商誉减值测试及关键假设

The carrying value of our goodwill remained stable at RMB63.1 million as of December 31, 2022, 2023 and 2024, respectively.

During the Track Record Period, we did not record any impairment loss on our goodwill.

Considering there was still sufficient headroom based on the assessment, our management believes that a reasonably possible change in the above key parameters would not cause the carrying amount of the CGU to exceed its recoverable amount and would not result in an impairment provision of goodwill.

We recorded goodwill of RMB95.4 million, RMB95.4 million and RMB95.4 million as of December 31, 2022, 2023 and 2024, respectively, in relation to our acquisition of Chinese Peptide in June 2020, and the goodwill has been allocated to cash generating unit of Chinese Peptide and its subsidiaries for impairment testing.

We engaged an independent third-party valuer to conduct annual goodwill impairment testing and did not record any impairment during the Track Record Period based on such testing.

We believe that a reasonably possible change in the key parameters would not cause the carrying amount of the Chinese Peptide to exceed its recoverable amount as of December 31, 2022, 2023 and 2024.

As of December 31, 2024, our goodwill arose from our acquisition of subsidiaries operating postpartum centers in China, our GuangHeTang business, and our S-bra business which is held by Beikang Hanlian.

In the opinion of our Group's management, during the Track Record Period, there was no impairment for the goodwill since the cash generating units' recoverable value exceed the carrying amount of the goodwill.

We determine whether goodwill is impaired at least on an annual basis.

Our goodwill remained unchanged at RMB643.0 million as of December 31, 2022, 2023 and 2024.

The recoverable amounts of the cash-generating units have been determined based on the higher of fair value less costs of disposal and value in use calculations of the underlying assets with reference to valuation reports issued by an independent valuer.

As a result of the impairment tests, we are of the view that there was no impairment of goodwill as of December 31, 2022, 2023 and 2024. Reasonably possible changes in key assumptions would not lead to impairment as of December 31, 2022, 2023 and 2024.

Our management engaged an independent external valuer to assess the recoverable amounts of the goodwill as of December 31, 2022, 2023 and 2024.

As of December 31, 2022, 2023 and 2024, based on the value-in-use calculations, the recoverable amount exceeded the carrying amount of SENADA BIKES CGU by RMB1,390,000, RMB12,010,000 and RMB8,747,000, respectively.

Due to the proximity of the acquisition date of SENADA BIKES CGU to December 31, 2022, the appraised value of SENADA BIKES CGU as of December 31, 2022 is close to the consideration for acquisition of SENADA BIKES CGU, with a small headroom.

Our goodwill arose from our acquisition of Jietai Technology in 2021.

As of December 31, 2022, 2023 and 2024, the recoverable amount of Current Business CGU exceeds its carrying amount by RMB682,504,000, RMB2,248,861,000 and RMB1,300,648,000, respectively.

We incorporate the P-N transition's effects into our impairment testing models to ensure the goodwill assigned to Jietai Technology accurately reflects the anticipated shifts in technology and market dynamics.

As of December 31, 2021, 2022 and 2023 and September 30, 2024, our book value of goodwill remained stable at RMB42.0 million, RMB42.0 million, RMB42.0 million and RMB42.0 million, respectively, which was contributed by our acquisition of Guangyuan Technology in 2015.

Based on the impairment assessments, there was no impairment of goodwill as of December 31, 2021, 2022 and 2023 and September 30, 2024.

As of December 31, 2021, 2022 and 2023 and September 30, 2024, when the aforementioned key assumption parameters were applied in the impairment testing, the headroom (i.e., the excess of the recoverable amount over the carrying amount of the CGU) was RMB82 million, RMB88 million, RMB17 million, and RMB19 million, respectively.

Goodwill was arisen from our acquisition of Xiangyang Conch, Meishan Conch, Linyi Conch and Guizhou Conch in 2018. As at 31 December 2021, 2022 and 2023 and 30 June 2024, we recorded goodwill of RMB28.7 million.

The recoverable amounts of the respective CGUs are determined based on the value-in-use (“VIU”) calculation.

Management of our Group has undertaken sensitivity analysis on the impairment test of goodwill.

Pre-tax discount rates of 16.4%,14.7%, 14.6% and 14.6% were used to reflect market assessment of time value and the specific risks relating to the CGU for the impairment review as at December 31, 2021, 2022 and 2023 and June 30, 2024, respectively.

During the year ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2024, our management determines that there is no impairment on the CGU.

During the years ended December 31, 2021, 2022, 2023 and the six months ended June 30, 2024 the carrying amounts of other intangible assets were RMB205.5 million, RMB166.0 million, RMB158.3 million and RMB156.5 million respectively.

As of December 31, 2021, 2022 and 2023 and June 30, 2024, the amounts of headroom calculated based on the recoverable amounts deducting the carrying amount of ChokSend Communication CGU are RMB7.3 million, RMB7.2 million, RMB5.6 million and RMB4.0 million respectively.

As of December 31, 2023 and June 30, 2024, the amounts of headroom calculated based on the recoverable amounts deducting the carrying amount of Jianmingtang CGU are RMB2.0 million and RMB1.7 million.

Our Directors are of the view that, except for the pre-tax discount rates of Jianmingtang CGU as of December 31, 2023, a reasonably possible change in a key parameter will not cause the carrying amount of the CGUs to exceed their respective recoverable amounts as of December 31, 2021, 2022 and 2023 and June 30, 2024.

Based on the result of the goodwill impairment tests, the estimated recoverable amount of Shenzhen Enjoy was RMB219.2 million, RMB213.3 million and RMB207.1 million as of December 31, 2021, 2022 and 2023, exceeding carrying amount by RMB20.9 million, RMB19.2 million and RMB18.7 million, respectively.

