VALUATION CONCLUSION. (I) Valuation conclusion based on the asset-based approach On the premises of the going concern assumption as at the valuation base date, upon valuation based on the asset-based approach, the book value and the appraised value of total assets of CNBM (Tongcheng) New Energy Company Limited* were RMB472,687,100 and RMB471,959,000, respectively, representing a depreciation of RMB728,100 or 0.15%; the book value and the appraised value of its liabilities were RMB262,597,100 and RMB262,597,100, respectively, without any movements; and the book value and the appraised value of its net assets were RMB210,090,000 and RMB209,361,900, respectively, representing a depreciation of RMB728,100 or 0.35%. The summary of valuation results is set out below: Summary of Valuation Results based on the Asset-Based Approach Unit: RMB0,000 Item Book value Appraised value Appreciation/ depreciation Appreciation rate % Current assets 15,614.91 15,745.82 130.91 0.84 Non-current assets 31,653.80 31,450.08 -203.72 -0.64 Including: Fixed assets 26,187.81 25,059.72 -1,128.09 -4.31 Project under construction 107.41 107.41 – – Intangible assets 5,280.12 6,204.49 924.37 17.51 Others 78.46 78.46 – – Total assets 47,268.71 47,195.90 -72.81 -0.15 Item Book value Appraisedvalue Appreciation/ depreciation Appreciationrate Current liabilities 26,259.71 26,259.71 – %– Non-current liabilities – – – Total liabilities 26,259.71 26,259.71 – – Net assets 21,009.00 20,936.19 -72.81 -0.35 Note: For detailed information of the valuation results, please refer to the statement of asset valuation.
VALUATION CONCLUSION. Beijing Guorongxinghua Assets Appraisal Co., Ltd.* (北京國融興華資產評估有限責任公司) adopted the asset-based approach and the income approach to value the entire shareholders’ equity value of the Target Company with 30 June 2021 as the Benchmark Date. If the appraised value of the entire shareholders’ equity of the Target Company had been prepared based on the asset-based approach, the appraised value would have been approximately RMB66, 334, 600, representing a difference of approximately RMB45,176,200 from the appraised value of approximately RMB111,510,800 based on the income approach mentioned above. The difference was mainly due to the difference in the nature of the focus of the income approach and the asset-based approach: the valuation result of the asset-based approach mainly reflected the summation of the value of the existing individual assets of the Target Company, which could not reflect the comprehensive profitability and overall value of the businesses of the enterprise as a whole, whereas the income approach mainly considered the future profitability of the Target Company, taking into account the intrinsic value of each resource, including the brand competitiveness, customer resources value, human resources value and corporate management value of the Target Company. Therefore, on balance, the valuation result of the income approach can better reflect the entire shareholders’ equity value of the Target Company in an objective and reasonable manner, i.e. the valuation value of the entire shareholders’ equity of the Target Company is RMB111,510,800. The Directors have reviewed the Asset Valuation Report and are of the view that the appraised value has been arrived at after due and careful enquiry. PricewaterhouseCoopers, the auditor of the Company, has reviewed the arithmetical calculations and the compilation of the discounted future estimated cash flows in accordance with the bases and assumptions adopted by the Directors set out in the Asset Valuation Report. The discounted future estimated cash flows prepared for the appraised value do not involve the adoption of accounting policies. A letter from the Board and a report from PricewaterhouseCoopers have been submitted to the Stock Exchange and are set out in Appendix I and Appendix II to this announcement respectively. The qualifications of the experts who have given their statements in this announcement are as follows: Name Qualification PricewaterhouseCoopers Hong Kong Certified Public Accountants Beiji...
VALUATION CONCLUSION. As previously discussed, PwC selected the DCF method as the primary methodology in arriving at the EV of Catalyst. PwC considers the DCF method to be the most applicable approach, as it includes the impact of financial considerations unique to Catalyst, such as the use of available tax losses and existing depreciable tax basis. PwC also employed the Market Approach as a secondary approach to test the reasonability of the conclusion under the DCF method, using both the Guideline Public Company method and the Precedent Transaction method. The implied multiples for Catalyst as calculated using the DCF method fall within the range of observed multiples in both the Guideline Public Company method and the Precedent Transaction method; therefore, PwC considers the value arrived at through the DCF method to be reasonable. Subject to the limitations, the scope of review, and the assumptions set out herein, it is PwC's opinion that the FMV of the Shares, as at the Valuation Date, is $nil. Based on Catalyst's 14.5 million shares outstanding, the implied FMV of the Shares on a per share basis is $nil.
VALUATION CONCLUSION. It is therefore our opinion that, as of September 6, 1996, the estimated pro forma fair market value of Fairfield was $17,500,000, based on 1,750,000 shares at $10.00 per share. The resulting range of value was $14,875,000 or 1,487,500 shares, to $20,125,000 or 2,012,500 shares, both based on $10.00 per share. Pro forma calculations which include the impact of an eight percent purchase by Fairfield's Employee Stock Ownership Plan ("ESOP") and a four percent purchase by the Stock Programs subsequent to conversion are shown in Table 4.3 and in Exhibits IV-2 through IV-7. Subject to market conditions at the time of the offering, an overallotment provision up to 15 percent above the maximum value, or $23,143,750 could be made available.
