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]

Core Viewpoint - The inquiry letter from the Shanghai Stock Exchange regarding the major asset sale and related party transactions of Wolong New Energy Group highlights the importance of thorough disclosure and valuation analysis for the transaction, particularly focusing on the operational performance and financial metrics of Shanghai Mining [1][2]. Group 1: Business Model and Operations - Shanghai Mining's primary profit model involves sourcing various grades of raw ore and processing them to meet the specifications required by large smelting plants, addressing supply capacity issues from small mines and traders [2][3]. - The company engages in both imported and domestic procurement of copper concentrate, with a structured payment process that includes credit letters and installment payments based on final quantity and quality confirmations [3][4]. Group 2: Financial Performance - For the first five months of 2025, Shanghai Mining reported revenues of 131,684.21 million yuan, with a net profit of 1,155.21 million yuan and a gross margin of 2.75% [5]. - The company’s gross margins over the past three years were 2.89%, 1.55%, and 4.60%, with net profits of 19.19 million yuan, 22.85 million yuan, and 55.18 million yuan respectively, indicating a trend of increasing profitability [6][8]. Group 3: Market Trends and Industry Analysis - The copper concentrate trade industry is characterized by a significant concentration of production in countries like Chile, Peru, and the Democratic Republic of the Congo, while refined copper production is predominantly in China [8][9]. - The international copper price and processing fees (TC/RC) are the main market factors influencing copper concentrate trading prices, with recent trends showing volatility due to geopolitical events and economic conditions [9][10]. Group 4: Future Projections - Future revenue projections for Shanghai Mining indicate a steady increase, with expected revenues of 273,000 million yuan in 2025, growing to 325,000 million yuan by 2029, alongside a gradual decline in gross margin to 1.96% by 2029 [18][24]. - The company anticipates a recovery in sales volume to pre-2024 levels, supported by established relationships with global suppliers and a favorable market environment for copper concentrate [16][19].

Core Viewpoint - Xinjiang Torch Gas Co., Ltd. is responding to the Shanghai Stock Exchange's inquiry regarding its acquisition of equity and related party transactions, emphasizing the evaluation methods and financial metrics used in the assessment of the target company, Yushan Litai [1][2]. Group 1: Acquisition and Valuation - The company received an inquiry letter from the Shanghai Stock Exchange on May 16, 2025, regarding the acquisition of Yushan Litai and related transactions [1]. - The valuation of Yushan Litai was conducted using both the income approach and the asset-based approach, with the income approach yielding a valuation of 129.46 million yuan and an appreciation rate of 203.20%, while the asset-based approach resulted in a valuation of 43.74 million yuan and an appreciation rate of 2.44% [1]. - The final transaction price was negotiated at 125 million yuan, although the evaluation process and basis were not disclosed [1]. Group 2: Financial Metrics and Projections - The evaluation process involved forecasting key parameters such as revenue, costs, expenses, net profit, and cash flows, with a focus on the future cash flow discounting method (DCF) [2][3]. - The forecast period for Yushan Litai's operations is set until 2030, with a stable profit level expected in the perpetual phase starting from 2031 [3]. - The weighted average cost of capital (WACC) was used as the discount rate, calculated based on the company's specific financial characteristics [3][4]. Group 3: Historical Performance and Future Outlook - Yushan Litai's historical revenue is derived from gas sales, installation services, and value-added services, with gas sales being the primary business [5][6]. - The company has experienced fluctuations in gas supply and sales due to changes in supply sources and market conditions, with a notable recovery in user numbers and consumption expected following the integration into the national pipeline network [6][7]. - Future sales volume is projected to increase due to the addition of new residential and commercial users, driven by lower gas costs and government initiatives [7][8]. Group 4: Cost and Profitability Analysis - The main costs associated with the gas business include natural gas procurement, depreciation, operational labor costs, and safety production expenses [8][9]. - The management anticipates maintaining a stable gross margin, with projections indicating a gradual increase in profitability over the forecast period [9][10]. - The installation business, which supports gas user acquisition, is expected to see growth due to the ongoing demand for new installations [10][11].

问题 1、2019 年，建金投资和华日升投资自愿追加承诺华日升 2019、2020 年业 绩承诺，自愿赔偿 2019、2020 年末华日升的资产减值损失，并对华日升 2020 年末计提坏账准备后的应收账款余额承担管理责任，若 24 个月内未实现回收， 需按其原持有华日升的股份比例以现金进行垫付（以下简称"应收账款垫付义 务"）。华日升 2019 年实现业绩承诺，2020 年未实现业绩承诺；2019 年末、2020 年末的华日升全部股东权益评估值分别为 88,850 万元和 82,960 万元，未发生减 值;2021 年末你公司对收购华日升形成的商誉计提减值准备 3.1 亿元，2022 年末 未计提商誉减值准备。本次公告显示，作为本次股权转让交易的一揽子计划， 你公司同意寰邦投资支付第一、二期股权转让款合计 8000 万元后，豁免建金投 资和华日升投资的应收账款垫付义务，并分期解锁建金投资和华日升投资持有 的股票。请你公司： 问询函回复 第 1 页 立信会计师事务所（特殊普通合伙） 关于对苏州苏大维格科技集团股份有限公司 关注函相关问题的回复 信会师函字[2023]第 ZA433 号 深圳证券交易所创业板公司管 ...