Securities code: Shenzhen Clou Electronics Co.Ltd(002121) securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2022020
Shenzhen Clou Electronics Co.Ltd(002121) board of directors
Explanation 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
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as “the company”) intends to transfer 27% equity of its holding subsidiary Shenzhen Automotive Power Network Co., Ltd. (hereinafter referred to as “Automotive Power Grid” or “target company”). The base price of 27% equity of automotive power grid on the property right trading platform is RMB 259.2 million, and the specific transaction price will be determined according to the results of public listing and bidding.
For this transaction, the company entrusts Shenzhen Guofang land real estate assets appraisal consulting Co., Ltd. (hereinafter referred to as “Shenzhen Guofang appraisal”) to evaluate the value of all shareholders’ equity of Shenzhen Auto Power Network Co., Ltd. and issue an asset appraisal report. In accordance with relevant laws, regulations, the articles of association and other relevant provisions, the board of directors of the company has verified the independence of the evaluation institution of this transaction, the rationality of the evaluation assumptions, the relevance between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing, and issued the following opinions:
(I) independence of the appraisal institution
The Shenzhen Guofang appraisal hired by the company meets the qualification requirements of relevant professional appraisal, the appointed handling appraiser is qualified, and the Shenzhen Guofang appraisal has the professional ability of asset appraisal.
The selection and employment procedures of the appraisal institution are legal and compliant. There is no relationship between Shenzhen Guofang appraisal and its handling appraisers and the company and the subject company, except for business relations, and there is no realistic and expected interest relationship or conflict affecting its provision of services. The appraisal institution is independent.
(II) evaluate the rationality of assumptions
The assumptions and restrictions set in the asset appraisal report issued by Shenzhen Guofang Real Estate Appraisal Co., Ltd. are implemented in accordance with the relevant national laws and regulations, follow the common practices or standards in the market, comply with the actual situation of the appraisal object, and the assumptions are reasonable.
(III) correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to determine the market value of the subject asset on the benchmark date of appraisal and provide value reference basis for this transaction. The actual scope of assets appraised by Shenzhen Guofang Real Estate Co., Ltd. is consistent with the scope of assets entrusted for appraisal. Two appraisal methods of income method and asset-based method are adopted to evaluate the subject assets. Finally, the appraisal value of income method is selected as the appraisal result. The appraisal method used in this appraisal is reasonable and appropriate. The appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date. The appraisal method is relevant to the appraisal purpose.
(IV) evaluate the fairness of pricing
This appraisal has implemented 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. The appraisal methods of various assets are appropriate, and the appraisal results are fair. The base price of this equity transfer listing refers to the evaluation value of the target company, which 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 exchange is independent, the premise of appraisal assumptions is reasonable, the appraisal method is properly selected, the appraisal method is relevant to the appraisal purpose, and the appraisal price is fair.
It is hereby announced.
Shenzhen Clou Electronics Co.Ltd(002121) board of directors
March 6, 2002
