Anhui Andeli Department Store Co.Ltd(603031)
The 8th meeting of the 4th board of directors
Opinions of independent directors
In accordance with the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association and the working system of independent directors, As an independent director of Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as "the company"), based on the principle of being responsible to all shareholders and the company, we hereby express our opinions on the relevant matters of the eighth meeting of the Fourth Board of directors as follows:
1、 Opinions on Anhui Andeli Department Store Co.Ltd(603031) major asset purchase and related party transactions
Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as the "company", "listed company" and " Anhui Andeli Department Store Co.Ltd(603031) ") intends to pay cash to Ningbo Yafeng Electric Appliance Co., Ltd. (hereinafter referred to as "Ningbo Yafeng", now renamed Fujian Nanping Dafeng Electric Appliance Co., Ltd.) through Anhui Anfu Energy Technology Co., Ltd. (hereinafter referred to as "Anfu energy") Purchase 15% equity of Ningbo Yajin Electronic Technology Co., Ltd. (hereinafter referred to as "Yajin technology") (hereinafter referred to as "this transaction" or "this reorganization").
1. The relevant proposals of this transaction have been approved by us in advance before being submitted to this board meeting for deliberation. 2. The convening, convening and voting procedures of this board meeting comply with the provisions of laws, administrative regulations and the articles of association, and the resolutions of this board meeting are legal and effective.
3. The company complies with the conditions for major asset restructuring of listed companies stipulated in the company law, securities law, administrative measures for major asset restructuring of listed companies and other relevant laws, regulations and normative documents.
4. This transaction plan complies with the provisions of laws, regulations, rules, normative documents and the articles of association. It is legal, compliant and operable, which is conducive to enhancing the sustainable profitability of the company. There is no damage to the interests of minority shareholders, and it is in line with the long-term development of the company and the interests of all shareholders of the company.
5. This transaction will not lead to the change of the actual controller of the company, and this transaction does not constitute reorganization and listing. 6. The transaction plan and relevant agreements signed comply with the provisions of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, other relevant laws, regulations, normative documents and the articles of association. The legal documents to be submitted to the regulatory authority for this transaction are legal and valid.
7. This transaction is conducive to the company to enhance its sustainable development ability and market competitiveness, is conducive to the long-term development of the company, and is in line with the overall interests of the company and all shareholders.
8. The company has hired audit institutions and evaluation institutions with securities and futures related business qualifications to audit and evaluate the target company. The transaction price of this transaction will be determined by both parties through negotiation based on the evaluation results issued by the asset evaluation institution, so as to ensure that the transaction price is fair and reasonable.
9. The proposal on is true, accurate and complete. The draft has disclosed in detail the legal procedures to be performed in this transaction and fully disclosed the relevant risks of this transaction.
10. The audit institutions and evaluation institutions employed by the company for this transaction have professional qualifications to engage in relevant work; There is no related relationship between these institutions and the company, the counterparty and the target company of this transaction; The audit reports and evaluation reports issued by these institutions follow the principles of objectivity, independence, impartiality and fairness.
The appraisal institution's appraisal of the underlying assets involved in this transaction meets the principles and requirements of objectivity, impartiality and independence. The assumptions of this transaction appraisal are reasonable, and the appraisal method is relevant to the appraisal purpose. The transaction price of the underlying assets involved in this transaction refers to the asset evaluation results of the evaluation institution as the pricing basis, which is determined by the parties through consultation. The pricing is fair and reasonable, and there is no damage to the interests of the company and all its shareholders, especially the minority shareholders.
11. This transaction is a related party transaction. The related party transaction is to determine the rights and obligations of both parties in accordance with the market principles of objectivity, fairness, equality, voluntariness and mutual benefit, with fair price and transaction conditions and by signing a written contract. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
12. The general meeting of shareholders of the company authorizes the board of directors to handle matters related to the purchase of major assets, which belongs to the scope of functions and powers of the general meeting of shareholders. At the same time, authorizing the board of directors to handle matters related to the purchase of major assets is conducive to promoting the implementation of the matter and is in the interests of the company and shareholders.
