Sichuan Development Lomon Co.Ltd(002312) board of directors
About the independence of the appraisal institution, the rationality of the appraisal assumptions and methods
Description of the relevance to the evaluation purpose and the fairness of the evaluation pricing
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as “the company”) intends to issue shares to Sichuan Development Mining Group Co., Ltd. (hereinafter referred to as “Chuanfa mining”) to purchase 80% equity of Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as “the target company” and “Tianrui mining”) Issue shares to Sichuan Salt Industry Corporation (hereinafter referred to as “Sichuan salt industry”) to purchase 20% equity of Tianrui mining (hereinafter referred to as “this transaction”). After the completion of this transaction, Tianrui mining will become a wholly-owned subsidiary of the company. According to the relevant provisions of the administrative measures for major asset restructuring of listed companies and the stock listing rules of Shenzhen Stock Exchange, this transaction does not constitute major asset restructuring and listing, but constitutes related party transactions.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies and other laws, regulations and normative documents, The board of directors of the company engaged the appraisal institution Sichuan Tianjian Huaheng Assets Appraisal Co., Ltd. (hereinafter referred to as “Tianjian Huaheng” and “appraisal institution”) to appraise the subject assets for this transaction. After carefully reviewing the relevant appraisal materials of this transaction, the board of directors discussed the independence of the appraisal institution, the rationality of the appraisal assumptions The opinions on the relevance between the appraisal method and the appraisal purpose and the fairness of the appraisal pricing are as follows:
1. Independence analysis of evaluation organization
The appraisal institution of this transaction is Tianjian Huaheng. Tianjian Huaheng is qualified to engage in securities service business, has professional qualification and rich business experience, and is competent for this appraisal. The company hired Tianjian Huaheng to undertake the evaluation of this transaction, signed relevant agreements, and the selection procedures were in compliance.
In addition to normal business transactions, the appraisal institution and its handling appraisers have no relationship with the company, the subject company and its related parties, and there are no realistic and expected interest relations or conflicts that affect their provision of services. They are fully independent.
2. Rationality analysis of evaluation assumptions
The assumptions of this appraisal are made in accordance with relevant national laws and regulations, follow the general practices or standards of the market, comply with 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.
3. Correlation analysis between evaluation methods and evaluation purposes
The purpose of this appraisal is to determine the market value of the subject asset (100% equity of the subject company) on the benchmark date, so as to provide value reference basis for this transaction. Tianjian Huaheng adopted the income method and asset-based method to evaluate the subject assets respectively, and finally selected the evaluation value of the asset-based method as the evaluation result.
The current assets appraisal complies with the requirements of relevant laws, regulations and industry norms, follows the principles of independence, objectivity, impartiality and science, implements the necessary appraisal procedures according to the recognized asset appraisal methods, and evaluates the market value of the subject asset on the benchmark date. The selected appraisal methods are reasonable and consistent with the purpose of the appraisal.
4. Fairness of transaction pricing
The underlying assets of this transaction have been audited and evaluated by accounting firms and asset evaluation institutions with securities and futures related business qualifications. The pricing of this transaction is based on the evaluation report issued by Tianjian Huaheng and determined by all parties to the transaction through consultation on the principle of fairness and voluntariness. The asset pricing is fair and reasonable, It will not damage the interests of the company and minority shareholders.
The independent directors of the listed company have expressed independent opinions on the independence of the evaluation institution, the rationality of the evaluation assumptions and the fairness of the evaluation pricing.
In conclusion, the board of Directors believes that the evaluation institution selected and employed by the company in this transaction meets the requirements of independence and has corresponding business qualification and competence; The premise of the appraisal is reasonable, the reason for the selection of the appraisal method is sufficient, the on-site verification is carried out according to the requirements of the asset appraisal standards and other laws and regulations, and the corresponding evidence data are obtained; The evaluation method is relevant to the evaluation purpose; The appraisal pricing is fair and reasonable.
It is hereby explained.
Sichuan Development Lomon Co.Ltd(002312) board of directors January 14, 2002
