Independent director of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Comments on the independence of the appraisal institution and the rationality of the appraisal assumptions
Independent opinions on 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 held by its subsidiary CQT holdings Pty Limited to Shandong Yulong Gold Co.Ltd(601028) subsidiary yurain gold Pty Ltd (hereinafter referred to as “the transaction”), which constitutes a major asset restructuring.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations, normative documents and the articles of association, as independent directors of the company, after carefully reviewing the relevant evaluation materials provided by the company for this transaction, based on our independent judgment, Express the following independent opinions 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:
1. For matters related to the 100% equity of nqm gold 2 Pty Ltd to be transferred by the company, the company employs 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, Full independence;
2. The premise and practice of the appraisal object are not in conformity with the provisions of the relevant laws and regulations, and the assumptions of the appraisal object are not in conformity with the requirements of the relevant laws and regulations, and the actual situation of the appraisal object is not in conformity with the requirements of the relevant laws and regulations;
3. The purpose of this appraisal is to provide reasonable pricing basis for the equity transfer of the subject company. Zoomlion adopts the income method and market method to evaluate the equity of the target company. In accordance with the requirements of relevant national laws, regulations and industry norms, following the principles of independence, objectivity, impartiality and scientificity, 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. The transaction company takes the asset appraisal report issued by Zoomlion appraisal and filed by Jinan High-Tech Development Co.Ltd(600807) Holding Group Co., Ltd. as a reference. The transaction pricing method is fair, and the whole transaction arrangement does not harm the interests of shareholders of the listed company, especially small and medium-sized shareholders.
To sum up, the independent directors believe that the appraisal institution selected by the company for this exchange is independent, the premise of appraisal assumptions is reasonable, the appraisal method is relevant to the appraisal purpose, the appraisal conclusion is reasonable, the transaction pricing is fair, and the important appraisal parameters, basis and conclusion selected by the appraisal institution are reasonable.
Independent directors: Dong Xueli, Yue Dejun, Qian Chunjie
May 20, 2022
