Wuxi Hodgen Technology Co.Ltd(300279) board of directors
Explanation 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
Wuxi Hodgen Technology Co.Ltd(300279) (hereinafter referred to as “listed company” or ” Wuxi Hodgen Technology Co.Ltd(300279) “) plans to purchase 31.08% of the total minority shareholders’ equity of Wuxi Hejing Intelligent Technology Co., Ltd. (hereinafter referred to as “Hejing intelligent” or “target company”) held by Anhui high tech investment new materials industry fund partnership (limited partnership), Huaibei growth small and medium-sized enterprise fund Co., Ltd. and Huaibei Shanda Construction Investment Co., Ltd, It plans to raise matching funds from no more than 35 investors by issuing shares to specific objects (hereinafter referred to as “this transaction”).
The appraisal report (hereinafter referred to as “yazishi No. [0024”) issued by yazishi Securities Co., Ltd. (hereinafter referred to as “yazishi No. [0027”) as the appraisal report of the assets of the partnership.
After careful judgment, the board of directors of the listed company believes that the appraisal institution employed in this transaction is independent, the premise of the appraisal hypothesis is reasonable, the relevance between the appraisal method and the appraisal purpose is consistent, and the appraisal pricing is fair.
(I) independence of asset appraisal institution
As the appraisal institution of the underlying assets, North Asia has the qualification of securities and futures related business. In addition to the normal business relationship, the appraisal institution and its handling personnel have no other relationship with the listed company, the counterparty and the parties involved, and there is no realistic and expected interest relationship or conflict affecting its provision of services. The selection and employment procedures of the appraisal institution are in compliance, and the appraisal institution is independent.
(II) rationality of the assumptions of this appraisal
The assumptions of this appraisal are made in accordance with relevant national laws and regulations, follow the general management or standards of the market, and conform to the actual situation of the appraisal object. No facts contrary to the assumptions of the appraisal exist, and the assumptions of the appraisal are reasonable.
(III) 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. North Asia adopted the asset-based method and income method to evaluate the total equity value of the target company and the shareholders of Hejing intelligent, and took the evaluation result of the asset-based method as the evaluation conclusion of the total equity value of the shareholders of Hejing intelligent.
In accordance with the requirements of relevant laws, regulations and industry norms, following the principles of independence, objectivity, impartiality and science, and in accordance with the recognized asset appraisal method, the necessary appraisal procedures have been implemented to evaluate the market value of the subject asset on the benchmark date. The selected appraisal method is reasonable and consistent with the purpose of the appraisal.
(IV) fairness of transaction pricing
The underlying assets of this transaction have been audited and evaluated by the audit institution and asset evaluation institution. The final transaction price of the underlying assets is based on the evaluation report issued by North Asia affairs and determined by all parties to the transaction through consultation on the principle of fairness and voluntariness. The asset pricing is fair and reasonable and will not damage the interests of the company and minority shareholders.
To sum up, the board of directors of the company believes that the evaluation institution of this transaction is independent, the premise of evaluation assumptions is reasonable, the correlation between evaluation method and evaluation purpose is consistent, and the evaluation pricing is fair.
It is hereby explained.
Wuxi Hodgen Technology Co.Ltd(300279) board of directors
May 18, 2022
