The assets appraisal report is prepared in accordance with China’s assets appraisal standards
Heidelberger Druckmaschinen AG plans to invest in the project of Tianjin Changde Technology Co., Ltd. with intangible assets
assets valuation statement
Zhong Tong Hua Hu Ping Bao Zi (2021) No. 1051
Volume 1 of 1
China Alliance appraisal (Shanghai) Co., Ltd. date: December 20, 2021
Address: Block B, 3rd floor, China Development Bank building, No. 500, Pudong South Road, Pudong New Area, Shanghai Post Code: 200120 Tel.: 021-69350588 Fax: 021-69350588
Heidelberger Druckmaschinen AG plans to use intangible assets to invest in the project · evaluation report of Tianjin Changde Technology Co., Ltd
catalogue
Declare that one
Summary of asset appraisal report two
Text of asset appraisal report five
1、 Overview of the client, property right holder and users of other asset appraisal reports agreed in the contract five
2、 Evaluation purpose six
3、 Evaluation object and scope six
4、 Value types and their definitions eight
5、 Appraisal base date eight
6、 Evaluation basis eight
7、 Evaluation method ten
(i) Selection of evaluation methods ten
（2） Introduction to evaluation method…… 11
8、 Evaluation procedure implementation process and situation eleven
9、 Assessment assumptions sixteen
10、 Evaluation conclusion seventeen
11、 Special notes seventeen
12、 Description of restrictions on the use of asset appraisal report twenty
13、 Asset appraisal report date twenty
Annex to the assets appraisal report 22 zhongtonghua assets appraisal (Shanghai) Co., Ltd
Heidelberger Druckmaschinen AG plans to use intangible assets to invest in the project · evaluation report of Tianjin Changde Technology Co., Ltd
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 its asset appraisers 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 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 for the establishment of the appraisal conclusion, the description of special matters and use restrictions in the asset appraisal report and their impact on the appraisal conclusion.
6、 The asset appraisal institution and its appraisers shall abide by laws, administrative regulations and asset appraisal standards, adhere to the principles of independence, objectivity and impartiality, and be responsible for the asset appraisal report issued according to law.
7、 In this appraisal, Tianjin Changde Technology Co., Ltd. is mainly positioned to produce and manufacture customized parts for Heidelberger Druckmaschinen AG and relevant parties Masterwork Group Co.Ltd(300195) . Heidelberger Druckmaschinen AG and Masterwork Group Co.Ltd(300195) respectively promise that in the prediction model of the existing business plan, In the future, the two companies will occupy no less than the predicted working hours of Tianjin Changde Technology Co., Ltd. for production and settlement of revenue. At the same time, in the absence of unpredictability, the expected deviation from the actual situation will not exceed 5%. The premise for the evaluation results of this report is that the management of both parties believe that Tianjin Changde Technology Co., Ltd. can implement the production plan according to the business plan prediction model, And the sales settlement shall be carried out smoothly according to the standards of the business plan. The above settlement income of production start time and service hours is an important basis for the client and relevant parties to formulate their future profit forecast. If Tianjin Changde Technology Co., Ltd. fails to carry out production and sales as expected or provides less than the forecast services for heidelbergerdruckmaschinen Ag and Masterwork Group Co.Ltd(300195) , The evaluation results of this report shall be adjusted accordingly to remind the users of the report.
8、 The list of assets and relevant materials involved in the appraisal object shall be declared by the client and the property right holding unit and confirmed by signature, seal or other methods permitted by law; The client and other relevant parties shall be responsible for the authenticity, integrity and legitimacy of the materials provided by them according to law
Zhongtonghua assets appraisal (Shanghai) Co., Ltd. 1
Heidelberger Druckmaschinen AG plans to use intangible assets to invest in the project · evaluation report of Tianjin Changde Technology Co., Ltd
Heidelberger Druckmaschinen AG intends to use intangible assets
Projects invested by Tianjin Changde Technology Co., Ltd
Summary of assets appraisal report
Zhong Tong Hua Hu Ping Bao Zi (2021) No. 1051
Heidelberger DruckmaschinenAG：
Zhongtonghua assets appraisal (Shanghai) Co., Ltd. (hereinafter referred to as “zhongtonghua Shanghai”) Or our company) accepts the entrustment of your company, adopts recognized appraisal methods and necessary appraisal procedures in accordance with relevant laws, regulations, asset appraisal standards and asset appraisal principles, The market value of the intangible assets – know-how involved in the investment of Heidelberger Druckmaschinen AG to Tianjin Changde Technology Co., Ltd. with intangible assets on the benchmark date has been evaluated. The summary of the appraisal report is as follows:
Appraisal purpose: to provide value reference basis for Heidelberger Druckmaschinen AG’s proposed contribution to Tianjin Changde Technology Co., Ltd. with intangible assets.
