Infotmic Co.Ltd(000670) independent director
Independent opinions on the independence of the appraisal institution, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
Infotmic Co.Ltd(000670) (hereinafter referred to as "the company") plans to issue shares to purchase 39% of the equity of Shenzhen huaxinke Technology Co., Ltd. (hereinafter referred to as "huaxinke") held by Shaoxing Shangyu Yuxin equity investment partnership (limited partnership) and world style Technology Holdings Limited (hereinafter referred to as "world style", which is jointly referred to as "the target company" with huaxinke) 39% of the shares, 10% of the equity of huaxinke and 10% of the shares of worldstyle held by Shanghai Ruichen communication equipment partnership (limited partnership), and raised supporting funds from the non-public offering of shares of Zhejiang Shunyuan Enterprise Management Co., Ltd. (hereinafter referred to as "Shunyuan enterprise management") (hereinafter referred to as "this major asset reorganization" or "this transaction"). The validity period of the appraisal report related to this major asset reorganization has expired. The board of directors agrees that the appraisal institution of this major asset reorganization, Zhonglian asset appraisal group Co., Ltd., will conduct an additional supplementary asset appraisal on the subject assets on the base date of December 31, 2021. In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange and the Infotmic Co.Ltd(000670) articles of association, As an independent director of the company, we have carefully and comprehensively reviewed the relevant materials of the matters involved in the supplementary evaluation of this transaction, listened to the detailed introduction of the supplementary evaluation of this transaction by relevant personnel, and based on our independent judgment, we hereby express our independent opinions as follows:
1. Independence of evaluation organization
In this major asset restructuring, the appraisal institution Zhonglian asset appraisal group Co., Ltd. and its appraisers have no other relationship with the company, the counterparty and the target company, and there are no actual and expected interests or conflicts, except for business relations. In the process of appraisal, the appraisal institution strictly complies with the relevant national laws, regulations and standards on asset appraisal, Complete the asset appraisal based on the principles of independence, objectivity and impartiality. Therefore, the appraisal institution of this transaction is independent.
2. Evaluate the rationality of assumptions
The appraisal institution has set the premise and restrictive conditions of the appraisal assumptions in accordance with the relevant national laws and regulations, followed the general practices or guidelines of the market, and met the actual situation of the appraisal object. The premise of the appraisal assumptions is reasonable. 3. Correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to determine the market value of the subject asset on the base date of supplementary appraisal, so as to verify whether the subject asset has undergone significant adverse changes to the listed company since December 31, 2020. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal; The appraisal institution has implemented corresponding appraisal procedures in the appraisal process, 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 asset, and selected reliable reference data and materials; The appraisal value of assets is fair and accurate. The selection of evaluation methods is appropriate, the evaluation conclusion is reasonable, and the correlation between the evaluation methods and the evaluation purpose is consistent.
4. Evaluate the fairness of pricing
The supplementary appraisal has implemented the necessary appraisal procedures and followed the principles of independence, objectivity, scientificity and impartiality. The appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date of the supplementary appraisal. In the process of this supplementary appraisal, the appraisal method used by the appraisal institution complies with relevant regulations, the selection of appraisal formula and appraisal parameters is cautious, and the asset appraisal result is reasonable. Through this supplementary appraisal, it is determined that the subject assets have not undergone significant adverse changes since the benchmark date of the previous appraisal. Therefore, it is determined that the pricing basis of this transaction will not change, the transaction price will not change, the transaction price is fair and reasonable, and will not damage the interests of the company and the majority of minority shareholders.
To sum up, we believe that the appraisal institution employed by the company in this major asset restructuring is independent, the premise of appraisal assumptions is reasonable, the correlation between appraisal methods and appraisal purposes is consistent, and the appraisal pricing is fair.
Independent directors: Hong Zhiliang, Li Weiqun, Yang Licheng
February 14, 2022
