Anhui Andeli Department Store Co.Ltd(603031) board of directors
Measures for the administration of major assets reorganization of the listed company
Description of Article 11
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”).
According to 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, the board of directors considered that after self-examination and demonstration of the actual situation of the company, This transaction complies with the relevant provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies, as follows:
1. This transaction complies with the national industrial policy, and the implementation of this reorganization by the listed company does not violate the provisions of laws and administrative regulations on environmental protection, land management, antitrust and so on;
2. This transaction does not involve stock issuance, which will not cause the listed company to fail to meet the conditions for stock listing;
3. The assets involved in this transaction will be based on the evaluation value of the evaluation report issued by the evaluation institution and determined by both parties through negotiation. The asset pricing is fair and there is no damage to the legitimate rights and interests of the company and its shareholders;
4. The ownership of the underlying assets of this transaction is clear. After the equity pledge of the underlying assets is lifted, there is no legal obstacle to the transfer or transfer of assets. The underlying assets of this transaction are the equity of Yajin technology, which does not involve the change and treatment of creditor’s rights and debts, and there is no situation that damages the interests of relevant creditors;
5. This transaction is conducive to enhancing the company’s sustainable operation ability, and there is no situation that may lead to the company’s main assets being cash or no specific business after reorganization;
6. This transaction is conducive to the company’s independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies;
7. This transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure.
To sum up, this transaction complies with Article 11 of the measures for the administration of major asset restructuring of listed companies. It is hereby explained.
Anhui Andeli Department Store Co.Ltd(603031) board of directors February 10, 2022
