Securities code: Anhui Andeli Department Store Co.Ltd(603031) stock abbreviation: Anhui Andeli Department Store Co.Ltd(603031) No.: 2022027
Anhui Andeli Department Store Co.Ltd(603031)
Announcement on reply to inquiry letter of Shanghai Stock Exchange
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as ” Anhui Andeli Department Store Co.Ltd(603031) ,” company “or” listed company “)
On February 21, 2022, the company received the notice on Anhui Anhui Andeli Department Store Co.Ltd(603031) department store shares issued by Shanghai Stock Exchange
Inquiry letter on the information disclosure of the reorganization draft of the limited company (shgh [2022] No. 0129) (hereinafter referred to as “inquiry letter”)
For details, please refer to Anhui Anhui Andeli Department Store Co.Ltd(603031) Department Store Co., Ltd. disclosed on February 22, 2022
Announcement of the company on receiving the inquiry letter from Shanghai Stock Exchange (Announcement No.: 2022017). After receiving the inquiry letter, the company attached great importance to it and immediately organized relevant personnel to implement the relevant issues one by one. Now the reply to the relevant issues in the inquiry letter is as follows:
1、 The draft discloses that the company plans to purchase its 15% equity of Yajin technology from Ningbo Yafeng through its holding subsidiary Anfu energy in cash, with a transaction price of 1.35 billion yuan. In the early stage, the company took 24
It purchased 36% of the equity of Yajin technology held by Ningbo Yafeng for a consideration of 100 million yuan, which was completed on January 29, 2022
Transfer of ownership. The same appraisal report is adopted for the two transactions, with August 31, 2021 as the appraisal base date, Yajin
The assessed value of 100% equity of science and technology is 92357637 million yuan. However, the valuation of 100% equity of the target company converted at the final transaction price is much higher than that of the previous transaction. The company is requested to make supplementary disclosure: (1) whether the underlying company’s fundamentals have changed significantly since the previous acquisition, whether the original appraisal assumptions are still valid, and whether the conclusion of the original appraisal report adopted in this transaction is reasonable; (2) In combination with the above situation, explain the reasons and rationality of the inconsistent valuation of the underlying assets finally determined in the two transactions, and whether the acquisition price determined in this transaction is conducive to protecting the interests of listed companies and small and medium-sized investors. The financial consultant and appraiser are invited to express their opinions.
reply:
(I) since the previous acquisition, whether the underlying company’s fundamentals have changed significantly, whether the original appraisal assumptions are still valid, and whether the conclusion of the original appraisal report adopted in this transaction is reasonable
The core asset of the target company Yajin technology is the equity of Nanfu battery held by it. Nanfu battery is mainly engaged in the R & D, production and sales of batteries. Its main products include alkaline batteries, carbon batteries and other battery products, with alkaline batteries as the core.
From the date of issuance of the appraisal report to the date of issuance of this reply, the battery industry of the subject company has not changed significantly and adversely affecting the production and operation of the subject company; Nanfu battery has stable production and operation, good product sales, and no major changes affecting its production and operation or industry status; The management and core technical personnel of Yajin technology and Nanfu battery remain stable; The total assets and net assets of Yajin technology and Nanfu battery have not changed significantly, and their financial conditions are in good condition. Except for the litigation and freezing matters disclosed in the restructuring report (Draft), there are no other major litigation matters, and there are no major adverse changes in the fundamentals of the subject company.
The appraisal assumptions and changes in the appraisal report are as follows:
Assess whether there are significant changes in assumptions
1. General assumptions
① Transaction assumptions
The transaction assumption is that all assets to be evaluated are already in the process of transaction, and the appraiser will determine whether the assets to be evaluated are
The transaction conditions of the appraised assets shall be evaluated by simulating the market. Transaction assumption is the most basic premise for asset appraisal. ② Open market hypothesis the open market hypothesis refers to the assets assumed to be traded in the market or the assets to be traded in the market,
Both parties of asset transaction have equal status with each other and have the opportunity and time to obtain sufficient market information. No
So as to make rational judgment on the function, purpose and transaction price of assets. The open market hypothesis is based on the fact that assets can be bought and sold publicly in the market. ③ Asset going concern assumption
The assumption of continuous operation of assets refers to whether the appraised assets are used according to the current purpose and use
The formula, scale, frequency, environment and other conditions shall continue to be used, or be used on the basis of changes, and the evaluation methods, parameters and basis shall be determined accordingly.
