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宏创控股: 中联资产评估集团有限公司关于关于《山东宏创铝业控股股份有限公司关于关于山东宏创铝业控股股份有限公司发行股份购买资产申请的审核问询函(审核函〔2025〕130009号)之反馈意见回复》资产评估相关问题答复之核查意见(修订稿)
Zheng Quan Zhi Xing· 2025-09-03 16:08
Core Viewpoint - Shandong Hongchuang Aluminum Industry Holdings Co., Ltd. is responding to the Shenzhen Stock Exchange's inquiry regarding its asset purchase application, highlighting the valuation methods and results of its assets, which indicate significant appreciation in value. Asset Valuation Summary - The transaction employs both asset-based and income approaches for asset valuation, with the asset-based approach concluding a total equity value of 63.518 billion yuan, reflecting an appreciation of 20.778 billion yuan and a growth rate of 48.62% [1][2]. - The assessed assets include 43 subsidiaries, with 39 wholly-owned, 2 controlled, and 2 affiliated companies. Valuation for wholly-owned and controlling subsidiaries is based on net asset values multiplied by ownership percentages, while affiliated companies are valued based on their reported net assets [1][2]. - The primary sources of asset appreciation are inventory, fixed assets, construction in progress, and land use rights. Inventory valuation increases are attributed to profit considerations in semi-finished products, while fixed asset appreciation is due to rising replacement costs and longer economic lifespans compared to accounting depreciation [1][2][3]. - The transaction's price-to-earnings ratio is 3.49, lower than the industry average of 10.61 and comparable transaction average of 18.35, while the price-to-book ratio is 1.49, similar to the industry average of 1.52 [1][2]. Detailed Asset Assessment - The valuation of major asset categories under the asset-based approach shows significant increases, with total asset appreciation amounting to 19.81395 billion yuan, representing 95.36% of the total asset appreciation [1][2][3]. - Specific asset categories and their valuation methods include: - **Inventory**: Valued using replacement cost method, resulting in an increase of 800.49 million yuan [1][2][3]. - **Fixed Assets**: Valued using replacement cost method, leading to an increase of 6.7102857 billion yuan [1][2][3]. - **Land Use Rights**: Valued using market comparison and cost approach, resulting in an increase of 3.6277185 billion yuan [1][2][3]. - **Construction in Progress**: Valued considering reasonable financing costs, contributing to overall asset appreciation [1][2][3]. Subsidiary Performance - The subsidiaries engaged in electrolytic aluminum, alumina, and aluminum deep processing hold significant operational assets, leading to higher valuation increases compared to trading or under-construction subsidiaries [1][2][3]. - The top ten subsidiaries account for 89.21% of the total asset appreciation, with a combined increase of 18.536 billion yuan [1][2][3].
远达环保: 北京天健兴业资产评估有限公司关于《关于国家电投集团远达环保股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易申请的审核问询函的回复》之核查意见
Zheng Quan Zhi Xing· 2025-08-31 10:12
Core Viewpoint - The document discusses the review and response to the inquiry letter regarding the asset acquisition and fundraising application by State Power Investment Corporation's subsidiary, Yuanda Environmental Protection Co., Ltd. Group 1: Company Overview - Yuanda Environmental Protection Co., Ltd. is involved in the acquisition of assets and fundraising through share issuance and cash payment [1]. - The company is linked to State Power Investment Corporation, indicating a significant corporate relationship [1]. Group 2: Valuation Methods - The valuation methods for the assets of Wuling Power and Changzhou Hydropower differ, with Wuling Power opting for the asset-based approach and Changzhou Hydropower choosing the income approach [2]. - Various assessment methods were employed for fixed assets and intangible assets, highlighting the complexity of the valuation process [2][3]. Group 3: Financial Metrics - Wuling Power's important subsidiaries, Yujiang Power and Qingshui River Hydropower, contribute significantly to the company's financials, with asset totals of approximately 945.82 million and 922.75 million respectively [4]. - The financial ratios for Wuling Power show a price-to-earnings (P/E) ratio of 40.51 and a price-to-book (P/B) ratio of 1.73, while Changzhou Hydropower has a P/E ratio of 12.77 and a P/B ratio of 3.22 [4][6]. Group 4: Market Comparisons - The P/E and P/B ratios of Wuling Power and Changzhou Hydropower are compared to those of comparable listed companies, showing no significant differences in valuation metrics [6]. - The average P/B ratio for comparable companies is 2.20, while the average P/E ratio is 24.50, indicating that Wuling Power's P/B is below the average while its P/E is above the average when adjusted for asset impairment [6][7]. Group 5: Risk Analysis - The document emphasizes the need for further disclosure regarding the assessment methods and the identification of high-risk subsidiaries within the restructuring report [3][5]. - It also calls for a detailed analysis of the performance commitments and impairment compensation scope related to the transaction [3].
