Nanji E-Commerce Co.Ltd(002127) proposed to acquire equity valuation project of baijiahao (Shanghai) Fashion Co., Ltd
Valuation Report
Zhongshui Zhiyuan ACR Zi [2021] No. 020094
Zhongshui Zhiyuan Assets Appraisal Co., Ltd
December 20, 2001
catalogue
Declare that 1 Summary 2 text 4 I. overview of the client, the appraised company and other users of the valuation report 4 II. Valuation purpose 9 III. valuation object and valuation scope 9 IV. value type 11 v. valuation base date 12 VI. valuation basis 12 VII. Valuation method 14 VIII. Valuation procedures 22 IX. valuation assumptions 23 X. valuation conclusion 25 Xi. Description of special matters 26 XII. Description of restrictions on the use of valuation report 28 XIII. Valuation report date 28 annexes to the report Zhongshui Zhiyuan Assets Appraisal Co., Ltd
statement
1、 The client or other users of the valuation report shall use the valuation report in accordance with the provisions of laws, administrative regulations and the scope of use specified in the valuation report; If the client or other users of the valuation report use the valuation report in violation of the above provisions, the asset appraisal institution and its valuation personnel shall not be liable.
2、 The assets appraisal institution reminds the users of the valuation report that they should correctly understand and use the valuation conclusion. The valuation conclusion is not equal to the realizable price of the valuation object, and the valuation conclusion should not be considered as a guarantee for the realizable price of the valuation object.
2、 The list of assets involved in the valuation object shall be declared by the client and the property right holder 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.
3、 The assets appraisal institution and appraisers have no existing or expected interest relationship with the valuation object in the valuation report; There is no existing or expected interest relationship with the relevant parties, and there is no prejudice against the relevant parties.
4、 The appraisers have paid necessary attention to the legal ownership of the valuation object and the assets involved, checked the legal ownership data of the valuation object and the assets involved, and truthfully disclosed the problems found.
5、 The analysis, judgment and results in the valuation report issued by the asset appraisal institution are limited by the assumptions and restrictions in the valuation report. The user of the valuation report shall fully consider the assumptions, restrictions, special matters and their impact on the valuation conclusion stated in the valuation report.
Zhongshui Zhiyuan Assets Appraisal Co., Ltd
Nanji E-Commerce Co.Ltd(002127) proposed acquisition
Equity valuation project of baijiahao (Shanghai) Fashion Co., Ltd
Valuation Report
Zhongshui Zhiyuan ACR Zi [2021] No. 020094
abstract
Zhongshui Zhiyuan Assets Appraisal Co., Ltd. accepted the entrustment of Nanji E-Commerce Co.Ltd(002127) and estimated the market value of all shareholders’ equity of baijiahao (Shanghai) Fashion Co., Ltd. on the benchmark date of September 30, 2021 in accordance with relevant laws and regulations, following the principles of independence, objectivity and impartiality and in accordance with necessary valuation procedures. The valuation report is summarized as follows:
1、 Valuation purpose: Nanji E-Commerce Co.Ltd(002127) intends to acquire the equity of baijiahao (Shanghai) Fashion Co., Ltd. therefore, it is necessary to evaluate the value of all shareholders’ equity of baijiahao (Shanghai) Fashion Co., Ltd. on the valuation base date to provide value reference.
2、 Valuation object and scope: the valuation object is the market value of all shareholders’ equity of baijiahao (Shanghai) Fashion Co., Ltd. on the valuation base date, and the valuation scope is the assets and liabilities declared by baijiahao (Shanghai) Fashion Co., Ltd. after audit on the valuation base date.
3、 Value type: market value.
4、 Valuation base date: September 30, 2021.
5、 Valuation method: asset based method.
6、 Valuation conclusion:
After valuation, on the valuation base date, on the premise of meeting the relevant assumptions listed in the valuation report, the value of all shareholders’ equity of baijiahao (Shanghai) Fashion Co., Ltd. is estimated to be -295311300 yuan, in words: RMB minus two hundred and ninety-five million three hundred and eleven thousand and three hundred only.
