603031: Anhui Andeli Department Store Co.Ltd(603031) explanation of the board of directors that this transaction does not constitute reorganization and listing of the company

Anhui Andeli Department Store Co.Ltd(603031) board of directors

Explanation that this transaction does not constitute reorganization and listing

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. (renamed “Fujian Nanping Dafeng Electric Appliance Co., Ltd.”, hereinafter referred to as “Ningbo Yafeng”) 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”). On November 4, 2019, Mr. Chen Xuegao signed the share transfer intention agreement with Hefei Rongxin equity investment fund partnership (limited partnership) (hereinafter referred to as “Hefei Rongxin”), and Chen Xuegao plans to transfer 14380800 shares of the company (accounting for 12.84% of the total share capital of the company) held by him to Hefei Rongxin. On November 21, 2019, the transfer registration of the above shares was completed. At the same time, according to the agreement, Mr. Chen Xuegao gave up all his voting rights of the remaining shares, and the actual controllers of the company were changed to Yuan Yonggang and Wang Wenjuan.

As of the issuing date of this note, the controlling shareholder of the company, Hefei Rongxin, and the person acting in concert, Shenzhen Qianhai glory Capital Management Co., Ltd., held 21838040 shares of the company (accounting for 19.50% of the total share capital of the company), and Mr. Qin Daqian entrusted the voting rights of 10785600 shares of the company (accounting for 9.63% of the total share capital of the company) to Hefei Rongxin, Hefei Rongxin and its persons acting in concert jointly control 29.13% of the voting rights of the company.

After the completion of this transaction, the controlling shareholders and actual controllers of the company have not changed, and this transaction has not purchased assets from the controlling shareholders, actual controllers and their affiliates of the listed company. Therefore, this transaction does not constitute the reorganization and listing stipulated in Article 13 of the administrative measures for major asset reorganization of listed companies.

It is hereby explained.

Anhui Andeli Department Store Co.Ltd(603031) board of directors February 10, 2022

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