Anhui Chengyi law firm
About Anhui Andeli Department Store Co.Ltd(603031)
Major asset purchases and related party transactions
Legal opinion
Anhui Chengyi law firm
ANHUI CHENGYI LAW FIRM
Address: 5th floor, Baiyue center, land Plaza, No. 200 Huaining Road, Hefei zip code: 230041 Fax: 0551-65608051 Tel: 0551-65609815
interpretation
Unless otherwise specified, the following words used in this legal opinion have the following meanings:
Anhui Andeli Department Store Co.Ltd(603031) / listed company refers to Anhui Andeli Department Store Co.Ltd(603031)
Fujian Nanping Dafeng Electric Appliance Co., Ltd. was the counterparty from August 1999 to July 2016. Dafeng refers to “Fujian Nanping Dafeng Electric Appliance Co., Ltd.” from July 2016 to 2022, and Ningbo Yafeng Electric Appliance Co., Ltd. in January 2022. It was renamed “Fujian Nanping Dafeng Electric Appliance Co., Ltd.”
Anfu energy refers to Anhui Anfu Energy Technology Co., Ltd., Anhui Andeli Department Store Co.Ltd(603031) holding subsidiary, and the acquisition subject of this major asset restructuring
Hefei Rongxin refers to Hefei Rongxin equity investment fund partnership (limited partnership)
Shenzhen glory refers to Shenzhen Qianhai glory Capital Management Co., Ltd
Ningbo Ruili refers to Ningbo Ruili enterprise management partnership (limited partnership)
Zhengtong Boyuan refers to Ningbo Zhengtong Boyuan equity investment partnership (limited partnership)
Yajin technology refers to Ningbo Yajin Electronic Technology Co., Ltd
Nanfu battery refers to Fujian Nanping Nanfu Battery Co., Ltd
Nanfu marketing refers to Fujian Nanfu Marketing Co., Ltd
Nanfu Huanyu refers to Fujian Nanfu Huanyu Battery Co., Ltd
Nanfu new energy refers to Fujian Nanping Yanping Nanfu New Energy Technology Co., Ltd
Shenzhen Jingfu refers to Shenzhen Jingfu Technology Co., Ltd
Shanghai Jingfu refers to Shanghai Jingfu Technology Co., Ltd
Yajinxin communication refers to yajinxin communication (Beijing) Co., Ltd
In this transaction, the company Anhui Andeli Department Store Co.Ltd(603031) purchased 15% equity of Yajin technology from Dafeng electric appliance by paying cash through Anfu energy.
recombination
On February 9, 2022, the relevant transfer agreement signed by Ningbo Yafeng, Anfu energy and Anhui Andeli Department Store Co.Ltd(603031) refers to the share transfer agreement of 15% shares in Ningbo Yajin Electronic Technology Co., Ltd.
The base date of audit and evaluation refers to the base date of audit and evaluation of the assets winning the bid in this transaction, i.e. August 31, 2021
The reporting period refers to 2019, 2020 and January August 2021
Share transfer date refers to the date when Dafeng electric appliance and Anfu energy complete the transfer registration with China Securities Depository and Clearing Co., Ltd. for the transfer of 15% shares of Yajin technology
Transition period refers to the period from the base date of audit and evaluation (excluding the current day) to the delivery date (including the current day)
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Our firm / our lawyer refers to the handling lawyer appointed by Anhui Chengyi law firm / our firm for this transaction, that is, the lawyer who signed in the column of “handling lawyer” on the signature page of this legal opinion
Independent financial advisor / Hua’an refers to Huaan Securities Co.Ltd(600909)
negotiable securities
Appraisal institution / Zhonglian Guoxin refers to Zhonglian Guoxin Asset Appraisal Co., Ltd
Asset acquisition audit institution / refers to Hexin Certified Public Accountants (special general partnership)
Hexin
Audit report refers to the audit report hxsz (2021) No. 000718 issued by Hexin
The asset appraisal report refers to the asset appraisal report (wzlgxbz (2021) No. 293) issued by Zhonglian Guoxin
Legal opinion refers to the legal opinion of Anhui Chengyi law firm on Anhui Andeli Department Store Co.Ltd(603031) major asset purchase and related party transactions
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
Restructuring Measures refers to the measures for the administration of major asset restructuring of listed companies (revised in 2020)
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange
Yuan means, unless otherwise specified, the legal tender of China, RMB yuan
Note: if the data quoted in this legal opinion is in 10000 yuan, there may be a tail difference from the original value in yuan; Unless otherwise specified in this legal opinion, all values retain 2 decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
Anhui Chengyi law firm
About Anhui Andeli Department Store Co.Ltd(603031)
Major asset purchases and related party transactions
Legal opinion
(2022) Cheng Yi Fa Zi No. 00030 to: Anhui Andeli Department Store Co.Ltd(603031)
In accordance with the provisions of the company law, the securities law, the reorganization measures, the listing rules and other laws, regulations and normative documents, the exchange accepts the entrustment of Anhui Andeli Department Store Co.Ltd(603031) and appoints lawyers Si Hui and Zhang Gen to act as the special legal counsel for Anhui Andeli Department Store Co.Ltd(603031) This major asset purchase and related party transaction, provide legal services and issue this legal opinion.
