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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
Xin Lang Cai Jing· 2025-09-26 13:00
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]
武汉控股: 武汉三镇实业控股股份有限公司董事会关于评估机构的独立性、评估假设前提的合理性、评估方法与评估目的的相关性及评估定价公允性的说明
Zheng Quan Zhi Xing· 2025-09-04 16:29
Core Viewpoint - The company is planning to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds for this transaction [1][2] Group 1: Independence of the Evaluation Agency - The evaluation agency, Hubei Zhonglian Asset Appraisal Co., Ltd., and its evaluators have no other relationships with the company, the counterparty, or the target company, apart from business relations, ensuring their independence [1] Group 2: Reasonableness of Evaluation Assumptions - The assumptions in the asset evaluation report comply with national regulations and market practices, reflecting the actual situation of the evaluated assets, thus deemed reasonable [1] Group 3: Relevance of Evaluation Methods and Objectives - The scope of assets evaluated by the agency aligns with the commissioned evaluation scope, and the agency followed principles of independence, objectivity, scientific rigor, and fairness in its evaluation process, using reliable reference data and methods [1] Group 4: Fairness of Evaluation Pricing - The transaction price of the target assets is based on the evaluation results from the asset appraisal report, which complies with the Securities Law and has been filed with the relevant state-owned assets authority, confirming the fairness of the transaction price [2]
佛塑科技: 中联国际房地产土地资产评估咨询(广东)有限公司关于佛山佛塑科技集团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申请的审核问询函回复之专项核查意见
Zheng Quan Zhi Xing· 2025-09-02 16:26
Core Viewpoint - Foshan Fushuo Technology Group Co., Ltd. is undergoing a share issuance to acquire assets and raise supporting funds, with a focus on the valuation of land use rights and intangible assets, indicating significant potential for asset appreciation and investment opportunities [1][2]. Group 1: Asset Valuation - The asset-based valuation method indicates an increase in intangible assets by 328 million yuan, with a growth rate of 210%, including land use rights and other intangible assets [1]. - The land use rights have a book value of 152.08 million yuan and an assessed value of 221.49 million yuan, resulting in an appreciation of 69.41 million yuan, or 45.64% [2]. - The total book value of land use rights for the company and its subsidiaries is 307.24 million yuan, with an assessed value of 443.68 million yuan, leading to an appreciation of 136.44 million yuan, or 44.41% [2]. Group 2: Valuation Methodology - The valuation employs both the asset-based method and the income method, with the asset-based method's results serving as the pricing basis [1]. - The assessment process for land use rights includes consideration of market conditions, recent land transaction prices, and the rationale behind the valuation parameters [2][5]. - The market comparison method was utilized, with specific comparable cases selected based on similar use, scale, and development level, ensuring the reliability of the valuation [6][7]. Group 3: Future Performance and Market Conditions - The company is required to disclose the rationale for the valuation results based on the stability of future earnings, industry cycles, and expected changes in terminal demand [2]. - The assessment also considers the competitive landscape and technological changes within the industry, which may impact the valuation and future performance of the assets [2].
