ST联合: 国旅文化投资集团股份有限公司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% of Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payment, and has engaged Jinzheng (Shanghai) Asset Appraisal Co., Ltd. as the evaluation agency for this transaction [1][2]. Group 1 - The evaluation agency, Jinzheng Appraisal, is independent and complies with the Securities Law requirements, having no conflicts of interest with the company or the parties involved in the restructuring [1][3]. - The purpose of the asset evaluation is to determine the market value of the target company as of the evaluation benchmark date, which will serve as a reference for transaction pricing [2]. - The evaluation methods used include the income approach and market approach, with the income approach being the final valuation method for the total equity value of the target company [2]. Group 2 - The evaluation process adhered to national laws, regulations, and industry standards, ensuring that the selected data and methods were reliable and appropriate [2]. - The evaluation results objectively reflect the actual situation of the evaluated entity as of the benchmark date, and the final transaction price will be based on the appraisal report filed with Jiangxi Changtian Tourism Group Co., Ltd. [2]. - The board believes that the selected evaluation agency is independent, the evaluation assumptions are reasonable, and the methods used are appropriate and relevant to the evaluation objectives, ensuring that the transaction price is fair and reasonable [3].