Board of directors of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Notes on the independence of the appraisal institution, the rationality of the premise of the appraisal hypothesis, the relevance between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as "the company") plans to transfer 100% equity of nqm gold 2 Pty Ltd (hereinafter referred to as "nqm company") held by its subsidiary CQT holdings Pty Limited to Shandong Yulong Gold Co.Ltd(601028) subsidiary yurain goldpty Ltd (hereinafter referred to as "the transaction"), which constitutes a major asset restructuring.
In accordance with the relevant provisions of 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 stock listing rules of Shanghai Stock Exchange and the articles of association, the board of directors, after carefully reviewing the relevant materials of this transaction, made a decision on the independence of the evaluation institution, the rationality of the evaluation assumptions The relevance between the appraisal method and the appraisal purpose and the fairness of the appraisal pricing are described as follows:
1. Independence of evaluation organization
For matters related to the company's proposed transfer of 100% equity of nqm company, the company hired Zoomlion asset appraisal group Co., Ltd. (hereinafter referred to as "Zoomlion appraisal") as the appraisal institution of this transaction, with the qualification of securities and futures related services. There is no actual expected interest relationship or conflict between the appraisal institution and its handling appraiser and the listed company and the parties to the assets to be sold, and there is no actual expected interest relationship or conflict affecting the provision of appraisal services. There is no other related relationship between these institutions and their handling personnel and the listed company, the counterparty and the target company except for the normal business relationship, Fully independent.
2. Evaluate the rationality of assumptions
The assumptions and premises of the relevant reports issued by Zoomlion appraisal comply with the provisions of national laws and regulations and normative documents, the requirements of appraisal standards and industry practices, and the actual situation of the appraisal object. No facts contrary to the assumptions and premises of the appraisal are found, which is reasonable.
3. Correlation between evaluation method and purpose
The purpose of this appraisal is to provide a reasonable basis for the company's transfer of 100% equity of nqm company. Zoomlion adopts the income method and market method to evaluate the equity of nqm company. In accordance with the requirements of relevant national laws, regulations and industry norms, following the principles of independence, objectivity, impartiality and science, and in accordance with the assets appraisal standards, 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.
4. Evaluate the fairness of pricing
The transfer price of this transaction is determined by reference to the results of the asset appraisal report issued by Zoomlion appraisal and filed by Jinan High-Tech Development Co.Ltd(600807) Holding Group Co., Ltd. The transaction pricing method is fair, and the whole transaction arrangement does not damage the interests of shareholders of listed companies, especially small and medium-sized shareholders.
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 appraisal method is relevant to the appraisal purpose, the appraisal conclusion of the asset appraisal report issued is reasonable and the appraisal price is fair.
It is hereby explained.
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Board of directors
May 20, 2022
