catalogue
Declare that- 1 - Summary- 3 -
1、 Overview of the client, the appraised entity and other users of the asset appraisal report- 5 -
2、 Evaluation purpose- 8 -
3、 Evaluation object and scope- 9 -
4、 Value type- 16 -
5、 Appraisal base date- 16 -
6、 Evaluation basis- 17 -
7、 Evaluation method- 20 -
8、 Evaluation procedure implementation process and situation- 32 -
9、 Assessment assumptions- 33 -
10、 Evaluation conclusion- 36 -
11、 Special notes- 38 -
12、 Description of restrictions on the use of asset appraisal report- 40 -
13、 Asset appraisal report date- 41 - Accessories- 43 -
Statement
(i) 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 its asset appraisal professionals shall not be liable.
（3） The asset appraisal report is only for the use of the client, other users of the asset appraisal report agreed in the asset appraisal entrustment contract and users of the asset appraisal report specified by laws and administrative regulations; in addition, no other organization or individual can become the user of the asset appraisal report.
（4） The asset appraisal institution and its asset appraisal professionals suggest that the users of the asset appraisal report should correctly understand 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.
（5） The asset appraisal institution and its asset appraisal professionals 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. （6） The assets appraisal agency and its assets appraisal professionals have carried out the appraisal according to the appraisal object and scope designated by the client. The detailed list of assets and liabilities entrusted for appraisal is provided by the client and the appraised unit and confirmed by their signatures and seals. We have paid due attention to other assets that may fall within the appraisal scope. We respectfully invite the relevant parties to pay close attention to the trading object Consistency between the scope and the evaluation object and scope.
（7） The asset appraisal institution and its asset appraisal professionals have no interest relationship with the appraisal object in the asset appraisal report in the past, present and future; they have no interest relationship and prejudice with relevant parties and relevant personnel.
（8） The asset appraiser has conducted on-site investigation on the appraisal object and the assets involved in the asset appraisal report, paid necessary attention to the legal ownership of the appraisal object and the assets involved, checked the legal ownership data of the appraisal object and the assets involved, truthfully disclosed the problems found, and submitted them to the client and Other relevant parties shall 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.
（9） The analysis and judgment of the assets appraisal institution and its professionals on the value of the entrusted assets are subject to the assumptions and restrictions in this report, and the appraisal conclusion is valid only under these assumptions and restrictions. In order to use this appraisal report reasonably and correctly, we respectfully invite the users of the asset appraisal report to pay close attention to the "appraisal assumptions" in this report "Notes on special matters" and "notes on restrictions on the use of asset appraisal report".
（10） The purpose of this asset appraisal agency and its asset appraisal professionals in carrying out this asset appraisal business is to analyze and estimate the value of the entrusted assets and express their professional opinions. We will not be responsible for the decision-making of the parties. We respectfully invite the users of the report to note that the appraisal conclusion is only valid under the assumptions and restrictions set forth in this report and is not valid It should be regarded as the guarantee of the realizable price of the entrusted assets in the market.
（11） As a rule, the investigation of the real assets such as houses, buildings, machinery and equipment by the assets appraisal institution and its professionals is limited to their apparent quality, use and maintenance, and does not touch the covered, hidden and difficult to reach parts. We have not been entrusted to carry out professional and technical testing and appraisal on their quality. Our appraisal is based on the information provided by the client Based on data, if the internal quality of these evaluation objects is defective, the evaluation conclusion may be affected to varying degrees.
（12） The assets appraisal report is only for the client to serve the appraisal purposes listed in the report and send it to the competent property appraisal department for review. The right to use the appraisal report belongs to the client. Unless it is submitted to the relevant government management department as required or needs to be disclosed according to law, all or part of the report shall not be published on the Internet without the permission of the assets appraisal institution On any public media.
Proposed equity transfer of CLP Taiji (Group) Co., Ltd
Puhua basic software Co., Ltd
Simulated total equity value of shareholders
assets valuation statement
Text
Xzpbz (2021) No. a10170
CLP Taiji (Group) Co., Ltd.:
Shanghai Lixin Asset Appraisal Co., Ltd. has accepted the entrustment of your company, adhered to the principles of independence, objectivity and impartiality, adopted the asset-based method and income method, and followed the necessary appraisal procedures in accordance with the provisions of relevant laws, administrative regulations and asset appraisal standards, The market value of all shareholders' equity simulated by Puhua basic software Co., Ltd. (hereinafter referred to as "Puhua software") involved in the proposed equity transfer of your company has been evaluated as of December 31, 2020. The asset evaluation is reported as follows:
1、 Overview of the client, the appraised entity and other users of the asset appraisal report
(i) Client
Name: CLP Taiji (Group) Co., Ltd. (hereinafter referred to as Taiji)
Unified social credit Code: 91110108802102527k
Type: limited liability company (sole proprietorship of legal person)
Address: No. 211, Middle North Fourth Ring Road, Haidian District, Beijing
Legal representative: Liu Xuelin
Registered capital: RMB 100 million only
Paid in capital: RMB 160 million only
Date of establishment: June 13, 2001
Business term: from June 13, 2001 to no fixed term
Business scope: technology development and technology promotion; Computer system services; Computer system services; Sales of electronic products, computers, software and auxiliary equipment, mechanical equipment and communication equipment. (enterprises shall independently select business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this Municipality.).
