Securities code: 600810 stock abbreviation: Shenma Industry Co.Ltd(600810) Announcement No.: 2022-007 Shenma Industry Co.Ltd(600810)
With regard to the progress announcement on the introduction of investors by the wholly-owned subsidiary through capital increase, 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 assume individual and joint responsibilities for the authenticity, accuracy and completeness of its contents.
The company was posted on the website of Shanghai Stock Exchange www.sse.com on December 15, 2021 com. cn. The announcement of Shenma Industry Co.Ltd(600810) on introducing investors by way of capital increase by wholly-owned subsidiaries (Announcement No.: pro 2021-073) was disclosed. At present, the audit and evaluation of the target company Henan Shenma nylon Chemical Co., Ltd. (hereinafter referred to as “nylon chemical” or “target company”) have been completed, and the evaluation results have been confirmed by Henan SASAC, This transaction also needs to be approved by the state owned assets supervision and Administration Commission of Henan Province before going through industrial and commercial change and other procedures. The audit, evaluation and other related matters are disclosed as follows:
1、 Transaction overview
Henan Shenma nylon Chemical Co., Ltd. (hereinafter referred to as “nylon chemical”), a wholly-owned subsidiary of the company, plans to introduce investors in the form of non-public agreement capital increase. The capital increase party is Jinshi manufacturing transformation and upgrading new material Fund (limited partnership) (hereinafter referred to as “Jinshi fund”), and the capital increase amount is RMB 1.2 billion, After the capital increase, the proportion of equity of the target company held by Jinshi fund was 20.22%.
This capital increase transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies and relevant documents. The company agrees to waive the preemptive right for this capital increase transaction. According to the audit report (xksbz [2022] No. zb10004) issued by Lixin Certified Public Accountants (special general partnership) Henan Branch, as of October 31, 2021, the owner’s equity of Henan Shenma nylon Chemical Co., Ltd. was 3944.8762 million yuan. According to Zhonglian pingbao Zi [2022] No. 8 appraisal report on the value of all equity assets of shareholders of Henan Shenma nylon Chemical Co., Ltd. involved in the proposed capital increase and share expansion of Henan Shenma nylon Chemical Co., Ltd. (hereinafter referred to as the “appraisal report”) issued by Zhonglian asset appraisal group Co., Ltd., taking October 31, 2021 as the benchmark date, The assessed value of all shareholders’ equity of Henan Shenma nylon Chemical Co., Ltd. is 4734955500 yuan. Compared with the book value of 3944876200 yuan, the assessed value-added is 790079300 yuan, with a value-added rate of 20.03%.
According to the capital increase agreement of Henan Shenma nylon Chemical Co., Ltd. signed by the company, Henan Shenma nylon Chemical Co., Ltd. and Jinshi manufacturing transformation and upgrading new material Fund (limited partnership), Henan Shenma nylon Chemical Co., Ltd. increased capital and shares, On the basis of its existing registered capital of 2708711000 yuan (in words: two billion seven hundred and eight million seven hundred and eleven thousand yuan only), According to the appraisal results assessed by an independent appraisal institution with securities and futures qualification and filed by the competent authority (i.e. the appraisal report issued by Zhonglian pingbao Zi [2022] No. 8 issued by Zhonglian asset appraisal group Co., Ltd. with October 31, 2021 as the appraisal base date) The assessed value of all shareholders’ equity of Henan Shenma nylon Chemical Co., Ltd. (4734955500 yuan) in China will increase the corresponding amount of registered capital (hereinafter referred to as “new registered capital”), which will be subscribed by Jinshi manufacturing transformation and upgrading new material Fund (limited partnership). The actual total investment of Jinshi manufacturing transformation and upgrading new material Fund (limited partnership) is RMB 120 million (in words: RMB 1.2 billion), of which the part equal to the newly increased registered capital is included in the registered capital of Henan Shenma nylon Chemical Co., Ltd. after this capital increase and share expansion, The remaining part is included in the company’s capital reserve (hereinafter referred to as “capital increase and share expansion”). The newly increased registered capital is 686480200 yuan = 120000 * 270871.1/4734955500 yuan. After the capital increase, the registered capital of nylon chemical industry is changed from 2708711000 yuan to 3395191200 yuan. The shareholding ratio of Jinshi manufacturing transformation and upgrading new material Fund (limited partnership) in Henan Shenma nylon Chemical Co., Ltd. is 20.22% = 120000 / (120000 + 473495.55), The shareholding ratio of the company in Henan Shenma nylon Chemical Co., Ltd. is 79.78%.
2、 Audit of the subject company
According to the audit report (xksbz [2022] No. zb10004) issued by Henan Branch of Lixin Certified Public Accountants (special general partnership), the main financial data of the subject company in 2020 and January October 2021 are as follows (the data is the caliber of the consolidated statements of the subject company):
Unit: Yuan
Project October 31, 2021 December 31, 2020
Total assets 6549624710.78 7509444100.03
Total liabilities 2687367753.65 2421688260.70
Total owner’s equity attributable to the parent company 3862256957.13 5087755839.33
Total owner’s equity 3862256957.13 5087755839.33
Project from January to October 2021 to 2020
Operating income 5400816853.16 4414906761.43
Total profit 1196078297.88 266039498.81
Net profit 1066973489.28 235561445.88
3、 Evaluation of the target company
Zhonglian assets appraisal group Co., Ltd. appraised the equity of Henan Shenma nylon Chemical Co., Ltd. on the benchmark date of October 31, 2021.
The asset-based method and income method are used to evaluate the value of all shareholders’ equity of the target company, and the income method is selected as the final evaluation conclusion. A. Asset based appraisal conclusion
The book value of the assets is 6514899100 yuan, the assessed value is 7111584500 yuan, the assessed value-added is 596685400 yuan, and the appreciation rate is 9.16%.
The book value of liabilities is 257022900 yuan, the assessed value is 2555.2888 million yuan, the assessed impairment is 14734100 yuan, and the impairment rate is 0.57%.
The book value of net assets is 3944.8762 million yuan, the assessed value is 4556.2957 million yuan, and the assessed value-added is 611419500 yuan, with a value-added rate of 15.50%. See the following table for details:
Summary of assets appraisal results
Monetary unit: RMB 10000
Increase / decrease rate of project book value evaluation value% B C D = C-B e = D / b × 100%
1 current assets 390046.08 390844.32 798.24 0.20
2. Non current assets 261443.83 320314.13 58870.30 22.52
3 of which: long-term equity investment 44054.52 40387.19 -3667.33 -8.32
4 investment real estate —
5 fixed assets 174312.82 190204.82 15892.00 9.12
6 construction in progress 14700.34 14807.63 107.29 0.73
7 right to use assets 3610.48 —
8 intangible assets 20340.13 66881.13 46541.00 228.81
9. Deferred income tax assets 529.07 —
10 other non current assets 3860.86 —
11. Total assets 651489.91 711158.45 59668.54 9.16
12 current liabilities 251815.33 —
13 non current liabilities 5186.96 3713.55 -1473.41 -28.41
14 total liabilities 257002.29 255528.88 -1473.41 -0.57
15. Net assets (owner’s equity) 394487.62 455629.57 61141.95 15.50
B. Appraisal conclusion of income method
After the implementation of the evaluation procedures such as inventory and verification, on-site investigation, market investigation, evaluation and estimation, the discounted cash flow method (DCF) is used to evaluate the value of all equity of enterprise shareholders. The book value of nylon chemical’s net assets on the benchmark date of October 31, 2021 is 3944.8762 million yuan, the value of all shareholders’ equity after appraisal is 4734.9555 million yuan, the appraisal value-added is 790.0793 million yuan, and the appreciation rate is 20.03%.
C. Analysis of evaluation results and final evaluation conclusion
1. Difference analysis of evaluation results
The total equity value of shareholders obtained by the income method is 4734955500 yuan, which is 178659800 Yuan different from the total equity value of shareholders calculated by the asset-based method, with a difference rate of 3.92%. The main reasons for the difference between the two evaluation methods are:
(1) Asset based valuation takes the replacement cost of assets as the value standard, which reflects the social necessary labor consumed by asset investment (purchase and construction cost). This purchase and construction cost will usually change with the change of national economy;
(2) The income method takes the expected income of assets as the value standard, which reflects the operating capacity (profitability) of assets. This profitability will usually be affected by many conditions, such as macro-economy, government control and effective use of assets.
In conclusion, the two evaluation methods are different.
2. Selection of evaluation results
Asset based valuation takes the replacement cost of assets as the value standard, which reflects the social necessary labor consumed by asset investment (purchase and construction cost). This purchase and construction cost will usually change with the change of national economy; The income method not only considers the impact of book assets on the value of all shareholders’ equity, but also considers the impact of factors that cannot be considered by the asset-based method, such as enterprise brand, refined management and human resources, on the value of all shareholders’ equity. According to the industry and operating characteristics of nylon chemical, its main products have broad market demand prospects and a leading industry position. The evaluation results of income method can objectively and comprehensively reflect the value of all shareholders’ equity of nylon chemical.
Therefore, the income method is selected as the reference basis for this capital and share increase, and the evaluation value of all shareholders’ equity of nylon chemical at the time point of the benchmark date is 4734955500 yuan.
4、 Main contents of capital increase
(I) capital increase amount
Nylon chemical, a wholly-owned subsidiary of the company, plans to use non-public
