Huaan Securities Co.Ltd(600909)
About Anhui Andeli Department Store Co.Ltd(603031)
Purchased within 12 months before this transaction The verification opinion Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as the “company”, “listed company” and ” Anhui Andeli Department Store Co.Ltd(603031) “) on the sale of assets intends to pay cash to Ningbo Yafeng Electric Appliance Co., Ltd. (renamed as “Fujian Nanping Dafeng Electric Appliance Co., Ltd.” hereinafter referred to as “Anfu energy”) through the holding subsidiary Anhui Anfu Energy Technology Co., Ltd. (hereinafter referred to as “Anfu energy”) “Ningbo Yafeng”) purchased 15% of the 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 provisions of the measures for the administration of major asset restructuring of listed companies: “If a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on the cumulative amount. The asset transaction that has prepared and disclosed the report on major asset restructuring in accordance with the provisions of these measures need not be included in the scope of cumulative calculation. The cumulative period of major asset restructuring stipulated by the CSRC in paragraph 1 of Article 13 of these measures If the limits and scope are otherwise specified, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets. “
Huaan Securities Co.Ltd(600909) (hereinafter referred to as “the independent financial adviser”) as the independent financial adviser of Anhui Andeli Department Store Co.Ltd(603031) this reorganization, checked the purchase and sale of assets within 12 months before Anhui Andeli Department Store Co.Ltd(603031) this reorganization. The verification results are as follows:
1、 Assets purchased and sold by listed companies within 12 months before the reorganization
On November 16, 2021, the listed company convened the board of directors to consider and pass the report on major asset acquisition, major asset sale and related party transactions (Draft) and other relevant proposals, and agreed that Anfu energy, the company’s new subsidiary, planned to purchase 36% of its equity of Yajin technology from Ningbo Yafeng by paying cash, Anfu energy sold its 100% equity of Anhui Anhui Andeli Department Store Co.Ltd(603031) industry and Trade Co., Ltd. to Chen Xuegao in cash, and then Ningbo Yafeng irrevocably entrusted the voting rights corresponding to its 562553100 shares (accounting for 15% of the total share capital of Yajin Technology) to the listed company for exercise; On December 13, 2021, the listed company held a general meeting of shareholders to deliberate and pass relevant proposals; In January 2022, the listed company completed the asset transfer and voting right entrustment related to the major asset reorganization. The listed company has prepared and disclosed a major asset restructuring report on this major asset restructuring, so it does not need to be calculated cumulatively with the acquisition of 15% equity of Yajin technology.
In addition to the above major asset restructuring, the purchase and sale of other assets of the listed company within the 12 months before the restructuring are as follows:
On January 27, 2021, Chaohu Anhui Andeli Department Store Co.Ltd(603031) Shopping Center Co., Ltd., a wholly-owned subsidiary of the company, signed an equity transfer contract with Anhui Anhui Andeli Department Store Co.Ltd(603031) Hotel Co., Ltd. to transfer its 10% equity of Chaohu Guoyuan microfinance Co., Ltd. to Anhui Anhui Andeli Department Store Co.Ltd(603031) Hotel Co., Ltd. Referring to the assessed market value of all shareholders’ equity on December 31, 2020, the transfer price of 10% equity of Chaohu Guoyuan microfinance Co., Ltd. is RMB 11.52 million. On February 23, 2021, the aforesaid equity transfer completed the relevant industrial and commercial change registration procedures. After this transfer, Chaohu Anhui Andeli Department Store Co.Ltd(603031) Shopping Center Co., Ltd. no longer holds the equity of Chaohu Guoyuan microfinance Co., Ltd. According to the provisions of the articles of association, the above asset sales and related party transactions have reached the deliberation authority of the board of directors. This asset sales and related party transactions have been deliberated and approved at the 20th meeting of the third board of directors of the company and need not be submitted to the general meeting of shareholders of the company for deliberation. The independent directors of the company reviewed the transaction in advance and expressed independent opinions.
2、 Verification opinions
After verification, the independent financial consultant believes that the company has prepared and disclosed a major asset restructuring report on the purchase of 36% equity of Yajin technology and the sale of 100% equity of Anhui Anhui Andeli Department Store Co.Ltd(603031) industry and Trade Co., Ltd. The underlying assets involved in the above-mentioned sale of 10% equity of Chaohu Guoyuan microfinance Co., Ltd. do not belong to the same or related assets as the underlying assets of this transaction. Therefore, when calculating whether this transaction constitutes a major asset reorganization, the above transactions do not need to be calculated cumulatively with the acquisition of 15% equity of Yajin technology.
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(there is no text on this page, which is the signature page of Huaan Securities Co.Ltd(600909) verification opinions on Anhui Andeli Department Store Co.Ltd(603031) assets purchased and sold within 12 months before this transaction)
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