恒丰纸业发行股份购买资产进展:标的公司历史沿革与评估情况披露
Xin Lang Cai Jing· 2025-08-29 19:37
Core Viewpoint - The news discusses the detailed response from Ernst & Young Asset Appraisal (Shanghai) Co., Ltd. regarding the asset evaluation and related transactions of Mudanjiang Hengfeng Paper Co., Ltd. in the context of its share issuance for asset acquisition and related party transactions [1] Group 1: Company History and Changes - The target company, Jin Feng Paper, has a complex history involving multiple changes, including a court-ordered bankruptcy reorganization in 2012 and subsequent shareholder changes [2] - Jin Feng Paper completed its reorganization plan in 2016, but some overdue bank loan claims were not submitted for compensation during the reorganization [2] - In 2024, Jin Feng Paper acquired 100% equity of Henghua Thermal Power through a share transfer and merged with its subsidiaries, Jin Feng Innovation and Jin Feng Sibeike, in May [2] Group 2: Asset Evaluation Methods - The transaction utilized both asset-based and income approaches for evaluation, ultimately selecting the asset-based approach, resulting in a goodwill addition of 49.25 million yuan [3] - The asset-based evaluation value of the target company was 268.06 million yuan, with an appreciation of 196.04 million yuan, leading to an appreciation rate of 272.20% [3] - The evaluation of fixed assets and land use rights contributed significantly to the increase in value, with reasonable assessments based on local construction costs and comparable property prices [3] Group 3: Income Approach Evaluation - The income approach evaluation value for the target company was 279.50 million yuan, with an appreciation rate of 289.22% [4] - The forecast for product sales growth, particularly for PM2 and PM3 products, is deemed reasonable, with specific reasons for expected sales increases in 2025 and 2026 [4] - The assessment of sales prices, raw material costs, and operating expenses is aligned with market comparisons, indicating a low risk of underperformance in the forecast period [4] Group 4: Additional Disclosures - The response also addressed various matters such as accounts receivable, related party loans, and compliance with disclosure requirements, ensuring the transaction's legality and completeness of information [5]
恒丰纸业: 安永资产评估(上海)有限公司关于牡丹江恒丰纸业股份有限公司发行股份购买资产暨关联交易申请的审核问询函的回复
Zheng Quan Zhi Xing· 2025-08-29 15:11
Core Viewpoint - The document discusses the review and response to the inquiry regarding the asset acquisition and related transactions of Mudanjiang Hengfeng Paper Industry Co., Ltd, focusing on the historical evolution of the target company and the implications of its financial restructuring [1][2]. Historical Evolution of the Target Company - The target company underwent bankruptcy restructuring in 2012, involving the merger of Jin Feng Paper and its subsidiaries, with new shareholders introduced during the restructuring [1]. - The restructuring plan was completed in 2016, but some overdue bank loans were not claimed during the process [1]. - In 2024, Jin Feng Paper acquired 100% equity of Henghua Thermal Power through a share transfer and subsequently merged with its subsidiaries [1][2]. - The company also underwent a spin-off, transferring unrelated assets and historical losses to Shengyuan Paper [1][2]. Financial Data and Debt Management - The overdue bank loans are still within the statute of limitations, and creditors retain the right to claim under the restructuring plan [2]. - The financial data before and after the mergers and spin-offs, including the allocation of assets and liabilities, is crucial for understanding the company's financial health [2][3]. Debt-to-Equity Swap - The debt-to-equity swap by Zhujing Paper was necessary due to Jin Feng Paper's negative net assets and inability to repay debts [5]. - The swap is expected to enhance Jin Feng Paper's business prospects, with the company showing signs of recovery post-restructuring [5][6]. Valuation and Assessment - The asset valuation was conducted using the asset-based approach, resulting in a significant increase in asset value, particularly in fixed assets and land use rights [9][12]. - The assessment indicated a net asset increase of 19,603.72 million yuan, with a valuation increase rate of 272.20% [9][12]. - The valuation process considered various factors, including construction costs, market conditions, and the economic lifespan of the assets [12][19]. Legal and Compliance Considerations - The document emphasizes the need for independent financial advisors, lawyers, and accountants to verify the compliance and accuracy of the financial assessments and restructuring processes [3][9]. - The legal implications of the debt allocation during the spin-off and the potential risks associated with pre-spin-off debts are highlighted [4][5].
