catalogue
Declare that 1 Summary 2. Asset appraisal report 3 I. overview of the client, the property right holder and other users of the asset appraisal report agreed in the asset appraisal entrustment contract 3
2、 Evaluation purpose 11 III. appraisal object and scope 11 IV. value type V. benchmark date of appraisal 13 VI. evaluation basis 13 VII. Evaluation method 15 VIII. Evaluation procedures 19 IX. appraisal assumptions 21 X. appraisal conclusion 21 Xi. Description of special matters 22 XII. Description of restrictions on the use of asset appraisal report 23 XIII. Date of assets appraisal report 24 list of attachments to the asset appraisal report twenty-five
website: http://www.caa —bj. com. cn. Tel: 01088395166 Fax: 01088395661 zip code: 100044 address: 13th floor, building B1, building 5, yard 9, Chegongzhuang street, Xicheng District, Beijing email: [email protected].
Statement
1、 The assets appraisal report is prepared in accordance with the basic standards for assets appraisal issued by the Ministry of Finance and the asset appraisal practice standards and professional ethics standards issued by China Assets Appraisal Association.
2、 The client or other users of the asset appraisal report shall use the asset appraisal report in accordance with the provisions of laws, administrative regulations and the scope of use specified in the asset appraisal report; If the client or other users of the asset appraisal report use the asset appraisal report in violation of the above provisions, the asset appraisal institution and the asset appraiser shall not be liable.
This asset appraisal report is only for the use of the client, other users of asset appraisal reports agreed in the asset appraisal entrustment contract and users of asset appraisal reports stipulated by laws and administrative regulations; In addition, no other institution or individual can become the user of the asset appraisal report.
The assets appraisal agency and appraisers remind the users of the assets appraisal report that they should correctly understand the appraisal conclusion. The appraisal conclusion is not equal to the realizable price of the appraisal object, and the appraisal conclusion should not be considered as a guarantee for the realizable price of the appraisal object.
3、 The asset appraisal institution and appraisers abide by laws, administrative regulations and asset appraisal standards, adhere to the principles of independence, objectivity and impartiality, and bear responsibility for the asset appraisal report issued according to law.
4、 The list of asset groups involved in the appraisal object shall be declared by the client and the property right holding unit and confirmed by signature, seal or other means 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.
5、 The assets appraisal institution and appraiser have no existing or expected interest relationship with the appraisal object in the assets appraisal report; There is no existing or expected interest relationship with the relevant parties, and there is no prejudice against the relevant parties.
6、 The asset appraiser has conducted on-site investigation on the appraisal object and the assets involved in the asset appraisal report; Necessary attention has been paid to the legal ownership of the appraisal object and the assets involved, the legal ownership data of the appraisal object and the assets involved have been checked, the problems found have been truthfully disclosed, and the client and other relevant parties have been requested to improve the property rights to meet the requirements of issuing the asset appraisal report.
7、 The analysis, judgment and results in the asset appraisal report issued by the asset appraisal institution are limited by the assumptions and restrictions in the asset appraisal report. The user of the asset appraisal report shall fully consider the assumptions, restrictions and special matters stated in the asset appraisal report and their impact on the appraisal conclusion.
website: http://www.caa —bj. com. cn. Tel: 01088395166 Fax: 01088395661 zip code: 100044 address: 13th floor, building B1, building 5, yard 9, Chegongzhuang street, Xicheng District, Beijing email: [email protected]. one
Henan Qingshuiyuan Technology Co.Ltd(300437) plans to merge Shaanxi ande Technology Industry Co., Ltd
The formed goodwill is involved in the impairment test
Recoverable amount of asset group
assets valuation statement
Abstract
Zhongtian huazi pingbao Zi (2022) No. 10142
Beijing zhongtianhua Assets Appraisal Co., Ltd. accepted the entrustment of Henan Qingshuiyuan Technology Co.Ltd(300437) to evaluate the recoverable amount of the asset group involved in the impairment test of the goodwill formed by Henan Qingshuiyuan Technology Co.Ltd(300437) merging Shaanxi ande Technology Industry Co., Ltd., so as to provide a reference basis for Henan Qingshuiyuan Technology Co.Ltd(300437) determining the recoverable amount of the asset group involved in the goodwill. According to the appraisal purpose, the appraisal object is the recoverable amount of the asset group involved in the goodwill of Shaanxi ande science and Technology Industry Co., Ltd. the scope of the appraisal is all the assets of the asset group involved in the goodwill of Shaanxi ande science and Technology Industry Co., Ltd. on the benchmark date. The specific scope of the appraisal is based on the asset group list and asset appraisal declaration form provided by Shaanxi ande science and Technology Industry Co., Ltd.
The benchmark date is December 31, 2021.
The value type of this appraisal is recoverable amount.
On the premise of continuous use and open market, combined with the actual situation of the appraisal object and comprehensively considering various influencing factors, this appraisal adopts the income method to evaluate the asset group involved in the goodwill of Shaanxi ande Technology Industry Co., Ltd., and finally determines the appraisal conclusion.
Based on the above appraisal work and the full realization of the appraisal premise and assumptions, the following appraisal conclusions are drawn:
The book value of the goodwill included in the asset group involved in the goodwill formed by the merger of Shaanxi ande Technology Industry Co., Ltd. is 806769 million yuan, the recoverable amount is 551287 million yuan, and the assessed impairment is 255482 million yuan.
When using the appraisal conclusion, the users of the report are specially reminded to pay attention to the special matters specified in the report and major matters in the future.
The appraisal conclusion of this report is valid for one year from the benchmark date, i.e. until December 30, 2022. If it is more than one year, it needs to be reassessed.
