海兰信: 董事会关于评估机构的独立性、评估假设前提的合理性、评估方法与评估目的的相关性以及评估定价的公允性的说明

Core Viewpoint - The company is planning to acquire 100% equity of Hainan Hailan Universe Marine Information Technology Co., Ltd. from its 17 shareholders through a combination of issuing shares and cash payment, while also raising matching funds from up to 35 specific investors [1] Group 1: Independence of the Evaluation Agency - The evaluation agency, Walkson (Beijing) International Asset Appraisal Co., Ltd., was selected through a compliant process and possesses the necessary qualifications and professional experience to conduct the evaluation [2] - There are no relationships or conflicts of interest between the evaluation agency and the company, its shareholders, or the target company, ensuring the agency's independence [2] Group 2: Reasonableness of Evaluation Assumptions - The assumptions and limitations set forth in the asset evaluation report comply with national regulations and market practices, reflecting the actual situation of the evaluation object [2] Group 3: Relevance of Evaluation Methods to Objectives - The purpose of the evaluation is to determine the market value of the target assets as of the evaluation benchmark date, providing a reference for the transaction [3] - The evaluation agency followed relevant laws and industry standards, ensuring that the evaluation methods used were appropriate and the results were fair and accurate [3] Group 4: Fairness of Evaluation Pricing - The evaluation results reflect the actual situation of the evaluation object on the benchmark date, and the transaction price was determined through negotiation among the parties, ensuring fairness [3] - The evaluation results are in accordance with the provisions of the Securities Law and do not harm the interests of the company or minority shareholders [3] Group 5: Summary of Evaluation Agency's Role - The evaluation agency, Walkson (Beijing) International Asset Appraisal Co., Ltd., is independent, the evaluation assumptions are reasonable, the methods align with the objectives, and the pricing is fair [4]