Beijing Hualian Hypermarket Co.Ltd(600361)
Independent opinions of independent directors on the evaluation independence, the rationality of evaluation assumptions, the correlation between evaluation methods and evaluation purposes, and the fairness of evaluation pricing
Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as "listed company" or "company") intends to sell all assets and liabilities as of the benchmark date (hereinafter referred to as "proposed assets") to the controlling shareholder Beijing Hualian Group Investment Holding Co., Ltd. or its designated third party, It plans to purchase 100% equity of innovative metal held by Shandong innovation group Co., Ltd. (hereinafter referred to as "innovation group"), Cui Lixin, Yang Aimei, Geng Hongyu, Wang Wei and financial investors of Shandong innovative metal Technology Co., Ltd. (hereinafter referred to as "innovative metal" and "target company") by issuing shares to purchase assets, Meanwhile, supporting funds are raised (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. In accordance with the measures for the administration of major asset restructuring of listed companies, as an independent director of the company, I hereby express the following independent opinions on the independence of the evaluation institution of this transaction, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation 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, as an independent director of the company, we believe that the appraisal institution hired by the company for this exchange is independent, the appraisal assumptions are reasonable, the appraisal methods are relevant to the appraisal purpose, the appraisal conclusions in the asset appraisal report are reasonable, the appraisal pricing is fair, and there is no damage to the interests of the company and its shareholders, especially minority shareholders.
It is hereby explained.
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(there is no text on this page, which is the seal page of the independent opinions of Beijing Hualian Hypermarket Co.Ltd(600361) independent directors on the evaluation of independence, the rationality of evaluation assumptions, the correlation between evaluation methods and evaluation purposes, and the fairness of evaluation pricing) independent directors:
Yan Junjun, Zhao Tianyan, Zhan Xingtao
Beijing Hualian Hypermarket Co.Ltd(600361) January 26, 2022
