Independent opinions of Cetc Digital Technology Co.Ltd(600850) independent directors on the independence of the evaluation institution, the rationality of evaluation assumptions, the relevance of evaluation methods and evaluation purposes, and the fairness of evaluation pricing
Cetc Digital Technology Co.Ltd(600850) (hereinafter referred to as "the company") intends to purchase 100% equity of Shanghai baifei Electronic Technology Co., Ltd. (hereinafter referred to as "this transaction") by issuing shares. The company hired Yinxin Asset Appraisal Co., Ltd. (hereinafter referred to as "Yinxin appraisal") to evaluate the value of the underlying assets of the transaction and issue the corresponding asset appraisal report.
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 stock listing rules of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies and other laws, regulations, normative documents and the articles of association According to the relevant provisions of the company's working system for independent directors, as independent directors of the company, after carefully considering the relevant proposals of the 31st meeting of the ninth board of directors, based on the position of independent judgment, we have made comments 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, The independent opinions are as follows:
1. Independence of the evaluation organization
The evaluation institution of this transaction, Yinxin evaluation, has the business qualification related to securities and futures, and the selection and employment procedures of the evaluation institution are legal and compliant. The appraisal institution and its appraisers have no relationship with the company, the counterparty and the target company, and there is no real and expected interest relationship other than professional fees. The appraisal institution has full independence.
2. Evaluate the reasonableness of assumptions
The assumptions and restrictions set by Yinxin appraisal on the subject assets are implemented in accordance with 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.
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 benchmark date as the reference basis for the pricing of this transaction. Yinxin adopts the income method and asset-based method to evaluate the value of the underlying asset, and finally uses the evaluation value of the income method as the evaluation value of the underlying asset. The current assets appraisal complies with the requirements of relevant national laws, regulations, normative documents, appraisal standards and industry norms, follows the principles of independence, objectivity, science and impartiality, the selected reference data and materials are reliable, the selection of appraisal methods is appropriate, the appraisal conclusion is reasonable, and the relevance between the appraisal methods and the appraisal purpose is consistent.
4. Evaluate the fairness of pricing
The asset pricing of the winning bid in this transaction is based on the evaluation value issued by the evaluation institution with securities and futures related business qualification and filed by the competent unit of state-owned assets supervision and administration. The evaluation pricing is fair and does not damage the interests of the company and other shareholders, especially small and medium-sized shareholders.
In conclusion, we believe that the appraisal institution of this transaction is fully independent; The assessment assumptions are reasonable; The appraisal method is appropriate, the appraisal result objectively and fairly reflects the actual situation of the appraisal object on the benchmark date, and the appraisal method is related to the appraisal purpose; The appraisal results are fair and in line with the interests of the company and all shareholders.
Independent directors: Wang Fanghua, Wei Jun, Wang zexia December 31, 2001
