Fuda Alloy Material Co.Ltd(603045) board of directors
Explanation on the independence of the appraisal, the rationality of the appraisal assumptions, the relevance between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
Fuda Alloy Material Co.Ltd(603045) (hereinafter referred to as "listed company" or "company") takes all assets and liabilities as disposed assets (hereinafter referred to as "proposed disposed assets") as of the benchmark date of appraisal, Replace the equivalent part of all shares of Cayman aluminum (Sanmenxia) Co., Ltd. (hereinafter referred to as "Sanmenxia aluminum" and "target company") held by Hangzhou Jinjiang Group Co., Ltd. (hereinafter referred to as "Jinjiang Group") as of the benchmark date, and transfer them to Hangzhou Jinjiang Group Co., Ltd., Hangzhou Zhengcai Holding Group Co., Ltd., Zhejiang HENGJIA Holding Co., Ltd Manchester United (Hangzhou) enterprise management partnership (limited partnership), Hangzhou Yande Industrial Co., Ltd., Shaanxi nonferrous Yulin New Material Group Co., Ltd., Gansu Dongxing Aluminum Co., Ltd., Hunan caixinjingzhi equity investment partnership (limited partnership), Xiamen Xiangyuan supply chain Co., Ltd., Henan Mingtai Al.Industrial Co.Ltd(601677) , Xinjiang Shenhuo Coal Power Co., Ltd., Xinjiang Jingqian equity investment limited partnership Qianhai equity investment fund (limited partnership), Hangzhou Jingbing enterprise management partnership (limited partnership), Luoyang Qianhai science and Innovation Development Fund (limited partnership), Zhongyuan Qianhai equity investment fund (limited partnership), Fuzhou Gulou District Strait Herong venture capital partnership (limited partnership) and Zhejiang kunheng Trading Co., Ltd. purchased the remaining equity of Sanmenxia aluminum industry after replacement by issuing shares to purchase assets, Meanwhile, supporting funds are raised (hereinafter referred to as "this transaction").
For the purpose of this transaction, the company has hired Beijing zhongqihua Asset Appraisal Co., Ltd. (hereinafter referred to as "zhongqihua appraisal"), a professional asset appraisal institution in line with the provisions of the securities law, to evaluate 100% equity of the target company and issue the corresponding appraisal report on September 30, 2021; Zhongshui Zhiyuan Assets Appraisal Co., Ltd. (hereinafter referred to as "Zhongshui Zhiyuan appraisal"), a professional asset appraisal institution in line with the provisions of the securities law, has been hired to evaluate the proposed assets and issue the corresponding appraisal report on September 30, 2021. According to the provisions of the measures for the administration of major asset restructuring of listed companies, after carefully reviewing the relevant materials of this appraisal, the board of directors of the company issued the following opinions on the independence of the appraisal institution of this transaction, the rationality of the appraisal assumptions, the relevance between the appraisal method and the appraisal purpose, and the fairness of the appraisal Pricing:
1、 Independence of evaluation organization
The appraisal institutions engaged in this transaction, Zhongshui Zhiyuan appraisal and zhongqihua appraisal, comply with the provisions of the securities law and have relevant business qualifications. There is no realistic and expected interest relationship or conflict between Zhongshui Zhiyuan appraisal and zhongqihua appraisal and their handling appraisers and the listed company, Sanmenxia aluminum and all parties to the transaction, which has full independence.
2、 Evaluate the rationality of assumptions
The assumptions of this appraisal are made in accordance with the relevant national laws and regulations, follow the general practices or standards of the market, and conform to the actual situation of the appraisal object. No matters contrary to the assumptions of the appraisal are found, and the assumptions of the appraisal are reasonable.
3、 Correlation between evaluation method and evaluation purpose
The purpose of this transaction appraisal is to determine the market value of the assets to be placed and the assets to be placed as of the benchmark date, which will be used as a reference for the pricing basis of the assets to be placed and the assets to be placed in this transaction. Zhongqihua adopts the income method and market method to evaluate the value of the assets to be placed, and finally adopts the evaluation value of the income method as the evaluation value of the assets to be placed; Zhongshui Zhiyuan adopts the asset-based method and income method to evaluate the value of the proposed assets, and finally adopts the evaluation value of the asset-based method as the evaluation value of the proposed assets. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal; The appraisal institution has implemented corresponding appraisal procedures in the appraisal process, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal methods that are compliant and in line with the actual situation of the assets, and selected reliable reference data and materials; The appraisal value of assets is fair and accurate. The selection of evaluation methods is appropriate, the evaluation conclusion is reasonable, and the correlation between the evaluation methods and the evaluation purpose is consistent.
4、 Evaluate the fairness of pricing
The final transaction price of the assets to be placed and the assets to be placed is determined based on the evaluation report issued by the evaluation institution in accordance with the provisions of the securities law, and the transaction pricing method is reasonable. The appraisal institution employed in this transaction meets the requirements of independence and has corresponding business qualification and competence. In the specific work, it has carried out on-site verification in accordance with the requirements of asset appraisal standards and other laws and regulations, obtained corresponding evidence and materials, and the appraisal pricing is fair.
To sum up, the board of directors of the listed company believes that the evaluation institution hired by the company for this transaction is independent, the evaluation assumptions are reasonable, the evaluation methods are relevant to the evaluation purpose, the evaluation conclusion of the asset evaluation report is reasonable, the evaluation price is fair, and will not damage the interests of the company and shareholders, especially small and medium-sized shareholders. It is hereby explained.
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Fuda Alloy Material Co.Ltd(603045) board of directors MM DD YY
