Beijing zhongqihua Assets Appraisal Co., Ltd
about
Beijing Hualian Hypermarket Co.Ltd(600361)
Special verification opinions on matters related to the “face change” of performance before the major asset reorganization or the proposed acquisition of assets in this reorganization
Asset appraisal institution
Beijing zhongqihua Assets Appraisal Co., Ltd
December, 2001
Beijing zhongqihua Asset Appraisal Co., Ltd. (hereinafter referred to as “asset appraisal institution”) is entrusted by Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as ” Beijing Hualian Hypermarket Co.Ltd(600361) “, “listed company” or “company”) to act as the asset appraisal institution for this Beijing Hualian Hypermarket Co.Ltd(600361) major asset replacement and issuance of shares to purchase assets and raise matching funds and related party transactions (hereinafter referred to as “this transaction”). In accordance with the relevant requirements of the verification requirements for abnormal performance or proposed assets of listed companies before reorganization issued in the guidelines for the application of regulatory rules – listing class No. 1 issued by the China Securities Regulatory Commission in July 2020, special verification shall be conducted on relevant matters of listed companies and clear special verification opinions shall be issued.
Unless otherwise specified, the abbreviation and interpretation quoted in this special verification opinion are the same as those in the report on Beijing Hualian Hypermarket Co.Ltd(600361) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft).
1、 The valuation of the proposed assets, whether the relevant valuation methods, valuation assumptions and valuation parameter forecasts are reasonable, whether they are in line with the actual operation of the assets, and whether necessary decision-making procedures are performed
(I) appraisal of the assets to be purchased
The appraisal institution has appraised all the assets and liabilities of Beijing Hualian Hypermarket Co.Ltd(600361) involved in the transfer of all the assets and liabilities held by Beijing Hualian Hypermarket Co.Ltd(600361) to Beijing Hualian Group Investment Holding Co., Ltd. or its designated third party, and issued the asset appraisal report of zhongqihua pingbao Zi (2021) No. 6290.
The assets to be acquired are appraised with the asset-based method. The appraisal results are as follows:
Beijing Hualian Hypermarket Co.Ltd(600361) the book value of the total assets on the benchmark date is 6592.966 million yuan, the appraisal value is 6373.9243 million yuan, the impairment amount is 219.0417 million yuan, and the impairment rate is 3.32%; The book value of total liabilities is 4090569100 yuan, and the assessed value is 4090569100 yuan, with no increase or decrease in assessed value;
The book value of net assets is 2502396900 yuan, the assessed value is 2283355200 yuan, the impairment amount is 219041700 yuan, and the impairment rate is 8.75%.
Summary of asset based appraisal results
Benchmark date: September 30, 2021 monetary unit: RMB 10000
Appreciation rate of book value evaluation value of the project%
A B C=B-A D=C/A × one hundred
1、 Current assets 296324.31 —
2、 Non current assets 362972.29 341068.12 -21904.17 -6.03
Including: long-term equity investment 279465.41 250965.59 -28499.82 -10.20
Fixed assets 8518.57 16155.67 7637.10 89.65
Intangible assets 3199.53 2632.29 -567.24 -17.73
Other non current capital 71788.78 71314.57 -474.21 -0.66
Total assets 659296.60 637392.43 -21904.17 -3.32
3、 Current liabilities 351737.16 —
4、 Non current liabilities 57319.75 —
Total liabilities 409056.91 —
Net assets 250239.69 228335.52 -21904.17 -8.75
(II) the appraisal methods, assumptions and parameters of the proposed assets appraisal are reasonable and in line with the actual operation of the assets
1. Rationality of evaluation method
According to the provisions of the code of practice for asset appraisal – enterprise value, when carrying out enterprise value appraisal business, the applicability of the three basic methods of income method, market method and asset-based method shall be analyzed and the appraisal method shall be selected according to the appraisal purpose, appraisal object, value type and data collection. Where different appraisal methods are suitable for enterprise value appraisal, asset appraisal professionals shall adopt more than two appraisal methods. According to the appraisal purpose, appraisal object, value type, data collection and other relevant conditions, as well as the applicable conditions of the three basic appraisal methods, the appraisers understand the current business situation of Beijing Hualian Hypermarket Co.Ltd(600361) . The main business of Beijing Hualian Hypermarket Co.Ltd(600361) is supermarket retail, headquartered in Xicheng District, Beijing, involving chain retail supermarkets across the country. In recent years, with the rapid development of China’s economy, the retail market has developed well. However, the sudden emergence of covid-19 pneumonia has brought a huge impact on the traditional supermarket retail industry, resulting in the rapid development of new online businesses such as e-commerce and community group purchase, which has brought severe challenges to the supermarket retail industry, and its competition has become increasingly fierce. At present, the development of the traditional supermarket retail industry is facing great uncertainty.
