On March 4, Anhui Andeli Department Store Co.Ltd(603031) ( Anhui Andeli Department Store Co.Ltd(603031) . SH) said in its reply to the inquiry letter of Shanghai stock exchange that it was reasonable that the purchase prices of the underlying assets finally determined in the two transactions were inconsistent. The purchase prices determined in this transaction did not harm the interests of listed companies and small and medium-sized investors. The comprehensive purchase prices of the two transactions accounted for 80.12% of the corresponding equity evaluation value, It is conducive to protecting the interests of listed companies and small and medium-sized investors.
It is understood that in September 2021, Anhui Andeli Department Store Co.Ltd(603031) acquired 36% equity of Yajin technology at a price of 2.4 billion yuan; On February 9, 2022, Anhui Andeli Department Store Co.Ltd(603031) acquired 15% equity of Yajin technology for the second time. The price of this transaction was 1.35 billion yuan. The valuation of Yajin technology corresponding to the previous two transactions was inconsistent. In this regard, the Shanghai Stock Exchange issued an inquiry letter asking for supplementary explanations on the matter.
In the reply letter, Anhui Andeli Department Store Co.Ltd(603031) also said that the two transactions comply with the relevant provisions on package transactions in the accounting standards, that is, the 36% equity transfer price of Yajin technology alone is not economical for Ningbo Yafeng, but the comprehensive consideration of the two transaction prices is more economical for both parties.
As of the closing on March 4, Anhui Andeli Department Store Co.Ltd(603031) closed at 42.12 yuan / share, down 1.13%.
replied that there was a large discount in the previous transaction
According to the reply letter, the core asset of the subject company Yajin technology is its equity of Nanfu battery. 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 August 2021 to now, there has been no change in the battery industry of Yajin technology that has a significant adverse impact on its production and operation; 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, the financial condition is good, and the fundamentals have not changed significantly.
On February 21, 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 in Fujian Province in 2021. The certificate number of Nanfu battery is gr202135000347. After being recognized as a high-tech enterprise, the income tax rate of Nanfu battery enterprise was reduced from 25% to 15%.
Anhui Andeli Department Store Co.Ltd(603031) believes that the preferential income tax policy has a certain positive impact on the valuation of Yajin technology. It is reasonable to adopt the conclusion of the previous evaluation report as the bargaining basis of this transaction, which is conducive to protecting the interests of listed companies.
In addition, according to the agreement on the transfer of 36% shares of Yajin technology, Ningbo Yafeng has agreed on Anhui Andeli Department Store Co.Ltd(603031) subsequent transaction arrangements in order to lock in Anhui Andeli Department Store Co.Ltd(603031) future acquisition of its remaining shares of Yajin technology. Therefore, based on comprehensive consideration of subsequent transaction arrangements and other factors, Ningbo Yafeng gave Anhui Andeli Department Store Co.Ltd(603031) large discount 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%P align = “center” Image Source: Announcement screenshot
Anhui Andeli Department Store Co.Ltd(603031) said that 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 has obtained 1.8 billion yuan in cash, and its short-term capital liquidity has been greatly improved.
The acquisition of 15% equity of Yajin technology is a transaction initiated by Anhui Andeli Department Store Co.Ltd(603031) in order to further strengthen the stability of control over the target company. Therefore, the transaction price is based on the assessed value, and no large price discount is made after considering the cash dividends after the benchmark date, but the discount ratio of the two transactions is still large.
two transactions constitute a package deal
In the reply letter, Anhui Andeli Department Store Co.Ltd(603031) acknowledged that this transaction and the previous major asset restructuring constitute a package deal. After the completion of the transaction, as of August 31, 2021, the consolidated balance sheet of the listed company will form goodwill of RMB 2.835 billion, accounting for 384.87% of the net assets of the Listed Company attributable to the parent company in the pro forma statement, which is in line with the relevant provisions of the accounting standards.
Specifically, according to the agreement on the transfer of 36% shares of Yajin technology, Ningbo Yafeng has the right to require Anhui Andeli Department Store Co.Ltd(603031) further purchase the remaining equity of Yajin technology after the transaction is completed. In addition, Ningbo Yafeng also irrevocably entrusted Anhui Andeli Department Store Co.Ltd(603031) to exercise the voting rights corresponding to its 15% equity of Yajin technology, that is, subsequent transactions have been considered in the previous transaction.
In addition, Anhui Andeli Department Store Co.Ltd(603031) the commercial results of the two transactions are to obtain the control of Yajin technology and then the control of Nanfu battery. This purchase of 15% equity of Yajin technology is based on the completion of the previous purchase of 36% equity of Yajin technology. After the completion of the previous transaction, the listed company has obtained 51% of the voting rights of Yajin technology, of which 15% of the voting rights are entrusted by the voting rights of the equity of Yajin technology held by Ningbo Yafeng. In order to control the target company for a long time and stably, the listed company needs to further increase the equity of the target company directly held by the listed company.
Therefore, Anhui Andeli Department Store Co.Ltd(603031) believes that this transaction and the previous major asset restructuring meet multiple conditions for judging the package deal, such as these transactions are concluded at the same time or in consideration of mutual influence; These transactions as a whole can achieve a complete business result; The occurrence of one transaction depends on the occurrence of at least one other transaction.
In addition, in terms of goodwill calculation, when Anhui Andeli Department Store Co.Ltd(603031) last acquired 36% equity of Yajin technology, the purchase price was 2.4 billion yuan. Before acquiring 36% equity of Yajin technology, Yajin technology announced to issue cash dividends of 200 million yuan, the fair value of identifiable net assets was 595 million yuan, and the part exceeding the fair value was recognized as goodwill of 1.733 billion yuan. When the fair value of Yajin’s equity was 1.302 billion yuan, the total recognized goodwill of Yajin’s equity was 1.502 billion yuan, and the net identifiable value of the two transactions was 1.502 billion yuanP align = “center” Image Source: Announcement screenshot
In response, the accountant in the reply letter believed that the specific calculation basis of the amount of goodwill formed by Anhui Andeli Department Store Co.Ltd(603031) the reorganization was reasonable; This transaction and the previous major asset reorganization of the company constitute a package deal, which has sufficient judgment basis, and the calculation of goodwill amount complies with the relevant provisions of accounting standards.
