Stock Code: 603031 listing place: Shanghai Stock Exchange Stock abbreviation: Anhui Andeli Department Store Co.Ltd(603031) Anhui Andeli Department Store Co.Ltd(603031)
Report on major asset purchase and related party transactions
(Draft) summary
Counterparty: Fujian Nanping Dafeng Electric Appliance Co., Ltd
Formerly known as “Ningbo Yafeng Electric Appliance Co., Ltd.”
Independent financial advisor
February, 2002
Statement of listed company
The purpose of the summary of this restructuring report is only to provide the public with a brief information about this transaction, and does not include all parts of the full text of the restructuring report. The full text of the restructuring report is also published on the website of Shanghai Stock Exchange; Documents for future reference shall be kept at the office of the company.
The company and all directors, supervisors and senior managers guarantee that the contents of the restructuring report are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for its authenticity, accuracy and integrity. The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization shall ensure that the financial and accounting materials in the restructuring report are true, accurate and complete.
The matters stated in the restructuring report do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this major asset restructuring.
After the completion of this transaction, the company shall be responsible for the changes of the company’s operation and income; The investor shall be responsible for the investment risk caused by this transaction. If investors have any questions about the restructuring report, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Counterparty statement
The counterparty of this restructuring has issued a letter of commitment:
The information and documents provided by the counterparty for this exchange are true, accurate and complete, and there are no false records, misleading statements or major omissions; The materials provided by the counterparty to the intermediaries involved in this transaction are true, accurate and complete original written materials or copies, and the copies or copies of materials are consistent with their original materials or originals; The signatures and seals of all documents of the counterparty are true, and there are no false records, misleading statements or major omissions; The explanation and confirmation issued by the counterparty for this exchange are true, accurate and complete, and there are no false records, misleading statements or major omissions. During the period of participating in this reorganization, the information about this reorganization will be disclosed and provided in a timely manner in accordance with relevant laws and regulations, China Securities Regulatory Commission, Shanghai Stock Exchange and other relevant provisions.
The counterparty agrees to bear legal liabilities for the authenticity, accuracy and completeness of the information and documents provided. If the information and documents provided have false records, misleading statements or major omissions, which cause losses to the listed company or investors, it will bear individual and joint legal liabilities according to law.
Statement of relevant securities service institutions
The independent financial consultant Huaan Securities Co.Ltd(600909) , the legal consultant Anhui Chengyi law firm, the audit institution of the target company and Hexin Certified Public Accountants (special general partnership), the accounting firm Zhongzheng Tiantong Certified Public Accountants (special general partnership), and the asset appraisal institution Anhui zhonglianguoxin Asset Appraisal Co., Ltd. have issued a statement:
The reorganization document has been reviewed by the company / the exchange, and it is confirmed that the reorganization document will not have false records, misleading statements or major omissions due to the reference of relevant documents and other relevant contents issued by the company / the exchange, and will bear corresponding legal liabilities for the authenticity, accuracy and integrity of relevant information in the reorganization document. If there are false records, misleading statements or major omissions in the reorganization documents, and the company / exchange fails to be diligent and responsible, it will bear joint and several liability for compensation.
catalogue
The listed company declares that 2. The counterparty declares that 3. Statement of relevant securities service institutions 4 catalog 5 interpretation 6. Tips on major issues eight
1、 Overview of this transaction plan eight
2、 Evaluation, pricing and payment methods of transaction objects eight
3、 Performance commitment and profit compensation of this transaction nine
4、 This transaction constitutes a major asset restructuring ten
5、 This transaction constitutes a connected transaction eleven
6、 This transaction does not constitute reorganization and listing eleven
7、 The impact of this transaction on listed companies twelve
8、 This transaction has been performed and the approval procedures to be performed IX. principled opinions of the controlling shareholders on the restructuring, and the controlling shareholders, directors, supervisors and senior executives
The share reduction plan of the management personnel from the date of resumption of the reorganization to the completion of the implementation fifteen
10、 Important commitments made by relevant parties to this transaction sixteen
11、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction thirty-three
12、 Description and Countermeasures of diluted immediate return in this restructuring 34 major risk tips thirty-nine
1、 Risks associated with this transaction thirty-nine
2、 Risks related to the operation of the subject company forty-one
3、 Risks associated with listed companies forty-six
4、 Other risks Section 1 overview of this transaction forty-nine
1、 Background and purpose of this transaction forty-nine
2、 This transaction has been performed and the approval procedures to be performed fifty-one
3、 The specific scheme of this transaction fifty-two
4、 This transaction constitutes a major asset restructuring fifty-five
5、 This transaction constitutes a connected transaction fifty-five
6、 This transaction does not constitute reorganization and listing fifty-five
7、 The impact of this transaction on listed companies fifty-six
interpretation
In the summary of this restructuring report, unless the context specifies, the following words or abbreviations have the following specific meanings:
General NOUN
Anhui Andeli Department Store Co.Ltd(603031) , listed company, public index Anhui Andeli Department Store Co.Ltd(603031)
Company and the company
Hefei Rongxin refers to Hefei Rongxin equity investment fund partnership (limited partnership)
Shenzhen glory refers to Shenzhen Qianhai glory Capital Management Co., Ltd
Hefei Rongxin and those acting in concert refer to Hefei Rongxin and Shenzhen glory
Actual controllers refer to Yuan Yonggang and Wang Wenjuan
Anhui Andeli Department Store Co.Ltd(603031) industry and trade refers to Anhui Anhui Andeli Department Store Co.Ltd(603031) industry and Trade Co., Ltd
Anfu energy refers to Anhui Anfu Energy Technology Co., Ltd
Yajin technology refers to Ningbo Yajin Electronic Technology Co., Ltd
The target company refers to Yajin technology
Nanfu battery refers to Fujian Nanping Nanfu Battery Co., Ltd
Fujian Nanping Dafeng Electric Appliance Co., Ltd. was formerly known as “Fujian Nanping Dafeng Electric Appliance Co., Ltd.” from August 1999 to July 2016 and “Ningbo Yafeng Electric Appliance Co., Ltd.” from July 2016 to January 2022, In January 2022, it was renamed “Fujian Nanping Dafeng Electric Appliance Co., Ltd.”
