Huaan Securities Co.Ltd(600909)
About Anhui Andeli Department Store Co.Ltd(603031)
The verification opinions of the independent financial adviser on the industrial policies and transaction types of this transaction 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 “the independent financial adviser”) as the independent financial adviser of Anhui Andeli Department Store Co.Ltd(603031) This major asset reorganization, according to the requirements of normative documents such as the implementation plan of the merger and reorganization audit channel system of China Securities Regulatory Commission and the notice on cooperating with the relevant work of the merger and reorganization audit channel system of Shanghai Stock Exchange, The industrial policies and transaction types of Anhui Andeli Department Store Co.Ltd(603031) This transaction have been verified, and the verification opinions are as follows:
I Whether the industries or enterprises involved in this major asset reorganization belong to the “leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization” determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions
The core asset of the target company Yajin technology is its controlled Nanfu battery, which is mainly engaged in the R & D, production and sales of batteries. According to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of Nanfu battery belongs to the category of “C38 electrical machinery and equipment manufacturing industry” under the category of “C manufacturing industry”. According to the industrial classification of national economy (GB / t4757-2017) issued by the National Bureau of statistics, the industry of Nanfu battery is “c3844 zinc manganese battery manufacturing” under the category of “C38 electrical machinery and equipment manufacturing”.
After verification, the independent financial consultant believes that according to the guidelines for Industry Classification of listed companies and the industry classification of national economy, The industries involved in this exchange do not belong to the “leading enterprises in automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization” determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology And other industries that focus on supporting the promotion of mergers and acquisitions.
2、 Whether the transaction type involved in this major asset restructuring belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes backdoor listing
Since its listing, the listed company has mainly engaged in the department store retail business in China’s third and fourth tier cities and rural markets. In January 2022, the listed company completed the original business purchase and acquisition of 36% equity of Yajin technology, and obtained the corresponding voting right entrustment of 15% equity of Yajin Technology, so as to obtain the control right of Yajin technology and then control Nanfu battery. After the completion of the above transactions, the listed company completed the transformation from the traditional department store retail industry to the battery industry with large market scale and broad development prospects, and its main business was changed to battery R & D, production and sales. The underlying asset of this transaction is the 15% equity of Yajin technology, which is in the same industry as the existing business of the listed company.
This transaction is a cash acquisition. The controlling shareholders and actual controllers of the listed company have not changed before and after this transaction, 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 specified in Article 13 of the reorganization management measures.
After verification, the independent financial adviser believes that the transaction type involved in this exchange belongs to M & A in the same industry and does not constitute backdoor listing.
3、 Does this major asset restructuring involve the issuance of shares
This transaction adopts cash payment for acquisition.
After verification, the independent financial adviser believes that this major asset restructuring does not involve the issuance of shares.
4、 Whether the listed company has been filed for inspection by the CSRC and has not been closed
After verification, the independent financial consultant believes that as of the date of issuance of the verification opinion of the financial consultant, the listed company has not been filed for inspection by the CSRC and has not been closed.
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