Securities code: 002264 securities abbreviation: New Hua Du Supercenter Co.Ltd(002264) Announcement No.: 2022-013
New Hua Du Supercenter Co.Ltd(002264)
The board of directors' statement 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
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
New Hua Du Supercenter Co.Ltd(002264) (hereinafter referred to as "the company", "the company" and " New Hua Du Supercenter Co.Ltd(002264) ") intends to transfer Quanzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Zhangzhou New Hua Du Supercenter Co.Ltd(002264) Department Store Co., Ltd., Jiangxi New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd. to the controlling shareholder New Hua Du Supercenter Co.Ltd(002264) Industrial Group Co., Ltd. (hereinafter referred to as "the group" and "the counterparty") Xiamen New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Fujian New Hua Du Supercenter Co.Ltd(002264) General Department Store Co., Ltd., Ningde New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Sanming New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Longyan New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Nanping New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Sanming New Hua Du Supercenter Co.Ltd(002264) Logistics Distribution Co., Ltd Ganzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd. has 11 wholly-owned subsidiaries (hereinafter referred to as the "target company") with 100% equity (hereinafter referred to as "this transaction").
The 15th meeting of the board of directors on the evaluation of the reasonableness of the subject matter and the evaluation method of the company's fair transaction was held on November 2, 2022, It is believed that Fujian Huacheng Real Estate Land Assets Appraisal Co., Ltd. (hereinafter referred to as "Huacheng real estate appraisal") has the independence to provide appraisal services for the company. The assumptions and conclusions of this appraisal are reasonable, the appraisal methods adopted are legal, consistent with the purpose of the appraisal, the appraisal basis is reasonable, and the appraisal price is reasonable and fair. The details are as follows:
(I) independence of the appraisal institution
Fujian Huacheng Real Estate Land Assets Appraisal Co., Ltd. is employed as the asset appraisal institution for this transaction. It has professional qualification for appraisal and rich business experience, and is competent for this appraisal. The appraisal institution and its appraisers have no relationship with the company, the target company, the counterparty and its actual controller except business relationship, and there are no actual and expected interests or conflicts that affect its provision of services. The above appraisal institution is independent.
(II) evaluate the rationality of assumptions
The assumption of the appraisal report of the assets to be sold is that it is implemented in accordance with the relevant national laws, regulations and provisions, follows the common practices or standards in the market, conforms to the actual situation of the appraisal object, and the appraisal assumption is reasonable.
(III) correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to determine the market value of the subject company on the benchmark date and provide value reference basis for this transaction. Huacheng real estate appraisal adopts asset-based method and income method to evaluate the subject assets respectively, and finally selects the appraisal value of asset-based method as the appraisal result. 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.
(IV) evaluate the fairness of pricing
The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal. In the process of appraisal, the appraisal institution has implemented corresponding appraisal procedures, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal method that is compliant and in line with the actual situation of the subject assets, and the selected reference data and materials are reliable; The appraisal value of assets is fair and accurate. Based on the evaluation results of the underlying assets, the company determines the transaction price of the underlying assets through negotiation between both parties. The transaction price of the underlying assets is fair and reasonable and will not damage the interests of the company and the majority of minority shareholders.
To sum up, the appraisal institution selected by the company for this transaction is independent, the premise of appraisal assumptions is reasonable, the relevance between the appraisal method and the appraisal purpose is consistent, and the appraisal pricing is fair.
It is hereby explained.
New Hua Du Supercenter Co.Ltd(002264) board of directors
February 11, 2002
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New Hua Du Supercenter Co.Ltd(002264) board of directors February 11, 2002
