Henan Lantian Gas Co.Ltd(605368) board of directors on this transaction
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
. After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) .
In accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of major asset restructuring of listed companies, the board of directors made the following statements after analyzing 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:
1. The asset appraisal institution is independent
The company hired Zhongwei appraisal to undertake the appraisal of this transaction, signed relevant agreements, and the selection and employment procedures were in compliance. Zhongwei appraisal has the appraisal qualification certificate issued by relevant departments and has been filed with the CSRC in accordance with the provisions on the administration of the filing of securities service institutions engaged in securities service business. It has professional qualification and rich business experience in securities business and is competent for this appraisal. In addition to the business relationship of providing appraisal services for this transaction, Zhongwei appraisal and its handling appraisers have no other related relationships with the company, the counterparty and the target company, and there are no realistic and expected interest relationships or conflicts that affect their provision of services, so they are fully independent. 2. The assumptions of this appraisal are reasonable
The premise of the appraisal assumption of the relevant asset appraisal report issued by the asset appraisal institution for this transaction is that it is carried out in accordance with the relevant national laws and regulations, follows the general practices or standards of the market, conforms to the actual situation of the appraisal object, finds no facts contrary to the premise of the appraisal assumption, and the premise of the appraisal assumption is reasonable.
3. The relevance between the evaluation method and the evaluation purpose is consistent
According to the applicability of the appraisal method and the specific situation of the appraisal object, this appraisal adopts the income method and asset-based method to evaluate the subject assets, and finally takes the appraisal result of the income method as the appraisal conclusion. Since the purpose of this appraisal is to determine the fair value of the subject asset on the benchmark date and provide value reference basis for this transaction, the appraisal method selected by the asset appraisal institution is appropriate, the appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date, and the correlation between the appraisal method and the appraisal purpose is consistent.
4. The appraisal pricing is fair
This appraisal has implemented necessary appraisal procedures and followed the principles of independence, objectivity, scientificity and impartiality. The appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date. The appraisal method is appropriate and the appraisal conclusion is fair.
To sum up, the asset appraisal institution selected and employed by the company in this exchange 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 is reasonable and the appraisal price is fair.
It is hereby explained.
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(there is no text on this page, which is the signature page of the instructions of Henan Lantian Gas Co.Ltd(605368) board of 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)
Henan Lantian Gas Co.Ltd(605368) board of directors April 20, 2022
