mentioned in the performance forecast, and whether they comply with the relevant provisions of the accounting standards for business enterprises. The annual audit accountant is invited to give special opinions.
2. Please combine the important assumptions and key parameters (growth rate in the forecast period, growth rate in the stable period, profit rate, discount rate, forecast period, etc. when predicting the present value of future cash flow) in Longmen education's goodwill impairment calculation process, and compare the goodwill impairment test in the acquisition of Longmen education and the 2020 annual report respectively The reason for the difference and rationality of the important parameters used in the evaluation when confirming the performance commitment compensation amount in the 2020 annual report, detailing the impairment calculation process and its rationality in 2021, whether it complies with the relevant provisions of the accounting standards and the accounting regulatory risk tips No. 8 - goodwill impairment, and whether there is a case of adjusting profits by withdrawing large goodwill impairment.
3. Other matters that your company deems necessary to explain.
Please make a written statement on the above matters, submit the relevant explanatory materials to our department and disclose them to the public before January 25, 2022, and send a copy to the listed company supervision division of Jiangsu securities regulatory bureau. At the same time, remind your company that listed companies must conscientiously and timely fulfill the obligation of information disclosure in accordance with national laws and regulations and the Shenzhen Stock Exchange GEM Listing Rules. All members of the board of directors of a listed company must ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint liabilities for their guarantee.
We are writing to inform you.
Gem company management department January 23, 2022