7、 Validity period of valuation conclusion: the validity period of valuation conclusion in this report is one year, i.e
Zhongshui Zhiyuan Assets Appraisal Co., Ltd
Effective from September 30, 2021 to September 29, 2022.
8、 Special matters affecting the valuation conclusion:
According to the decision of baijiahao’s executive director on December 17, 2021, the dividend payable to TBH Hong Kong Limited listed in the balance sheet on the benchmark date of September 30, 2021 was reversed and the dividend distribution was cancelled. After considering the influence of this factor, the value of all equity of baijiahao’s shareholders was estimated to be 324688700 yuan.
When using this valuation conclusion, users of the valuation report are reminded to pay attention to the valuation assumptions, restrictions, special matters and their impact on the valuation conclusion in the main body of the report, and give full consideration to it when using this report.
The above contents are extracted from the text of the valuation report. To understand the details of the valuation business and correctly understand the valuation conclusion, you should read the text of the valuation report.
Zhongshui Zhiyuan Assets Appraisal Co., Ltd
Nanji E-Commerce Co.Ltd(002127) proposed acquisition
Equity valuation project of baijiahao (Shanghai) Fashion Co., Ltd
Valuation Report
Zhongshui Zhiyuan ACR Zi [2021] No. 020094
text
Nanji E-Commerce Co.Ltd(002127) ：
Zhongshui Zhiyuan Assets Appraisal Co., Ltd. has accepted the entrustment of your company to appraise the market value of all shareholders’ equity of baijiahao (Shanghai) Fashion Co., Ltd. Nanji E-Commerce Co.Ltd(002127) involved in the planned acquisition of the equity of baijiahao (Shanghai) Fashion Co., Ltd. on the benchmark date of September 30, 2021 in accordance with relevant laws and regulations and using the asset-based method.
The valuation report is as follows: I. overview of the client, the appraised unit and other users of the valuation report
(i) Client
Company name: Nanji E-Commerce Co.Ltd(002127)
Company address: 8F, Huiying building, No. 388 Dunhuang Road, Shengze Town, Wujiang District, Suzhou City, Jiangsu Province
Legal representative: Zhang Yuxiang
Registered capital: 2454870400 yuan
Enterprise type: joint stock limited company (listed)
Unified social credit Code: 91320500714954842n
Date of establishment: July 12, 1999
Business scope: engaged in Internet retail and foreign trade; Foreign investment, investment management and consulting, enterprise management information consulting; E-commerce technical support and information consultation, business consultation and marketing planning; Conference services, brand design, brand management, public relations activity planning, culture and art exchange activity planning, corporate image planning, exhibition services, photography services, culture and education
Zhongshui Zhiyuan Assets Appraisal Co., Ltd
Information consultation; Shenzhen Agricultural Products Group Co.Ltd(000061) processing and sales; Development, transfer, consultation and service of network technology, information technology and textile technology; Quality management consulting and technical services; Knitwear and textiles, clothing, leather products, bags, shoes and hats, bedding, craft gifts, washing supplies, pet supplies, cosmetics, skin care supplies, photographic equipment, toys, audio equipment and equipment, labor protection supplies, metal products, furniture, household appliances, kitchen supplies, communication equipment, electronic products, water treatment and purification equipment, hardware and electricity, cultural and educational supplies Sales of office supplies, garment fabrics and garment accessories; Sales of prepackaged food (excluding refrigerated and frozen food); design, production, agency and release of various advertisements; software research and development. (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
（2） Overview of the appraised company
1. Industrial and commercial registration
Company name: baijiahao (Shanghai) Fashion Co., Ltd. (hereinafter referred to as “baijiahao”)
Unified social credit Code: 91310000765317085g
Address: floor 1, No. 1934, Donglu Road, China (Shanghai) pilot Free Trade Zone
Legal representative: Yu Zhongyu