The underlying asset refers to the 15% equity of Yajin technology
Yunnan Unicom refers to Yunnan branch of China United Network Communication Co., Ltd
Nanping Bank of China refers to Bank Of China Limited(601988) Nanping Branch
Pengbo industry refers to Shenzhen Pengbo Industry Group Co., Ltd
On November 16, 2021, Ningbo Yafeng, Anfu energy, Anhui Andeli Department Store Co.Ltd(603031) and Chen transfer agreement of 36% shares of Yajin technology refers to the share transfer agreement on Ningbo Yajin Electronic Technology Co., Ltd. signed by Xuegao and Jiao shuge
The benchmark date refers to August 31, 2021
The reporting period refers to 2019, 2020 and January August 2021
This transaction and this major asset Anhui Andeli Department Store Co.Ltd(603031) purchased 15% of the large asset purchase equity of Yajin technology held by Ningbo Yafeng through the holding subsidiary Anhui Anfu Energy Technology Co., Ltd. in the form of branch restructuring, this restructuring and this heavy cash transfer
The report and restructuring report refer to the report on Anhui Andeli Department Store Co.Ltd(603031) major asset purchase and related party transactions (Draft)
The summary of this restructuring report refers to the summary of the report on Anhui Andeli Department Store Co.Ltd(603031) major asset purchase and related party transactions (Draft)
The previous transaction refers to that Anfu energy, a new subsidiary of Anhui Andeli Department Store Co.Ltd(603031) , purchased 36% of the equity of Yajin technology from Ningbo Yafeng in cash and paid cash to Ningbo Yafeng
Chen Xuegao sold his 100% stake in Anhui Andeli Department Store Co.Ltd(603031) industry and trade, followed by Ningbo Yafeng
The 562553100 shares it holds (accounting for 20% of the total share capital of Yajin Technology)
15%) the corresponding voting rights are irrevocably entrusted to Anhui Andeli Department Store Co.Ltd(603031)
Two transactions refer to the previous transaction and this transaction
Huaan Securities Co.Ltd(600909) . Independent financial advisor refers to Huaan Securities Co.Ltd(600909)
Hexin certified public accountants, the target company refers to Hexin Certified Public Accountants (special general partnership)
Counting mechanism
China Securities Tiantong certified public accountants Co., Ltd. (special general partnership) refers to China Securities Tiantong certified public accountants Co., Ltd
Accounting firm
Zhonglian Guoxin and appraisal institution refer to Anhui Zhonglian Guoxin Asset Appraisal Co., Ltd
Anhui Chengyi law firm and Anhui Chengyi law firm
Company Law refers to the company law of the people’s Republic of China
Securities Law of the people’s Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies that offer securities to the public
——Major asset restructuring of listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange
CSRC and CSRC refer to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
The State Council refers to the State Council of the people’s Republic of China
Professional vocabulary
Secondary battery means that after the battery is discharged, the active substance can be activated by charging
Battery used.
Alkaline battery and alkaline zinc manganese electricity refer to the use of electrolytic manganese dioxide and other materials special for alkaline battery as cathode and zinc
Cell, alkaline manganese battery material as negative electrode and potassium hydroxide as electrolyte.
One is made of lithium metal or lithium alloy as negative electrode material and dissolved in non-aqueous electrolyte
Lithium battery refers to liquid battery. Lithium battery can be divided into two categories: lithium metal battery and lithium ion battery
Pool.
A layer of diaphragm material between the positive and negative electrodes of a battery, used to isolate the positive and negative electrodes
Diaphragm paper refers to the negative active material, which makes the ions in the electrolyte self between the positive and negative electrodes