The above contents are extracted from the main body of the asset appraisal report. To understand the details of the appraisal business and correctly understand the appraisal conclusion, you should read the main body of the asset appraisal report.
website: http://www.caa —bj. com. cn. Tel: 01088395166 Fax: 01088395661 zip code: 100044 address: 13th floor, building B1, building 5, yard 9, Chegongzhuang street, Xicheng District, Beijing email: [email protected]. two
Henan Qingshuiyuan Technology Co.Ltd(300437) plans to merge Shaanxi ande Technology Industry Co., Ltd
The formed goodwill is involved in the impairment test
Recoverable amount of asset group
assets valuation statement
Zhongtian huazi pingbao Zi (2022) No. 10142
Henan Qingshuiyuan Technology Co.Ltd(300437) ：
Beijing zhongtianhua Assets Appraisal Co., Ltd. accepts your entrustment, abides by laws, administrative regulations and asset appraisal standards, performs necessary asset appraisal procedures according to the entrustment, and adopts the income method to the goodwill formed by Henan Qingshuiyuan Technology Co.Ltd(300437) merging Shaanxi ande Technology Industry Co., Ltd, For the purpose of impairment test, the recoverable amount of the asset group involved in determining its goodwill was evaluated on December 31, 2021.
The current assets appraisal report is as follows:
1、 Overview of the client, property right holder and users of other asset appraisal reports agreed in the asset appraisal entrustment contract
The client of the project is Henan Qingshuiyuan Technology Co.Ltd(300437) , and the property right holder is Shaanxi ande Technology Industry Co., Ltd. Users of the asset appraisal report include the client, other users of the asset appraisal report agreed in the asset appraisal entrustment contract and users of the asset appraisal report stipulated by national laws and regulations. In addition to the above, any third party receiving the report shall not be regarded as the user of the asset appraisal report, and the asset appraisal institution and asset appraiser shall not be liable for the losses caused by the misuse of the asset appraisal report by such third party.
(I) brief introduction of the client:
1. Name: Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as " Henan Qingshuiyuan Technology Co.Ltd(300437) ")
2. Stock Code: Henan Qingshuiyuan Technology Co.Ltd(300437)
3. Legal address: North of Zhengxing corn company, east of national highway 207, Fucheng Town, Jiyuan City, Henan Province
4. Legal representative: Wang Zhiqing
5. Registered capital: two hundred and eighteen million three hundred and twenty-one thousand nine hundred and sixty-five yuan only
6. Business scope: R & D, sales and technical services of water treatment chemicals and dosing system; Sales of methyl chloride and phosphite (operating hazardous chemicals without storage facilities); Research and development, technical service and technical consultation of water treatment technology and wastewater recycling technology; Design and construction of river regulation, comprehensive environmental treatment, soil remediation and landscaping; R & D, manufacturing, sales and installation of environmental protection equipment; Consultation, design and general contracting of environmental protection projects; Municipal engineering construction; Mechanical and electrical equipment installation works; R & D, engineering consultation, design and construction of solid waste recycling technology; Research and development, production and sales of membrane products; Engage in the import and export business of goods and technologies (except for the goods and technologies that shall be approved or prohibited from import and export according to national laws and regulations).
(II) brief introduction of property right holder:
website: http://www.caa —bj. com. cn. Tel: 01088395166 Fax: 01088395661 zip code: 100044
1. Enterprise Name: Shaanxi ande Technology Industry Co., Ltd. (hereinafter referred to as "ande technology")
2. Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
3. Unified social credit Code: 91610 Luoniushan Co.Ltd(000735) 3507223
4. Registered capital: RMB 53 million
5. Paid in capital: Fifty three million yuan only
6. Registered address: block L, 6 / F, western electric power business center, No. 66, Huzhu Road, Beilin District, Xi'an City, Shaanxi Province
7. Legal representative: Zhang Yimin
8. Business scope: R & D, production and sales of water stabilizer, oilfield auxiliaries, coal chemical auxiliaries and textile auxiliaries (excluding precursor, dangerous and monitored chemicals); Design, construction, commissioning and operation of environmental protection projects such as domestic and industrial sewage, industrial pure water and reclaimed water reuse; Boiler chemical cleaning and industrial equipment cleaning; Undertake professional technical services of power plant; Wholesale of sulfuric acid, hydrochloric acid, nitric acid and sodium hydroxide (without storage place); Sales of mechanical and electrical equipment, instruments and meters, chemical fertilizers and chemical products (except precursor, dangerous and monitored chemicals); Self support and agency of import and export business of various commodities and technologies (excluding commodities and technologies restricted or prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Enterprise profile:
(1) Historical evolution
1) Establishment of ande Technology
Ande technology was established on February 5, 2002 with a registered capital of 5 million yuan. It was invested and established by Zhang Yimin, Cha Ridong, Cui Zhishan, etc. the amount and proportion of each party's contribution are as follows:
No. shareholder name contribution method contribution amount (10000 yuan) contribution proportion (%)
1 Yimin currency 180.00 36.00
2 Zha RI Dong currency 160.00 32.00
3 Cui Zhishan currency 160.00 32.00
Total 500.00 100.00
The above capital contribution has been verified in the capital verification report (Xi'an Yongming certified public accountants Co., Ltd. (2002) No. 2032).
2) The first equity transfer of ande Technology
On June 3, 2003, the shareholders' meeting of ande technology made a resolution that Cui Zhishan transferred his equity of 1.6 million yuan of ande technology, accounting for 32.00% of the registered capital, to Zhang Yimin, and cha Ridong transferred his equity of 1.4 million yuan of ande technology, accounting for 28.00% of the registered capital, to Shangjie. After this equity transfer, the equity structure of the company is as follows:
No. shareholder name contribution method contribution amount (10000 yuan) contribution proportion（