Had the discount rate during the forecast period been 1% higher, the remaining headroom would have decreased to RMB4.0 million, RMB6.4 million and RMB0.2 million as of December 31, 2021, 2022 and 2023, respectively.

Reasonably possible changes in key assumptions would not lead to impairment as of December 31, 2021, 2022 and 2023.

Our carrying amount of goodwill is allocated to several groups of CGUs, including, among others, Kerry Logistics CGU, acquired by our Group in September 2021, and Fenghao Supply Chain CGU, acquired by our Group in February 2019.

The recoverable amount of Kerry Logistics CGU was estimated to exceed its carrying amount as of December 31, 2022 and 2023 and June 30, 2024 by RMB4,279 million, RMB1,375 million and RMB456 million, respectively.

The recoverable amount of Fenghao Supply Chain CGU was estimated to exceed its carrying amount as of December 31, 2021, 2022 and 2023 and June 30, 2024 by RMB300 million, RMB267 million, RMB411 million and RMB1,293 million, respectively.

The headroom measured by the excess of the recoverable amount over the carrying amount of Lynway Vision manufacturing and sales CGU was RMB80,116,000, RMB124,642,000, RMB117,663,000 and RMB109,166,000 as of December 31, 2021, 2022, 2023 and May 31, 2024, respectively.

The fluctuation of the compound growth rate of revenue during the Relevant Periods is mainly attributed to the fact that Lynway Vision was in its initial stage in 2021 and before.

Considering that there was sufficient headroom based on the assessment, the directors of the Company believe that any reasonably possible change in any of the key assumptions would not cause the carrying amount of the CGU to exceed its recoverable amount.

The carrying amount of goodwill and trademark rights with an indefinite useful life are allocated to groups of cash-generating units, or CGUs, including (i) KUKA Group, (ii) the TLSC group, which mainly represents Toshiba Lifestyle and its subsidiaries, (iii) Little Swan and (iv) others.

Impairment reviews on our goodwill and trademark rights with an indefinite useful life have been conducted by our management as at 31 December 2021, 2022 and 2023 and 30 April 2024.

We have considered and assessed reasonably possible changes for the key assumptions and have not identified any instances that would cause the carrying amounts of the above CGUs to exceed their recoverable amounts as at 31 December 2021, 2022 and 2023 and 30 April 2024, respectively.

Our goodwill increased from RMB17.1 million as of December 31, 2021 to RMB39.2 million as of December 31, 2022 and December 31, 2023, as a result of our acquisition of Jinxun Digital Intelligence in 2022.

Goodwill arising from the acquisitions of Yuanya Information and Jinxun Digital Intelligence was monitored separately and assessed as separate CGUs for the purpose of impairment testing.

Our Directors determined that no impairment on goodwill was required as of December 31, 2021, 2022 and 2023 with reference to the recoverable amounts.

Our goodwill was US$115.9 million as of December 31, 2021, 2022 and 2023.

Based on the results of the impairment assessment, our Directors concluded that no impairment on goodwill and trademark had to be recognized during the Track Record Period.

Based on the sensitivity analysis, a reasonably possible change in the above key assumptions on which the impairment testing is based would not cause the carrying amount to exceed its recoverable amount.

On June 1, 2022, we completed the acquisition of Shaanxi Rixing at a consideration of RMB933,000, which result in the recognition of goodwill of RMB1,769,000 as of December 31, 2022 and 2023.

The headroom measured by the excess of the recoverable amount over the carrying amount of the CGU are RMB95,000 and RMB1,149,000 as of December 31, 2022 and 2023, respectively.

Assuming a change of the discount rate of 3% and 6%, or the annual revenue growth rate 3% and 2%, such change would, in isolation, have removed the remaining headroom as of December 31, 2022 and 2023, respectively.

Our goodwill arises from the acquisition of SPW, a subsidiary of our Group under the precision welding segment, and being a cash-generating unit (the ‘‘CGU’’) of our Group.

In respect of the goodwill assessment as at 31 December 2023, we took a prudent approach to revise the five-year budget plan to reflect a lower growth rate as our customers were undergoing a periodic de-stocking process in 2023 and requested us to postpone delivery of certain parts and components.

Based on the assessment performed, the headrooms available for the CGU were approximately S$29.0 million and S$30.9 million as at 31 December 2022 and 2023, respectively.

We considered there were indicators of impairment of non-financial assets for the loss-making imaging centers which incurred successive losses for more than two years after the trial operation stage (i.e. within two years of their commencement of operations) during the Track Record Period (“existing loss-making centers”).

Based on the results of the abovementioned assessments as conducted by management and the independent external valuer, our Directors concluded that no impairment loss on the aforementioned non-financial assets of existing loss-making centers are required to be recognized as of December 31, 2021, 2022 and 2023.

As of December 31, 2021, 2022 and 2023, the estimated recoverable amount of approximately RMB33.9 million, RMB32.3 million and RMB53.0 million based on value-in-use calculations exceeded its carrying value by approximately RMB3.5 million, RMB4.2 million and RMB23.8 million, respectively, and we therefore concluded such goodwill was not impaired.

Our goodwill relates to our acquisition of Guangzhou Ledian, which primarily engages in digital marketing services. As of December 31, 2021, 2022 and 2023, our goodwill remained at RMB32.3 million.

The discount rates applied to the cash flow projections were 19.1%, 17.7% and 18.2% for December 31, 2021, 2022 and 2023, respectively. The growth rate used to extrapolate the cash flows of the digital marketing unit beyond the five-year period were 3%, 3% and 3% for December 31, 2021, 2022 and 2023, respectively.

However, our management believes that the reasonably possible change should be less than 1% of the above key assumptions, therefore a reasonably possible change in key assumptions would not cause the carrying amount of the CGU to exceed its recoverable amount.