Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors
Notes on the independence of the appraisal institution, the rationality of the appraisal assumptions, the relevance of the appraisal method to the appraisal purpose, and the fairness of the appraisal pricing
Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as ” Shanxi Coking Coal Energy Group Co.Ltd(000983) ” and “listed company”) intends to purchase 51% equity of Huajin Coking Coal Co., Ltd. (hereinafter referred to as “Huajin coking coal”) and 49% equity of Shanxi Huajin Mingzhu Coal Co., Ltd. (hereinafter referred to as “Mingzhu coal”) by issuing shares and paying cash, and raise supporting funds (hereinafter referred to as “this transaction”).
With regard to the issue that Zhongshui Zhiyuan Assets Appraisal Co., Ltd. (hereinafter referred to as “appraisal institution”) evaluates the subject assets of this transaction and issues relevant appraisal reports, the board of directors of the company believes that:
1. The appraisal institution is independent
The appraisal institution issuing the appraisal report for the company’s transaction complies with the requirements of relevant laws and regulations. The selection and employment procedures of these appraisal institutions are legal and compliant. In addition to business relations, there is no affiliated relationship and no real conflict of interest between the appraisal institution and its handling appraisers and the company and the counterparty. The appraisal institution is independent.
2. The assumptions of this appraisal are reasonable
The assumptions and restrictions set by the appraisal institution and its appraisers on the subject assets are implemented in accordance with the provisions of relevant national laws and regulations, follow the general industry practices and appraisal standards in the market, comply with the actual situation of the appraisal object, and the assumptions are reasonable.
3. The correlation between the evaluation method and the evaluation purpose is consistent
The purpose of this appraisal is to determine the market value of the subject asset as of the benchmark date of appraisal and provide reference basis for relevant pricing of this transaction. The appraisal institution of this transaction has adopted two appraisal methods: asset-based method and income method to evaluate the subject assets. The actual scope of assets evaluated is consistent with the scope of assets entrusted for evaluation. Finally, the appraisal institution has selected the appraisal conclusion of asset-based method; In accordance with the requirements of relevant national laws and regulations, industry practices and appraisal rules, the appraisal institution followed the principles of independence, objectivity, impartiality and scientificity, adopted the above recognized appraisal methods in line with the actual situation of the subject asset, and implemented the necessary appraisal procedures to evaluate the market value of the subject asset on the benchmark date, The selected appraisal method is reasonable and appropriate, which is relevant to the appraisal purpose of this appraisal.
4. The appraisal pricing is fair
In the course of this appraisal, in accordance with relevant laws and regulations, industry practices and appraisal rules, and based on the principles of independence, objectivity, impartiality and science, the appraisal institution has implemented necessary appraisal procedures, selected appropriate appraisal methods, and the appraisal results objectively and fairly reflect the market value of the subject assets as of the benchmark date, The asset appraisal report issued by the appraisal institution has been filed by Shanxi state owned Capital Operation Co., Ltd., and the appraisal results and pricing are fair.
The transaction consideration of the underlying assets of this transaction is based on the evaluation value specified in the evaluation report issued by the evaluation institution meeting the requirements of relevant laws and regulations and filed by Shanxi state owned Capital Operation Co., Ltd. and determined by the transaction parties through negotiation. The transaction consideration of the underlying assets is fair and reasonable.
It is hereby explained.
(there is no text below) (this page is the sealed page of the Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors’ notes 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)
Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors January 14, 2022