Appraisal object: the intangible assets proprietary technology owned by Heidelberger Druckmaschinen AG. Appraisal scope: the intangible assets proprietary technology declared by Heidelberger Druckmaschinen AG on the benchmark date of November 30, 2021
Benchmark date: November 30, 2021
Value type: market value
Appraisal method: income method
Appraisal conclusion: on the premise of open market and continuous operation of the enterprise,
Limited by the special matters listed in this report, the total appraisal value of the intangible assets (know-how, production process know-how) owned by Heidelberger Druckmaschinen AG on the benchmark date of November 30, 2021 is 89 million yuan.
According to the official website of the people’s Bank of China, the central parity of euro to RMB on November 30, 2021 is 1:7.2063, so the market value of intangible assets proprietary technology owned by Heidelberger Druckmaschinen AG is 12.3503 million euros.
The assets appraisal report only provides value reference for the economic behaviors described in the assets appraisal report. In principle, the validity period of the appraisal conclusion is one year from the benchmark date. If the asset and market conditions change significantly compared with the relevant conditions on the benchmark date, the client shall entrust the appraisal institution to carry out the appraisal renewal business or re appraisal.
Zhongtonghua assets appraisal (Shanghai) Co., Ltd
Heidelberger Druckmaschinen AG plans to use intangible assets to invest in the project · evaluation report of Tianjin Changde Technology Co., Ltd
Description of major special events:
1. In December 2021, the assets appraisal professionals obtained the appraisal related materials and carried out basic verification through e-mail, video conference, wechat and other communication methods. Heidelberger Druckmaschinen AG is an overseas company. Therefore, for the overseas company that cannot carry out overseas on-site investigation, verification and verification due to epidemic prevention and control, the appraisers shall guide it according to the “detailed list of assets evaluation” and its filling requirements, data list, etc. provided by the appraisal institution on the basis of asset inventory carried out by relevant personnel, Fill in the assets included in the appraisal scope carefully and accurately, and analyze them according to the appraisal data, financial and accounting statements, asset appraisal declaration details and other data provided by the enterprise. The project team and the enterprise agree on the main senior executives and department personnel who cooperate with the asset appraisal and alternative investigation, and the enterprise provides personnel list, job responsibilities, e-mail, online conference, identity authentication and other information. The appraisers use modern scientific and technological means to obtain on-site information by indirect contact alternative methods, At the same time, for the enterprises to be invested in China that cannot conduct on-site investigation due to epidemic prevention policies, online meetings and video investigation shall be conducted to complete the alternative procedures.
2. The current appraisal is a contribution to Tianjin Changde Technology Co., Ltd. by the use right of intangible assets owned by Heidelberger druckmaschineng AG. The use right is also used within Heidelberger druckmaschineng Ag group, which is a non exclusive use right and is brought to the attention of the users of the report.
3. The conclusion of the appraisal report is only the value of the intangible assets owned by Heidelberger Druckmaschinen AG, and the appraisal conclusion does not include value-added tax.
4. The future forecast of this appraisal is extracted from the future business plan provided by Heidelberger Druckmaschinen AG, which has been jointly confirmed by Heidelberger Druckmaschinen AG and the Masterwork Group Co.Ltd(300195) management of relevant parties.
5. In this appraisal, the future orientation of Tianjin Changde Technology Co., Ltd. is mainly to manufacture customized parts for Heidelberger Druckmaschinen AG and relevant parties Masterwork Group Co.Ltd(300195) . Heidelberger Druckmaschinen AG and Masterwork Group Co.Ltd(300195) respectively promise that in the prediction model of the existing business plan, In the future, the two companies will occupy no less than the predicted working hours of Tianjin Changde Technology Co., Ltd. for production and settlement of revenue. At the same time, in the absence of unpredictability, the expected deviation from the actual situation will not exceed 5%. The premise for the evaluation results of this report is that the management of both parties believe that Tianjin Changde Technology Co., Ltd. can implement the production plan according to the business plan prediction model, And the sales settlement shall be carried out smoothly according to the standards of the business plan. The above settlement income of production start time and service hours is an important basis for the client and relevant parties to formulate their future profit forecast. If Tianjin Changde Technology Co., Ltd. fails to carry out production and sales as expected or provides less than the forecast services for heidelbergerdruckmaschinen Ag and Masterwork Group Co.Ltd(300195) , The evaluation results of this report shall be adjusted accordingly to remind the users of the report.
