Huaan Securities Co.Ltd(600909)
About Anhui Andeli Department Store Co.Ltd(603031)
This transaction does not constitute the verification opinion of reorganization and listing
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”). Huaan Securities Co.Ltd(600909) (hereinafter referred to as “independent financial consultant”) as the independent financial consultant of Anhui Andeli Department Store Co.Ltd(603031) this reorganization, in accordance with the provisions of the administrative measures for major asset reorganization of listed companies (hereinafter referred to as “the administrative measures for reorganization”), checked whether this transaction constituted the reorganization and listing specified in Article 13 of the administrative measures for reorganization, and expressed the following opinions:
On November 4, 2019, Mr. Chen Xuegao signed the share transfer intention agreement with Hefei Rongxin equity investment fund partnership (limited partnership) (hereinafter referred to as “Hefei Rongxin”), and Chen Xuegao plans to transfer 14380800 shares of the company (accounting for 12.84% of the total share capital of the company) held by him to Hefei Rongxin. On November 21, 2019, the transfer registration of the above shares was completed. At the same time, according to the agreement, Mr. Chen Xuegao gave up all his voting rights of the remaining shares, and the actual controllers of the company were changed to Yuan Yonggang and Wang Wenjuan.
As of the date of issuance of this verification opinion, Hefei Rongxin, the controlling shareholder of the company, and Shenzhen Qianhai glory Capital Management Co., Ltd., who acted in concert, held 21838040 shares of the company (accounting for 19.50% of the total share capital of the company), and Mr. Qin Daqian entrusted the voting rights of 10785600 shares of the company (accounting for 9.63% of the total share capital of the company) to Hefei Rongxin, Hefei Rongxin and its persons acting in concert jointly control 29.13% of the voting rights of the company.
After the completion of this transaction, the controlling shareholders and actual controllers of the company have not changed, and this transaction has not purchased assets from the controlling shareholders, actual controllers and their affiliates of the listed company. Therefore, this transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures.
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