Huaan Securities Co.Ltd(600909)
About Anhui Andeli Department Store Co.Ltd(603031) This transaction
The verification opinions Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as “the company”, “listed company” and ” Anhui Andeli Department Store Co.Ltd(603031) “) of the self inspection report on the trading of stocks by insiders of relevant insider information 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”). In accordance with the requirements of laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies, and the guidelines for the application of regulatory rules – listing No. 1, Huaan Securities Co.Ltd(600909) (hereinafter referred to as “the independent financial adviser”) as the independent financial adviser of Anhui Andeli Department Store Co.Ltd(603031) this reorganization, checked the trading of shares of listed companies by relevant parties and their relevant personnel. The verification results are as follows:
1、 The insider’s self inspection period of this transaction
The self inspection period of insiders of this transaction is from 6 months before the first announcement date of this transaction (August 9, 2021) to the day before the disclosure of Anhui Andeli Department Store Co.Ltd(603031) major asset purchase and related party transaction restructuring report (Draft) (February 9, 2022).
2、 Verification scope of insider information of this transaction
The insider verification scope of this transaction includes:
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. The counterparty and its 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、 The insider information of this transaction, the situation and nature of insider trading of stocks
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
Transfer of glory partner and controlling shareholder
Concerted action person
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, Chen Xuegao agreed to transfer his 7457240 shares of the listed company (corresponding to 6.66% of the shares of the listed company) 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 issuing 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. “
4、 Verification opinions of independent financial advisor
As of the date of issuance of this 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.
According to the self-examination report and relevant instructions and commitments provided by the relevant legal persons and natural persons of this transaction, the independent financial adviser believes that under the condition that the self-examination report issued by the verification object and the above commitments are true, the above insider’s behavior of buying and selling the shares of the listed company during the self-examination does not belong to the behavior of trading by using the insider information of this transaction, It 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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