友阿股份发行股份购买资产评估答复：市场法评估合理性与估值差异解析

Core Viewpoint - The asset evaluation conducted by Beijing Zhongqi Hua Asset Appraisal Co., Ltd. for Hunan Friendship Apollo Commercial Co., Ltd. revealed a significant discrepancy between the market valuation of 1.757 billion yuan and historical valuations, raising market concerns [1] Evaluation Method Selection and Rationality - The evaluation utilized market and asset-based methods, with the market method yielding a valuation of 1.757 billion yuan, which is considered more reflective of overall enterprise value compared to the asset-based method [2] - The income method was not used due to the high uncertainty in future cash flow predictions, which do not meet the stability requirements of this method [2] - The market method was deemed suitable due to the availability of comparable listed companies and relevant information, providing a more comprehensive reflection of enterprise value [2] - The valuation increase rate of the assessed assets is lower than the industry average, indicating a cautious approach that protects the interests of the listed company [2] Comparability of Selected Companies - The selected comparable companies share similarities in operational models, product types, production capacity, application fields, and business structures, despite some differences in asset and income scales [3] - The adjustments made in the market method evaluation were based on five dimensions: asset management scale, profitability, growth ability, risk management ability, and operational ratios, with reasonable and quantifiable criteria [3] - Objective differences between the comparable companies and the assessed assets were adequately considered, ensuring that financial data reflects these differences [3] Valuation Discrepancy and Pricing Fairness - The significant valuation difference from historical values is attributed to a decline in the target company's operating performance, a downward shift in industry valuation, and liquidity discounts, which are deemed reasonable [4] - The pricing of the transaction is considered fair based on market comparables and aligns with industry pricing rules, with no significant adverse changes in the target company's operating conditions post-evaluation [4] - The independent financial advisor and appraisers confirmed that there were no significant changes affecting the valuation after the evaluation date, supporting the rationality and prudence of the selected evaluation methods [4]