Sichuan Road & Bridge Co.Ltd(600039) independent directors’ 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
Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as ” Sichuan Road & Bridge Co.Ltd(600039) “) intends to issue shares and pay cash to purchase 95.00% equity of Sichuan Communications Construction Group Co., Ltd. (hereinafter referred to as “Communications Construction Group”) controlled by Shudao Investment Group Co., Ltd Sichuan Gaolu Construction Engineering Co., Ltd. (hereinafter referred to as “Gaolu construction”) has 100.00% equity and Sichuan Expressway Greening and Environmental Protection Development Co., Ltd. (hereinafter referred to as “Gaolu greening”) has 96.67% equity. Meanwhile, Sichuan Road & Bridge Co.Ltd(600039) plans to raise matching funds from non-public offering of shares to specific objects (hereinafter referred to as “this reorganization”).
According to 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 guiding opinions on the establishment of independent director system in listed companies and the guiding opinions on the establishment of independent director system in listed companies According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the Sichuan Road & Bridge Co.Ltd(600039) articles of association, as the independent director of the company, after carefully reviewing the relevant materials of this appraisal, he expressed his independent opinions on the independence of the appraisal institution of this transaction, the rationality of the assumptions of the appraisal, the relevance between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing as follows:
1. The evaluation organization is independent
Tianjian Huaheng is an asset appraisal institution with business qualification related to securities and futures. In addition to the business relationship of providing asset appraisal for this reorganization, there is no other related relationship between Tianjian Huaheng and its handling appraiser and the relevant parties of this reorganization except the normal business relationship, and there is no realistic and expected interest relationship or conflict affecting its provision of services. The appraisal institution is independent.
2. The assessment assumptions are reasonable
Tianjian Huaheng comprehensively considers the actual situation of the industry and the actual operation of relevant assets to evaluate the subject assets. The relevant assumptions and premises of the appraisal conform to the relevant national laws and regulations, follow the general market practices or guidelines, and conform to the actual situation of the appraisal object. The assumptions and premises of the appraisal are reasonable.
3. Correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to determine the market value of the subject assets on the benchmark date of appraisal and provide value reference basis for this reorganization. The actual scope of assets appraised by Tianjian Huaheng is consistent with the scope of assets entrusted for appraisal. In accordance with the requirements of relevant national laws and regulations and industry norms, Tianjian Huaheng 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 the selected reference data and materials are reliable; 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. The current appraisal pricing is fair
In the process of this appraisal, Tianjian Huaheng has implemented the necessary appraisal procedures in accordance with the laws and regulations on asset appraisal and the principles of independence, objectivity and impartiality. The appraisal methods of various assets are appropriate, and the appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date. The appraisal results are fair. The final trading price of the underlying assets will be based on the evaluation results of the evaluation report issued by Tianjian Huaheng with securities and futures business qualification and filed according to law, which will be determined by the trading parties through negotiation. The asset pricing is fair and reasonable, complies with the provisions of relevant laws, regulations and the articles of association, and will not damage the interests of the company and shareholders, especially minority shareholders.
To sum up, Tianjian Huaheng, the appraisal institution entrusted by the company in this reorganization, is independent, the premise of the appraisal is reasonable, the appraisal method is consistent with the appraisal purpose, the appraisal conclusion of the asset appraisal report is reasonable and the appraisal price is fair.
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