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12: Proposal on the Independence of the Valuation Agency, the Reasonableness of the Valuation Assumptions, the Relevance of the Valuation Method to the Valuation Purpose, and the Fairness of the Valuation Pricing

2022 Document No. 12 of the Second Extraordinary General Meeting of the Year

Proposal on the Independence of the Valuation Agency, the Reasonableness of the Valuation Assumptions, the Relevance of the Valuation Method to the Valuation Purpose, and the Fairness of the Valuation Pricing

Dear Shareholders:

In accordance with the relevant provisions of the Measures for the Administration of Major Asset Restructuring of Listed Companies, the Company’s Board of Directors, after a thorough review of the relevant valuation matters, hereby provides the following explanation regarding the independence of the valuation institution, the reasonableness of the underlying valuation assumptions, the relevance of the valuation methodology to the valuation objectives, and the fairness of the valuation pricing:

1 , Independence of the Assessment Agency

The appraisal firm engaged for this major asset restructuring, Zhonghua Appraisal, and its designated appraisers have no affiliations with any of the parties to this transaction beyond their professional relationship; nor do they have any actual or anticipated conflicts of interest or other vested interests that could impair their ability to provide services. Consequently, they possess full independence.

2 , Assessing the Reasonableness of Assumptions

The valuation assumptions underlying the aforementioned asset valuation report issued by Zhonghua Appraisal are in compliance with relevant national laws and regulations, adhere to prevailing market practices or standards, and are consistent with the actual circumstances of the valuation object. No facts have been identified that contradict these assumptions, thereby demonstrating their reasonableness.

3 , the relevance of the evaluation method to the evaluation objective

During the valuation process, in accordance with the objectives of the valuation and the specific characteristics of the subject assets, Zhonghua Valuation, in compliance with relevant national laws and regulations as well as industry standards, adhered to the principles of independence, objectivity, impartiality, and scientific rigor, implemented the necessary valuation procedures, and employed valuation methodologies that were appropriate for the actual conditions of the assets being valued. As a result, the assessed values are fair and accurate. The selection of valuation methods was appropriate, the valuation conclusions are reasonable, and the chosen methods are relevant to the objectives of the valuation.

4 , Assessing the Fairness of Pricing

This appraisal engagement was conducted in accordance with the requisite appraisal procedures and adhered to the principles of independence, objectivity, scientific rigor, and impartiality. It employed appraisal methodologies that are compliant with applicable regulations and reflective of the actual conditions of the appraised assets, with reliable benchmark data and supporting documentation. Consequently, the resulting asset valuation is fair and accurate.

The transaction price is based on the appraisal value and was determined through fair and voluntary negotiations among all parties. The asset pricing is fair and reasonable, complies with applicable laws, regulations, and the company’s articles of association, and will not prejudice the interests of the company and its shareholders, particularly small and medium-sized shareholders.

In summary, the Company’s Board of Directors is of the view that the valuation firm engaged for this transaction is independent, that the underlying valuation assumptions are reasonable, that the valuation methodology selected is appropriate and relevant to the valuation objective, and that the resulting valuation price is fair.

Please review the above report.

2022 November 1st, Year