晶瑞电材回应发行股份购买资产审核问询：市场法评估作价具合理性

Core Viewpoint - Jingrui Electronic Materials Co., Ltd. (referred to as "Jingrui") has responded to the Shenzhen Stock Exchange's inquiry regarding its application for issuing shares to purchase assets, focusing on the assessment and valuation process to ensure fairness and protect the interests of the company and minority shareholders [1] Assessment Method Selection and Analysis - The transaction uses June 30, 2024, as the assessment reference date, employing both asset-based and market methods for valuation. The asset-based method values the target assets at 603.219 million yuan with a value increase rate of 9.11%, while the market method values them at 782 million yuan with a value increase rate of 41.45% [2] - The significant difference in valuation results arises from different perspectives; the asset-based method reflects the replacement value of existing assets, while the market method captures the current market valuation level [2] Reasonableness of Comparable Company Selection - Jingrui selected comparable companies based on industry, business model, and product type, ultimately identifying Jingrui, Jianghua Micro, and Glinda as comparables, validated through T-tests [3] - The selection of Jingrui as a comparable company is justified as it operates in the same industry with similar business structures and meets the prerequisites for market method application [3] Income Method Assessment Situation - In the previous capital increase, the target assets were assessed using the income method, valuing them at 409.4709 million yuan as of June 30, 2022. However, actual earnings did not meet forecasts due to long product validation cycles and high fixed costs [4] - The income method was not used in the current transaction due to high customer quality requirements and long validation periods, making future earnings difficult to predict [4] Market Method Assessment Detail Reasonableness - The market method assessment aligns with industry practices, and the value ratio adjustment coefficients are based on reasonable financial and non-financial indicators [5] - A non-liquidity discount rate of 39.32% was applied, which is within a reasonable range for the industry [5] Accuracy of R&D Personnel Ratio Calculation - The calculation of the R&D personnel ratio for the target assets is consistent with that of the listed company, ensuring accurate measurement data that reflects the actual situation of the target assets [6] Impact of Transaction Pricing on Company and Shareholder Rights - Since the assessment reference date, the target company's operating conditions have improved, with rapid revenue growth and reduced losses, achieving profitability in the first half of 2025 [8] - The transaction's issuance price exceeds the regulatory minimum and is reasonable compared to comparable market valuations, protecting the interests of the listed company and minority shareholders [8]