Through the interview with the management of the property right holding unit, the appraiser also believes that the industry of the property right holding unit is in a major transformation period, the traditional business model is difficult to maintain, but no new business model or business model has been found at present, and there are great risks in the future transformation. Based on the above analysis, the management of the property right holding unit is unable to provide future profit forecast data, and the appraiser does not have the conditions to separately predict future income. Therefore, this income method appraisal does not have the actual conditions.
The precondition of adopting the market method is that there is a mature, fair and active open market with sufficient market data and comparable trading cases in the open market. All assets and liabilities of Beijing Hualian Hypermarket Co.Ltd(600361) are not the value of all shareholders’ equity of Beijing Hualian Hypermarket Co.Ltd(600361) . At present, there are few comparable cases of the same or similar transactions with the object of property right holding unit. Therefore, the market method is not applicable to this appraisal.
Through the above analysis, the asset-based method is selected for this appraisal.
2. Evaluate the reasonableness of assumptions
(1) General assumptions
1) Enterprise going concern assumption
The assumption of continuous operation of the enterprise is that the enterprise will continue to operate according to the actual situation of the assets on the benchmark date, and the appraised assets will continue to be used according to the current purpose and mode of use.
2) Transaction assumptions
The transaction assumption is to assume that all assets to be appraised are already in the process of transaction, and the appraiser will conduct valuation according to the simulated market such as the transaction conditions of the assets to be appraised. Transaction assumption is the most basic premise for asset appraisal.
3) Open market hypothesis
The open market hypothesis assumes that for the assets traded in the market or the assets to be traded in the market, both parties to the asset transaction have equal status with each other and have the opportunity and time to obtain sufficient market information, so as to make rational judgments on the function, purpose and transaction price of the assets. The open market hypothesis is based on the fact that assets can be bought and sold publicly in the market.
(2) Special assumptions
1) Assuming that there is no significant change in the current relevant national laws, regulations and policies and the national macroeconomic situation, and there is no significant change in the political, economic and social environment of the region where the parties to this transaction are located.
2) It is assumed that the interest rate, exchange rate, tax benchmark, tax rate, policy collection fee and other evaluation benchmark related to the property right holding unit will not change significantly after the evaluation benchmark date.
3) It is assumed that after the benchmark date, the management of the property right holding unit is responsible, stable and capable of taking its position.
4) It is assumed that there are no force majeure and unforeseen factors that have a significant adverse impact on the property right holder after the benchmark date.
5) It is assumed that the accounting policies adopted by the property right holder after the benchmark date are consistent with those adopted in the preparation of this asset appraisal report in important aspects.
6) It is assumed that after the benchmark date, the business scope and mode of the property right holding unit are consistent with the current one on the basis of the existing management mode and management level.
7) It is assumed that the products sold by the property right holder are within the scope of their qualification, and there will be no major quality defects or major litigation in the future.
8) Most of the houses and buildings used by the property right holding units are leased. This appraisal assumes that the above lease can be renewed after expiration, and there will be no significant impact on the company’s production and operation due to the change of office space.
9) This appraisal does not consider the possible mortgage, guarantee, litigation and other matters in the future, as well as the impact of the additional price that may be paid by special transaction methods on the appraisal conclusion.
10) Unless otherwise stated, it is assumed that the company fully complies with all relevant laws and regulations.
3. Rationality of evaluation parameters
The selection of evaluation parameters should be based on all kinds of information obtained. The information collected in this appraisal includes the enterprise’s own asset status information, financial status information, business status information, etc; The channels for obtaining information include on-site investigation, market investigation, materials provided by the client and relevant parties, materials of professional institutions and information accumulated by the evaluation institution; The asset appraiser analyzes and judges the adequacy and reliability of the information obtained according to the relevant requirements of the evaluation elements such as the evaluation purpose, value type, evaluation method and evaluation hypothesis. On this basis, the selection of evaluation parameters is reasonable and in line with the actual operation of the joint venture.
4. Perform necessary decision-making procedures
The appraisal conclusion has been deliberated and approved by the board of directors of the listed company, and the independent directors have expressed independent opinions on the independence of the appraisal institution, the rationality of the premise of the appraisal hypothesis, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing. The listed company plans to submit the relevant contents to the general meeting of shareholders of the company for deliberation item by item, and is performing the necessary decision-making procedures.
(III) verification opinions of the appraisal institution
To sum up, the asset appraisal institution believes that the valuation of the proposed assets and the prediction of relevant appraisal methods, assumptions and parameters are reasonable and in line with the actual operation of the assets. The appraisal conclusion is undergoing the necessary deliberation and decision-making procedures.
