About New Hua Du Supercenter Co.Ltd(002264)
Special verification opinions on major asset restructuring
Huachenghan [2022] No. z0001
Shenzhen Stock Exchange:
In accordance with the requirements of the guidelines for the application of regulatory rules - listing class No. 1 issued by the China Securities Regulatory Commission, we have carefully verified the relevant evaluation matters involved in New Hua Du Supercenter Co.Ltd(002264) (hereinafter referred to as New Hua Du Supercenter Co.Ltd(002264) company or company), and reported as follows:
1、 The appraisal and pricing of the proposed assets, whether the relevant appraisal methods, assumptions and parameters are reasonable and in line with the actual operation of the assets, etc
(I) appraisal and valuation of assets to be purchased
In this transaction, the appraisal institution adopts asset-based method and income method to evaluate the target company, and takes the evaluation result of asset-based method as the final evaluation conclusion. As of the benchmark date of October 31, 2021, the book value of all shareholders' equity of the subject company is 25753000 yuan, the assessed value of all shareholders' equity is 394358000 yuan, the added value is 136.855 million yuan, and the added value rate is 53.15%. (II) rationality analysis of appraisal methods, assumptions and parameters of the proposed assets 1. Rationality of appraisal methods
Asset based method refers to the method of reasonably evaluating the value of all assets and liabilities on and off the balance sheet of the appraised entity on the benchmark date, and determining the value of the appraisal object. As of the benchmark date of appraisal, the book value of assets and liabilities within the scope of appraisal has been audited. Each asset and liability of the appraised entity can be identified. Each asset and liability can fulfill the on-site investigation procedures, meet the applicable conditions of the evaluation method and the data requirements of the evaluation and estimation. Therefore, the asset-based method is applicable to this evaluation.
The income method refers to the appraisal method that capitalizes or discounts the expected income and determines the value of the appraisal object. Asset appraisal professionals shall properly consider the applicability of the income method in combination with the historical operation of the appraised entity, the predictability of future income and the sufficiency of the appraisal materials obtained.
The specific methods commonly used in income method include dividend discount method and cash flow discount method.
The dividend discount method is a specific method to discount the expected dividend to determine the value of the evaluation object. It is usually applicable to the evaluation of the value of some equity of shareholders who lack control; Discounted cash flow method usually includes enterprise free cash flow discount model and equity free cash flow discount model. The professionals of asset appraisal shall properly select the discounted cash flow model according to the industry, business model, capital structure and development trend of the appraised entity. The appraised entity has been established for a long time, its historical annual performance is relatively stable, has the basis and conditions for sustainable operation, standardized accounting, clear management, stable and clear business sources, the management has a detailed plan for the current operation of the enterprise and the development of the company in the future years, and the expected future income can be reasonably predicted and measured in currency, And the income period can be reasonably determined, and the risk of obtaining the expected future income can be measured. Therefore, the income method is applicable to this appraisal.
Market method refers to the evaluation method that compares the evaluation object with comparable listed companies or comparable transaction cases to determine the value of the evaluation object.
The precondition of adopting the market method is that there is an active open market with sufficient market data and comparable trading cases in the open market. The appraised entity is a subsidiary of the listed company. The business structure, enterprise scale, asset allocation and use, business stage, growth, business risk, financial risk and other factors of the listed company in the same industry are quite different from those of the appraised enterprise, Moreover, considering that the listed companies in the same industry comparable to the appraised unit in China's capital market do not meet the quantitative conditions, there are few cases of trading and M & A of comparable enterprises in the same industry, and it is difficult to obtain the relevant reliable operation and financial data of comparable transaction cases, so it is impossible to calculate the appropriate value ratio. Therefore, the market method is not applicable to this appraisal.
Therefore, according to the purpose of this appraisal, the characteristics of the appraisal object and the applicable conditions of the appraisal method, the asset-based method and income method are selected for this appraisal.
2. Assessment of rationality of assumptions
In this appraisal, the professionals of asset appraisal have followed the following main appraisal assumptions:
(1) Basic assumptions
① Transaction assumption: transaction assumption is to assume that all assets to be evaluated are already in the process of transaction, and the appraiser will conduct valuation according to the simulated market such as the transaction conditions of the assets to be evaluated. Transaction assumption is the most basic premise for asset appraisal.
② Open market hypothesis: the open market hypothesis assumes that the assets traded in the market or the assets to be traded in the market are equal to each other, and both parties have the opportunity and time to obtain sufficient market information, so as to make a rational judgment on the function, purpose and transaction price of the assets. The open market hypothesis is based on the fact that assets can be bought and sold publicly in the market.
③ Assumption of continuous operation of assets: the assumption of continuous operation of assets refers to the continuous use of the appraised assets according to the current purpose, mode of use, scale, frequency and environment, or on the basis of changes, and the corresponding determination of evaluation methods, parameters and basis.
