Why does *ST Wanli intangible assets premium exceed 30 times?

According to the announcement, *ST Wanli plans to invest in Terry Battery, an affiliated company, at the price of 44 yuan/share, and * * will acquire 5.8 million shares of Terry Battery, accounting for 15.6 1%, becoming its second largest shareholder. The total investment is 255.2 million yuan, part of which comes from all the remaining raised funds of non-public offering investment projects in 2065,438+03, which is 654.38+496.2 million yuan.

According to the appraisal report, based on the benchmark date of 20 16 12 3 1, the income method is used to evaluate all the shareholders' rights and interests of Terui battery, and the value-added rate is as high as 1069.69%.

According to the data, Terry Battery was established in 2007 and registered in Jianqiao Industrial Park, Chongqing with a registered capital of 30 million yuan. The company is a high-tech enterprise specializing in the research, development, production and sales of cathode materials for lithium batteries, and is committed to the research and development of battery cathode materials with high performance, long life and strong safety.

For the high premium evaluation of the above investment targets, the Shanghai Stock Exchange requires *ST Wanli to explain the fairness of the pricing of this transaction in combination with the price and price-earnings ratio of comparable transactions in the market, and invites the appraisers to express their opinions.

The National Business Daily reporter noted that the high premium of Terui battery mainly comes from "other intangible assets".

The appraisal report shows that the net book value of other intangible assets is 3.08 million yuan, the appraised net value is 6.5438+0.035 million yuan, and the appraised appreciation value is 6.5438+0.04 million yuan, with an appreciation rate of 32.6026%. The main reason for the increase in value is that trademarks and most patents have no book value. Terry battery has 4 invention patents and 25 utility model patents.

The reporter comprehensively compared the intangible assets of a number of companies in the same industry. Terry battery has no outstanding advantages in invention patents and utility model patents. For example, Shanshan Energy, a listed company in the New Third Board, had 65,438+02 invention patents, 65,438+06 utility model patents and intangible assets of 454,380+0.74 million yuan by the end of 1965. Another company located in Tianjin has accumulated more than 3,000 patents, 1500 invention patents.

In addition, among the four invention patents of Terry battery, only "Preparation method of cathode material for anion-cation multi-element composite lithium battery" is an exclusive invention patent, and the date of authorization announcement is 20 1 1 year 1 month/2. The inventor happened to be Liu Xicheng, the actual controller of ST Wanli, who was also under his command at that time.

After inquiring about the industrial and commercial archives of Terry Battery, the reporter found that the time for Liu Xicheng to control southern Zheng Tong to enter Terry Battery was 20 12 1 1. It is puzzling why Liu Xicheng took Terry Battery as the applicant to obtain the invention patent when fashion has no equity relationship with Terry Battery. It is not known yet.

In addition, the questions involved in the inquiry letter of Shanghai Stock Exchange also include: whether there is any capital occupied by shareholders in other receivables of RMB 6,543.8+0.52 billion of Terui battery, the reasons for the relatively high accounts receivable of Terui battery, the recoverability and the bad debt ratio, whether there are contradictions about the advantages of Terui battery in product cost performance and technology in the evaluation report, the rationality and necessity of this related investment transaction, and the reasons for the change of investment funds of *ST Wanli.