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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]