The assets appraisal report is prepared in accordance with China’s assets appraisal standards Flat Glass Group Co.Ltd(601865) the value of all shareholders’ equity involved in the proposed equity acquisition of Anhui Sanli Mining Co., Ltd
Evaluation project
Asset appraisal report
Kun yuan Ping Bao [2022] No. 25
(Volume 1 of 1)
Kunyuan Assets Appraisal Co., Ltd
February 11, 2002
catalogue
Declare that 1. Asset appraisal report · summary 2. Asset appraisal report · text five
1、 The client, the appraised entity and other users of the asset appraisal report five
2、 Evaluation purpose ten
3、 Evaluation object and scope ten
4、 Value type and its definition eleven
5、 Appraisal base date twelve
6、 Evaluation basis twelve
7、 Evaluation method fourteen
8、 Evaluation procedure implementation process and situation twenty-one
9、 Assessment assumptions twenty-two
10、 Assessment conclusion twenty-four
11、 Special notes twenty-five
12、 Description of restrictions on the use of asset appraisal report twenty-nine
13、 Asset appraisal report date 30. Asset appraisal report and appendix
1、 Base date audit report of the appraised unit thirty-one
2、 Legal person business license of the client and the appraised unit eighty-two
3、 The main ownership certificates involved in the appraisal object eighty-four
4、 Letter of commitment from the client and other relevant parties eighty-five
5、 Sign the commitment letter of the asset appraiser eighty-seven
6、 The filing announcement of asset appraisal institutions and the filing list of securities service businesses eighty-eight
7、 Legal person business license of asset appraisal institution ninety
8、 Signature asset appraiser professional qualification certificate registration card ninety-one
Summary and details of appraisal results of asset-based method ninety-four
statement
1、 The assets appraisal report is prepared in accordance with the basic standards for assets appraisal issued by the Ministry of Finance and the asset appraisal practice standards and professional ethics standards issued by China Assets Appraisal Association.
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. 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.
3、 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.
4、 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.
5、 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 pay full attention to the assumptions, restrictions and special matters stated in the asset appraisal report and their impact on the appraisal conclusion.
1. The total equity value of the shareholders of Anhui Sanli Mining Co., Ltd. involved in the equity acquisition proposed by Kunyuan Assets Appraisal Co., Ltd. Flat Glass Group Co.Ltd(601865)
Evaluation project
assets valuation statement
Kun yuan Ping Bao [2022] No. 25
Abstract
The following contents are extracted from the main body of the asset appraisal report. If you want to know the details of the appraisal project and reasonably understand the appraisal conclusion, you should carefully read the main body of the asset appraisal report.
1、 The client, the appraised entity and other users of the asset appraisal report
The entrusting party of this assets appraisal is Flat Glass Group Co.Ltd(601865) (hereinafter referred to as Flat Glass Group Co.Ltd(601865) joint stock company), and the appraised entity of this assets appraisal is Anhui Sanli Mining Co., Ltd. (hereinafter referred to as “Sanli mining company”).
According to the asset appraisal entrustment contract, other users of the asset appraisal report are the users of the asset appraisal report stipulated by national laws and regulations.
2、 Evaluation purpose
Flat Glass Group Co.Ltd(601865) the joint stock company plans to acquire the equity of Sanli mining company. Therefore, it is necessary to evaluate the value of all shareholders’ equity of Sanli mining company.
The purpose of this appraisal is to provide the reference basis for the value of all shareholders’ equity of Sanli mining company for the economic behavior.
3、 Evaluation object and scope
The appraisal object is all the shareholders’ equity of Sanli mining company involved in the above economic behavior.
The appraisal scope covers all assets and related liabilities of Sanli mining company as of December 31, 2021, which have been declared by Sanli mining company and audited by Deloitte Huayong Certified Public Accountants (special general partnership) Nanjing Branch. According to the audited financial statements provided by Sanli mining company on December 31, 2021, the book values of assets, liabilities and shareholders’ equity are 557471639.81 yuan, 433178932.65 yuan and 124292707.16 2 yuan respectively.
4、 Value type
The value type of this appraisal is market value.
5、 Appraisal base date
The benchmark date is December 31, 2021.
6、 Evaluation method
According to the appraisal object, value type, data collection and other relevant conditions, the asset-based method and income method are adopted for the appraisal.
7、 Evaluation conclusion
After comprehensive analysis, the appraisal conclusion of the asset-based method is finally adopted as the appraisal value of all shareholders’ equity of Sanli mining company. The appraisal value of all shareholders’ equity of Sanli mining company is 2073300505.68 yuan (in words: RMB two billion seventy-three million three hundred and five hundred and five point sixty-eight), which is compared with the book value of 124292707.16 yuan, The assessed value-added is 1949007798.52 yuan, with a value-added rate of 1568.08%. 8、 Validity period of evaluation conclusion
The appraisal conclusion is only valid for the economic behavior that Flat Glass Group Co.Ltd(601865) joint stock company plans to acquire the equity of Sanli mining company. The validity period of the appraisal conclusion is one year, i.e. from the benchmark date of December 31, 2021 to December 30, 2022.