2. Special assumptions
① The current appraisal assumes that the external economic environment remains unchanged on the benchmark date and the current national macro-economy does not change
Significant changes;
② The social and economic environment in which the enterprise is located and the tax, tax rate and other policies implemented have not changed significantly; yes
③ The future operation and management team of the enterprise shall be responsible and continue to maintain the existing operation and management mode; no
④ Whether the appraised assets are normal or not within the scope of predictable legal, economic and technical conditions
Reasonable and legal operation, use and maintenance;
⑤ Whether the accounting policies to be adopted by the appraised entity in the future and the accounting policies adopted in the preparation of this report
Basically consistent in important aspects; ⑥ The main business structure, revenue and cost composition and future business cost of the enterprise in the future operation period
The control and business model of the company are basically consistent with the forecast without major changes. Regardless of whether the future can
Profits and losses caused by changes in the main business conditions caused by changes in management, business strategy and business environment;
⑦ The current appraisal assumes whether the basic data and financial data provided by the client and the appraised unit are true and accurate
Accurate and complete;
⑧ All the assets in the current appraisal are based on the actual stock on the benchmark date of the appraisal, and whether the relevant assets are available or not
The market price is based on the effective price in China on the benchmark date;
⑨ The scope of the appraisal is only subject to the appraisal declaration form provided by the client and the appraised unit, and the entrustment or not is not considered
List of assets and liabilities that may exist or may exist other than those provided by the appraised unit;
⑩ The assets obtained by the appraised entity through lease can be continuously obtained and used in the form of lease; no
⑪ The cash flow of the appraised entity is uniform inflow and outflow; no
⑫ There are no other human force majeure and unforeseen factors that have caused significant adverse effects on the appraised unit
influence.
After verification, the assessment assumptions in the assessment report have not changed significantly except for the assumption that “there is no significant change in the implemented tax, tax rate and other policies”.
When the evaluation agency evaluated the target company, Nanfu battery has applied for a high-tech enterprise, but it has not been approved and publicized. Therefore, it is predicted according to the enterprise income tax rate of 25% at the time of evaluation. On February 21, 2022, the office of the national leading group for the recognition and management of high-tech enterprises issued the announcement on the filing of the first batch of high-tech enterprises recognized by Fujian Province in 2021. The certificate number of Nanfu battery is gr202135000347. After being recognized as a high-tech enterprise, the enterprise income tax rate of Nanfu battery will be reduced from 25% to 15%, The preferential income tax policy has a certain positive impact on the valuation of Yajin technology. Adopting the conclusion of the previous evaluation report as the bargaining basis of this transaction is conducive to protecting the interests of listed companies and is reasonable. To sum up, from the date of issuance of the appraisal report to the date of issuance of this reply, there has been no major adverse change in the fundamentals of the subject company; The assessment assumption that “there is no significant change in the implemented tax, tax rate and other policies” has a certain positive impact on the valuation. Adopting the conclusion of the previous assessment report as the bargaining basis of this transaction is conducive to protecting the interests of the listed company and is reasonable.
(II) in combination with the above circumstances, explain the reasons and rationality of the inconsistency in the valuation of the underlying assets finally determined in the two transactions, and whether the acquisition price determined in this transaction is conducive to protecting the interests of listed companies and small and medium-sized investors
The underlying assets of the two transactions of the listed company are the equity of Yajin technology, and the prices of the two transactions are based on the evaluation results of the evaluation report issued by Zhonglian Guoxin Guoxin pingbao Zi (2021) No. 293, which are determined by the transaction parties through negotiation. The evaluation and pricing of the two transactions are as follows:
Unit: 10000 yuan
The appraisal value of the discount proportion of the transaction price corresponding to all the acquired equity of Yajin technology, the subject of the project transaction
In the previous transaction, the 36% equity of Yajin technology was 923576373324874924000000 72.18%
1356099% of the equity of Yajin 1153000
Total 51% equity of Yajin technology 917693944680239137500000 80.12%
Note: the appraisal value of all equity of Yajin technology corresponding to this transaction has excluded the cash dividend of RMB 2 Fiyta Precision Technology Co.Ltd(000026) 00 after the benchmark date; The total evaluation value of all equity of Yajin technology is the weighted average of the evaluation values of two transactions.
