Securities code: 603031 securities abbreviation: Anhui Andeli Department Store Co.Ltd(603031) Announcement No.: 2022-008 Anhui Andeli Department Store Co.Ltd(603031)
Announcement of resolutions of the 8th meeting of the 4th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
February 9, 2022, Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as the “company”, Anhui Andeli Department Store Co.Ltd(603031) ) The 8th meeting of the 4th board of directors was held by on-site combined with communication voting. The notice on the convening of the meeting was delivered to all directors by on-site delivery and communication on January 28, 2022. The meeting was presided over by Mr. Xia Zhubing. There were 7 directors who should attend the meeting, 7 directors who actually attended the meeting, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association, and the meeting is legal and effective.
2、 Deliberations of the board meeting
1. The proposal on the company meeting the conditions for purchasing major assets was deliberated and adopted
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other laws, regulations and normative documents. After self-examination and demonstration of the actual situation of the company, the board of Directors believes that the company meets the conditions for the purchase of major assets.
Voting results: 7 votes in favor; No negative vote; It was adopted with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Deliberated and passed the proposal on the company’s major asset purchase and related party transaction plan
The reorganization plan of the company is as follows:
2.1 trading scheme
The listed company plans to purchase its 15% equity of Yajin technology from Ningbo Yafeng through its holding subsidiary Anfu energy by paying cash.
Before this transaction, the listed company held 36% of the equity of Yajin technology and 15% of its equity through the voting right entrustment arrangement of its holding subsidiary Anfu energy, so as to control 51% of the voting rights of Yajin technology in total; After the completion of this transaction, the listed company will hold a total of 51% equity of Yajin technology through its holding subsidiary Anfu energy.
Voting results: 7 votes in favor; No negative vote; It was adopted with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2.2 underlying assets
The underlying asset of this transaction is 562553100 shares of Yajin technology held by Ningbo Yafeng, accounting for 15% of the current total share capital of Yajin technology.
Voting results: 7 votes in favor; No negative vote; It was adopted with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2.3 counterparty
The counterparty is Ningbo Yafeng, which is now renamed Fujian Nanping Dafeng Electric Appliance Co., Ltd.
Voting results: 7 votes in favor; No negative vote; It was adopted with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2.4 pricing method and transaction price of the underlying assets
According to the appraisal report (wzlgxbz (2021) No. 293) issued by Zhonglian Guoxin, with August 31, 2021 as the appraisal base date, the final appraisal result of income method is adopted as the final appraisal conclusion. According to the appraisal conclusion, the book value of all shareholders’ equity in the parent company’s statements is 6239.6102 million yuan, the book value in the consolidated statements is 1345.6723 million yuan, and the evaluated value of all shareholders’ equity is 9235.7637 million yuan, which is 2996.1535 million yuan higher than the book value in the parent company’s statements, with a value-added rate of 48.02%; Compared with the consolidated statement, the book value increased by 7890091400 yuan, with an appreciation rate of 586.33%. The corresponding appraisal value of the 15% equity of Yajin technology is 1385364600 yuan. Considering that the cash dividend of Yajin technology is 200.026 million yuan after the benchmark date, the transaction price of the 15% equity of Yajin technology is finally determined to be 135 million yuan after consensus of all parties to the transaction.
Voting results: 7 votes in favor; No negative vote; It was adopted with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2.5 transaction consideration and payment arrangement
1. Within 10 working days after the following conditions are met (whichever is later), Anfu energy will pay the share transfer consideration of 560000000 yuan (560000000 yuan) to Ningbo Yafeng: I) the share transfer agreement of 15% shares of Yajin technology has come into force; And II) there is no other share pledge on the target shares except Anhui Andeli Department Store Co.Ltd(603031) as the pledgee.
2. Within the next working day after the transfer of the target shares to Anfu energy, Anfu energy shall pay the share transfer consideration of 230 million yuan (230 million yuan) to Ningbo Yafeng.
3. The remaining share transfer consideration, i.e. the balance payment of RMB 560000000, shall be paid in full by Anfu energy to Ningbo Yafeng before December 31, 2022 after the transfer of the target shares is completed.