（2） Evaluated unit
Name: Puhua basic software Co., Ltd. (hereinafter referred to as Puhua software)
Unified social credit Code: 91310000680994300b
Type: joint stock limited company (unlisted, state-controlled)
Address: 12 / F, building 1, No. 448, Hongcao Road, Xuhui District, Shanghai
Legal representative: Zhang Yun
Registered capital: RMB 289621796
Date of establishment: October 20, 2008
Business term: October 20, 2008 to no fixed term
Business scope: computer system services, basic software services, wholesale and retail of computers, software and auxiliary equipment, lease of self owned equipment, import and export of goods and technology, sales of commercial password products approved by the State Password Administration and passed the product quality inspection of designated testing institutions, software development, information system integration services, information technology consulting services, Data processing and storage services, integrated circuit design (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). 1. Enterprise nature and historical evolution
Puhua basic software Co., Ltd. was established in 2008 and invested by China Electronics Technology Group. At the beginning of its establishment, it was a secondary member unit of the group company. As the supporting unit of the group's basic software, it undertook the task of information construction and the group's relevant scientific research and production in the military.
In March 2019, China Electronics Technology Group Co., Ltd. and China Electronics Technology Investment Holding Co., Ltd. signed the agreement on free transfer of state-owned property rights, which transferred 86.20% of the shares of Puhua basic software Co., Ltd. to China Electronics Technology Investment Holding Co., Ltd. free of charge, and China Electronics Technology Investment Holding Co., Ltd. became the controlling shareholder of Puhua basic software Co., Ltd, The shareholding ratio is 86.20%. In August 2019, the 28th Research Institute of China Electronics Technology Corporation and CLP Rice Information System Co., Ltd. signed the agreement on free transfer of state-owned property rights, which transferred 3.45% of the shares of Puhua basic software Co., Ltd. to CLP Rice Information System Co., Ltd. free of charge. After the transfer, the shareholding ratio of CLP Caisi Information System Co., Ltd. is 3.45%.
From June to September 2020, CETC Investment Holding Co., Ltd., Electronic Science Research Institute of China Electronics Technology Corporation, CETC CAIS Information System Co., Ltd The 32nd Research Institute of China Electronics Technology Corporation signed the agreement on free transfer of state-owned property rights with CLP Taiji (Group) Co., Ltd. to transfer 96.55% of the shares of Puhua basic software Co., Ltd. to CLP Taiji (Group) Co., Ltd. and CLP Taiji (Group) Co., Ltd. free of charge (Group) Co., Ltd. became the controlling shareholder of Puhua basic software Co., Ltd., with a shareholding ratio of 96.55%.
As of the benchmark date, the specific equity structure of the appraised entity is as follows:
Serial number shareholder name contribution amount contribution proportion contribution method
1. CLP Taiji (Group) Co., Ltd. 279621800 yuan, 96.55% currency
2 the 15th Research Institute of China Electronics Technology Corporation 10 million yuan 3.45% currency
Total 289.6218 million yuan 100%
2. Assets, liability structure and operating conditions
The assets, liability structure and net assets simulated by the appraised unit in recent three years and the benchmark date are as follows:
(1) Balance sheet summary
Monetary unit: RMB 10000
Project December 31, 2017 December 31, 2018 December 31, 2019 December 31, 2020 December 31
Total assets 39119.5445216.5933587.6935960.30
Total liabilities 9937.8916097.9212221.6914441.02
Net assets 29181.6529118.6721366.0021519.28
(2) Profit and loss summary
Monetary unit: RMB 10000
Project January December 2017 January December 2018 January December 2019 January December 2020 January December
Operating income 7232.148467.728897.649387.57
Operating cost 1720.373152.072960.603606.05
Operating profit: 5.5834 million yuan 2487.01131. twenty-two
Total profit 24.81
