Huaan Securities Co.Ltd(600909)
About Anhui Andeli Department Store Co.Ltd(603031)
The verification opinions on the formulation and implementation of the insider registration system Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as “the company”, “listed company” and ” Anhui Andeli Department Store Co.Ltd(603031) “) intend to pay cash to Ningbo Yafeng Electric Appliance Co., Ltd. (renamed as “Anfu energy”) through the holding subsidiary Anhui Anfu energy Technology Co., Ltd. (hereinafter referred to as “Anfu energy”) “Fujian Nanping Dafeng Electric Appliance Co., Ltd.”, hereinafter referred to as “Ningbo Yafeng”) purchased 15% equity of Ningbo Yajin Electronic Technology Co., Ltd. (hereinafter referred to as “Yajin technology”) (hereinafter referred to as “this transaction” or “this reorganization”). Huaan Securities Co.Ltd(600909) (hereinafter referred to as ” Huaan Securities Co.Ltd(600909) ” or “independent financial advisor”) as the independent financial advisor of this restructuring, checked the formulation and implementation of the Anhui Andeli Department Store Co.Ltd(603031) insider registration system, as follows:
1、 Formulation of insider registration system of the company
On May 8, 2012, the listed company held the third meeting of the first board of directors, deliberated and adopted the proposal on formulating the company’s insider information confidentiality system, and formulated the insider information confidentiality system; On November 16, 2021, the listed company held the 7th Meeting of the 4th board of directors, deliberated and approved the proposal on Amending the insider information confidentiality system, comprehensively revised and renamed the insider information management system according to the relevant requirements of insider information and in combination with the actual situation of the company, and further clarified the scope of insider information and insiders The circulation approval process of inside information, the registration management of insiders of inside information, the confidentiality obligations and accountability mechanism of each subject before the disclosure of inside information, etc.
2、 Implementation of the company’s insider registration system
In order to protect the interests of investors and maintain the order of the securities market, according to the requirements of regulatory documents such as the administrative measures for major asset restructuring of listed companies, the administrative measures for information disclosure of listed companies and the stock listing rules of Shanghai Stock Exchange, Anhui Andeli Department Store Co.Ltd(603031) has taken the following measures for this transaction:
1. In the preliminary planning stage of the reorganization plan, the listed company strictly controls the scope of insiders, limits the insiders to the senior management of the listed company, the core personnel of the target company and the counterparty, and the core project team of each intermediary, and informs the relevant parties of the reorganization to keep it strictly confidential and not to use the transaction planning information to buy and sell the shares of the listed company.
2. The listed company registered the insiders involved in this transaction and timely reported the list of insiders to Shanghai Stock Exchange.
3. In addition, the listed company also made a memorandum on the progress of the transaction, recording the specific links and progress of the transaction, including the time, place, participating institutions and personnel of scheme discussion, work content communication and other matters, and registered with the Shanghai stock exchange for record.
3、 Verification opinions of independent financial advisor
Huaan Securities Co.Ltd(600909) as the independent financial adviser of the company for this transaction, the listed company believes that in accordance with the company law, the securities law, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 5 – the registration and management system of insiders of listed companies and other relevant laws and regulations The normative document has formulated the insider information management system, and has taken necessary confidentiality measures for the insider information of this transaction in accordance with relevant regulations, and registered the insiders of the insider information for the record. (no text below)
(there is no text on this page, which is the sealed page of Huaan Securities Co.Ltd(600909) verification opinions on the formulation and implementation of Anhui Andeli Department Store Co.Ltd(603031) insider information insider registration system)
Huaan Securities Co.Ltd(600909) (seal): mm / DD / yyyy