In order to issue this legal opinion, we and our lawyer hereby make the following statement:
1. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties and followed the principles of diligence, due diligence and good faith, The relevant facts have been fully verified and verified to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. The parties to this transaction guarantee that they have provided the lawyer with the original written materials, copies or oral testimony necessary for the issuance of this legal opinion, which are true, accurate and complete, and there are no false records, misleading statements or major omissions. All parties to this transaction guarantee that the above documents and testimony are true, accurate and complete, the signatures and seals on all documents are true, and the copies are consistent with the original.
3. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, our lawyer relies on the supporting documents and testimony issued by relevant government departments, relevant parties to this transaction or other relevant institutions or persons to issue legal opinions.
4. This legal opinion only expresses opinions on legal issues related to this transaction. Our lawyer is not qualified to express professional opinions on non legal matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and so on. When such contents are involved in this legal opinion, they are quoted in strict accordance with the reports issued by relevant intermediaries. However, such quotations shall not be deemed as any express or implied guarantee made by our lawyer for the authenticity, accuracy and completeness of these data and conclusions.
5. The lawyer agrees to take this legal opinion as a necessary legal document for Anhui Andeli Department Store Co.Ltd(603031) This transaction, declare or disclose it together with other materials, and bear legal liabilities according to law.
6. This legal opinion is only for Anhui Andeli Department Store Co.Ltd(603031) the purpose of this transaction and shall not be directly or indirectly used for any other purpose or purpose.
Based on the above statement, the lawyer has verified and verified the documents and facts related to this transaction in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and issued the following legal opinions:
1、 Main contents of this transaction plan
The lawyer consulted the transfer agreement of 15% shares of Yajin technology, profit compensation agreement, plan for Anhui Andeli Department Store Co.Ltd(603031) major asset purchase and related party transaction, report on Anhui Andeli Department Store Co.Ltd(603031) major asset purchase and related party transaction (Draft), resolutions of the eighth meeting of the Fourth Board of directors, etc.
(I) specific scheme of this transaction
1. Overview of this transaction
This transaction is that 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.
2. Pricing and transaction evaluation
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.
3. Payment method of this transaction
(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.
4. Capital source of this transaction
This transaction is a cash acquisition, and the listed company plans to take Anfu energy, a holding subsidiary, as the acquisition subject. The company plans to raise funds through non-public offering of shares for this transaction. In view of the inconsistency between the time when the raised funds are in place and the time when the acquisition funds are actually paid, the company plans to pay in advance through its own funds and self raised funds, and replace them after the raised funds are in place, However, the implementation of this transaction is not subject to the approval of the CSRC for the above-mentioned non-public offering of shares.
5. Performance commitment of this transaction
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 the profit and loss effects that may be caused by the equity investment of Yajin technology in Shenzhen Pengbo Industrial Group Co., Ltd.) shall not be less than 616372500 yuan, 657464000 yuan and 698555500 yuan respectively.
6. Performance commitment compensation scheme
(1) 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”).
(2) 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
