Stock Code: 002264 stock abbreviation: New Hua Du Supercenter Co.Ltd(002264) listing place: Shenzhen Stock Exchange Announcement No.: 2022-010 New Hua Du Supercenter Co.Ltd(002264)
Summary of report on major asset sales and related party transactions (Draft)
Name, domicile and mailing address of the counterparty
New Hua Du Supercenter Co.Ltd(002264) Industrial Group Co., Ltd. 28th floor, North building, No. 162, Wusi Road, Gulou District, Fuzhou City, Fujian Province
Independent financial advisor
February, 2002
Statement
1、 Company statement
The purpose of the summary of the report on major asset restructuring is only to provide the public with a brief information about the restructuring, and does not include all parts of the full text of the report on major asset restructuring. The full text of the major asset restructuring report is also published on cninfo（ http://www.cn.info.com.cn./ ）； The inspection method of documents for future reference is: investors can inspect the above documents at the designated place and time of the listed company after the publication of the summary of this report (see "section II documents and places for future reference" of the summary of this report for details).
The listed company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the contents of this report and its summary, and shall be jointly and severally liable for the false records, misleading statements or major omissions of this report and its summary.
The effectiveness and completion of this major asset sale need to be reviewed and approved by the general meeting of shareholders and approved, approved or recognized by the relevant examination and approval authority (if any). Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it has made a substantive judgment or guarantee on the value of the company's shares or the income of investors.
After the completion of this major asset sale, the listed company shall be responsible for the changes in the operation and income of the listed company; The investor shall be responsible for the investment risk caused by this major asset sale. When evaluating the transaction of the listed company, in addition to the summary of this report and the relevant documents disclosed at the same time with the summary of this report, investors should also seriously consider the risk factors disclosed in the reorganization report.
If investors have any questions about the summary of this report, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
2、 Counterparty statement
The counterparty New Hua Du Supercenter Co.Ltd(002264) Industrial Group Co., Ltd. (hereinafter referred to as "the counterparty") of this major asset sale guarantees that the information and documents it provides for this exchange are true, accurate and complete, and there are no false records, misleading statements or major omissions, and is responsible for the authenticity of the information, documents, materials, instructions and confirmation provided Assume corresponding legal responsibilities for accuracy and completeness. If the information provided contains false records, misleading statements or major omissions, causing losses to investors, trading parties and intermediaries involved in this transaction, the counterparty will be liable for compensation according to law.
The counterparty promises that it has provided all intermediaries involved in this transaction with relevant information and documents (including but not limited to original written materials, duplicate materials and oral testimony), and ensures that the information and documents provided are true, accurate and complete, and the copies or copies of the documents and materials provided are consistent with their originals, original materials or originals, And the signatures and seals of such documents are true. The signatories of such documents have legally authorized and effectively signed the documents to ensure that there are no false records, misleading statements or major omissions. The counterparty will timely disclose the information related to this transaction in accordance with relevant laws and regulations and the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and ensure the authenticity, accuracy and integrity of such information.
3、 Statement of relevant securities service institutions
The independent financial adviser, legal adviser, audit institution and asset evaluation institution of this transaction agree that New Hua Du Supercenter Co.Ltd(002264) quote the concluding opinions issued by each institution in the report on New Hua Du Supercenter Co.Ltd(002264) major asset sale and related party transactions (Draft) and its abstract, and ensure that the quoted contents have been reviewed by each institution, Confirm that the report on New Hua Du Supercenter Co.Ltd(002264) major asset sale and related party transactions (Draft) and its abstract will not have false records, misleading statements or major omissions due to the above contents. If there are false records, misleading statements or major omissions in the transaction application documents due to citing the concluding opinions issued by various institutions, and all institutions fail to be diligent and responsible, they will bear joint and several liability for compensation.
