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淮河能源: 安徽中联国信资产评估有限责任公司关于对上海证券交易所《关于淮河能源(集团)股份有限公司发行股份及支付现金购买资产暨关联交易申请的审核问询函》的回复之专项核查意见

Core Viewpoint - The company is undergoing a significant asset acquisition and cash payment transaction, which is subject to regulatory scrutiny and evaluation methods to determine the fair value of the assets involved [1][2]. Group 1: Evaluation Methods - The evaluation of the power group's total equity was conducted using both the asset-based approach and the income approach, with the asset-based approach ultimately selected due to its alignment with industry practices [2][3]. - The asset-based approach yielded a valuation of 1,309,532.87 million yuan, while the income approach provided a close estimate of 1,319,700.00 million yuan, resulting in a difference rate of 0.78% [4][5]. - The asset-based approach is deemed more appropriate for capital-intensive industries like power generation, as it accurately reflects the market value of assets while considering depreciation and maintenance costs [5][6]. Group 2: Company Background and Financial Data - The power group has been actively involved in the coal-electricity integration model since 2005, establishing multiple power plants and partnerships with major energy companies [8][9]. - Recent policies from the national level have supported the development of coal-electricity integration projects, emphasizing the importance of such models for energy stability and efficiency [8][9]. - Financial data for the subsidiary companies indicate varying performance, with total assets and liabilities reflecting the operational scale and market conditions affecting revenue and profitability [11][12][13][14][15][16][17][18][19]. Group 3: Subsidiary Performance - Subsidiary companies like Huaihe Coal Power and Fengtai New Energy have shown fluctuations in financial performance, with total assets and liabilities reflecting their operational challenges and market conditions [11][12][13][14][15][16]. - The financial performance of subsidiaries such as Wanan Maanshan and Wanan Tongling has improved due to cost management and market price adjustments, leading to a recovery in profitability [14][15][16]. - The overall strategy of the power group focuses on expanding its clean energy portfolio while maintaining its core coal power operations, aligning with national energy policies [8][9][18].