Anhui Andeli Department Store Co.Ltd(603031) independent director
Explanation on the independence of the appraisal institution, the rationality of the appraisal assumptions, the relevance of the appraisal method and purpose, and the fairness of the appraisal pricing
Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as the “company”, “listed company” and ” Anhui Andeli Department Store Co.Ltd(603031) “) intends to pay cash to Ningbo Yafeng Electric Appliance Co., Ltd. (hereinafter referred to as “Ningbo Yafeng”, now renamed Fujian Nanping Dafeng Electric Appliance Co., Ltd.) through Anhui Anfu Energy Technology Co., Ltd. (hereinafter referred to as “Anfu energy”) Purchase 15% equity of Ningbo Yajin Electronic Technology Co., Ltd. (hereinafter referred to as “Yajin technology”) (hereinafter referred to as “this transaction” or “this reorganization”).
In accordance with the company law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, the measures for the administration of major asset restructuring of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, normative documents and relevant provisions of the company’s Charter, as independent directors of the company, we are in a serious and responsible attitude, After carefully reviewing the relevant documents and materials of this transaction and listening to the relevant explanations of the company on this transaction, we hereby express the following independent opinions on the independence of the evaluation institution, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing:
1. Independence of evaluation organization
The asset appraisal institution employed in this transaction, zhongunison, is an appraisal institution in compliance with the provisions of the securities law. In addition to the business relationship, there is no other relationship between Zoomlion and its appraisers and the company, restructuring parties and the target company, and there is no realistic and expected interest or conflict. The asset appraisal institution is independent.
2. Evaluate the reasonableness of assumptions
The appraisal assumptions and restrictions of the relevant asset appraisal report issued by Zoomlion for this exchange are implemented in accordance with the provisions of relevant national laws, regulations and normative documents, follow the common market practices and asset appraisal standards, comply with the actual situation of the appraisal object, and the appraisal assumptions and preconditions are reasonable.
3. Correlation between evaluation method and evaluation purpose
The purpose of this assets appraisal is to determine the market value of the subject company as of the benchmark date of appraisal as the reference basis for transaction pricing. Zoomlion used the income method and market method to evaluate the value of all shareholders’ equity of the target company, and finally adopted the evaluation value of the income method as the evaluation conclusion. The current assets appraisal complies with the requirements of relevant national laws, regulations, normative documents, appraisal standards and industry norms, follows the principles of independence, objectivity, impartiality and science, the selected reference data and materials are reliable, the selection of appraisal methods is appropriate, the appraisal conclusion is reasonable, and the relevance between the appraisal methods and the appraisal purpose is consistent.
The above appraisal methods can reasonably reflect the equity value of the appraised enterprise, the appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date, the selection of appraisal methods is appropriate, and the appraisal methods are related to the appraisal purpose.
4. Evaluate the fairness of pricing
The asset pricing of the successful bidder in this transaction is based on the evaluation results of the asset evaluation report issued by the asset evaluation institution with relevant securities and futures business qualification, and after considering the cash dividends of the target company after the evaluation base date, it shall be determined by the parties to the transaction through negotiation. The transaction pricing method is reasonable and the transaction price is fair. In accordance with the requirements of relevant national laws and regulations and industry norms, the assessment process has implemented corresponding assessment procedures, followed the principles of independence, objectivity, impartiality and science, applied the assessment method that is compliant and in line with the actual situation of the subject company, and the selected reference data and materials are reliable; The selection of evaluation methods is appropriate, the evaluation conclusion is reasonable, and the evaluation methods have strong correlation with the evaluation purpose. The appraisal and pricing of this transaction is fair, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
In conclusion, we believe that the appraisal institution is independent, the premise of appraisal assumptions is reasonable, the appraisal method is related to the appraisal purpose, and the appraisal price is fair.
Independent directors: Fang Fuqian, Chen Guoxin, Wu Fei February 10, 2022
