About Anshan Heavy Duty Mining Machinery Co.Ltd(002667)
Reply to letter of concern
Dahuhezi [2021] No. 0013191
Dahua Certified Public Accountants (special general partnership)
DaHuaCertifiedPublicAccountants（SpecialGeneralPartnership）
About Anshan Heavy Duty Mining Machinery Co.Ltd(002667)
Reply to letter of concern
Table of contents page I. reply to letter 1-4 concerning Anshan Heavy Duty Mining Machinery Co.Ltd(002667)
about
Yes Anshan Heavy Duty Mining Machinery Co.Ltd(002667)
Reply to letter of concern
Dahuhezi [2021] 0013191 Shenzhen Stock Exchange:
Dahua Certified Public Accountants (special general partnership) (hereinafter referred to as “we”) received the letter of concern for Anshan heavy mining machinery Co., Ltd. (company department concern letter [2021] No. 459) (hereinafter referred to as “concern letter”) from your firm forwarded by Anshan Heavy Duty Mining Machinery Co.Ltd(002667) (hereinafter referred to as “company”) on December 20, 2021 ）。 According to the requirements of the letter of concern and based on Anshan Heavy Duty Mining Machinery Co.Ltd(002667) ‘s reply to the relevant issues of the letter of concern, we have verified the issues that need to be verified by accountants mentioned in the letter of concern, and now the verification situation and verification opinions are described as follows:
Question 3 of the letter of concern: according to the announcement, the book value of all shareholders’ equity of Jinhui regeneration evaluated by the asset-based method is 88.6138 million yuan, with an evaluation appreciation rate of 131.93%, and the value evaluated by the income method is 330 million yuan, with an evaluation appreciation rate of 767.21%. The acquisition adopts the income method as the final conclusion of the evaluation.
Please explain the calculation process and basis of goodwill expected to be generated from this transaction.
1、 Company reply
At the end of October 2021, the book value of net assets of Jinhui regeneration was 38.0533 million yuan and the income method evaluation value was 33 million yuan. The listed company plans to acquire 70% equity of Jinhui regeneration at a consideration of 231 million yuan.
Project amount
Evaluation value of income method ① 33000.00 evaluation value of asset based method ② 8861.38 fair value of identifiable net assets ③ = ② 8861.38 transaction consideration ④ 23100.00 fair value of identifiable net assets of Jinhui renewable enjoyed by the listed company on the purchase date ⑤ II ③ * 70% 6202.97 goodwill ⑥ = ④ – ⑤ 16897.03
Note: the above table assumes that the purchase date is October 31, 2021, and the impact of profits and losses during Jinhui regeneration transition period on goodwill is not considered.
Because the income method estimates 330 million yuan, it takes the expected income of assets as the value standard, Reflect the operating capacity of the overall assets (profitability) cannot be apportioned to various identifiable assets, so the fair value of the identifiable net assets of the acquiree is 88.6138 million yuan assessed by the asset-based method. According to the relevant provisions of the standards for business combinations on business combinations not under the same control, the merger consideration for the listed company to purchase the equity of the target company and obtain the control right is 231 million yuan, and the purchase date is The share of the listed company in the fair value of the identifiable net assets of the subject company is 62.0297 million yuan (88.6138 million yuan * 70%), so the goodwill formed on the purchase date is 168.9703 million yuan (231 million yuan – 62.0297 million yuan) (the impact of the profit and loss of the subject company on the goodwill in the transition period is not considered).
2、 Accountant verification
1. Check the resolutions of the board of directors, equity acquisition agreements, audit reports and evaluation reports of listed companies;
2. Calculate the goodwill expected to be generated from this transaction in accordance with the relevant provisions of the accounting standards for business enterprises.
3、 Accountant’s verification conclusion
According to the relevant provisions of the standards for business combinations on business combinations not under the same control, the merger consideration for the listed company to purchase the equity of the target company and obtain the control right is RMB 231 million, The share of the fair value of the identifiable net assets of the target company enjoyed by the listed company on the acquisition date is 62.0297 million yuan (88.6138 million yuan * 70%), so the goodwill formed on the acquisition date is 168.9703 million yuan (231 million yuan – 62.0297 million yuan) (the impact of the profit and loss of the target company on the business reputation in the transition period is not considered).
Please check this explanation.
Dahua accounting firm (special general partnership) December 21, 2021
