Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
Opinions on the independence of valuation institutions, the rationality of valuation assumptions, the correlation between valuation methods and valuation purposes, and the fairness of transaction pricing are issued in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies and other relevant laws According to the relevant provisions of the regulations and the articles of association, Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as "the company") intends to issue a voluntary comprehensive offer through indirectly holding an overseas subsidiary Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd. as the offeror, provided that the preconditions are met, Purchase all issued shares of the target company (hereinafter referred to as "this transaction") from all shareholders of Longxiang Group Holdings Co., Ltd. (hereinafter referred to as "the target company") listed on the main board of the Hong Kong Stock Exchange in cash.
The company hired Shenzhen Pengxin assets appraisal Land Real Estate Appraisal Co., Ltd. as the valuation institution of this transaction, conducted valuation analysis on the target company with September 30, 2021 as the valuation base date, and issued relevant valuation reports.
In accordance with the provisions of relevant laws, regulations and normative documents, after detailed verification of relevant valuation matters, the board of directors of the company issued the following opinions on the independence of valuation institutions, the rationality of valuation assumptions, the relevance between valuation methods and valuation purposes, and the fairness of transaction pricing:
1. The valuation institution of this transaction is Shenzhen Pengxin asset appraisal Land Real Estate Appraisal Co., Ltd. Except for the business relationship, the valuation institution and valuation personnel have no other related relationship with the company and the relevant parties of this transaction, and there is no realistic and expected interest or conflict. The above valuation institutions are independent.
2. The assumptions and premises of the valuation report can be implemented in accordance with relevant national laws and regulations, follow the common practices or standards in the market, and comply with the actual situation of the valuation object and the actual situation of this transaction. The valuation assumptions and premises are reasonable.
3. The valuation institution has followed the principles of independence, objectivity, scientificity and impartiality in the valuation process, applied the valuation method that is compliant and in line with the actual situation of the target company and the actual situation of this transaction, and selected comparable companies and comparable transactions with appropriate and reliable reference data; The selection of valuation method is appropriate, the valuation conclusion is reasonable, and the correlation between valuation method and valuation purpose is consistent. 4. In this transaction, the company comprehensively considered and comprehensively evaluated the asset status, profitability, valuation level, shareholders' interests, integration benefits and other factors of the target company, and finally determined the transaction price. The purpose of the valuation report is to analyze the rationality of the transaction price and whether there is any situation damaging the interests of the company and shareholders.
In conclusion, the transaction price is determined based on the principle of fairness and reasonableness, and various factors affecting the value of the subject company, including asset status, profitability, valuation level, shareholders' interests, business development and so on, have been comprehensively considered. The board of directors of the company believes that the transaction price is within a reasonable and fair range, and there is no damage to the legitimate rights and interests of the company and shareholders.
Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
January 19, 2022