According to the transfer agreement of 36% shares of Yajin technology signed by the listed company and Ningbo Yafeng, Ningbo Yafeng has agreed on the subsequent trading arrangements of the listed company in order to lock the listed company’s future acquisition of the remaining shares of Yajin technology. Therefore, on the basis of comprehensive consideration of subsequent Trading Arrangements and other factors, Ningbo Yafeng gave a large discount to the listed company in the pricing of the previous transaction. The discount ratio between the transaction price of the previous transaction and the assessed value is 72.18%, and the discount ratio between the transaction price of the two transactions and the assessed value is 80.12%. The specific reasons for the inconsistency between the two transaction prices are as follows:
1. In the previous transaction, one of the main demands of the counterparty Ningbo Yafeng was to quickly solve its own capital liquidity problem. Based on the consideration of completing the transaction as soon as possible, returning funds quickly and the expectation of subsequent transaction arrangements, Ningbo Yafeng agreed to give a certain degree of price discount to the listed company. Through the previous transaction, Ningbo Yafeng obtained 1.8 billion yuan in cash, Its short-term capital liquidity has been greatly improved; The acquisition of 15% equity of Yajin technology is an active transaction conducted by the listed company in order to further strengthen the stability of control over the target company. Therefore, the transaction price is based on the assessed value. After considering the cash dividends after the benchmark date, no large price discount is made, but the discount proportion of the two transactions is still large.
2. When zhonglianguoxin evaluated Yajin technology on the base date of August 31, 2021, the evaluation assumed that “there is no significant change in the implemented tax, tax rate and other policies”, which are predicted at the corporate income tax rate of 25%. On February 21, 2022, the office of the national leading group for the recognition and management of high-tech enterprises issued the announcement on the filing of the first batch of high-tech enterprises recognized by Fujian Province in 2021. The certificate number of the core asset Nanfu battery of the subject company is gr202135000347. After being recognized as a high-tech enterprise, the income tax rate of Nanfu battery will be reduced from 25% to 15%, The preferential income tax rate policy has a certain positive impact on the valuation of Yajin technology. After considering the impact of the change of income tax rate, this transaction also has a certain price allowance. Therefore, the transaction price is in line with the interests of the listed company.
In conclusion, it is reasonable that the purchase price of the underlying assets finally determined in the two transactions is inconsistent. The purchase price determined in this transaction does not harm the interests of the listed company and small and medium-sized investors. The comprehensive purchase price of the two transactions accounts for 80.12% of the corresponding equity evaluation value, which is conducive to protecting the interests of the listed company and small and medium-sized investors. (III) opinions of independent financial consultant
After verification, the independent financial advisor believes that: except that the fundamental aspects of the subject company have not changed significantly since the previous acquisition, other assumptions are still valid, and the conclusion of the original evaluation report adopted in this transaction is reasonable; The purchase price of the underlying assets finally determined in the two transactions is inconsistent, which is reasonable. The purchase price determined in this transaction does not damage the interests of listed companies and small and medium-sized investors. The comprehensive purchase price of the two transactions accounts for 80.12% of the corresponding equity evaluation value, which is conducive to protecting the interests of listed companies and small and medium-sized investors.
(IV) opinions of the appraisal institution
After verification, the appraisal institution believes that: there has been no significant adverse change in the fundamentals of the subject company since the previous acquisition. The original appraisal assumptions are still valid except that the enterprise income tax rate may change due to the certification of Nanfu battery as a high-tech enterprise. The conclusion of the original appraisal report adopted in this transaction is reasonable; The purchase price of the underlying assets finally determined in the two transactions is inconsistent, which is reasonable. The purchase price determined in this transaction does not damage the interests of listed companies and small and medium-sized investors. The comprehensive purchase price of the two transactions accounts for 80.12% of the corresponding equity evaluation value, which is conducive to protecting the interests of listed companies and small and medium-sized investors.
2、 The previous restructuring draft disclosed that after the completion of the previous transaction, Ningbo Yafeng has the right to require the company to meet specific conditions
