Response to the Shenzhen Stock Exchange
Beijing Zhongqi Hua Asset Appraisal Co., Ltd. (hereinafter referred to as "the Appraisal Agency" or "the Appraiser") has carefully analyzed and verified the asset valuation-related questions raised in your inquiry letter (Inquiry Letter [2025] No. 130012; dated July 14, 2025). We hereby provide the following responses for your review. Unless otherwise specified, the terms or abbreviations used in this response have the same meanings as defined in the restructuring report.
Question 5: Regarding the Valuation Forecast Application Document
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The transaction employs both the market approach and the asset-based approach for asset valuation, ultimately selecting the market approach as the conclusion. Due to the high uncertainty in future cash flows, growth rates, and sustainability of the target assets, the income approach was not adopted as it does not meet the core assumptions of stable and predictable cash flows.
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The asset-based approach valuation result for the target assets is 1.124 billion yuan, with an appreciation of 172 million yuan, primarily due to the valuation increase of intangible assets. This includes the valuation of trademarks, patented technologies, and integrated circuit layout designs using the income approach to determine the market value of intangible assets based on their contribution to sales revenue.
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The market approach valuation result for the target assets is 1.757 billion yuan, with an appreciation of 805 million yuan and an appreciation rate of 84.60%. The market approach uses the price-to-sales (P/S) ratio, adjusted for factors such as asset management scale, profitability, growth capability, risk management capability, and operational ratios, although the specific basis and quantitative standards for the adjustments were not disclosed.
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Historical valuation changes for the target assets have been significant, with post-investment valuations of 409 million yuan in June 2020, 530 million yuan in January 2021, 649 million yuan in October 2021, and 5.081 billion yuan in October 2022. The IPO application valuations based on comparable companies' P/E and P/S ratios were 10.565 billion yuan and 6.812 billion yuan, respectively.
The listed company is requested to disclose whether any significant changes affecting the valuation have occurred after the valuation benchmark date, including changes in policies, macroeconomic conditions, technological industries, major collaborations, and tax incentives.