Henan Lantian Gas Co.Ltd(605368) independent directors
Independent opinions on the independence of the appraisal institution, the rationality of the appraisal assumptions, the relevance between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
In accordance with the company law, the securities law, the rules for independent directors of listed companies, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the stock listing rules of Shanghai Stock Exchange, the Henan Lantian Gas Co.Ltd(605368) articles of association and other relevant provisions, we are the independent directors of Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as the "company"), Carefully reviewed the relevant materials of the company's plan to purchase 52% equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as the "target company") held by Changge Yulong Industrial Co., Ltd. (hereinafter referred to as the "counterparty") by issuing shares (hereinafter referred to as the "transaction"), and expressed the following independent opinions on the asset appraisal related matters involved in the transaction: 1. The appraisal institution is independent
The company hired Zhongwei Zhengxin (Beijing) Asset Appraisal Co., Ltd. to undertake the appraisal of this transaction, signed relevant agreements, and the selection and employment procedures were in compliance. Zhongwei Zhengxin (Beijing) Assets Appraisal Co., Ltd. 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 qualified for this appraisal. In addition to the business relationship of providing appraisal services for this transaction, Zhongwei Zhengxin (Beijing) Asset Appraisal Co., Ltd. and its handling appraiser have no other related relationship with the company, the counterparty and the target company, nor any realistic and expected interest relationship or conflict affecting its provision of services, so it has full independence.
2、 The assumptions of this appraisal are reasonable
The premise of the appraisal assumption of the relevant asset appraisal report issued by the 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 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 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.
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Wang Zheng: Zhao Jian:
Fuhao card:
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