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闻泰科技: 董事会关于估值机构的独立性、估值假设前提的合理性、估值方法 与估值目的相关性以及估值定价公允性的说明

Core Viewpoint - The board of directors of Wingtech Technology Co., Ltd. has provided a detailed explanation regarding the independence of the valuation agency, the reasonableness of valuation assumptions, the relevance of valuation methods to the purpose, and the fairness of the valuation pricing in relation to the proposed asset transfer to Luxshare Precision Industry Co., Ltd. and Luxshare Communications (Shanghai) Co., Ltd. Group 1 - The company intends to transfer 100% equity of several subsidiaries and business asset packages to the transaction parties through a cash transaction [1] - Shenzhen Zhonglian Asset Appraisal Co., Ltd. has been engaged to conduct the valuation of the target assets and has issued a corresponding valuation report [2] - The board has verified the independence of the valuation agency, confirming that there are no relationships or conflicts of interest with the company or the transaction parties [2][3] Group 2 - The valuation assumptions and limitations set by the valuation agency comply with national regulations and market practices, demonstrating their reasonableness [2] - The purpose of the valuation is to estimate the market value of the target assets as of December 31, 2024, providing a reference for the restructuring [2] - The valuation was conducted using the income approach, adhering to relevant laws and industry standards, ensuring objectivity and fairness in the valuation process [2][3] Group 3 - The valuation agency possesses the necessary qualifications and competencies, utilizing compliant methods that reflect the actual situation of the assets [3] - The selected reference data and materials are reliable, and the pricing is fair and reasonable, with no harm to the interests of the company and its shareholders, particularly minority shareholders [3] - The overall conclusion of the valuation is deemed reasonable, with no adverse effects on the interests of all shareholders [3]