Despite the above agreements, the parties agree that if Anhui Andeli Department Store Co.Ltd(603031) uses the funds raised by the issuance of shares as the source of funds for Anfu energy to pay the consideration, Anfu energy shall pay the full consideration of 560 million yuan to Ningbo Yafeng within 15 working days after the receipt of the funds raised by Anhui Andeli Department Store Co.Ltd(603031) .
The parties further agree that from the next day of the share transfer date to the period when Anfu energy fully pays the share transfer consideration of RMB 560 million to Ningbo Yafeng in accordance with the above agreement, the interest of the consideration of RMB 560 million shall be calculated at the annual interest rate of 5%, and Anfu energy shall pay to Ningbo Yafeng together with the consideration of RMB 560 million.
2.6 delivery methods and steps of subject assets
1. Within 2 working days after Anfu energy has paid the transfer consideration of RMB 560 million to Ningbo Yafeng according to the share transfer agreement of 15% shares of Yajin technology, Ningbo Yafeng and Anfu energy shall jointly submit all materials on the confirmation of handling the share transfer to the national share transfer company. (for the avoidance of doubt, if the Pledgee of the target shares is Anhui Andeli Department Store Co.Ltd(603031) , a statement of consent to the transfer shall be issued by Anhui Andeli Department Store Co.Ltd(603031) as the pledgee in advance). 2. Anhui Andeli Department Store Co.Ltd(603031) promises to release the share pledge on the target shares within the next working day after obtaining the confirmation of the national share transfer company on the share transfer, so as to ensure the timely completion of the share transfer.
3. Within 2 working days after the following conditions are met (whichever is later), Ningbo Yafeng and Anfu energy shall jointly complete the procedures of transferring the target shares to Anfu energy in China settlement:
(1) This agreement has come into force;
(2) The confirmation of the national share transfer company on the share transfer has been obtained;
(3) Anhui Andeli Department Store Co.Ltd(603031) as the pledgee, has released the share pledge set on the target shares.
4. The parties agree that the rights and obligations of the target shares will be transferred from the date of share transfer. Unless otherwise agreed in the share transfer agreement of 15% shares of yajindian technology, the rights, obligations, risks and responsibilities of the target shares before the share transfer date shall be enjoyed and borne by Ningbo Yafeng; The rights, obligations, risks and responsibilities of the target shares on and after the share transfer date shall be enjoyed and borne by Anfu energy.
5. The parties confirm that the voting right entrustment arrangement on the target shares will automatically terminate on the date of share transfer.
6. From the signing date of the share transfer agreement of 15% shares of Yajin technology to the date of share transfer, Ningbo Yafeng shall not add any share pledge (except those pledged to Anhui Andeli Department Store Co.Ltd(603031) ) or other encumbrances on the target shares.
Voting results: 7 votes in favor; No negative vote; It was adopted with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2.7 profit commitment
2.7.1 performance commitment period
According to the profit compensation agreement, the performance commitment period is 2022, 2023 and 2024.
2.7.2 net profit
Ningbo Yafeng promises that in 2022, 2023 and 2024, The annual net profit of Yajin Technology (“net profit” refers to the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses, whichever is lower. At the same time, excluding all profit and loss effects that may be caused by Yajin technology’s equity investment in Shenzhen Pengbo Industrial Group Co., Ltd.), it shall not be less than 616372500 yuan, 657464000 yuan and 698555500 yuan respectively.
Voting results: 7 votes in favor; No negative vote; It was adopted with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2.8 profit commitment compensation
After the end of each fiscal year during the performance commitment period, Anfu energy will hire an accounting firm in accordance with the provisions of the securities law to audit the actual net profit of Yajin technology in the current period and issue a special audit report (hereinafter referred to as the “special audit report”).
During the performance commitment period, if according to the special audit report, the accumulated actual net profit of Yajin technology at the end of the current period is lower than the accumulated committed net profit, Anfu energy shall notify Ningbo Yafeng in writing to compensate Anfu energy within 10 working days after the disclosure of the special audit report.