13. The company has complied with relevant laws, regulations and departmental rules such as the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 - the registration and administration system for insiders of listed companies, and the stock listing rules of Shanghai Stock Exchange According to the provisions of the normative documents and the articles of association, the necessary legal procedures for the implementation of major asset purchase have been performed at this stage, and these legal procedures are complete, legal and effective. The company has fulfilled the obligation of information disclosure in accordance with the provisions, and the procedures comply with the provisions of relevant laws, regulations and normative documents.
2、 Opinions on the company's non-public offering of A-Shares in 2022
1. The company meets the conditions for non-public offering of a shares. The non-public offering plan complies with the company law, the securities law, the measures for the administration of securities issuance by listed companies (revised in 2020) (hereinafter referred to as the "administrative measures") and the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) (hereinafter referred to as the "detailed rules") Q & A on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies and other relevant laws, regulations, normative documents and the provisions of the articles of association.
2. The company's plan for non-public offering of A-Shares in 2022 is practical, in line with the provisions of the company law, the securities law, the administrative measures, the implementation rules and the administrative measures for securities issuance and underwriting. The pricing method is fair and reasonable, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
3. The Anhui Andeli Department Store Co.Ltd(603031) 2022 plan for non-public offering of A-Shares formulated by the company for non-public offering of A-Shares in 2022 complies with the provisions of relevant laws, regulations and normative documents, conforms to the interests of the company and all shareholders, and does not damage the interests of the company and other shareholders, especially small and medium-sized shareholders. The investment of the funds raised from the non-public offering of A-Shares conforms to the company's development and overall strategic direction, and is conducive to enhancing the company's sustainable profitability and anti risk ability.
4. The feasibility analysis report on the use of funds raised from non-public development banks' A-shares in Anhui Andeli Department Store Co.Ltd(603031) 2022 prepared by the company for non-public issuance of A-shares in 2022 complies with the relevant provisions of the company law, the securities law, the administrative measures, the implementation rules and other relevant laws, regulations and normative documents on the use of raised funds by listed companies, Ensure that the funds raised by this non-public offering can be used reasonably, which is in line with the interests of the company and all shareholders.
5. In view of the fact that the company's previous raised funds have been received for more than five fiscal years, in accordance with the relevant provisions of the provisions on the report on the use of previously raised funds (Zheng FA Zi [2007] No. 500) of the CSRC, we agree that the company does not need to prepare the report on the use of previously raised funds for this non-public offering.
6. The voting procedures of related party transactions involved in the company's non-public offering of shares comply with the provisions of relevant laws and regulations and the articles of association. The transaction pricing method is fair and fair, which is conducive to the development of the company and in line with the interests of the company and all shareholders. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
7. The impact of the diluted immediate return of this non-public offering on the company's main financial indicators and the measures to fill the return proposed by the company are in line with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) The requirements of the guidance on matters related to initial public offering and refinancing, major asset restructuring and diluted immediate return (CSRC announcement [2015] No. 31) and other relevant documents issued by the China Securities Regulatory Commission are in line with the actual situation and strategic development requirements of the company, the interests of the company and all shareholders, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. The commitment issued by the controlling shareholders, actual controllers, all directors and senior managers of the company to fill the return measures is in line with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) The requirements of relevant documents such as the guidance on matters related to IPO and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) issued by China Securities Regulatory Commission are conducive to protecting the interests of the company and small and medium-sized investors.
8. The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to fully handle the matters related to the non-public offering of shares. The authorization content is within the scope of the functions and powers of the general meeting of shareholders. The relevant authorization arrangements are conducive to promoting the implementation of the non-public offering, which is in line with the interests of the company and shareholders, and there is no situation detrimental to the interests of minority shareholders of the company.
9. The convening, convening procedures and voting procedures of the eighth meeting of the Fourth Board of directors, which deliberated on matters related to this offering, comply with the provisions of relevant laws, regulations and the articles of association, and the resolutions of the meeting are legal and effective. The issues related to this offering can only be implemented after being deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC. Before the meeting of the board of directors, the company has fully communicated with us about the non-public offering of A-Shares and obtained our prior approval.
To sum up, we agree with the above matters of the company.
Independent directors: Fang Fuqian, Chen Guoxin, Wu Fei February 10, 2022