江苏汇鸿国际集团股份有限公司
Core Viewpoint - The company is undergoing a merger where Jiangsu Ningban will absorb Nanjing Ningban, with the evaluation of assets conducted using both asset-based and income methods, ultimately selecting the asset-based method for valuation due to its reflection of market value and cost of assets [1][2][29]. Group 1: Evaluation Methods - The asset-based method resulted in a valuation of 22,765.22 million RMB, reflecting the cost of asset replacement and the necessary labor involved in asset acquisition [2][6]. - The income method, while focusing on future profitability, showed a difference of 435.78 million RMB with a variance rate of 1.88% compared to the asset-based method [1][2]. Group 2: Merger Details - The actual net assets of Jiangsu Ningban were evaluated at 22,229.74 million RMB, while Nanjing Ningban's net assets were 14,877.57 million RMB [6][29]. - Post-merger, Jiangsu Ningban's registered capital will decrease from 22,090.4465 million RMB to 16,505.7330 million RMB, a reduction of 5,584.7135 million RMB [7][10]. Group 3: Shareholding Structure - After the merger, Jiangsu Youse will hold approximately 14.365% of Jiangsu Ningban, while Osaka Special Alloy will hold about 85.635% [7][12]. - The shareholding ratios were calculated based on the evaluation values of both companies and the adjustments made during the merger process [12][24]. Group 4: Transaction Impact - The merger is expected to optimize the organizational structure, reduce management costs, and improve operational efficiency, aligning with the company's development needs [29][31]. - The transaction will not introduce new related parties or transactions, ensuring compliance with legal and regulatory requirements [31][32]. Group 5: Approval Process - The independent directors and the board of directors have reviewed and approved the merger proposal, confirming that it does not constitute a major asset restructuring as per regulations [32][36]. - The merger agreement and related transactions have been deemed fair and beneficial for the company's future business development [34][35].
南京化纤: 江苏华信资产评估有限公司关于南京化纤股份有限公司重大资产置换、发行股份及支付现金购买资产并募集配套资金的审核问询函中资产评估相关问题回复核查意见
Zheng Quan Zhi Xing· 2025-08-27 16:41
Core Viewpoint - The article discusses the review and response to the Shanghai Stock Exchange's inquiry regarding Nanjing Chemical Fiber Co., Ltd.'s major asset swap, issuance of shares, cash purchase of assets, and related party transactions, highlighting the evaluation of assets and the implications of property irregularities on the transaction. Group 1: Asset Evaluation and Compliance - Nanjing Chemical Fiber received an inquiry from the Shanghai Stock Exchange regarding its major asset swap and related transactions on July 8, 2025 [1] - Jiangsu Huaxin Asset Appraisal Co., Ltd. conducted a thorough analysis of the inquiry and provided responses regarding the compliance and evaluation of the assets involved [1][2] - The inquiry raised concerns about the historical background and reasons for irregularities in the land and property at No. 329 Mochou Road, including discrepancies between registered and actual usage [2][3] Group 2: Financial Impact and Dependency - The financial impact of the leased properties on Nanjing Gongyi's revenue, gross profit, total profit, and net profit was questioned, along with the company's dependency on rental income [2] - The inquiry also sought clarification on whether the issuing authority of the relevant certificates was legitimate and the potential implications for land transfer fees and taxes on the transaction's pricing and valuation [2][3] Group 3: Asset Disposal and Valuation - The report indicated that the listed company had negative net profits for the last three years, with impairment provisions totaling 32.6 million yuan, 77.3 million yuan, and 266.2 million yuan respectively [5] - The proposed asset disposal was evaluated using the asset-based approach, with a book value of 557.4 million yuan and an appraisal value of 729.3 million yuan, primarily due to the appreciation of land use rights [5][6] - The significant difference in valuation methods was attributed to the continuous losses and inability to predict future earnings accurately, leading to the selection of the asset-based method over the income approach [27][28] Group 4: Market Conditions and Performance - Shanghai Yueke's main business involves the manufacturing of PET structural core materials, which have seen a decline in performance due to changes in the wind power market and increased competition [11][12] - The company's financial performance has deteriorated since 2020, with total assets decreasing from 334.2 million yuan in 2020 to 157.2 million yuan in 2024, and net profits showing a continuous decline [12][13] - The article highlights that the decline in the wind power market and the exit of national subsidies have significantly impacted the sales and profitability of PET structural core materials [15][16]
