Baoding Technology Co.Ltd(002552) board of directors
Explanation 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
Baoding Technology Co.Ltd(002552) (hereinafter referred to as "the company" or "the company") intends to acquire 63.87% equity of Shandong Jinbao Electronics Co., Ltd. (hereinafter referred to as "Jinbao Electronics") by issuing shares (hereinafter referred to as "assets purchased by issuing shares").
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 Shenzhen Stock Exchange and the articles of association of Baoding Technology Co.Ltd(002552) company, the board of directors of the company, on the premise of fully understanding the purchase of assets by issuing shares this time, The following opinions are expressed on the independence of the appraisal institution for the purchase of assets by issuing shares, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal Pricing:
1. Independence of evaluation organization
The appraisal institution employed by the company, zhongtongcheng Asset Appraisal Co., Ltd. (hereinafter referred to as "zhongtongcheng") is an appraisal institution in compliance with the provisions of the securities law of the people's Republic of China. Zhongtongcheng and the handling appraiser have no relationship with the company, Jinbao electronics and its shareholders, and there is no interest other than professional fees. The evaluation organization is independent.
2. Premise of rationality evaluation
The appraisal assumptions and restrictions of the appraisal report issued by zhongtongcheng for the purchase of assets by issuing shares this time are implemented in accordance with relevant national laws and regulations, follow the common practices or standards in the market, and comply with the actual situation of the appraisal object. The appraisal assumptions and preconditions 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 of appraisal and provide value reference basis for the purchase of assets by issuing shares. Zhongtongcheng adopted the income method and asset-based method to evaluate the value of the subject assets to be purchased, and finally chose the evaluation value of the income method as the evaluation result. 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 to evaluate the value of the subject asset on the benchmark date. The selected appraisal methods are reasonable and consistent with the purpose of the appraisal.
4. Evaluate the fairness of pricing
In accordance with the provisions of relevant laws and regulations on asset appraisal, zhongtongcheng appraisal institution has implemented corresponding appraisal procedures in the appraisal process, followed the principles of independence, objectivity, scientificity and impartiality, and applied the appraisal method that is compliant and in line with the actual situation of the subject asset to be purchased. The appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date, The evaluation result is fair. The purchase of assets by issuing shares this time is based on the evaluation report issued by zhongtongcheng and determined by all parties through negotiation. The transaction price is fair and there is no damage to the interests of the company and other shareholders, especially minority shareholders.
To sum up, the board of Directors believes that the appraisal institution selected by the company for the purchase of assets by issuing shares is independent, the premise of appraisal assumptions is reasonable, the appraisal method is relevant to the appraisal purpose, the appraisal conclusion of the asset appraisal report is reasonable and the appraisal pricing is fair.
It is hereby explained.
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Baoding Technology Co.Ltd(002552) board of directors March 17, 2022
