Ningxia Jiaze Renewables Corporation Limited(601619) board of directors
About the independence of the appraisal institution, the rationality of the premise of the appraisal assumptions, and the correlation between the appraisal method and the appraisal purpose
And the description of evaluating the fairness of pricing
Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as the "company" or "listed company") intends to purchase 22.7009% of the partnership share of Ningxia ningbai Industrial Investment Fund (limited partnership) (hereinafter referred to as "ningbai fund") held by Shanghai Electric Group Company Limited(601727) Investment Co., Ltd. by means of cash payment; Meanwhile, Hainan Kaixian Private Equity Fund Management Co., Ltd., the holding subsidiary of the listed company, plans to purchase 0.0463% of the partnership share of ningbai fund held by Ningxia Kaixian Capital Management Co., Ltd. (hereinafter referred to as "this restructuring" or "this transaction") by paying cash.
In accordance with the measures for the administration of major asset restructuring of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies and other relevant provisions, the board of directors of the company, after carefully reviewing the relevant evaluation materials of the transaction, made comments on the independence of the evaluation institution, the rationality of the evaluation assumptions The opinions on the relevance between the appraisal method and the appraisal purpose and the fairness of the appraisal pricing are as follows:
1、 Analysis on the independence of asset appraisal institutions
The company has hired Zhonghe Assets Appraisal Co., Ltd. (hereinafter referred to as "Zhonghe appraisal" or "appraisal institution") in accordance with the provisions of the securities law as the appraisal institution of this reorganization. Zhonghe appraisal and its handling appraisers have no other related relationship with the listed company, the counterparty and the transaction object except for normal business transactions, There is no actual or expected interest or conflict other than professional fees, and the evaluation organization has full independence.
2、 Evaluate the reasonableness of assumptions
The assumptions and restrictions set by Zhonghe appraisal and its appraisers are implemented in accordance with relevant national laws, regulations and provisions, follow the common practices or guidelines in the market, comply with the actual situation of the appraisal object, and the assumptions are reasonable.
3、 Correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to determine the market value of the subject asset on the benchmark date of appraisal and provide reference basis for this transaction. The appraisal institution adopts the income method and asset-based method to evaluate the wind power and photovoltaic project companies subordinate to ningbai fund, and uses the income method to summarize the evaluation results level by level to the holding platform company of ningbai fund and the parent company of ningbai fund, and then uses the asset-based method to evaluate the holding platform company and the parent company of ningbai fund, Finally, the evaluation results of ningbai fund will be formed. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal; In the process of evaluation, the evaluation institution has implemented corresponding evaluation procedures, followed the principles of independence, objectivity and impartiality, adopted evaluation methods in line with the actual situation of the subject enterprise, and selected reliable reference data and materials; The appraisal value of assets is fair and accurate. Therefore, the evaluation method is consistent with the evaluation purpose.
4、 Evaluate the fairness of pricing
The appraisal value analysis principle, adopted model and other important appraisal parameters are in line with the actual situation of the enterprise under the transaction, and the appraisal basis and conclusion are reasonable. The final transaction price of the target enterprise under this transaction is determined on the basis of the evaluation results. The pricing is fair and does not damage the interests of the company and other shareholders, especially minority shareholders.
In conclusion, the board of Directors believes that the appraisal institution hired by the company for this reorganization 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 is reasonable and the appraisal price is fair.
It is hereby explained.
Ningxia Jiaze Renewables Corporation Limited(601619) board of directors
January 18, 2002
