Hnac Technology Co.Ltd(300490) board of directors
Explanation on the independence of the appraisal institution, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
Hnac Technology Co.Ltd(300490) (hereinafter referred to as "the company") intends to raise funds by issuing convertible corporate bonds to unspecified objects, and use part of the raised funds to acquire 96.20% equity of Chengbu shanneng new energy Co., Ltd. held by Huayu Investment Co., Ltd. (hereinafter referred to as "the transaction"). For this transaction, the company hired Shenzhen Zhongkehua Assets Appraisal Co., Ltd. as the appraisal institution to evaluate the subject company of this transaction and issued the corresponding asset appraisal report.
In accordance with the relevant provisions of relevant laws, regulations and normative documents, and after detailed verification of relevant evaluation matters, the board of directors of the company hereby intends to express the following opinions on the independence of the evaluation organization, the rationality of evaluation assumptions, the relevance between evaluation methods and evaluation purposes, and the fairness of evaluation Pricing:
1、 Independence of the evaluation organization
Shenzhen Zhongkehua Assets Appraisal Co., Ltd. employed by the company in this transaction is an appraisal institution that meets the requirements of the securities law. Shenzhen Zhongkehua Assets Appraisal Co., Ltd. and its handling appraisers have no actual and expected interest relationship or conflict with the company and the counterparty of this transaction that affects their provision of services. There is no other related relationship between these institutions and their handling personnel and the company, the counterparty and the target company except for normal business relations. The appraisal institution is independent.
2、 Evaluate the reasonableness of assumptions
The assumptions and premises of the relevant asset appraisal report issued by the appraisal institution and appraisers for this transaction are implemented in accordance with the provisions of relevant national laws, regulations and normative documents, follow the common practices or standards in the market, comply with the actual situation of the appraisal object, and the appraisal assumptions and premises 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, and provide a reasonable basis for the valuation of this transaction. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal. The appraisal institution adopts the income method and asset-based method to evaluate the value of the subject asset, and finally selects the obtained appraisal value as the appraisal result. In accordance with the requirements of relevant national laws, regulations, normative documents and industry norms, the assets appraisal follows the principles of independence, objectivity, scientificity and impartiality, uses the appraisal methods that are compliant and in line with the actual situation of the target assets, implements the necessary appraisal procedures, the selected appraisal methods are reasonable, and the appraisal methods are relevant to the appraisal purpose.
4、 Evaluate the fairness of pricing
The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal. In the process of appraisal, the appraisal institution has implemented necessary appraisal procedures, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal method that is compliant and in line with the actual situation of the appraised assets, selected reliable reference data and materials, and took reasonable values of important appraisal parameters such as expected future income growth rate, discount rate and income distribution in the forecast period, The appraisal value is fair and accurate. The final transaction price of this transaction is based on the appraisal value determined in the asset appraisal report issued by Shenzhen Zhongkehua Asset Appraisal Co., Ltd. and determined by both parties through negotiation. The pricing principles and methods of this transaction are fair, and there is no situation that damages the interests of the company and the majority of minority shareholders.
In conclusion, the board of directors of the company believes that the appraisal institution hired by the company for this transaction 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.
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Hnac Technology Co.Ltd(300490) board of directors January 20, 2022
