Verification opinion form of independent financial adviser in the restructuring report
Name of Listed Company Anhui Anhui Andeli Department Store Co.Ltd(603031) Department Store Co., Ltd. has the name of independent financial consultant Huaan Securities Co.Ltd(600909) Co., Ltd
Securities abbreviation Anhui Andeli Department Store Co.Ltd(603031) securities code 603031
Transaction type purchase √ sale □ other methods □
Whether the counterparty Ningbo Yafeng Electric Appliance Co., Ltd. constitutes a connected transaction is
Whether to issue shares no whether to raise supporting funds at the same time no
The total assets (higher than the transaction amount) and net assets (higher than the transaction judgment constituting major assets) of the subject assets of this transaction in the latest year exceed 50% of the basis amount of financial restructuring in the corresponding subjects of the audited consolidated financial accounting report of Anhui Andeli Department Store Co.Ltd(603031) in the latest fiscal year. According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, This transaction constitutes a major asset restructuring.
Whether it belongs to the reorganization Office
Article 13 of the law stipulates whether it needs the approval of the CSRC or not
Backdoor restructuring
Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as “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.”) through Anhui Anfu Energy Technology Co., Ltd. (hereinafter referred to as “Anfu energy”) , hereinafter referred to as “Ningbo Yafeng”) purchased 15% of the equity of Ningbo Yajin Electronic Technology Co., Ltd. (hereinafter referred to as “Introduction to the reorganization plan” and “target company”) (hereinafter referred to as “this transaction” or “this reorganization”). According to the appraisal report (wzlgxb Zi (2021) No. 293) issued by Zhonglian Guoxin, taking August 31, 2021 as the appraisal base date, the appraisal value of 100% equity of Yajin technology is 9235.7637 million yuan. 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.
Verification opinions of independent financial advisor on the completeness of materials
Sn item yes / no remarks
/Not applicable
1. Whether the text of the reorganization report meets the requirements of Chapter III of standard 26. yes
Whether to submit the reorganization agreement or contract, the commitment and statement of the counterparty, and pass the reorganization
2. The resolutions of the board of directors and the opinions of independent directors of the plan, and the legal procedures of the board of directors on the performance of reorganization are
The completeness and compliance of the and the validity of the legal documents submitted.
If the reorganization involves special banks such as banking, insurance, securities, futures, trust, media and publishing, and does not involve the asset and business injection of relevant special 3 industries, whether to provide and perform the approval procedures of relevant industry competent authorities does not apply to special industries
A description or document of the situation. (if applicable)
4. Whether to submit the independent financial adviser’s report and verification opinion form. The independent financial adviser’s report is
Whether it meets the requirements of Chapter IV, Section 1 of standard 26 and the financial advisory guidelines.
5. Whether to submit legal opinions. Whether the legal opinion is in conformity with guideline 26. The fourth is
Requirements in Section II of this chapter.
Relevant financial information involved in the reorganization. Whether the relevant financial information complies with standard 26
6 requirements of Article 63. Yes; If no profit forecast is prepared and the profit forecast report is voluntarily provided, whether the profit forecast report meets the requirements of Article 22 of the applicable forecast report of the restructuring measures and Article 64 of the No. 26 standard.
Asset evaluation report or valuation report involved in the reorganization. Asset appraisal report or valuation report
7. Whether the report complies with Article 20 of the reorganization measures and section 4 of Chapter IV of guideline 26 is
requirement; Whether the board of directors and independent directors express their opinions in accordance with the provisions; Based on future income
Whether the restructuring report gives special tips when the valuation method of profit expectation is adopted.
8. Statement of restructuring and memorandum of transaction process. Whether the transaction process memorandum is in line with the re yes
Requirements of Article 42 of the working group measures.
