The assets appraisal report is prepared in accordance with China’s assets appraisal standards
Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) intends to acquire Chengdu core in cash
Chengdu Xintong Software Co., Ltd. involved in the equity of Chengdu Xintong Software Co., Ltd
Total equity value of shareholders
assets valuation statement
Dongzhou pingbao Zi [2021] No. 2231
(report and annexes)
Shanghai Dongzhou Assets Appraisal Co., Ltd
November 26, 2021
[2021] No. 2231
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 asset appraisal professionals shall not be liable.
3、 The asset appraisal report can only be used by the client, other users of the asset appraisal report agreed in the asset appraisal entrustment contract and users of the asset appraisal report stipulated by laws and administrative regulations; In addition, no other institution or individual can become the user of the asset appraisal report.
4、 The user of the asset appraisal report shall 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 shall not be regarded as a guarantee for the realizable price of the appraisal object.
5、 The user of the asset appraisal report shall pay attention to the assumptions for the establishment of the appraisal conclusion, the description of special matters in the asset appraisal report and the use restrictions.
6、 The asset appraisal institution and its asset appraisal professionals shall 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.
7、 We have no existing or expected interest relationship with the appraisal object in the asset appraisal report; There is no existing or expected interest relationship with the relevant parties, and there is no prejudice against the relevant parties.
8、 The list of assets and liabilities involved in the appraisal object shall be declared by the client and the appraised unit and confirmed by signature, seal or other methods permitted by law. According to the asset appraisal law of the people’s Republic of China, “the client shall be responsible for the authenticity, integrity and legitimacy of the ownership certificate, financial and accounting information and other materials provided by it.” 9、 We have conducted on-site investigation on the appraisal object and its involved assets; Necessary attention has been paid to the legal ownership of the appraisal object and the assets involved, the legal ownership data of the assets involved have been verified, and the discovered matters that may have a significant impact on the appraisal conclusion have been truthfully disclosed in the asset appraisal report, The client and other relevant parties have been requested to improve the property rights to meet the requirements for issuing the asset appraisal report. However, we only express opinions on the value of the appraisal object and its involved assets, and we have no right to make any form of guarantee for their legal ownership. This report shall not be used as any form of property right certificate.
10、 As a rule, our investigation of physical assets such as equipment is limited to its apparent quality, service condition and maintenance condition, and does not touch its internal covered, hidden and difficult to observe parts. We are unable or entrusted to carry out professional technical testing and appraisal on the internal quality of the above assets, Our evaluation is based on the information provided by the client and other relevant parties. If there are defects in the internal quality of these appraisal objects, the appraisal conclusion of this asset appraisal report may be affected to varying degrees.
[2021] No. 2231 – 2 – [2021] No. 2231
catalogue
assets valuation statement
(table of contents)
catalogue 3 summary 4 text 6 I. the client, the appraised entity and other users of the asset appraisal report six
(i) Overview of client 1 six
（2） II. Overview of the client…… 6
（3） Relationship between the client and the appraised entity…… 9
（4） Users of other asset appraisal reports…… 9
2、 Evaluation purpose 9 III. appraisal object and scope 9 IV. value type and its definition V. benchmark date of appraisal 15 VI. evaluation basis fifteen
(i) Basis of economic behavior fifteen
（2） Basis of laws and regulations…… 15
（3） Basis of evaluation criteria…… 17
（4） Asset ownership basis…… 17
（5） Valuation basis…… 18
（6） Other references…… 18
7、 Evaluation method nineteen
(i) Overview of evaluation methods nineteen
（2） Selection of evaluation methods…… 19
（3） Introduction to asset based approach…… 20
（4） Introduction to income method…… 28
8、 Evaluation procedure implementation process and situation 31 IX. appraisal assumptions thirty-three
(i) Basic assumptions thirty-three
（2） General assumptions…… 34
（3） Special assumptions for income method evaluation…… 34
10、 Evaluation conclusion thirty-five
(i) Relevant assessment results thirty-five
（2） Difference analysis of evaluation results and final evaluation conclusion…… 36
（3） Comparison between the appraisal conclusion and the book value, changes and reasons…… 37
（4） Other considerations regarding the assessment conclusion 37
（5） Validity period of evaluation conclusion…… 38
（6） Other notes on the evaluation conclusion…… 38
11、 Special notes 38 XII. Description of restrictions on the use of the appraisal report 41 XIII. Appraisal report date 42 [2021] No. 2231 – 3 – [2021] No. 2231
abstract
Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) intends to acquire Chengdu Xintong Software Co., Ltd. in cash
Total equity value of shareholders of Chengdu Xintong Software Co., Ltd. involved in the company’s equity
assets valuation statement
Dongzhou pingbao Zi [2021] No. 2231
abstract
Special note: this assets appraisal report only provides value reference for the economic behavior described in the report. The following contents are extracted from the main body of the assets appraisal report. To understand the details of the appraisal business and correctly understand the appraisal conclusion, you should read the main body of the appraisal report.
