Beijing Hualian Hypermarket Co.Ltd(600361) board of directors
Explanation on the independence of the appraisal, the rationality of the appraisal assumptions, the relevance between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as "listed company" or "company") intends to sell all assets and liabilities (hereinafter referred to as "proposed assets") up to the benchmark date to the controlling shareholder Beijing Hualian Group Investment Holding Co., Ltd. or its designated third party, and intends to sell them to Shandong Chuangxin Group Co., Ltd. (hereinafter referred to as "innovation group"), Cui Lixin, Yang Aimei, Geng Hongyu Wang Wei and the financial investors of Shandong innovative metal Technology Co., Ltd. (hereinafter referred to as "innovative metal" and "target company") purchase 100% equity of innovative metal held by them by issuing shares to purchase assets, and raise supporting funds (hereinafter referred to as "this transaction").
For the purpose of this transaction, the company has hired a professional asset appraisal institution in line with the provisions of the securities law, Zhonglian asset appraisal group Co., Ltd. (hereinafter referred to as "Zhonglian appraisal") to evaluate 100% equity of the subject company and issue the corresponding appraisal report on September 30, 2021; Beijing zhongqihua Assets Appraisal Co., Ltd. (hereinafter referred to as "zhongqihua appraisal"), a professional asset appraisal institution in line with the provisions of the securities law, has been hired to evaluate the proposed assets and issue the corresponding appraisal report on September 30, 2021. According to the provisions of the measures for the administration of major asset restructuring of listed companies, after carefully reviewing the relevant materials of this appraisal, the board of directors of the company issued the following opinions on the independence of the appraisal institution of this transaction, the rationality of the appraisal assumptions, the relevance between the appraisal method and the appraisal purpose, and the fairness of the appraisal Pricing:
1、 Independence of evaluation organization
In addition to providing asset appraisal services for this transaction, the appraisal institution and its handling appraisers have no relationship with the parties to this transaction, nor do they have realistic and expected interest relations or conflicts that affect their provision of services. Their evaluation conforms to the principles and requirements of objectivity, impartiality and independence and is independent.
2、 Evaluate the rationality of assumptions
The appraisal assumptions in the asset appraisal report related to this transaction are carried out in accordance with the relevant national laws, regulations and normative culture, follow the common market practices and asset appraisal standards, comply with the actual situation of the appraisal object, and the appraisal assumptions are reasonable.
3、 Correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to provide reasonable pricing basis for this transaction. The actual scope of assets appraised by the asset appraisal institution is consistent with the scope of assets entrusted for appraisal; The asset appraisal institution has implemented corresponding appraisal procedures in the appraisal process, followed the principles of independence, objectivity, science and impartiality, applied the appraisal methods that are compliant and in line with the actual situation of the appraisal object, and selected reliable reference data and materials; The selection of evaluation methods is appropriate, the evaluation conclusion is reasonable, and the evaluation methods have strong correlation with the evaluation purpose.
4、 Evaluate the fairness of pricing
This appraisal has implemented the necessary appraisal procedures, followed the principles of independence, objectivity, scientificity and impartiality, and applied the appraisal method that is compliant and in line with the actual situation of the appraisal object. The appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date, and the appraisal results are fair.
To sum up, the appraisal institution employed by the exchange is independent, the premise of the appraisal is reasonable, the appraisal method is relevant to the appraisal purpose, the appraisal conclusion of the asset appraisal report is reasonable, the appraisal price is fair, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
It is hereby explained.
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Beijing Hualian Hypermarket Co.Ltd(600361) board of directors January 26, 2022
