Shanghai Sk Automation Technology Co.Ltd(688155) board of directors
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
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the company”) intends to acquire 51% of the equity of Ningde Dongheng Machinery Co., Ltd. (hereinafter referred to as “the target company”) in cash (hereinafter referred to as “the transaction” or “the major asset reorganization”), and the company will realize the holding of the target company after the completion of the transaction.
The board of directors of the company explained the independence of the evaluation institution, the rationality of the evaluation assumptions, the relevance of the evaluation methods and the fairness of the evaluation pricing as follows:
1. Independence of evaluation organization
The company employs Shanghai jiace Assets Appraisal Co., Ltd. as the appraisal institution of this transaction to undertake the appraisal of this transaction. The appraisal institution has legal qualification. Except for the normal business transactions between the appraisal institution and its appraisers, the company and the subject company, there is no other related relationship, nor does there exist any realistic or predictable interest relationship or conflict other than professional fees. The appraisal institution is independent.
2. Evaluate the rationality of assumptions
The appraisal assumptions and premises set by the appraisal institution and appraisers for the subject assets are implemented in accordance with the provisions of relevant national laws, regulations and normative documents, follow the common practices or guidelines of the market, and conform to the actual situation of the appraisal object. The appraisal assumptions and premises are reasonable.
3. The purpose of the evaluation is related to the evaluation method
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 the pricing of the subject asset of this transaction. The appraisal institution adopts the income method and asset-based method to evaluate the value of the subject assets, and finally selects the appraisal value obtained by the income method as the appraisal result. In accordance with the requirements of relevant national laws, regulations, normative documents and industrial norms, following the principles of independence, objectivity, notarization and science, and in accordance with the recognized asset appraisal methods, the necessary appraisal procedures have been implemented to evaluate the market value of the subject asset on the benchmark date. The selected appraisal methods are reasonable and relevant to the purpose of the appraisal.
4. Fairness of transaction pricing
The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal. This appraisal has implemented necessary appraisal procedures, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal method that is compliant and in line with the actual situation of the appraised assets, selected reliable reference data and materials, and the appraised value of the assets is fair and accurate. The final transaction price of this transaction is based on the evaluation results of the underlying assets and determined by the transaction parties through negotiation. The pricing of the underlying assets is fair and does not harm the interests of the company and minority shareholders. In conclusion, the board of directors of the company believes that the appraisal institution hired by the company for this transaction is independent, the premise of appraisal assumptions is reasonable, the appraisal method is relevant to the appraisal purpose, and the appraisal pricing is fair. It is hereby explained.
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