Jiangsu Daybright Intelligent Electric Co.Ltd(300670) independent director
On the independence of the appraisal institution for this major asset purchase, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
separate opinion
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) (hereinafter referred to as ” Jiangsu Daybright Intelligent Electric Co.Ltd(300670) ” or “the company”) intends to pay cash from the original lessee Tianjin Huajing zero one ship leasing Co., Ltd. (hereinafter referred to as “Huajing zero one”) through the wholly-owned subsidiary Jiangsu Daye New Energy Technology Co., Ltd. (hereinafter referred to as “Daye new energy”) or other entities designated by it Tianjin huajing-02 ship leasing Co., Ltd. (hereinafter referred to as “huajing-02”) undertakes the financial leasing interests related to Huajing 01 (No. cmhi181-1, Hua Jing 01) and Huajing 02 (No. cmhi181-2, Hua Jing 02). When the lease term expires, the company will obtain the ownership of Huajing 01 and Huajing 02 (hereinafter referred to as “this transaction”).
The parties to the transaction are Hailong 10 (Tianjin) Leasing Co., Ltd. (hereinafter referred to as “Hailong 10”), Hailong 11 (Tianjin) Leasing Co., Ltd. (hereinafter referred to as “Hailong 11”), Gulf technology, Huajing zero one The contract prices of cmhi181-1 ship sales contract, cmhi181-2 ship sales contract and Huajing 01 ship lease contract signed by Huajing zero two and others are taken as reference. Through friendly negotiation, the total amount of this transaction is USD 133985600 (RMB 854251700; converted at the exchange rate on December 31, 2021, the same below), deducting the original lessee Huajing zero one After huajing-02 has paid 292 million yuan (US $45.7989 million) of finance lease costs as of December 31, 2021, Daye new energy or other entities designated by it subsequently payable US $81.0591 million (RMB 516.8082 million) of finance lease principal and US $7.1276 million (RMB 45.4435 million) of finance lease interest.
According to the measures for the administration of major asset restructuring of listed companies, this transaction constitutes a major asset restructuring and does not involve performance commitment and compensation, ownership of profits and losses in the transition period and arrangements for accumulated undistributed profits, impairment test and compensation of assets.
In accordance with the requirements of the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and 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, the board of directors of the company, in accordance with the provisions of relevant laws, regulations and normative documents, After the detailed verification of the relevant appraisal matters, 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 are described as follows:
1. Independence of the evaluation organization
The appraisal institution hired by Jiangsu Daybright Intelligent Electric Co.Ltd(300670) for this transaction has relevant qualification certificates and professional qualifications to engage in relevant work; The institution has no relationship with Jiangsu Daybright Intelligent Electric Co.Ltd(300670) and the parties to this transaction and is independent; The appraisal report issued by the agency conforms to the principles of objectivity, independence, impartiality and science.
2. Evaluate the reasonableness of assumptions
The assumptions adopted by the appraisal institution in the appraisal of the subject assets of this transaction refer to relevant national laws and regulations and comprehensively consider the common practices or standards in the process of market appraisal. The assumptions are in line with the actual situation of the assets to be purchased and the assumptions are reasonable.
3. Correlation between evaluation method and evaluation purpose
The appraisal institution uses the replacement cost method to evaluate the value of the assets to be undertaken, and finally uses the evaluation value of the replacement cost method as the evaluation value of the assets to be undertaken. In terms of the selection of appraisal methods, the appraisal institution has comprehensively considered the characteristics of the industry and the actual situation of the assets to be purchased, and the selection of appraisal methods is appropriate and reasonable. The purpose of this appraisal is for the company to undertake the financial leasing interests related to Huajing 01 (No. cmhi181-1, Hua Jing 01) and Huajing 02 (No. cmhi181-2, Hua Jing 02) from the original Charterers Huajing zero one and Huajing zero two. Therefore, it is necessary to evaluate the market value of Huajing 01 water platform and Huajing 02 water platform on the benchmark date, Provide value reference for the above economic behavior. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal; During the appraisal process, the appraisal institution has implemented corresponding 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 subject asset, and selected reliable reference data and materials; The appraisal value of assets is fair and accurate. The selection of evaluation methods is appropriate, the evaluation conclusion is reasonable, and the correlation between the evaluation methods and the evaluation purpose is consistent.
4. Evaluate the fairness of pricing
According to the asset appraisal report on the market value project of Jiangsu Daybright Intelligent Electric Co.Ltd(300670) water platform involved in ship financial leasing interests (hcpbz (2022) No. 0010) issued by Tianjian Huachen, the total appraisal value of Huajing 01 water platform and Huajing 02 water platform on the benchmark date is 851675000 yuan. The transaction parties refer to the contract prices of cmhi181-1 ship sales contract, cmhi181-2 ship sales contract and Huajing 01 ship leasing contract signed by Hailong 10 and Hailong 11 with Gulf technology, Huajing zero one and Huajing zero two. Through friendly negotiation, the total amount of this transaction is 854251700 yuan, and the pricing of the underlying assets of this transaction is close to the assessed value, The pricing of this transaction is fair and reasonable.
To sum up, the appraisal institution selected and employed by the company in this transaction is independent, the premise of appraisal assumptions is reasonable, the appraisal method is relevant to the appraisal purpose, and the appraisal pricing is fair.
(there is no text on this page, which is the signature page of the independent opinions of Jiangsu Daybright Intelligent Electric Co.Ltd(300670) independent directors on the independence of the appraisal institution for this major asset purchase, the rationality of valuation assumptions, the correlation between valuation methods and valuation purposes, and the fairness of valuation and pricing)
Signature of independent director:
Shi Pinglin Mingyao
Signed on:
