南京化纤重大资产重组问询函回复:土地房产无需补缴出让金 置出资产估值增值30.84%

Core Viewpoint - Nanjing Chemical Fiber Co., Ltd. is undergoing a significant asset swap and capital raising process, with responses from the evaluation agency addressing key issues related to asset compliance, valuation methods, and transitional profit and loss arrangements [1] Group 1: Asset Compliance and Valuation - The land and property at No. 329 Mochou Road, Nanjing, do not require additional land transfer fees as confirmed by local government authorities, ensuring no impact on the transaction's pricing and valuation [2] - The evaluation of the divested assets shows a book value of 557.38 million yuan and an assessed value of 729.27 million yuan, resulting in a 30.84% increase primarily due to the appreciation of land use rights in Nanjing [3] Group 2: Transitional Profit and Loss Arrangements - The transitional profit and loss during the period from the assessment date to the delivery date will be shared, with Nanjing Chemical Fiber bearing 40% and the new company assuming 60%, which is favorable for protecting minority investors [3] - The assessment differences for the divested assets are justified by changes in industry policies, with a shift from a revenue-based valuation method to an asset-based approach reflecting the actual operating conditions [3] Group 3: Asset Evaluation Methodology - The chosen asset-based valuation method for the incoming assets is deemed more stable, with a final assessed value of 1.6066757 billion yuan, as it accurately reflects the characteristics of fixed asset investments [4] - Rental income from the property is projected to grow at an annual rate of 1.5% from 2036 to 2054, based on historical rental growth rates and local GDP growth, which is considered reasonable [4] Group 4: Valuation Trends and Regulatory Compliance - The assessed values of Nanjing Craft have shown a decreasing growth rate over three evaluations, aligning with the logical changes in asset values due to fluctuations in intangible assets, inventory, and fixed assets [5] - The evaluation methods and parameters used have been confirmed to comply with regulatory requirements, which is beneficial for protecting the interests of minority investors [5]