Shanghai Dongzhou Assets Appraisal Co., Ltd. has accepted the entrustment, adhered to the principles of independence, objectivity and impartiality, adopted appropriate appraisal methods and carried out the appraisal of the appraisal object corresponding to the economic behavior in accordance with the provisions of laws, administrative regulations and assets appraisal standards. The summary of the assets appraisal report is as follows:
Client: Guangdong High Dream Intellectualized Machinery Co.Ltd(300720)
Appraised unit: Chengdu Xintong Software Co., Ltd
Appraisal purpose: equity acquisition
Economic behavior: according to the cooperation intention agreement, Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) plans to acquire the equity of Chengdu Xintong Software Co., Ltd.
Appraisal object: the value of all shareholders’ equity of the appraised entity
Scope of appraisal: the scope of appraisal covers all assets and liabilities of the appraised entity, including current assets, non current assets and liabilities. The total book value of all assets declared by the appraised unit is 120087869.77 yuan, the total book value of liabilities is 72668090.08 yuan, and the shareholders’ equity is 47419779.69 yuan.
Value type: market value
Benchmark date: August 31, 2021
Appraisal method: income method and asset-based method are adopted. The conclusion of this appraisal report is based on the appraisal results of income method. Appraisal conclusion: after appraisal, the value of all shareholders’ equity of the appraised unit is RMB 458300000.00. In words: four hundred fifty-eight million three hundred thousand yuan only.
The validity period of the appraisal conclusion is one year from the benchmark date, i.e. the validity period ends on August 30, 2022. [2021] No. 2231 – 4 – [2021] No. 2231
Special matters:
(1) The intangible assets not recorded in the book value declared by Xintong software are 27 software copyrights, 78 patents and 1 domain name. All the software copyright certificates, patent certificates and domain name certificates have been obtained, and the ownership is clear. The costs and expenses incurred in the acquisition of software copyrights, patents and domain names included in the scope of this appraisal are directly expensed and not capitalized Therefore, the book value is zero, which is included in the scope of this appraisal.
(2) With the approval of the Department of science and technology of Sichuan Province, the Department of finance of Sichuan Province, the State Administration of Taxation of Sichuan Province and the Local Taxation Bureau of Sichuan Province, Xintong software obtained the certificate of high tech enterprise numbered gr201951000902 on October 14, 2019 The term of validity is three years, and the enterprise income tax within the term of validity shall be levied at the reduced tax rate of 15%; In this income method appraisal, after analyzing the current main business composition type, R & D personnel composition and the proportion of future R & D investment in main business income, based on the reasonable inference of the future, it is assumed that the appraised unit has the conditions to continuously obtain the recognition of high-tech enterprises in the future and can continue to enjoy the preferential income tax policies; That is, Xintong software is calculated at the enterprise income tax rate of 15% during the preferential period of income tax for high-tech enterprises and in the subsequent years after the expiration of the preferential period.
The above special matters may have an impact on the appraisal conclusion, and the user of the appraisal report should pay full attention to it when carrying out the economic behavior; In addition, the user of the appraisal report should also pay attention to the impact of the appraisal assumptions stated in the main body of the appraisal report and major events in the future on the appraisal conclusion, and make appropriate use of the appraisal report.
text
Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) the total equity value of the shareholders of Chengdu Xintong Software Co., Ltd. involved in the proposed cash acquisition of the equity of Chengdu Xintong Software Co., Ltd
assets valuation statement
Dongzhou pingbao Zi [2021] No. 2231
text
Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) ：
Shanghai Dongzhou Assets Appraisal Co., Ltd. accepts your entrustment, adheres to the principles of independence, objectivity and impartiality, adopts the income method and asset-based method, and follows the necessary appraisal procedures in accordance with the provisions of laws, administrative regulations and asset appraisal standards, The market value of all shareholders’ equity of Chengdu Xintong Software Co., Ltd. involved in Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) proposed cash acquisition of the equity of Chengdu Xintong Software Co., Ltd. was evaluated on August 31, 2021. The assets appraisal is reported as follows:
1、 The client, the appraised entity and other users of the asset appraisal report
(i) Overview of client I
Company name: Guangdong High Dream Intellectualized Machinery Co.Ltd(300720) (hereinafter referred to as “the client”)
Registered address: No. 3, longzhan Road, Huanglong village committee, Beijiao Town, Shunde District, Foshan City
Legal representative: Ying Zheng
Registered capital: 194.4 million yuan