9、 Special matters that have a significant impact on the evaluation conclusion
1. Flat Glass Group Co.Ltd(601865) the joint stock company entrusted Zhejiang Zhiyuan Assets Appraisal Co., Ltd. to appraise the glass quartzite mining right owned by Sanli mining company, and issued the appraisal report of Lingshan quartzite mining right of Anhui Sanli Mining Co., Ltd. with the appraisal result of 2233872400.00 yuan. The company has reviewed the appraisal report and conducted necessary review on the appraisal assumptions, appraisal methods and calculation values of main parameters in the appraisal report. It is not found that the mining right appraisal report does not comply with China’s mining right appraisal standards, appraisal methods and parameters of income channels of mining right appraisal and mining right price appraisal
2. According to the development and utilization plan of glass quartzite mineral resources in Lingshan mulishan mining area (Sanli mining) in Fengyang County, Anhui Province (expanding production scale) prepared by Bengbu Xingchang Safety Technology Consulting Co., Ltd. in September 2021, the production scale of mining rights owned by Sanli mining company is proposed to be changed from 1.9 million tons / year to 4 million tons / year, The above development and utilization plan and relevant materials have been submitted to Fengyang County Bureau of economy and information technology for review in November 2021. As of the benchmark date, the relevant expert group review and follow-up approval procedures related to the development and utilization plan (expanding production scale) are in progress and are expected to pass the expert group review in June 2022, Obtain the filing letter and mining license after expanding the production scale. After the assumption period of this appraisal, the filing letter and corresponding mining license after the above expanded production scale can be successfully obtained in 2022.
Please refer to the main body of the asset appraisal report for the description of special matters and use restrictions in the asset appraisal report.
Flat Glass Group Co.Ltd(601865) total equity value of shareholders of Anhui Sanli Mining Co., Ltd. involved in the proposed equity acquisition
Evaluation project
assets valuation statement
Kun yuan Ping Bao [2022] No. 25
Flat Glass Group Co.Ltd(601865) ：
Kunyuan Assets Appraisal Co., Ltd. has accepted the entrustment of your company. In accordance with the provisions of relevant laws, administrative regulations and assets appraisal standards, and adhering to the principles of independence, objectivity and impartiality, Kunyuan Assets Appraisal Co., Ltd. adopts the asset-based method and income method respectively, and follows the necessary appraisal procedures, The market value of all shareholders’ equity of Anhui Sanli Mining Co., Ltd. involved in your proposed acquisition of equity was evaluated on December 31, 2021. The asset appraisal report is as follows: I. the client, the appraised unit and other users of the asset appraisal report
（1） Overview of the client
1. Name: Flat Glass Group Co.Ltd(601865) (hereinafter referred to as ” Flat Glass Group Co.Ltd(601865) joint stock company”)
2. Address: No. 1999, Yunhe Road, Xiuzhou District, Jiaxing City, Zhejiang Province
3. Legal representative: Ruan Hongliang
4. Registered capital: five hundred thirty-six million seven hundred and twenty-three thousand three hundred and thirteen yuan and fifty cents
5. Type: joint stock limited company (invested and listed in Hong Kong, Macao and Taiwan)
6. Unified social credit Code: 913300007044053729
7. Registration authority: Zhejiang market supervision administration
8. Business scope: general items: glass manufacturing; Technical glass products manufacturing; Mirror making and similar products processing; Loading, unloading and handling; Metal structure manufacturing; Manufacturing of special machinery for the production of building materials; Metal cutting services; Industrial control computer and system manufacturing; Sales of machinery and equipment (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed items: import and export of goods (for items subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business items shall be subject to the approval results).
（2） Overview of the appraised company
1） Enterprise name, type and organization form
5. Kunyuan Assets Appraisal Co., Ltd
1. Name: Anhui Sanli Mining Co., Ltd. (hereinafter referred to as “Sanli mining company”)
2. Address: Damiao Town, Fengyang County, Chuzhou City, Anhui Province
3. Legal representative: Chen Yong
4. Registered capital: one hundred and seventy million yuan only
5. Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
6. Unified social credit Code: 9134112675099952xf
7. Registration authority: Fengyang County market supervision and Administration Bureau
8. Business scope: open pit mining and sales, processing and sales of quartzite for glass; General business items: Sales of high borosilicate glass tubes, Cecep Solar Energy Co.Ltd(000591) water heaters and ampoules (for items subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
2） Enterprise history
1. Situation at the time of establishment of the company
Sanli mining company was established on June 6, 2001 with an initial registered capital of 5 million yuan. The shareholders and contributions at the time of establishment are as follows: natural person Gao Yuankun contributed 2.75 million yuan (accounting for 55% of the registered capital), natural person Ding Zhenzhi contributed 1.5 million yuan (accounting for 30% of the registered capital), and natural person Shen Yingming contributed 75 million yuan
