Anhui Chengyi law firm
about
Anhui Andeli Department Store Co.Ltd(603031)
Major asset purchases and related party transactions
Relevant insiders during the self inspection of stock trading
Stock trading
Special verification opinions
Anhui Chengyi law firm
China. 5th floor, Baiyue center building, land Plaza, No. 200 Huaining Road, Hefei zip code: 230022 Tel: (0551) 65609815 Fax: (0551) 6560805 website: www.chengyi-law com. E-mail: [email protected].
Anhui Chengyi law firm
About Anhui Andeli Department Store Co.Ltd(603031)
Major asset purchases and related party transactions
Relevant insiders during the self inspection of stock trading
Special verification opinions on stock trading
To: Anhui Andeli Department Store Co.Ltd(603031)
Anhui Chengyi law firm (hereinafter referred to as "the firm") accepts the entrustment of Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as " Anhui Andeli Department Store Co.Ltd(603031) " or "listed company", "company") to appoint Si Hui Lawyer Zhang Gen (hereinafter referred to as "the lawyer") holds the position of Anhui Andeli Department Store Co.Ltd(603031) and intends to purchase Ningbo Yajin Electronic Technology Co., Ltd. (hereinafter referred to as "Yajin technology" or "the counterparty") from Ningbo Yafeng Electric Appliance Co., Ltd. (hereinafter referred to as "Ningbo Yafeng" or "the counterparty") through Anhui Anfu Energy Technology Co., Ltd. (hereinafter referred to as "Anfu energy") in cash Special legal adviser with 15% equity of the "target company" (hereinafter referred to as "this transaction" or "this reorganization").
According to the measures for the administration of major asset restructuring of listed companies (revised in 2020), the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies (revised in 2018), and the notice on regulating the information disclosure of listed companies and the behavior of relevant parties The requirements of laws, regulations and normative documents such as guidelines for the application of regulatory rules - listing class No. 1, The relevant institutions and personnel of this transaction (hereinafter referred to as the "verification object") from 6 months before the first announcement date of this transaction (i.e. August 9, 2021) to the trading day before the announcement date of Anhui Andeli Department Store Co.Ltd(603031) major asset purchase report (Draft) (i.e. February 9, 2022) (hereinafter referred to as the "self inspection period") Check the trading of shares of listed companies and issue this special verification opinion.
After checking the self inspection report and the memorandum of progress of the transaction issued by the relevant parties and relevant personnel, and obtaining the explanations and commitments of relevant personnel, Check whether the institutions and personnel within the verification scope involved in this transaction use insider information to buy and sell the shares of Listed Companies in the secondary market to obtain income during the verification period, and issue this special verification opinion.
This special verification opinion is only used by the company for the purpose of this transaction, and shall not be used for any other purpose without the written consent of the exchange.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyer has verified and verified the documents and relevant facts provided by the company for this transaction, and issued special verification opinions as follows: I. This transaction plan
Anhui Andeli Department Store Co.Ltd(603031) plans to purchase 15% equity of Yajin technology from Ningbo Yafeng through Anfu energy in cash.
2、 Self inspection period and scope of verification objects
(I) self inspection period
The self inspection period is 6 months before the first announcement date of this transaction (i.e. August 9, 2021) to the trading day before the announcement date of Anhui Andeli Department Store Co.Ltd(603031) major asset purchase report (Draft) (i.e. February 9, 2022).
(II) scope of verification objects
1. Listed companies and their current directors, supervisors and senior managers, controlling shareholders of listed companies and their persons acting in concert and actual controllers;
2. Major asset purchase counterparties and their directors, supervisors and senior managers;
3. The target company and its directors, supervisors and senior managers;
4. Intermediaries and handling personnel related to this transaction;
5. Other personnel who are aware of the reorganization;
6. Immediate family members of the above-mentioned persons.
3、 Verification of the purchase and sale of the company's shares by the verification object
According to the self inspection report issued by the institutions and personnel within the scope of self inspection, during the period of self inspection, except for the following circumstances, the relevant parties, relevant personnel and their immediate family members of this transaction have no other acts of trading the shares of listed companies through the securities trading of the stock exchange:
Name identity transaction date transaction quantity balance shares transaction type
Mode (share) (share)
Controlling shares of listed companies
Shenzhen East executive affairs contract August 23, 2021 7457240 7457240 purchase
Glory partner, controlling shareholder, transfer
To the actor
For the transfer of Anhui Andeli Department Store Co.Ltd(603031) shares under the above agreement, Shenzhen glory has made the following explanation and commitment: "on July 5, 2021, Shenzhen Qianhai glory Capital Management Co., Ltd. (hereinafter referred to as" Shenzhen Qianhai glory "and" the company ") signed the share transfer agreement with Chen Xuegao, who agreed to transfer 7457240 shares of the listed company held by him (corresponding to 6.66% of the shares of the listed company) Transfer to the company at the price of 22.302 yuan / share. On August 23, 2021, the transfer registration of the shares transferred by the above agreement was completed, and the confirmation of transfer registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch was obtained. The company is the executive partner and person acting in concert of Hefei Rongxin equity investment fund partnership (limited partnership), the controlling shareholder of Anhui Andeli Department Store Co.Ltd(603031) . The above agreement transfer is based on the controlling shareholder's confidence in the internal value and future development prospects of the listed company. Through this agreement transfer, the controlling shareholder has further increased its share of equity in the listed company and strengthened its control over the listed company, Further optimize the governance structure of listed companies.
The trading behavior of the company in buying and selling the shares of listed companies during the verification period depends on the publicly disclosed information and is based on its own analysis and judgment of the securities market, industry information and the investment value of the shares of listed companies; The above-mentioned trading is an independent and normal securities investment behavior, which is not related to this transaction, and there is no use of the insider information of this transaction, which does not constitute insider trading; The company has never disclosed the relevant information of this transaction to any person or proposed to buy or sell the shares of the listed company, nor has any person suggested that the company buy or sell the shares of the listed company; The company promises that from the date of issuance of the commitment to the completion of this transaction or the announcement of termination of this transaction by the listed company, the company will strictly abide by the provisions of relevant laws and regulations and normative documents issued by the competent regulatory authority, standardize stock trading and avoid using relevant insider information for stock trading.
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As of the date of issuance of this special verification opinion, the listed company has not obtained the certificate of China Securities Depository and Clearing Co., Ltd. on the stock trading of insider informed parties.
In conclusion, the lawyer believes that: under the condition that the self inspection report issued by the verification object and the above instructions and commitments are true, the above insider's behavior of buying and selling the shares of the listed company during the self inspection does not belong to the behavior of trading by using the insider information of this transaction, and does not constitute a legal obstacle to this transaction; In addition to the above circumstances, other insiders within the scope of self-examination did not buy or sell the shares of listed companies during the period of self-examination.
4、 Concluding observations
In conclusion, the lawyer believes that: under the condition that the self inspection report issued by the verification object and the above instructions and commitments are true, the above insider's behavior of buying and selling the shares of the listed company during the self inspection does not belong to the behavior of trading by using the insider information of this transaction, and does not constitute a legal obstacle to this transaction; In addition to the above circumstances, other insiders within the scope of self-examination did not buy or sell the shares of listed companies during the period of self-examination.
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