Registered capital: USD 65.4 million
Company type: limited liability company (sole proprietorship of legal person from Hong Kong, Macao and Taiwan)
Date of establishment: July 30, 2004
Business term: July 30, 2004 to July 29, 2034
Business scope: general items: engaged in all kinds of clothing accessories, shoes and hats, daily necessities, cosmetics, socks, gloves, bags, leather products, textiles, clothing fabrics, clothing related accessories, watches Wholesale, import and export, commission agency (except auction) and retail of glasses (except contact lenses), gold and silver jewelry, jewelry (except rough diamonds and naked diamonds), handicrafts (except cultural relics, ivory and their products), wood products, hardware and electrical appliances, glass products, lamps, building decoration materials (except steel bars and cement) (limited to branches), online retail, catering service
Zhongshui Zhiyuan Assets Appraisal Co., Ltd
Business (limited to branch operations), garment entrusted processing, corporate image planning and consulting, convention and exhibition services, general cargo storage services (excluding projects requiring license and approval such as hazardous chemicals), China Road General cargo transportation agency (except waterway cargo transportation agency), and commercial standard agency. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
2. Historical evolution
Baijiahao was established with the approval of Zhabei District People’s Government of Shanghai Municipality in Zhafu [2004] No. 266, and the Shanghai Municipal People’s government issued the approval certificate of foreign-invested enterprise of the people’s Republic of China in shzhazzi [2004] No. 2364 on July 20, 2004, On July 30, 2004, it obtained the business license for enterprise legal person (Qi Du Hu Zong Zi No. 036464 (Zhabei)) issued by Shanghai Administration for Industry and commerce, which was invested and established by Korea baijiahao Co., Ltd. the initial equity structure is as follows:
When baijiahao was established, the equity structure was as follows:
Name of shareholder subscribed capital contribution (USD 10000) contribution proportion (%)
Korea baijiahaoshi Co., Ltd. 100.00100 00
On January 24, 2005, the board of directors of baijiahao passed the issue of increasing the registered capital of baijiahao by US $3.2 million, and the registered capital was increased from US $1 million to US $4.2 million. The change was approved by Zhabei District People’s government with zhafpi [2005] No. 209 reply. The equity structure after this change is as follows:
Name of shareholder subscribed capital contribution (USD 10000) contribution proportion (%)
Korea baijiahaoshi Co., Ltd. 420.00100.00 00
On November 17, 2006, the board of directors of baijiahao passed a resolution on increasing the registered capital of baijiahao, and the registered capital was increased from the original US $4.2 million to US $8.5 million. The change was approved by Shanghai Foreign Investment Working Committee with the reply of Hu Wai Wei Xie [2006] No. 5409. The capital of the capital increase was invested by Korea baijiahao Co., Ltd. in US dollars. The equity structure after this change is as follows:
Name of shareholder subscribed capital contribution (USD 10000) contribution proportion (%)
Korea baijiahaoshi Co., Ltd. 850.00100.00 00
Zhongshui Zhiyuan Assets Appraisal Co., Ltd
On August 27, 2008, Korea baijiahaoshi Co., Ltd. and TBH Global
Limited signed an equity transfer contract and transferred all its 100% equity of baijiahao to TBH Global Limited. After the equity transfer, TBH Global Limited held 100% equity of baijiahao. This change was approved by Shanghai Foreign Investment Working Committee with the approval of huwaiweipi [2008] No. 3226. The changed equity structure is as follows:
Name of shareholder subscribed amount (USD 10000) contribution proportion (%)
TBH GLOBAL LIMITED850. one hundred
On May 4, 2012, baijiahao held a shareholders’ meeting and adopted a shareholders’ resolution to increase the registered capital of baijiahao by US $24 million. The registered capital of US $24 million is fully invested in US dollars in cash. After this capital increase, the registered capital of baijiahao is US $32.5 million.
