Enn Natural Gas Co.Ltd(600803) board of directors
About the independence of the appraisal institution, the rationality of the premise of the appraisal hypothesis
Description of the relevance 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 " Enn Natural Gas Co.Ltd(600803) " or "the company") intends to issue shares and pay cash to purchase 90% equity of ENN (Zhoushan) LNG Co., Ltd. (hereinafter referred to as "the target company") (hereinafter referred to as "this transaction"). 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 by companies offering securities to the public No. 26 - major asset restructuring of listed companies, after fully understanding the evaluation matters related to this transaction, the board of directors of the company will discuss the independence of the evaluation institution We express the following opinions on the rationality of the assumptions, the relevance between the evaluation method and the evaluation purpose, and the fairness of the evaluation Pricing:
1. Independence of evaluation organization
The Zoomlion appraisal employed in this transaction complies with the relevant provisions of the securities law and has professional competence. Apart from the normal business relationship between the appraisal institution and its handling appraiser and the company, the counterparty and the target company, there is no other related relationship, no actual and expected interests or conflicts, and the appraisal institution is independent.
2. Evaluate the rationality of assumptions
The assumptions and restrictions of the relevant asset appraisal report issued by the appraisal institution for this transaction are implemented in accordance with relevant national laws and regulations, follow the prevailing market practices or standards, comply with the actual situation of the appraisal object, and are reasonable.
3. Correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to determine the market value of the assets to be purchased as of the benchmark date of the appraisal as the reference basis for the pricing of this transaction. The appraisal institution has implemented corresponding appraisal procedures in the appraisal process, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal method that is compliant and in line with the actual situation of the subject asset, 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
This transaction is based on the evaluation results of the evaluation report issued by the evaluation institution qualified for securities and futures business. The transaction price of this transaction is determined through negotiation between the trading parties. The pricing method of this transaction is reasonable and the transaction price is fair, without harming the interests of the company and small and medium-sized shareholders.
In conclusion, the board of directors of the company believes that the appraisal institution employed in this transaction is independent, the premise of appraisal assumptions is reasonable, the correlation between the appraisal method and the appraisal purpose is consistent, the appraisal conclusion of the asset appraisal report issued by it is reasonable and the appraisal price is fair.
It is hereby explained.
Enn Natural Gas Co.Ltd(600803) board of directors
April 18, 2022
