Guangdong Great River Smarter Logistics Co.Ltd(002930) independent director
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”) indirectly controls the overseas subsidiary Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd. as the offeror of this transaction, and intends to issue a voluntary full-scale offer when 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. As an independent director of the company, he has carefully reviewed the major asset purchase report (Draft) and relevant documents, verified the valuation of the underlying assets involved in the restructuring, and expressed the following independent opinions on the independence of the valuation institution, the rationality of valuation assumptions, the relevance of 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 the 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. According to the relevant laws and regulations of the state and the relevant provisions of the CSRC, the transaction price is determined through negotiation based on the principle of fairness and reasonableness, and various influencing factors have been comprehensively considered. The transaction price is reasonable and fair, and there is no damage to the legitimate rights and interests of the company and shareholders.
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[this page is the signature page of the opinions of Guangdong Great River Smarter Logistics Co.Ltd(002930) independent directors 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]
Independent director: Qiu Xiaohua, Wang Kaitian, Guo leiming
January 19, 2022