南京商旅: 南京商旅:北方亚事资产评估有限责任公司关于上海证券交易所《关于南京商贸旅游股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易申请的审核问询函》之回复
Zheng Quan Zhi Xing· 2025-07-28 16:50
Core Viewpoint - The company, Nanjing Commercial Tourism Co., Ltd., is undergoing a significant asset acquisition and evaluation process, with the asset-based method yielding a valuation of 221.59 million yuan and a substantial appreciation rate of 201.97% [1][2][3] Group 1: Asset Evaluation - The asset-based method valuation is 221.59 million yuan, with an appreciation rate of 201.97%, while the income method valuation is 303.36 million yuan, with an appreciation rate of 193.54% [1][2] - The asset-based method was chosen as the final evaluation method due to the volatility of income projections influenced by market conditions, making it more reflective of the company's actual market value [6][7] - The evaluation process revealed a decrease in the valuation of the hotel building due to declining material prices and reduced remaining useful life, leading to a downward adjustment of approximately 22.71 million yuan [3][4] Group 2: Financial Performance - The company has shown a historical trend of profitability, with net profits in recent years, except for losses in 2019 and 2022 due to external factors [13][14] - The projected revenue for 2025 is expected to stabilize, with the company actively seeking new business opportunities, including partnerships with local dining brands and service contracts [5][19] - The hotel occupancy rate for 2024 is projected at 81.32%, significantly higher than the average occupancy rate of 65.90% for four-star hotels in Nanjing [19][20] Group 3: Market Environment - The hotel industry is anticipated to benefit from a recovering economy and supportive government policies aimed at boosting cultural and tourism consumption [16][20] - The overall tourism market is expected to grow, with a projected compound annual growth rate (CAGR) of approximately 8.23% from 2025 to 2033 [17] - The company is positioned to leverage its location advantages and enhance service quality to meet the increasing demand for high-quality accommodations [18][19]
宏创控股: 中联资产评估集团有限公司关于《山东宏创铝业控股股份有限公司关于关于山东宏创铝业控股股份有限公司发行股份购买资产申请的审核问询函(审核函〔2025〕130009号)之反馈意见回复》资产评估相关问题答复之核查意见
Zheng Quan Zhi Xing· 2025-07-21 13:21
Core Viewpoint - Shandong Hongchuang Aluminum Industry Holdings Co., Ltd. is undergoing an asset evaluation process for a share issuance to acquire assets, with a focus on the asset-based and income approaches for valuation, resulting in a significant increase in asset value [1][2]. Asset Evaluation Summary - The asset-based approach and income approach were used for the evaluation, with the asset-based approach concluding a total equity value of 63.518 billion yuan, an increase of 20.778 billion yuan, representing a growth rate of 48.62% [1][2]. - The evaluation identified 43 subsidiaries, with 39 wholly-owned, 2 controlled, and 2 affiliated companies, and assessed their net asset values based on ownership percentages [1][3]. - The primary sources of asset value increase were identified as inventory, fixed assets, construction in progress, and land use rights, with specific reasons for inventory valuation increases linked to profit considerations in semi-finished products [1][7]. Financial Metrics - The price-to-earnings (P/E) ratio for the target assets was reported at 3.49 times, significantly lower than the industry average of 10.61 times and comparable transaction average of 18.35 times; the price-to-book (P/B) ratio was 1.49 times, which is comparable to the industry average of 1.52 times [2][3]. Evaluation Methodology - The evaluation of inventory was based on the replacement cost method, with specific methodologies applied to different asset categories, including fixed assets and land use rights [8][10]. - Fixed assets were evaluated using the replacement cost method, with increases attributed to the economic lifespan exceeding accounting depreciation periods and rising construction costs [10][14]. - Land use rights were evaluated using market comparison, benchmark land price adjustment, and cost approach methods, reflecting an increase in value due to improved investment environments and infrastructure development in the region [24][25]. Specific Asset Increases - The total net asset evaluation increase was reported at 20.778 billion yuan, with significant contributions from fixed assets, land use rights, inventory, and construction in progress, accounting for 95.36% of the total increase [8][9]. - Specific increases included: - Inventory: 800 million yuan increase, 2.30% growth rate - Fixed assets: 6.71 billion yuan increase, 26.16% growth rate - Equipment: 8.68 billion yuan increase, 59.23% growth rate - Land use rights: 3.63 billion yuan increase, 65.83% growth rate [9][10][23].
