Shanghai Precise Packaging Co.Ltd(300442) independent director
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
Zhongshui Zhiyuan Assets Appraisal Co., Ltd. (hereinafter referred to as "Zhongshui appraisal") engaged by Shanghai Precise Packaging Co.Ltd(300442) (hereinafter referred to as "the company") has conducted an extended appraisal (hereinafter referred to as "the appraisal") on all shareholders' equity and assets to be purchased in this major asset restructuring, and issued Shanghai Precise Packaging Co.Ltd(300442) Zhongshui Zhiyuan pingbao Zi [2021] No. 020760 The asset appraisal report of Shanghai Precise Packaging Co.Ltd(300442) asset group value project involved in the proposed asset replacement and issuance of shares to purchase assets, and the asset appraisal report of all equity value project of shareholders of Runze Technology Development Co., Ltd. involved in the proposed asset replacement and issuance of shares to purchase assets "Zhongshui Zhiyuan pingbao Zi [2021] No. 020759". In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies, as an independent director of the company, after carefully reviewing the relevant materials of the current appraisal, I will evaluate the independence Opinions on the rationality of the assumptions, the relevance of the evaluation methods and the evaluation purposes, and the fairness of the evaluation pricing are as follows:
1. The appraisal institution is independent
The appraisal institution for this appraisal is qualified for securities business. Except for the business relationship involved in this major asset restructuring, there is no other related relationship, no actual and expected interests or conflicts between Sinohydro appraisal and its handling appraisers and the company, the counterparty and the subject assets. The appraisal institution is independent.
2. The assumptions of this appraisal are reasonable
The assumptions and restrictions set by the reclaimed water appraisal and its handling appraisers are implemented in accordance with relevant national laws and regulations, follow the common practices or guidelines in the market, comply with the actual situation of the appraisal object, and the assumptions are reasonable.
3. Correlation between evaluation method and evaluation purpose
According to the current laws and regulations of China, in order to re verify the rationality and fairness of the pricing of the assets purchased and the underlying assets in this transaction, Zhongshui appraisal adopts two appraisal methods: asset-based method and income method, and takes October 31, 2021 as the appraisal base date, The value of 100% equity of Runze Technology Development Co., Ltd. and the value of assets purchased were evaluated in addition. In accordance with the requirements of relevant national laws and regulations and industry norms, following the principles of independence, objectivity, impartiality and science, and in accordance with the recognized asset appraisal methods, the necessary appraisal procedures have been implemented. The selected appraisal methods are reasonable and relevant to the purpose of the appraisal.
4. Evaluate the fairness of pricing
The results of the extended evaluation of the assets to be placed and the assets to be placed show that the value of the underlying assets to be purchased in this transaction has not changed between the two benchmark dates, which is not conducive to the interests of the company and its minority shareholders, The transaction pricing principle in the specific scheme of the company's transaction and the profit and loss arrangement during the transition period have made arrangements in favor of listed companies and small and medium-sized investors. The results of the extended evaluation will not have a material impact on the transaction. The transaction price of the assets to be placed and the assets to be placed is fair.
To sum up, the appraisal institution selected and employed by the company in this major asset restructuring is independent, the premise of appraisal assumptions is reasonable, the appraisal purpose is relevant to the appraisal method, and the appraisal pricing is fair. (no text below)
(there is no text on this page, which is the signature page of Shanghai Precise Packaging Co.Ltd(300442) independent director's 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) signature of the independent director:
Jiang Yiwen, Jin Jianguo, Qian He
specific date