远达环保重组评估细节披露:五凌电力与长洲水电评估方法及相关情况解析
Xin Lang Cai Jing· 2025-08-31 10:44
Core Viewpoint - Beijing Tianjian Xingye Asset Appraisal Co., Ltd. provided a detailed response to the Shanghai Stock Exchange's inquiry regarding the National Power Investment Group's acquisition of assets and related transactions, addressing evaluation methods and comparable company selection for Wuling Power and Changzhou Hydropower [1][2]. Evaluation Methods and Comparable Company Selection - Wuling Power identified important subsidiaries based on the "No. 26 Format Guidelines," with Yuanjiang Power and Qingshui River Hydropower contributing over 20% to the latest audited indicators [2]. - Wuling Power's price-to-book ratio is 1.73 times lower than the average, while its price-to-earnings ratio is 40.51 times (37.13 times after excluding pre-restructuring asset impairment) [2]. - Changzhou Hydropower's price-to-book ratio is 3.22 times (1.94 times after excluding capital reduction) and its price-to-earnings ratio is 12.77 times, both below the average [2]. - The evaluation methods for subsidiaries vary, with Wuling Power's hydropower subsidiaries primarily using the asset-based approach, while Changzhou Hydropower's wind power subsidiaries use the market approach [2][3]. Financial Analysis and Asset Valuation - Wuling Power's receivables include accounts receivable from the State Grid Hunan Electric Power Co., Ltd., which have been fully collected, and other receivables with low recovery risk [3]. - Fixed and intangible assets have appreciated due to the valuation of buildings, equipment, land use rights, and patents, with the valuation methods deemed appropriate [3][5]. - The evaluation of subsidiaries shows that the asset-based approach yields significant appreciation, while the income approach is used for stable historical operations [3][4]. Revenue and Risk Assessment - The revenue method's parameters for Changzhou Hydropower's hydropower business are based on reasonable historical data, with no expected risks in electricity prices or consumption [4]. - The evaluation of the solar business considers subsidy periods and reasonable utilization hours, ensuring no consumption risks are anticipated [4]. - The assessment of receivables indicates good recoverability, with sufficient provisions for bad debts [5].
德创环保: 宁波甬德环境发展有限公司拟收购股权涉及的绍兴华鑫环保科技有限公司 股东全部权益价值评估项目资产评估报告(坤元评报〔2025〕773 号)
Zheng Quan Zhi Xing· 2025-08-27 16:41
Core Viewpoint - Ningbo Yongde Environmental Development Co., Ltd. plans to acquire equity in Shaoxing Huaxin Environmental Technology Co., Ltd., necessitating an assessment of the total equity value of Huaxin Environmental [1][2]. Group 1: Assessment Overview - The assessment is based on the basic principles of asset evaluation published by the Ministry of Finance and the professional standards set by the China Asset Appraisal Association [1]. - The purpose of the assessment is to provide a reference for the total equity value of Huaxin Environmental in relation to the acquisition [2][3]. - The assessment date is set for June 30, 2025, and the assessed value is determined using the asset-based method and income method [2][6]. Group 2: Financial Data - The assessed value of Huaxin Environmental's total equity is approximately 169.28 million yuan, representing an increase of 7.72 million yuan or a growth rate of 4.78% compared to the book value of 161.56 million yuan [2]. - As of June 30, 2025, the total assets and liabilities of Huaxin Environmental are reported as 189.41 million yuan and 27.85 million yuan, respectively [3][4]. Group 3: Company Background - Huaxin Environmental was established on June 21, 2005, with an initial registered capital of 1.5 million yuan, which has increased to 30 million yuan as of the assessment date [3][4]. - The company specializes in the treatment and disposal of hazardous waste, holding various operational licenses, including those for industrial hazardous waste and medical waste [3][4]. Group 4: Asset Evaluation Methodology - The asset-based method is used to evaluate the total equity value, focusing on the balance sheet's assets and liabilities [6][9]. - The income method is also applicable due to the predictability of future earnings and the ability to estimate the corresponding discount rate [6][11]. - The assessment includes both recorded and unrecorded assets, such as patents and office equipment, which are factored into the overall valuation [4][10].