④ Assumption of enterprise's sustainable operation: the assumption of enterprise's sustainable operation refers to the evaluation assumption made by taking the overall assets of the enterprise as the evaluation object, that is, the enterprise, as the business entity, will continue to operate according to the business objectives under the external environment. The business operator is responsible and capable of taking responsibility; The enterprise operates legally and can obtain appropriate profits to maintain the ability of sustainable operation.
(2) General assumptions
① There is no significant change in the social and economic environment of the appraised unit, and there is no significant change in the relevant laws, regulations and policies of the state and the region where the appraised unit is located;
② It is assumed that the information provided by the client and the appraised unit is true, complete and reliable, and there are no other defects or contingencies that should be provided but not provided, and that the asset appraisal professionals have performed the necessary appraisal procedures and are still unable to know, which may affect the appraisal conclusion;
③ It is assumed that there will be no irresistible and unforeseeable events affecting the operation of the appraised entity after the benchmark date; ④ Except for the laws and regulations that have been promulgated and have not been implemented by the government on the benchmark date, it is assumed that there will be no significant changes in the laws and regulations related to the operation of the appraised unit during the income period;
⑤ It is assumed that the changes of exchange rate, interest rate, tax, inflation and other factors involved in the operation of the appraised entity after the benchmark date will not have a significant impact on its operating conditions in the income period (regardless of the changes of interest rate from the benchmark date to the reporting date);
⑥ It is assumed that the accounting policies adopted by the appraised entity in the future income period are consistent with the base date of the appraisal in significant aspects, with continuity and comparability;
⑦ It is assumed that the operator of the appraised unit is responsible and the management is capable of assuming its responsibilities. In the future income period, the main management and technical personnel of the appraised unit will not have major changes affecting their business changes based on the situation on the benchmark date, the management team will develop stably, and the management system will not have major changes affecting their business;
⑧ It is assumed that there will be no litigation, mortgage, guarantee and other matters that have a significant impact on the operating performance of the appraised unit in the future income period;
⑨ There are no other force majeure and unforeseen factors that have a significant adverse impact on the enterprise.
(3) Special assumptions
① On the basis of maintaining consistency, the business scope, business mode and management mode of the appraised unit can be adjusted and innovated in time with the development of market and science and technology;
② The assets and liabilities declared by the appraised entity are free from property rights disputes and other economic disputes
③ The production and operation of the appraised entity and its economic activities related to production and operation comply with national laws and regulations; ④ There will be no major changes in the future loan interest rate, value-added tax, additional tax rate and enterprise income tax rate; ⑤ This appraisal does not consider the impact of the external equity investment projects of the appraised entity after the benchmark date on its value;
⑥ Except for the fixed asset investment for which there is definite evidence indicating that the production capacity will change after the base date of appraisal, it is assumed that the appraised entity will not carry out major fixed asset investment activities affecting its operation in the future income period, and the enterprise's operating capacity is estimated according to the situation on the base date of appraisal;
⑦ It is assumed that the amount of taxable income in the future income period of the appraised unit is basically consistent with the total profit, and there is no significant permanent difference and time difference adjustment;
⑧ It is assumed that the future income period of the appraised unit will maintain the turnover of accounts receivable and accounts payable similar to that of the historical year, and there will be no significant difference in payment arrears from that of the historical year;
⑨ It is assumed that the operating cash inflow and cash outflow of the appraised unit will occur evenly in the future income period, and there will be no centralized recognition of income at a certain time of the year.
3. Rationality of evaluation parameters
In this appraisal, Fujian Huacheng Real Estate Land Assets Appraisal Co., Ltd. adopts the income method and asset-based method to evaluate the proposed assets, and takes the result of the asset-based method as the final appraisal conclusion. In this appraisal process, the income method determines the appraisal value by estimating the expected cash flow of the enterprise in the future and adopting the appropriate discount rate, The asset based method determines the appraisal value of an enterprise on the basis of estimating the value of its assets and liabilities, and the appraisal process is in line with the actual situation of the asset. To sum up, the appraisal methods, assumptions, parameters and conclusions of the assets to be acquired in this transaction are reasonable.
2、 Perform necessary decision-making procedures
The appraisal conclusion has been deliberated and approved by the board of directors of the listed company, and the independent directors have expressed independent opinions on the independence of the appraisal institution, the rationality of the appraisal assumptions and the fairness of transaction pricing. The listed company plans to submit the relevant contents to the general meeting of shareholders of the company for deliberation item by item and perform the necessary decision-making procedures.
To sum up, the appraisal institution has performed the necessary appraisal procedures in the appraisal process, the selection of appraisal methods is appropriate, the appraisal assumptions and appraisal parameters are reasonable and in line with the actual operation of the assets. At the same time, the appraisal has performed the necessary decision-making procedures.
Please review this report.
Appraiser of Fujian Huacheng Real Estate Land Assets Appraisal Co., Ltd.:
China Fuzhou asset appraiser:
specific date
