Attached table of professional opinions of financial advisers on mergers and acquisitions of listed companies
No. 2 – major asset restructuring
Name of Listed Company Anhui Anhui Andeli Department Store Co.Ltd(603031) Department Store Co., Ltd. has the name of independent financial consultant Huaan Securities Co.Ltd(600909) Co., Ltd
Securities abbreviation Anhui Andeli Department Store Co.Ltd(603031) securities code 603031
Transaction type purchase √ sale □ other methods □
Whether the counterparty Ningbo Yafeng Electric Appliance Co., Ltd. constitutes a connected transaction yes √ no □
Anhui Andeli Department Store Co.Ltd(603031) (“company”, “listed company”, “603031}”) intends to pay cash to Ningbo Yafeng Electric Appliance Co., Ltd. (hereinafter referred to as “Ningbo Yafeng”) through its holding subsidiary Anhui Anfu Energy Technology Co., Ltd. (hereinafter referred to as “Anfu energy”), which has been renamed “Fujian Nanping Dafeng Electric Appliance Co., Ltd.”) purchased 15% equity of Ningbo Yajin Electronic Technology Co., Ltd. (hereinafter referred to as “Yajin technology” based on the overview of this reorganization) (hereinafter referred to as “this transaction” or “this reorganization”). Before this transaction, the listed company held 36% of the equity of Yajin technology and 15% of its equity through the voting right entrustment arrangement of its holding subsidiary Anfu energy, so as to control 51% of the voting rights of Yajin technology in total; After the completion of this transaction, the listed company will hold a total of 51% equity of Yajin technology through its holding subsidiary Anfu energy.
The higher of the total amount of major transactions of the listed company (the higher of the total amount of major transactions of the company’s assets in the most recent accounting year) and the amount of assets under management in the most recent accounting year shall be judged according to the accounting report, This transaction constitutes a major asset restructuring.
The listed company plans to purchase its 15% equity of Yajin technology from Ningbo Yafeng through its holding subsidiary Anfu energy by paying cash. According to the appraisal report (wzlgxb Zi (2021) No. 293) issued by Zhonglian Guoxin, taking August 31, 2021 as the appraisal base date, the appraisal value of 100% equity of Yajin technology is 9235.7637 million yuan. The corresponding appraisal value of 15% equity of Yajin technology is
1385364600 yuan. Considering that the cash dividend of Yajin technology is 200002600 yuan after the benchmark date, the transaction price of 15% equity of Yajin technology is finally determined as
1350 million yuan.
Remarks and description of verification opinions on serial number verification items
whether
1、 Information about the counterparty
1.1 basic information of the counterparty
Name, enterprise nature, registered place and main office of the counterparty
1.1.1 is the point, legal representative and tax registration certificate number consistent with the actual situation
Match
1.1.2 whether the counterparty has no factors affecting its existence is
1.1.3 if the counterparty is a natural person, is it not applicable in other countries or places
Permanent residency or passport in the district
1.1.4 whether the historical evolution described by the counterparty is true, accurate and complete is true
There is no false disclosure
1.2 counterparty’s control structure
1.2.1 is the property right and control relationship disclosed by the counterparty comprehensive, complete and correct
real
If the counterparty is established for less than one year or does not carry out actual business, yes
1.2.2 no the controlling shareholder or actual controller of the verified counterparty is not applicable
situation
1.2.3 whether the major shareholders and other managers of the counterparty have been verified
Basic information
1.3 strength of counterparty
1.3.1 whether the main business, industry experience and
Operating results and position in the industry
1.3.2 whether the main business development status of the counterparty has been verified
1.3.3 whether the financial status of the counterparty, including assets and liabilities, has been verified
Status, operating results and cash flow, etc
1.4 credit status of the counterparty
Actual control of the counterparty, its senior management and the counterparty
Is it true that the person and his senior management have not been subject to administrative punishment in the last five years
1.4.1 punishment (excluding punishment outside the securities market), criminal punishment or
Those involved in major civil litigation or arbitration related to economic disputes
Whether the counterparties and their senior managers have not been punished with yes or no in the last five years
Administrative punishment irrelevant to the securities market
Whether the counterparty does not control other listed companies is
1.4.2 if controlling other listed companies, the compliance operation of the listed company
In other words, whether there are no controlling shareholders occupying the funds of the listed company and whether the utilization is not applicable
Listed companies provide guarantees in violation of regulations
1.4.3 whether the counterparty has no other bad records yes
1.5 relationship between counterparties and listed companies
1.5.1 whether there is no related relationship between the counterparty and the listed company? No, the counterparty of this transaction is Ningbo Yafeng (now)
Renamed Dafeng electric appliance).
According to the conditional agreement signed by Chen Xuegao and Ningbo Yafeng on September 9, 2021 Share transfer agreement and signed on November 15, 2021 Supplementary agreement to the share transfer agreement, Chen Xuegao transferred his 15% shares of the company to Ningbo Yafeng, As of the signing date of the attached table of professional opinions, the relevant equity transfer procedures are being handled, Therefore, Ningbo Yafeng is a related party of the company.
1.5.2 does the counterparty fail to recommend directors or senior managers to the listed company
Management personnel
1.6 whether the counterparty promises not to transfer in any form within the limited period is not applicable
Let its shares
1.7 whether the counterparty does not hold shares for others
2、 Status of assets purchased in the reorganization of listed companies (applicable to the purchase of assets by listed companies, capital increase of established enterprises, acceptance of gifts with obligations or custody of assets, etc.)
Whether the industry to which the assets are purchased complies with the encouragement of the national industrial policy
2.1 enclosure
If not, is there no major policy affecting the development of the industry, because it is not applicable
element
2.2 operating conditions of purchased assets
2.2.1 whether the purchased assets and business have a definite continuity in the last three years
Business records
2.2.2 the information disclosed by the counterparty when acquiring and operating the asset or business is
Is it true
2.2.3 whether there have been no major violations of laws and regulations in the last three years
2.3 financial status of purchased assets
2.3.1 whether the asset has sustainable profitability is
From January to August 2021, Yajin technology provided 26920 estimated liabilities for the non recurring profits and losses calculated in the litigation related to whether it does not include a large proportion (e.g. more than 30%) in the revenue and profits of Yunnan 2.3.2
