Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Goodwill and Intangible Assets, Net

v3.22.1
Goodwill and Intangible Assets, Net
12 Months Ended
Dec. 31, 2021
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets, Net

(9)

GOODWILL AND INTANGIBLE ASSETS, NET

 

(a)

Goodwill

The goodwill balance as of December 31, 2020 and 2021 is resulted from the acquisition of Huanqiuyimeng, which is primarily attributable to the assembled workforce and established network of training centers around China and abroad.

ACG acquired 100% equity interests of Huanqiuyimeng and its subsidiaries in the year of 2019. This acquisition was accounted for under the acquisition method of accounting and the excess of fair values of the consideration and non-controlling interests over the fair value of the identifiable net assets of Huanqiuyimeng is recorded as goodwill of RMB 200,478,795.

In May and August 2020, the Group has disposed three campuses in relation to the junior art education service to third parties. A decrease in goodwill of RMB 5,723,832 allocated to these campuses within the junior art education service was recognized based on the relative fair values of the campuses being disposed of and the portion of the reporting unit retained.

The change in the carrying amount of goodwill by reporting unit is as follows:

 

 

 

Overseas art study

services

 

Other Educational Services

 

Consolidate

 

 

RMB

 

RMB

 

RMB

Balance as of December 31, 2019

 

176,046,647

 

24,432,148

 

200,478,795

Less: Disposal of campuses in relation to junior art education service

 

 

(5,723,832)

 

(5,723,832)

Balance as of December 31,2020 and 2021

 

176,046,647

 

18,708,316

 

194,754,963

 

The Company performs goodwill impairment testing on an annual basis and whenever events or changes in circumstances indicate that the carrying value of a reporting unit likely exceeds its fair value. This involves estimating the fair value of the reporting units using discounted cash flow models and the key assumptions used in the valuation models include forecasted revenue growth rates, forecasted operating margins and the discount rates. No impairment was identified and recorded for fiscal years ended December 31, 2020 and 2021.

 

 

 

(b)

Intangible assets

 

The following table summarizes the Company’s intangible assets, as of December 31, 2020 and 2021.

 

 

 

December 31, 2020

 

 

Gross

carrying

amount

 

Accumulated

amortization

/deduction

 

Impairment

 

Net

carrying

amount

 

Weighted

average

amortization

period

 

 

RMB

 

RMB

 

RMB

 

RMB

 

Years

Education assessment caseware (i)

 

9,251,887

 

(6,131,462)

 

(3,120,425)

 

 

5

Trademark (ii)

 

79,000,000

 

(11,191,667)

 

 

67,808,333

 

10

Non-compete arrangements (ii)

 

56,000,000

 

(13,222,222)

 

 

42,777,778

 

6

Total intangible assets

 

144,251,887

 

(30,545,351)

 

(3,120,425)

 

110,586,111

 

 

 

 

 

December 31, 2021

 

 

Gross

carrying

amount

 

Accumulated

amortization

/deduction

 

Impairment

 

Net

carrying

amount

 

Weighted

average

amortization

period

 

 

RMB

 

RMB

 

RMB

 

RMB

 

Years

Trademark (ii)

 

79,000,000

 

(19,091,667)

 

 

59,908,333

 

10

Non-compete arrangements (ii)

 

56,000,000

 

(22,555,555)

 

 

33,444,445

 

6

Total intangible assets

 

135,000,000

 

(41,647,222)

 

 

93,352,778

 

 

 

Total amortization expense recognized for the years ended December 31, 2019, 2020 and 2021 is allocated to the following expense items:

 

 

 

Year ended December 31,

 

 

2019

 

 

2020

 

 

2021

 

 

RMB

 

 

RMB

 

 

RMB

Cost of revenues

 

 

2,031,478

 

 

 

1,850,377

 

 

Sales and marketing

 

 

1,992,105

 

 

 

 

 

General and administrative

 

 

8,371,032

 

 

 

20,042,857

 

 

17,233,333

Total amortization expense

 

 

12,394,615

 

 

 

21,893,234

 

 

17,233,333

 

 

 

(i)

Education assessment caseware is the test content purchased for the Company’s strategic K-12 academic assessment business, which includes three subjects of Literature, Mathematics and English over six grades of junior and senior high school. The Company conducted impairment test and identified that no cash inflows were anticipated from the intangible assets relating to the education assessment caseware as of December 31, 2020. As a result, RMB 3,120,425 of impairment loss relating to the intangible asset was recognized for the year ended December 31, 2020.

Software platform of Project Shuang Chuang is the software platform purchased from a third party for providing vocational assessment and training services that focuses on the innovation related competencies of college students. The Company conducted impairment tests and identified that no cash inflows nor feasibility use was anticipated from the intangible assets and other non-current assets recorded relating to the software platform developed under Project Shuang Chuang as of December 31, 2019. As a result, RMB 8,932,439 of impairment loss relating to intangible assets of RMB 8,128,194 and other non-current assets of RMB 804,245 for software platform of Project Shuang Chuang were recognized for the year ended December 31, 2019.

 

(ii)

Trademark and Non-compete arrangements were recorded as a result of Huanqiuyimeng Acquisition. See note 3 for details.

As of December 31, 2021, the estimated amortization expense for the next five years is as follows:

 

 

 

December 31

 

 

 

RMB

 

2022

 

 

17,233,333

 

2023

 

 

17,233,333

 

2024

 

 

17,233,333

 

2025

 

 

13,344,444

 

2026

 

 

7,900,000