Ningbo Yafeng shall compensate Anfu energy in cash within 30 days after receiving the compensation notice from Anfu energy. The specific calculation formula of profit compensation amount is:
Current profit compensation amount = (total cumulative committed net profit of Yajin technology up to the end of the year in the performance commitment period – total cumulative actual net profit of Yajin technology up to the end of the year in the performance commitment period) ÷ total committed net profit of each year in the performance commitment period of Yajin Technology × Consideration for transfer of 15% shares of Yajin technology – accumulated compensated amount of Ningbo Yafeng.
If the profit compensation amount calculated according to the above formula is less than 0, it is taken as 0.
Voting results: 7 votes in favor; No negative vote; It was adopted with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2.9 impairment compensation
After the expiration of the performance commitment period, Anfu energy will conduct impairment test on the 15% shares of Yajin Technology (“underlying assets”) acquired by the exchange, prepare special test reports, and review them by accounting firms that comply with the provisions of the securities law.
If according to the audited special test report: the ending impairment amount of the underlying asset > the accumulated compensation amount of Ningbo Yafeng to Anfu energy during the performance commitment period, Ningbo Yafeng shall compensate Anfu energy in cash in accordance with the compensation procedures agreed in the profit compensation agreement. The ending impairment amount of the above-mentioned subject assets is the consideration of this Yajin share transfer minus the evaluation value of the end of the period subject assets, and minus the impact of capital increase, capital reduction, gift acceptance and profit distribution of the shareholders of the subject assets during the performance commitment period.
The amount to be compensated = the ending impairment amount of the underlying asset – the accumulated amount compensated by Ningbo Yafeng to Anfu energy during the performance commitment period. The additional amount to be compensated by Ningbo Yafeng shall be paid to Anfu energy within 30 days after the announcement of the special test report reviewed by the accounting firm.
Voting results: 7 votes in favor; No negative vote; It was adopted with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2.10 profit and loss arrangement during profit and loss attribution period
1. All parties agree that within 30 working days after the date of share transfer, an accounting firm in accordance with the provisions of the Securities Law shall conduct a special audit on the profits and losses and amount of Yajin technology during the transition period, and issue relevant reports for confirmation.
2. During the transition period, Afu energy will enjoy the income of AFU technology according to the proportion of its acquisition of AFU technology shares, and Ningbo Yafeng will make up the loss to Afu energy in cash within 5 working days after the issuance of the above-mentioned special audit report according to the proportion of AFU energy’s acquisition of AFU Technology shares.
Voting results: 7 votes in favor; No negative vote; It was adopted with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2.11 validity of resolutions
The validity of this transaction resolution is within 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company.
Voting results: 7 votes in favor; No negative vote; It was adopted with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. Deliberated and passed the proposal on and its summary
In accordance with the relevant requirements of the measures for the administration of major asset restructuring of listed companies and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies, the company has prepared the report on Anhui Andeli Department Store Co.Ltd(603031) major asset purchase and related party transactions (Draft) and its summary on the restructuring of the company.
Voting results: 7 votes in favor; No negative vote; It was adopted with 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
See the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosed report on Anhui Andeli Department Store Co.Ltd(603031) major asset purchase and related party transactions (Draft) and its abstract.
4. The proposal on the purchase of major assets of the company constituting related party transactions was deliberated and adopted
The counterparty of this transaction is Ningbo Yafeng. According to the conditional share transfer agreement signed by Chen Xuegao and Ningbo Yafeng on September 9, 2021 and the supplementary agreement to the share transfer agreement signed on November 15, 2021, Chen Xuegao transferred 15% of the company’s shares held by him to Ningbo Yafeng. As of February 9, 2022, The relevant equity transfer procedures are being handled. According to the relevant provisions of laws, regulations and normative documents such as the reorganization management measures and listing rules, this transaction constitutes a connected transaction.
The independent directors of the company approved the connected transaction in advance and expressed their independent opinions on the connected transaction.
Voting result: Yes