招商轮船: 招商轮船关于购置自用办公物业的关联交易公告
Zheng Quan Zhi Xing· 2025-08-27 16:40
Core Viewpoint - The company plans to acquire 100% equity of Taiziwan Real Estate from China Merchants Shekou for 715.518 million RMB to obtain the entire ownership of the China Merchants Jiyu Building as self-use office property [1][2][3] Transaction Overview - The transaction price is based on an asset appraisal report by Guozhonglian, with the assessed value of the property being 715.518 million RMB as of December 31, 2024 [1][2][10] - The transaction constitutes a related party transaction as both the company and China Merchants Shekou are controlled by China Merchants Group [1][2][3] Financial Details - Taiziwan Real Estate has a net debt of approximately 200 million RMB as of the announcement date [2] - The assessed value of Taiziwan Real Estate shows an increase of 57.95011 million RMB compared to its book value, resulting in an appreciation rate of 426.05% [10][12] Property Details - The core asset involved in the transaction is the China Merchants Jiyu Building, located in Nanshan District, with a total area of 33,120.26 square meters [5][8] - The property has a land use period of 50 years, starting from August 8, 2016 [5] Assessment Methodology - The valuation was conducted using both the income approach and the asset-based approach, with the asset-based approach being deemed more suitable for this transaction [9][12] - The asset-based approach yielded a valuation of 715.518 million RMB, while the income approach yielded a lower valuation of 566.8114 million RMB [10][12] Purpose and Necessity of the Transaction - The acquisition aims to address the company's office space needs due to rapid growth, with employee numbers expected to reach 500 in the near future [15][16] - The company seeks to centralize its office operations to enhance efficiency and improve its corporate image [15][16] Approval Process - The transaction requires approval from the shareholders' meeting, with related parties abstaining from voting [17][18] - The board of directors has already reviewed and approved the transaction, with independent directors supporting the decision [17][18]
招商轮船: 招商局蛇口工业区控股股份有限公司拟进行股权转让所涉及的深圳市太子湾商储公司股东全部权益价值资产评估报告
Zheng Quan Zhi Xing· 2025-08-27 16:40
Group 1 - The report is based on the Chinese asset evaluation standards and pertains to the equity transfer involving Shenzhen Taiziwan Commercial and Residential Property Co., Ltd. [1] - The valuation report is prepared by Guozhonglian Asset Evaluation and Land Real Estate Appraisal Co., Ltd. [1] - The report is dated April 25, 2025, indicating a future assessment timeline for the involved parties [1] Group 2 - The contact information for the evaluation agency includes an address in Shenzhen, a website, and a phone number for verification purposes [1] - The report is identified with the reference number Guozhonglian Evaluation Report No. (2025) 3-0115, indicating its official status [1]
松芝股份: 厦门金龙汽车空调有限公司股东全部权益价值资产评估报告
Zheng Quan Zhi Xing· 2025-08-27 14:16
Core Viewpoint - Shanghai Jialeng Songzhi Automotive Air Conditioning Co., Ltd. plans to acquire 50% equity of Xiamen Jinlong Automotive Air Conditioning Co., Ltd. held by Yongrun Trading Co., Ltd. The asset valuation report indicates a significant increase in the value of the target company, with a market value assessment conducted as of June 30, 2025 [5][6]. Group 1: Company Overview - The client for the asset valuation is Shanghai Jialeng Songzhi Automotive Air Conditioning Co., Ltd., a publicly listed company with a registered capital of 6,285.816 million RMB [11]. - The target company, Xiamen Jinlong Automotive Air Conditioning Co., Ltd., was established on June 29, 2005, with a registered capital of 42 million RMB, focusing on the production and sales of automotive air conditioning and related components [11][14]. Group 2: Valuation Details - The valuation purpose is for a proposed equity acquisition, with the assessment date set for June 30, 2025. The valuation encompasses all assets and liabilities of Xiamen Jinlong Automotive Air Conditioning Co., Ltd. [5][17]. - The assessed market value of Xiamen Jinlong Automotive Air Conditioning Co., Ltd. shows an increase of 66.2904 million RMB, representing a growth rate of 53.41% [6][17]. Group 3: Financial Performance - As of the assessment date, the total assets of Xiamen Jinlong Automotive Air Conditioning Co., Ltd. amount to 255.443 million RMB, with total liabilities of 131.333 million RMB, resulting in total equity of 124.1096 million RMB [6][17]. - The company's revenue for the year 2023 was 123.5803 million RMB, with a net profit of 82.371 million RMB. Projections for 2024 and the first half of 2025 indicate continued growth in revenue and profitability [13][14].
