Enn Natural Gas Co.Ltd(600803) 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
Enn Natural Gas Co.Ltd(600803) (hereinafter referred to as “the company”) intends to purchase 90% equity of ENN (Zhoushan) LNG Co., Ltd. (hereinafter referred to as “the target company”) jointly held by ENN Technology Development Co., Ltd., ENN Group Co., Ltd. and ENN holding Investment Co., Ltd. (hereinafter referred to as “the transaction”) by issuing shares and paying cash. For this transaction, the company hired the appraisal institution Zhonglian asset appraisal group Co., Ltd. (hereinafter referred to as “Zhonglian appraisal” or “appraisal institution”) in line with the provisions of the securities law. In accordance with the requirements of the measures for the administration of major asset restructuring of listed companies, the stock listing rules of Shanghai Stock Exchange, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and the standards for the contents and forms of information disclosure of companies offering securities to the public No. 26 – major asset restructuring of listed companies, as an independent director of the company, after carefully reviewing the relevant materials of this appraisal, The independent opinions on the independence of the evaluation institution, the rationality of the evaluation assumptions, the relevance between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing are as follows:
1. Independence of the evaluation organization
As the appraisal institution that intends to purchase assets, Zoomlion appraisal has the business qualification related to securities and futures. In addition to the normal business relationship, these institutions and their handling personnel have no other relationship with the company, the counterparty and the parties involved in the reorganization, and there is no realistic and expected interest relationship or conflict affecting their provision of services. The selection and employment procedures of this appraisal institution are in compliance, and the appraisal institution is independent.
2. Evaluate the rationality of assumptions
The appraisal assumptions of the appraisal report issued by Zoomlion appraisal for this transaction can be carried out in accordance with relevant national laws and regulations, follow the general practices or standards of the market, and conform to the actual situation of the appraisal object. The appraisal 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 of appraisal and provide value reference basis for this transaction. Zoomlion adopts asset-based method and income method to evaluate the value of the assets to be purchased, and selects the income method as the final evaluation conclusion, which is in line with the relevant provisions of the CSRC on the selection of evaluation methods. The evaluation method selected by the evaluation organization meets the requirements of the evaluation purpose and is related to the evaluation purpose.
4. Evaluate the fairness of pricing
The appraisal result of this appraisal objectively and fairly reflects the actual situation of the appraisal object on the benchmark date. The appraisal conclusion is reasonable and the appraisal value is fair. There is no situation that damages the interests of the company and minority shareholders.
To sum up, the appraisal institution employed in this transaction has the business qualification related to securities and Futures and is independent; The assumptions related to this transaction are reasonable; The selection of evaluation methods is appropriate and meets the requirements of evaluation purpose; The appraisal result is objective and fair, and the appraisal price is fair. This transaction is based on the evaluation results determined in the evaluation report issued by the evaluation institution, and the transaction price of the subject asset is determined through negotiation with the counterparty. The pricing principle is in line with the provisions of relevant laws and regulations, the pricing is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
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(there is no text on this page, which is the signature page of the independent opinions of Enn Natural Gas Co.Ltd(600803) independent directors 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)
Li Xingang, Qiao Gangliang, Tang Jiasong
（QIAO GANGLIANG）
Zhang Yu
specific date
