Shanxi Coking Coal Energy Group Co.Ltd(000983) independent directors’ independent opinions on the independence of the evaluation institution, the rationality of evaluation assumptions, the correlation between evaluation methods and evaluation purposes, and the fairness of evaluation 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”).
The 8th meeting of the 8th board of directors of the company was held on January 14, 2022. As an independent director of the company, we have carefully read and reviewed the information on relevant matters and have a detailed understanding of the relevant situation. Now, according to the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies The relevant provisions of laws, regulations and normative documents such as the detailed rules for the implementation of non-public offering of shares by listed companies, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter collectively referred to as “laws and regulations”) and the Shanxi Coking Coal Energy Group Co.Ltd(000983) articles of Association (hereinafter referred to as “the articles of association”) have a great impact on the independence The independent opinions on the rationality of the appraisal assumptions, the relevance between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing are as follows:
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.
Independent director: Li Yumin, Zhao Lixin, Li Yongqing, Deng Shuping January 14, 2022