至正股份: 中联资产评估咨询(上海)有限公司关于重组问询函资产评估相关问题回复之核查意见(修订稿)
Zheng Quan Zhi Xing· 2025-06-20 14:25
Core Viewpoint - The asset evaluation of Shenzhen Zhizheng High Polymer Materials Co., Ltd. indicates a significant increase in valuation compared to 2020, with a market-based valuation of 3.526 billion yuan, reflecting an 18.88% appreciation in value [1][2][10]. Evaluation Methodology - The market approach was selected for valuation, yielding a result of 35.26 billion yuan, while the asset-based approach provided a valuation of 30.85 billion yuan, resulting in a 4.03% appreciation [1][2][6]. - The evaluation process involved selecting comparable companies from a pool of 79, ultimately narrowing it down to three based on business structure and operational models [1][2][3]. - The exclusion of Korean HDS from the comparable companies was due to differences in production distribution and major customer structures [1][2][3]. Market Environment and Company Performance - The global semiconductor market has seen significant growth, with sales reaching 526.8 billion USD in 2023, projected to exceed 620 billion USD in 2024 [10][11]. - AAMI, as a leading supplier in the wire frame industry, has expanded its market presence, ranking fourth globally in 2024, benefiting from domestic substitution and the dual circulation strategy [8][10]. - The company's revenue structure is heavily reliant on high-end applications in automotive, computing, and communication sectors, which are expected to drive future growth [8][10]. Financial Performance - AAMI's main business revenue has shown substantial growth from 194.5 million yuan in 2020 to 255.7 million yuan in 2021, with a net profit increase from 14.8 million yuan to 25.7 million yuan in the same period [12]. - The company has achieved cumulative net profits of approximately 6.29 billion yuan from 2021 to September 2024, indicating a strong operational performance [12][10]. Comparable Company Analysis - The final selection of comparable companies included Changhua Technology, Shunde Industrial, and Kangqiang Electronics, based on their revenue structure and market share [17][18]. - The analysis of customer structure revealed that AAMI's revenue from the Chinese mainland is significant, positioning it favorably against its peers [17][18]. - The product structure analysis confirmed that AAMI's dual production capabilities in stamping and etching align with industry trends towards high precision and miniaturization [17][18].
上海物贸: 上海晶通化轻发展有限公司拟将其持有的上海危险化学品交易市场经营管理有限公司28%股权协议转让给上海晶通化学品有限公司所涉及的上海危险化学品交易市场经营管理有限公司股东全部权益价值资产评估报告
Zheng Quan Zhi Xing· 2025-06-09 10:23
Core Viewpoint - Shanghai Jingtong Chemical Development Co., Ltd. plans to transfer its 28% stake in Shanghai Hazardous Chemicals Trading Market Management Co., Ltd. to Shanghai Jingtong Chemical Co., Ltd. The asset valuation report assesses the total equity value of the shareholders involved in this transaction [1][3][4]. Group 1: Transaction Overview - The transaction involves the transfer of a 28% stake in Shanghai Hazardous Chemicals Trading Market Management Co., Ltd. from Shanghai Jingtong Chemical Development Co., Ltd. to Shanghai Jingtong Chemical Co., Ltd. [3][4]. - The purpose of the valuation is to facilitate the equity transfer agreement [3][12]. Group 2: Valuation Details - The valuation report was prepared according to the basic principles of asset valuation issued by the Ministry of Finance and the professional standards set by the China Asset Appraisal Association [1][2]. - The assessed total asset value of Shanghai Hazardous Chemicals Trading Market Management Co., Ltd. as of December 31, 2024, is 15,250,295.22 CNY, with a total liability value of 3,652,930.05 CNY, resulting in a total equity value of 11,597,365.17 CNY [4][10]. - The valuation method used is the asset-based approach, which is deemed appropriate given the clarity of asset ownership and the completeness of financial data [19][20]. Group 3: Financial Performance - The audited net asset value as of December 31, 2024, is reported at 11,299,485.19 CNY, with an assessed increase of 365.17 CNY, reflecting a growth rate of 1.99% [4][10]. - The company has shown fluctuating financial performance, with total assets reported at 14,952,415.24 CNY and total liabilities at 3,652,930.05 CNY for the assessment date [10][14]. Group 4: Company Background - Shanghai Hazardous Chemicals Trading Market Management Co., Ltd. was established in December 2002, with a registered capital of 7 million CNY, primarily providing market management services for chemical raw materials and products [8][9]. - The company operates from a leased office space in Shanghai, with a rental agreement effective from July 1, 2024, to June 30, 2025, at an annual rent of 5,950,348.08 CNY [9][15].