[Chart: Jinzheng Valuation Logo]
Shenzhen Stock Exchange:
In accordance with the requirements of the "Audit Inquiry Letter Regarding the Application for Issuance of Shares and Payment of Cash for Asset Acquisition and Raising of Supporting Funds by Guangzhou Xinbang Intelligent Equipment Co., Ltd." (Audit Inquiry Letter [2025] No. 030019) (hereinafter referred to as the "Audit Inquiry Letter") issued by your exchange, Jinzheng (Shanghai) Asset Appraisal Co., Ltd. (hereinafter referred to as the "Appraisal Institution" or "Appraisers") has carefully discussed and analyzed the questions raised in the Audit Inquiry Letter. The relevant response is hereby submitted for your review.
Unless otherwise specified, the terms or abbreviations used in this response (hereinafter referred to as the "Response") have the same meanings as those defined in the "Definitions" section of the restructuring report. In this response, any discrepancies between the sum of sub-items and the total are due to rounding. Unless otherwise specified, the financial data and financial indicators cited in this response refer to financial data under the consolidated statement caliber and financial indicators calculated based on such financial data.
| Item | Format |
|---|---|
| Questions raised in the Audit Inquiry Letter | Bold |
| Response to questions raised in the Audit Inquiry Letter | Imitation Song |
| Revisions to the response to questions raised in the Audit Inquiry Letter | Italics (Bold) |
Question 10: Regarding Transaction Pricing
The application documents show: (1) This transaction adopts the market approach and the asset-based approach for valuation, and uses the market approach valuation result as the pricing basis. The market approach valuation of 100% equity of the target assets is 2.8 billion yuan, with an appreciation rate of 432%. The listed company plans to acquire it at a total price of 2.856 billion yuan, with a premium rate of 2%. Due to the cyclical fluctuations of the automotive chip industry, uncertainty in new product development and introduction, and large R&D investment amounts, this transaction did not adopt the income approach for valuation. (2) The value ratio selected for this market approach valuation is the Enterprise Value to Revenue ratio (EV/S). The target assets are loss-making and are light-asset enterprises. The valuation selected Zhixin Micro, Ruisipu Microelectronics (Suzhou) Co., Ltd., Shengbang Microelectronics (Beijing) Co., Ltd., and Suzhou Guoxin Technology Co., Ltd. as comparable companies. The revenue contribution ratios of automotive chips for the comparable companies in 2024 are 36.88%, 16.95%, 7%, and 13.20% respectively, and the EV/S ratios are 4.38x, 4.00x, 6.57x, and 6.71x respectively. After adjustments for operational capability, solvency, profitability (including the impact of share-based payments), development capability, scale, and R&D investment, the adjusted EV/S ratios are 3.89x, 3.91x, 5.17x, and 7.26x, with a final selected median of 4.54x. (3) The target asset valuation corresponding to the P/S ratio is 4.79 times, which is lower than the average P/S ratio of 15.05 times for comparable listed companies on the valuation base date; the comparable transactions used the income approach or market approach valuation results as the pricing basis, with an average P/S ratio of 4.84 times; excluding the impact of share-based payments on net profit, the static P/E ratio corresponding to the target asset valuation is 69.02 times. (4) There have been multiple capital increases and equity transfers of the target assets in the past three years. There are significant differences in the target asset valuation, among which the transfer by Xinzhi Chip in December 2024 gave the target asset a total valuation of 2 billion yuan.