Self inspection report of secondary market. Whether the self inspection report of the secondary market meets the requirements of Article 66 of the first 9 listing of Listed Companies in Standard No. 26; If there is any difference between the insider and the report of the plan, whether it is; Do not disclose the reorganization plan and submit it again as required. Directly disclose the reorganization report when applicable
After excluding the influence of market factors and excluding the same situation as Article 5 of Document No. 128, whether the listed company has fully proved that there is no insider trading behavior such as insider information insiders and immediate family members in relevant industry sectors, and submitted the inapplicable influence to the bourse, Listing related instructions.
(if applicable) the fluctuation of the company’s stock price does not reach 20%
The underlying assets of the transaction involve project approval, environmental protection, industry access, land use, planning and construction
11. For construction and other matters related to approval, it is not applicable before the announcement of the first resolution of the board of directors of this transaction. It does not involve whether the corresponding license certificate or the approval Reply of the relevant competent department has been obtained and submitted to the exchange
Pieces.
If a listed company intends to purchase assets, before the announcement of the first resolution of the board of directors of this transaction,
Documents proving that the asset seller has legally owned the complete rights of the subject assets, and explanatory materials indicating that there is no restriction or prohibition on the transfer of the assets to be purchased; The assets to be purchased are land use equity
For resource rights such as mining rights and mining rights, the obtained corresponding ownership certificates and
Prepare corresponding description materials of development or mining conditions.
The listed company plans to purchase assets by issuing shares, and the most recent year and the first financial period will
The accounting report is issued with qualified opinions, negative opinions or unable to express opinions by certified public accountants
Whether the audit report is submitted to the certified public accountant in accordance with Article 43 of the reorganization measures is not applicable
Verification opinions. Does the special verification opinion explain the matters involved in the relevant non-standard audit opinion
Significant impact has been eliminated or will be eliminated through this transaction.
Major restructuring involves new shares, such as acquisition or changes in equity of relevant shares
14. Information disclosure obligation. Whether to submit and disclose the summary of acquisition report or equity change report at the same time is not applicable
Notice.
Comparison of differences between the restructuring report and the plan issued by the listed company’s first 15 independent financial adviser. When it is not applicable to disclose the reorganization plan, the reorganization report shall be directly disclosed
Controlling shareholders and actual controllers of listed companies, all directors, supervisors
Senior managers, counterparties of major asset restructuring, and responsible for the implementation of each share
16. Commitment documents issued by restructuring related personnel such as relevant responsible subjects of specific income measures. Chengshi
Whether the contents of the promise comply with the reorganization measures, Standard No. 26 and the stock listing rules
11.11.2 and other relevant rules, which are true, accurate, complete
Compliance disclosure.
Whether the material assets reorganization is carried out in accordance with the guidelines for the handling of business of listed companies No. 10 –
17 – major asset restructuring “is adjusted according to the abnormal situation of stock trading and whether the case is filed or not
Check the notice and simultaneously disclose the general risk warning announcement or special risk warning announcement (first disclosure)
(applicable in case of reorganization plan).
Whether it has passed the “insider” column of the “business area of listed companies” of the exchange
18. What are the names of the intermediaries and relevant handling personnel employed in this major asset restructuring
And identity information.
19. Whether the independent financial advisor is satisfied with the industries and transaction types involved in the reorganization of the separation system
Express opinions on the payment method and case filing inspection, and entrust the listed company to fill in.
Verification opinions of the independent financial adviser on the restructuring report
S / n item yes / no remarks / N / A
Does the independent financial advisor of this reorganization not exist according to the financial advisor of merger and reorganization
1. The business management measures and reorganization Measures stipulate that they shall not act as independent financial advisers or be
Acquisition and reorganization of new business.
Whether the listed company and its current directors and senior managers are not suspected of committing a crime
Being filed for investigation by judicial organs or suspected of violating laws and regulations are being filed for investigation by China Securities Regulatory Commission
situation; If so, whether it complies with paragraph (III) of Article 43 of the reorganization measures
2 set. yes
Whether the current directors and senior managers of the listed company have not been punished within the last 36 months
Have you ever been subject to administrative punishment by the CSRC, or have you not been subject to securities trading in the past 12 months
Public condemnation; Whether this non-public offering does not violate Article of the measures for the administration of securities issuance
