Fuda Alloy Material Co.Ltd(603045) independent director
Independent opinions 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
In accordance with the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association, the detailed rules for the work of independent directors and other relevant laws, regulations and rules, we, as independent directors of Fuda Alloy Material Co.Ltd(603045) (hereinafter referred to as “the company”), based on the independent, objective and impartial position, In accordance with the duties and rights of independent directors and in the spirit of good faith and diligence, we express the following independent opinions on the independence of the evaluation institution of the company’s major asset replacement and issuance of shares to purchase assets and related party transactions (hereinafter referred to as “this reorganization” or “this transaction”), the rationality of evaluation assumptions and the fairness of evaluation Pricing:
1. Zhongshui Zhiyuan Assets Appraisal Co., Ltd. and Beijing zhongqihua Assets Appraisal Co., Ltd., which respectively issue appraisal reports for the assets purchased and the assets placed in this transaction, are appraisal institutions in accordance with the provisions of the securities law. The selection and employment procedures of the evaluation institution are in compliance. Except for participating in the evaluation of this transaction, the evaluation institution and the handling appraiser have no relationship with the listed company, the counterparty and the target company, and there is no realistic and expected interest relationship. The evaluation institution is independent.
2. The assumptions and restrictions set by the appraisal institution and its appraisers are implemented in accordance with relevant national laws and regulations, follow the general practices or guidelines of the market, and conform to the actual situation of the appraisal object. The assumptions are reasonable.
3. 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. Beijing zhongqihua Assets Appraisal Co., Ltd. uses the income method and market method to evaluate the value of the assets to be placed, and finally uses the evaluation value of the income method as the evaluation value of the assets to be placed. Zhongshui Zhiyuan Assets Appraisal Co., Ltd. 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. This transaction is based on the evaluation results of the evaluation report issued by the evaluation institution with relevant securities and futures business qualification. The price of the assets to be placed and the assets to be placed is determined, and the transaction pricing method is reasonable. The appraisal institution employed in this transaction meets the requirements of independence, has corresponding business qualification and competence, has sufficient reasons for the selection of appraisal methods, has carried out on-site verification in accordance with the requirements of asset appraisal standards and other laws and regulations, has obtained corresponding evidence, and the appraisal pricing is fair.
To sum up, the independent directors of the company believe that the appraisal institution hired by the company for this transaction is independent, the premise of the appraisal is reasonable, the appraisal method is relevant to the appraisal purpose, the appraisal conclusion of the asset appraisal report is reasonable, the appraisal price is fair, and will not harm the interests of the company and shareholders, especially minority shareholders.
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(there is no text on this page, which is the signature page of Fuda Alloy Material Co.Ltd(603045) independent director’s independent opinions 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 price.) independent director:
Wen Dongmei, Huang pinxu, Zhang Jie
specific date
