603031: Anhui Andeli Department Store Co.Ltd(603031) explanation of the board of directors that this transaction complies with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies

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

Explanation on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies

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”).

After careful judgment in accordance with the relevant provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies, the board of Directors believes that the company’s transaction complies with the provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies, as follows:

1. The approval procedures that have been performed and need to be performed have been disclosed in the report on this transaction, and special tips have been made on the risks that may not be approved.

2. The ownership of the underlying asset of this transaction is clear. After the equity pledge of the underlying asset is lifted, there is no legal obstacle to the transfer or transfer of the asset. The underlying asset of this transaction is the equity of Yajin technology, which does not involve the change and treatment of creditor’s rights and debts, and there is no damage to the interests of relevant creditors.

3. After the completion of this transaction, the company’s assets are complete and will continue to be independent in terms of personnel, finance, procurement, production, sales, intellectual property rights, etc.

4. This transaction will help the company improve its financial situation, enhance its sustainable profitability, highlight its main business, enhance its anti risk ability, enhance its independence, reduce related party transactions and avoid horizontal competition.

It is hereby explained.

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

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