Anhui Andeli Department Store Co.Ltd(603031) board of directors
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. (renamed “Fujian Nanping Dafeng Electric Appliance Co., Ltd.”, hereinafter referred to as “Ningbo Yafeng”) 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”).
The company hired Anhui Zhonglian Guoxin Asset Appraisal Co., Ltd. (hereinafter referred to as “Zhonglian Guoxin”) with the qualification to engage in Securities and futures business to conduct the appraisal, and issued the corresponding appraisal report. According to relevant laws and regulations, the board of directors of the company has analyzed the independence of the evaluation institution of this transaction, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing as follows:
1. Independence of evaluation organization
The asset appraisal institution of this transaction is zhonglianguoxin, which is in line 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 rationality of assumptions
The assumptions and restrictions of the relevant asset appraisal report issued by zhonglianguoxin are implemented in accordance with the 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 assumptions 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 on the benchmark date, 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, the board of Directors believes 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.
It is hereby explained.
Anhui Andeli Department Store Co.Ltd(603031) board of directors February 10, 2022
