Hangzhou Chang Chuan Technology Co.Ltd(300604) 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
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “the company”) intends to acquire Hangzhou paradise Silicon Valley Hangshi equity investment partnership (limited partnership), Lee Heng Lee Jinggangshan Lecheng equity investment partnership (limited partnership) holds 976687% of the equity of Hangzhou Changyi Technology Co., Ltd. (hereinafter referred to as “Changyi technology”) and raises supporting funds (hereinafter referred to as “this transaction”).
For this transaction, the company hired Zhonglian asset appraisal group Co., Ltd. (hereinafter referred to as “Zhonglian appraisal” or “appraisal institution”) as the appraisal institution to evaluate the subject matter of this transaction and issue the corresponding asset appraisal report. According to the relevant provisions of relevant laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the board of directors of the company explains the independence of the evaluation organization, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing as follows:
(I) independence of the appraisal institution
The asset appraisal institution employed in this transaction is Zoomlion asset appraisal group Co., Ltd., which is qualified to provide services for this transaction. Except for business relationship, Zoomlion asset appraisal group Co., Ltd. and its appointed handling appraiser have no other related relationship with the relevant parties involved in this transaction, nor do they have realistic and expected interests or conflicts, so they are independent.
(II) rationality of assessment assumptions
The assumptions and premises of this appraisal are in line with the provisions of relevant national laws, regulations and normative documents, the requirements of appraisal standards and industry practices, and the actual situation of the appraisal object. The assumptions and premises of the appraisal are reasonable. (III) correlation between evaluation method and evaluation purpose
According to the applicability of the evaluation method and the specific situation of the evaluation object, the evaluation organization adopts the asset-based method to evaluate Changyi technology, and adopts the asset-based method and the income method to evaluate the target company, the actual business entity of Changyi technology, and adopts the conclusion of the income method as the evaluation conclusion of the target company.
Since the purpose of this appraisal is to determine the fair value of the subject asset on the benchmark date and provide value reference basis for this transaction, the appraisal method selected by the appraisal institution is appropriate, the appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date, and the correlation between the appraisal method and the appraisal purpose is consistent.
(IV) evaluate the fairness of pricing
This appraisal has implemented the necessary 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, selected reliable reference data and materials, and the appraisal results fairly reflect the actual situation of the subject assets. The final price of the subject assets issued by the appraisal institution of the transaction shall be the basis for the final appraisal. The pricing principles and methods are appropriate and fair, and there is no situation that damages the interests of the company and all its shareholders, especially the minority shareholders. In conclusion, the board of Directors believes that the appraisal institution selected by the company for this exchange is independent, the premise of appraisal assumptions is reasonable, the selection of appraisal methods is appropriate, the correlation between the appraisal methods and the appraisal purpose is consistent, the appraisal conclusion of the asset appraisal report issued by the company is reasonable and the appraisal price is fair.
It is hereby explained.
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(there is no text on this page, which is the seal page of the Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors on the independence of the appraisal institution, the rationality of the appraisal assumptions, the relevance between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing)
Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors MM DD YY
