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南京化纤: 上市公司独立董事关于评估机构独立性、评估假设前提合理性、评估方法与评估目的相关性及评估定价公允性的独立意见
Zheng Quan Zhi Xing· 2025-05-12 14:36
Core Viewpoint - The independent directors of Nanjing Chemical Fiber Co., Ltd. have provided an independent opinion on the assessment agency's independence, the reasonableness of assessment assumptions, the relevance of assessment methods to assessment purposes, and the fairness of assessment pricing regarding the acquisition of 100% equity of Nanjing Process Equipment Manufacturing Co., Ltd. through asset replacement, share issuance, and cash payment [1][2][3]. Assessment Agency Independence - The company has appointed Jiangsu Huaxin Asset Appraisal Co., Ltd. as the assessment agency for this transaction, following a compliant selection process. Jiangsu Huaxin possesses the necessary professional qualifications and extensive experience to undertake the assessment work. There are no relationships or interests, other than professional fees, between Jiangsu Huaxin and the parties involved in the transaction, ensuring its independence [1]. Reasonableness of Assessment Assumptions - Jiangsu Huaxin has considered the actual industry conditions and the operational status of the relevant assets in its assessment. The assumptions made for the assessment are in accordance with national regulations and follow market conventions, aligning with the actual situation of the assessed objects, with no contradictory facts identified [2]. Relevance of Assessment Methods to Assessment Purposes - The purpose of the assessment is to determine the market value of the assets being exchanged as of the assessment benchmark date, providing a reference for the transaction. The scope of the assets assessed aligns with the assets commissioned for assessment. The agency followed relevant laws and industry standards, ensuring independence, objectivity, scientific rigor, and fairness in its assessment methods, with reliable reference data used [2]. Fairness of Assessment Pricing - During the assessment, Jiangsu Huaxin implemented necessary procedures based on relevant asset appraisal laws, adhering to principles of independence, objectivity, and fairness. The assessment results accurately reflect the actual conditions of the assets as of the assessment benchmark date. The transaction price, determined through negotiation among the parties based on the assessment results, is fair and complies with relevant laws, regulations, and the company's articles of association, protecting the interests of the company and its minority shareholders [2][3].