Huaan Securities Co.Ltd(600909)
about
Reply of Anhui Andeli Department Store Co.Ltd(603031) on inquiry letter to Shanghai Stock Exchange
of
Verification opinions
Independent financial advisor
Date of signature: March, 2002
Shanghai Stock Exchange:
Huaan Securities Co.Ltd(600909) as the independent financial adviser of Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as ” Anhui Andeli Department Store Co.Ltd(603031) ” or “listed company” or “company”) for the purchase of major assets, We have checked the relevant issues involved in the inquiry letter on information disclosure of Anhui Andeli Department Store Co.Ltd(603031) reorganization draft (szgh [2022] No. 0129) (hereinafter referred to as the “inquiry letter”) issued by your office on February 21, 2022, and now reply the verification results as follows.
Unless otherwise specified, the words or abbreviations mentioned in this verification opinion have the same meaning as the words or abbreviations defined in “interpretation” in Anhui Andeli Department Store Co.Ltd(603031) major asset purchase and related party report (Draft) (Revised).
In this verification opinion, if there is any difference in the mantissa between the sum of the total and the sub item values, it is caused by rounding.
catalogue
catalogue 2. Question 1 3. Question 2 6. Question 3 8. Question 4 13 v. question 5 fifteen
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 purchased 36% of the equity of Yajin technology held by Ningbo Yafeng at a consideration of 2.4 billion yuan, and completed the transfer on January 29, 2022. The same appraisal report is adopted for the two transactions. Taking August 31, 2021 as the appraisal base date, the appraisal value of 100% equity of Yajin 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 verification opinion, the battery industry in which the subject company is located has not changed, which has a significant adverse impact on 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 hypothesis transaction hypothesis is to assume that all assets to be evaluated are already in the process of transaction, and the appraiser evaluates according to the simulated market such as the transaction conditions of the assets to be evaluated. Transaction assumption is the most basic premise for asset appraisal.
② Open market assumption no
The open market hypothesis refers to the assets that are supposed to be traded in the market, or the assets to be traded in the market
Both parties to the transaction have equal status with each other and have the opportunity and time to obtain sufficient market information, so as to make rational judgment on the function, purpose and transaction price of the asset. 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 asset going concern assumption refers to the assumption that the assets to be appraised need to be continuously used according to the current purpose and mode of use, scale, frequency, environment and other conditions, or used on the basis of changes, and the appraisal methods, parameters and basis should 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 significantly;
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 The appraised assets are in normal, reasonable and legal operation, use and maintenance conditions within the scope of predictable legal, economic and technical conditions;
⑤ Whether the accounting policies to be adopted by the appraised entity in the future and the accounting policies adopted when preparing this report are correct
Basically consistent in important aspects; ⑥ The main business structure, income and cost composition, cost control and business model of the future business of the enterprise in the future operation period are basically consistent with the forecast without major changes. Do not consider the profit and loss caused by the change of main business conditions caused by the change of management, business strategy and business environment in the future; ⑦ The current appraisal assumes that the basic data and financial data provided by the client and the appraised unit are true, accurate and complete; ⑧ All assets in this appraisal are based on the actual stock on the benchmark date, and the current market price of relevant assets is based on the effective price of China on the benchmark date; ⑨ The appraisal scope is only subject to the appraisal declaration form provided by the client and the appraised unit, and does not consider whether the client and the appraised unit provide contingent assets and contingent liabilities that may exist outside the list;
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 a significant adverse impact on the appraised unit. Are they
Ring.
After verification, there is no significant change in the assessment assumptions in the assessment report 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 verification opinion, the fundamentals of the subject company have not changed
Significant adverse changes; 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 that the listed company did not make a large price discount after taking the initiative to promote the red issue in order to further strengthen the stability of the control of the target company, but the discount ratio 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 consultant believes that: since the previous acquisition, there has been no significant adverse change in the fundamentals of the subject company, 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, and the conclusion of the original appraisal report is reasonable for this transaction; 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 request Anhui Andeli Department Store Co.Ltd(603031) when certain conditions are met