海航控股: 中威正信(北京)资产评估有限公司关于对上海证券交易所《关于对海南航空控股股份有限公司重大资产购买草案的问询函》 的回复
Zheng Quan Zhi Xing· 2025-08-27 11:24
Core Viewpoint - The response from Zhongwei Zhengxin (Beijing) Asset Appraisal Co., Ltd. addresses the inquiry from the Shanghai Stock Exchange regarding Hainan Airlines Holding Co., Ltd.'s major asset purchase proposal, focusing on the asset valuation and the rationale behind the pricing methods used in the transaction [1][2]. Valuation and Pricing - The previous transaction in June 2020 involved the transfer of 100% equity of the target company to Hainan Airport Facilities Co., Ltd. at a price of 749 million yuan, reflecting a premium of 12.68% over the net asset value of 665 million yuan as of December 31, 2019. The current transaction price is based on a valuation of 799 million yuan, which represents a 34.37% premium over the net asset value of 595 million yuan as of December 31, 2024 [1][9]. - The asset-based valuation for the current transaction is 752 million yuan, indicating a premium rate of 26.39%, primarily driven by the appreciation of intangible assets [1]. Financial Performance - The financial data for Tianyu Flight Training over the past five years shows fluctuating revenues, with a peak revenue of 421 million yuan in 2023 and a projected revenue of approximately 404 million to 409 million yuan for 2025, attributed to the addition of two new simulators [4][5]. - The gross profit margin has varied, with a notable increase to 41.04% in 2024, while the net profit has shown recovery from a significant loss of 414 million yuan in 2020 to a cumulative net profit of -71.03 million yuan by 2024 [4][8]. Intangible Assets - The intangible assets of Tianyu Flight Training include trademarks and domain names, which are crucial for business operations and revenue generation. The valuation of these intangible assets has significantly increased, contributing to the overall asset valuation in the current transaction [12][13]. Transaction Structure - The absence of performance compensation clauses in the transaction is justified by the regulatory framework, as the transaction does not involve a change in control and is negotiated based on market principles. However, a supplementary agreement has been established to include impairment compensation clauses to protect minority investors [10][11].
国策视点||浅谈资产评估中流动性折扣的应用
Sou Hu Cai Jing· 2025-08-27 10:11
Group 1 - The core concept of liquidity discount is the additional cost or price concession required for assets that lack liquidity during transactions, which is crucial for accurately assessing asset value [2][3] - Liquidity discount arises from several factors, including market supply and demand dynamics, transaction costs, and investor preferences for liquid assets [3][4] Group 2 - Liquidity discount plays a significant role in accurately reflecting asset value, as it quantifies potential liquidity risks faced during asset realization [4][5] - Ignoring liquidity discounts may lead to overvaluation of assets, increasing investment risks for investors [5][6] - The introduction of liquidity discounts helps standardize market transactions, ensuring fairness and rationality in asset valuation [6][7] Group 3 - Various factors influence the size of liquidity discounts, including market conditions, asset characteristics, investor behavior, transaction conditions, and macroeconomic environment [8][13] - Market size and activity level significantly affect liquidity discounts, with larger and more active markets typically resulting in lower liquidity discounts [9][10] Group 4 - Different asset types exhibit varying liquidity discounts, with financial assets like stocks and bonds generally having higher liquidity compared to real estate and non-financial assets [15][19] - For stocks, liquidity discounts are influenced by factors such as lock-up periods, market volatility, and trading volume [16][17] - Real estate liquidity discounts are affected by location, usage, market conditions, and transaction costs [19][20][21] Group 5 - Non-financial assets, such as art and antiques, typically have lower liquidity due to infrequent trading and fewer market participants [23][24] - The scarcity and market recognition of non-financial assets significantly impact their liquidity and associated discounts [24][25] - Assessing non-financial assets often relies on expert judgment due to the complexity and lack of standardized pricing [26] Group 6 - Liquidity discounts are essential in asset evaluation, revealing trading activity and realization capability, thus providing critical reference points for investors [27] - The importance of accurately calculating and applying liquidity discounts is emphasized as market economies evolve and asset evaluation techniques advance [27]