catalogue
Declare that two
1、 The company declares that two
2、 The counterparty declares that two
3、 Statement of relevant securities service institutions 3 catalog 4 interpretation 6. Tips on major issues eight
1、 Overview of this transaction plan eight
2、 This transaction constitutes a major asset restructuring eight
3、 This transaction constitutes a connected transaction nine
4、 This transaction does not constitute reorganization and listing nine
5、 The payment method of this transaction nine
6、 The evaluation of this transaction nine
7、 The impact of this transaction on listed companies nine
8、 Approval procedures for the performance of this transaction eleven
9、 Important commitments made by the relevant parties to this transaction twelve
10、 The principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this reorganization 17 Xi. Share reduction plan of controlling shareholders, persons acting in concert, directors, supervisors and senior managers of listed companies 17
12、 Relevant arrangements to protect the legitimate rights and interests of investors 18 major risk tips twenty-two
1、 Risks associated with this transaction twenty-two
2、 Operating risks of listed companies Section 1 overview of this transaction twenty-five
1、 The background of this transaction twenty-five
2、 The purpose of this transaction twenty-five
3、 Overview of this transaction plan twenty-six
4、 This transaction constitutes a connected transaction twenty-seven
5、 This transaction constitutes a major asset restructuring twenty-eight
6、 This transaction does not constitute reorganization and listing twenty-eight
7、 The decision-making process of this transaction twenty-eight
8、 The impact of this transaction on listed companies Section 2 documents and places for future reference thirty-two
1、 Documents for future reference 32 II. Location of documents for future reference 32 III. check the website thirty-three
interpretation
In the summary of this report, unless the context otherwise requires, the following abbreviations have the following specific meanings:
The report and restructuring report refer to the report on New Hua Du Supercenter Co.Ltd(002264) major asset sale and related party transactions (Draft)
The summary of this report refers to the summary of the report on New Hua Du Supercenter Co.Ltd(002264) major asset sale and related party transactions (Draft)
Listed companies, New Hua Du Supercenter Co.Ltd(002264) , the company, the New Hua Du Supercenter Co.Ltd(002264) company New Hua Du Supercenter Co.Ltd(002264) group, controlling shareholders and trading counterparties New Hua Du Supercenter Co.Ltd(002264) Industrial Group Co., Ltd
The 11 wholly-owned subsidiaries to be sold by New Hua Du Supercenter Co.Ltd(002264) include Quanzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Zhangzhou New Hua Du Supercenter Co.Ltd(002264) Department Store Co., Ltd., Jiangxi New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Xiamen New Hua Du Supercenter Co.Ltd(002264) target company index Plaza Co., Ltd Fujian New Hua Du Supercenter Co.Ltd(002264) General Department Store Co., Ltd., Ningde New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Sanming New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Longyan New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Nanping New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd Sanming New Hua Du Supercenter Co.Ltd(002264) Logistics Distribution Co., Ltd., Ganzhou New Hua Du Supercenter Co.Ltd(002264) Shopping Plaza Co., Ltd
This transaction and this reorganization means that New Hua Du Supercenter Co.Ltd(002264) intends to sell 100% equity of the target company to the counterparty New Hua Du Supercenter Co.Ltd(002264) group in cash
Major asset sale agreement refers to the major asset sale agreement between New Hua Du Supercenter Co.Ltd(002264) and New Hua Du Supercenter Co.Ltd(002264) Industrial Group Co., Ltd
Equity transfer agreement refers to the equity transfer agreement between New Hua Du Supercenter Co.Ltd(002264) and New Hua Du Supercenter Co.Ltd(002264) Industrial Group Co., Ltd
The trademark license contract refers to the trademark license contract between New Hua Du Supercenter Co.Ltd(002264) and New Hua Du Supercenter Co.Ltd(002264) Industrial Group Co., Ltd
The asset appraisal report of Fujian New Hua Du Supercenter Co.Ltd(002264) Comprehensive Department Store Co., Ltd., Ningde Xinhua shopping mall Co., Ltd., Zhangzhou New Hua Du Supercenter Co.Ltd(002264) Department Store Co., Ltd., Quanzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd. and Xiamen New Hua Du Supercenter Co.Ltd(002264) involved in the retail business segment to be sold Refers to shopping mall Co., Ltd., Sanming New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Nanping New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Sanming New Hua Du Supercenter Co.Ltd(002264) Logistics Distribution Co., Ltd., Longyan New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Jiangxi New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd Assets appraisal report on the value of all shareholders' equity simulated merger of Ganzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
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
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
The stock listing rules refer to the stock listing rules of Shenzhen Stock Exchange
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies offering securities to the public - major asset restructuring of listed companies
Anxin securities and independent financial consultant refer to Anxin Securities Co., Ltd
Guohao lawyer, legal adviser and lawyer refer to Guohao law firm (Fuzhou)
Accountants, audit institutions and Tianjian certified public accountants refer to the asset appraisal institution of Tianjian Certified Public Accountants (special general partnership), and Huacheng real estate appraisal refers to Fujian Huacheng real estate land asset appraisal Co., Ltd
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
The report refers to the period from January 2020 to October 2021
The base date refers to the audit and evaluation base date of the assets involved in this transaction, i.e. October 31, 2021
Tips on major issues
The abbreviations used in this part are the same as those specified in the "interpretation" of the summary of this report
Remind investors to carefully read the full text of the summary of this report and pay special attention to the following matters:
1、 Overview of the transaction scheme
New Hua Du Supercenter Co.Ltd(002264) plans to sell 100% equity of 11 wholly-owned subsidiaries in the retail business sector (hereinafter referred to as "this transaction") to the controlling shareholder New Hua Du Supercenter Co.Ltd(002264) group through cash sale. The price of this transaction is 394.358 million yuan. 11 wholly-owned subsidiaries include Quanzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Zhangzhou New Hua Du Supercenter Co.Ltd(002264) Department Store Co., Ltd., Jiangxi New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Xiamen New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Fujian New Hua Du Supercenter Co.Ltd(002264) Comprehensive Department Store Co., Ltd., Ningde New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd. and Sanming New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd
