安宁股份: 信永中和会计师事务所（特殊普通合伙）关于《对四川安宁铁钛股份有限公司重大资产购买的问询函》的回复

Core Viewpoint - The company is responding to an inquiry regarding a significant asset purchase, detailing the rationale for using simulated financial statements and the adjustments made to reflect the financial status post-restructuring [1][2][3]. Group 1: Reasons for Using Simulated Financial Statements - The company plans to pay a restructuring investment of CNY 650,768.80 million to participate in the substantive merger and restructuring of related enterprises [1]. - The simulated financial statements are necessary to understand the asset-liability situation of the target company after restructuring and to assess its equity value as of March 31, 2025 [1][2]. - The simulated financial statements are also the basis for preparing the consolidated financial statements for the year [2]. Group 2: Differences Between Simulated and Original Financial Statements - The simulated financial statements are based on the audited original financial statements for the first quarter of 2025 and the year 2024, adjusted for the impacts of the restructuring plan [3][4]. - Key differences include adjustments in current assets, liabilities, and equity, reflecting the restructuring's financial implications [4][5][6]. - The simulated financial statements accurately reflect the financial status and operational results under the assumed conditions [3][4]. Group 3: Asset Transfer and Separation Process - The company has completed the necessary approval procedures for the asset transfer and separation of ten companies held through proxy [9][10]. - The asset transfer involves direct transfer of the equity of the ten proxy companies, with their corresponding assets and liabilities being transferred along with the equity [10][11]. - The ownership of the assets is clear, and the business operations are independent and complete after the separation [12][13]. Group 4: Accounting Treatment of Asset Transfer - The equity investments in the ten proxy companies have been derecognized and accounted for as other receivables, with the expected realizable disposal gains reflected in the financial statements [13][14]. - The transfer of equity has been confirmed, and the company has received the transfer payment, completing the separation process [14]. - The restructuring and asset transfer do not affect the evaluation results or the transaction pricing [13][14].