Securities code: 002264 securities abbreviation: New Hua Du Supercenter Co.Ltd(002264) Announcement No.: 2022-017 New Hua Du Supercenter Co.Ltd(002264)
Explanation of the board of directors that the sale of major assets complies with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
New Hua Du Supercenter Co.Ltd(002264) (hereinafter referred to as the "company" and "listed company") intends to transfer 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) 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 100% equity of 11 wholly-owned subsidiaries of Ganzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd. (hereinafter referred to as "this transaction").
Now, according to the relevant regulatory requirements, the board of directors of the company has made a careful analysis on whether this transaction complies with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring"). The board of Directors believes that:
1、 This transaction complies with the national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust
(I) this transaction complies with the national industrial policy
The underlying assets to be sold in this transaction are retail business, 100% equity of 11 wholly-owned subsidiaries, and the main business of the underlying assets is retail business. After the completion of this transaction, the main business of the listed company will be changed from internet marketing business and retail business to Internet marketing business. According to the Guiding Catalogue for industrial structure adjustment (2019 version) issued by the national development and Reform Commission, the main business of the target assets to be sold does not belong to the industries restricted or eliminated by the national industrial policy, which is in line with the national industrial policy and regulations.
(II) this transaction complies with the provisions of laws and administrative regulations on environmental protection
The underlying assets of this transaction are equity assets, and the implementation of this transaction does not directly involve relevant environmental protection matters. During the reporting period, the subject company was not subject to major administrative penalties for violating laws and regulations on environmental protection.
(III) this transaction complies with the provisions of laws and administrative regulations on land management
The underlying assets of this transaction are equity assets. There is no violation of land management laws and administrative regulations in the implementation of this transaction. During the reporting period, the subject company was not subject to major administrative punishment by relevant land authorities for violating relevant laws and regulations on land management.
(IV) this transaction will apply to the relevant departments in accordance with the anti-monopoly laws and administrative regulations. According to the anti-monopoly law of the people's Republic of China, the provisions of the State Council on the reporting standards of business concentration and other relevant laws, regulations, departmental rules and regulatory documents of the anti-monopoly law, if the concentration of business operators meets one of several standards, Business operators shall report to the anti-monopoly law enforcement authority of the State Council in advance. If they fail to report, they shall not implement concentration. New Hua Du Supercenter Co.Ltd(002264) the group will file a business concentration declaration with the relevant competent authorities for this transaction, which can be implemented only after obtaining the recognition of exemption from business concentration declaration by the State Administration of market supervision or passing the business concentration review by the State Administration of market supervision, so as to ensure that the implementation of the transaction does not violate the relevant provisions of antitrust.
2、 This transaction will not cause the listed company to fail to meet the conditions for stock listing
This transaction is a cash transaction and does not involve the issuance of shares. This transaction does not affect the total share capital and ownership structure of the company. After the completion of this transaction, the shareholding proportion of social public shares of the company shall not be less than 10% of the total share capital of the company. This transaction will not lead to the situation that the equity distribution of the listed company does not meet the listing conditions. This transaction complies with the provisions of item (II) of Article 11 of the reorganization management measures.
3、 The asset pricing involved in this exchange is fair, and there is no situation that damages the legitimate rights and interests of listed companies and shareholders
For this transaction, the listed company hired an accounting firm and asset evaluation institution in accordance with the securities law to conduct a special audit and evaluation of the trading assets. The independent directors of the listed company issued independent opinions on the appraisal. Huacheng real estate appraisal and its handling appraisers have no relationship with the listed company, the counterparty and the target company, have no realistic and expected interests or conflicts, and have sufficient independence. The appraisal report issued by Huacheng real estate appraisal and its handling appraisers conforms to the principles of objectivity, impartiality, independence and science.
The board of directors and independent directors of the listed company have issued special opinions on the evaluation matters involved in this transaction, and expressed positive opinions on the independence of the evaluation institution, the rationality of the evaluation assumptions, the correlation between the valuation method and the valuation purpose, and the fairness of valuation and pricing. This transaction does not damage the legitimate rights and interests of the listed company and its shareholders. This transaction complies with the provisions of item (III) of Article 11 of the reorganization management measures.
4、 The ownership of assets involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor's rights and debts is legal
The underlying assets to be sold in this transaction are 100% equity of 11 wholly-owned subsidiaries of retail business. According to the industrial and commercial registration and filing materials, the subject company is a legally established and effectively existing company; There is no pledge, mortgage, lien, other guarantee or creation of third-party interests or restrictions on the equity of the subject company, including but not limited to entrusted shareholding, trust shareholding, usufruct arrangement, option arrangement and other holding conditions. The equity ownership of the subject company is clear. There are no legal obstacles to the transfer or transfer of the underlying assets. This transaction does not involve the transfer of creditor's rights and debts of the subject company. This transaction complies with the provisions of item (IV) of Article 11 of the reorganization management measures.
5、 This transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may cause the main assets of the listed company to be cash or no specific business after reorganization
Based on the existing market background and competitive environment, after the completion of this transaction, the listed company will focus on the Internet marketing industry in the future. Through this transaction, the listed company will spin off the retail business under pressure to avoid the impact of retail business on the performance of the listed company, so as to improve the capital structure, strengthen shareholder return and enhance the ability of sustainable development. The cash obtained from this transaction will be used to vigorously develop Internet marketing related businesses in the future. As the listed company's main assets are not likely to continue to operate in the future, or there is no possibility that the listed company's main assets will continue to be unprofitable after the reorganization. This transaction complies with the provisions of item (V) of Article 11 of the reorganization management measures.
6、 This transaction is conducive to the listed 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
Prior to this transaction, the listed company had an independent and complete business system and the ability to operate independently facing the market. Its business, assets, personnel, institutions and finance were independent of the controlling shareholders, actual controllers and other enterprises under their control. After the completion of this transaction, the controlling shareholders and actual controllers of the listed company will not change due to this transaction. This transaction is conducive to the good development of the company's business and will not have a significant impact on the company's independence. This transaction complies with the provisions of item (VI) of Article 11 of the reorganization management measures.
7、 This transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure of the listed company
Before this transaction, the listed company has established a relatively perfect corporate governance structure, and this transaction will not lead to significant changes in the corporate governance structure of the listed company. After the completion of this transaction, the listed company will further improve the construction and implementation of various systems of the company and maintain a sound and effective corporate governance structure in accordance with the requirements of laws and regulations such as the company law, the securities law, the guidelines for the governance of listed companies and the listing rules. This transaction complies with the provisions of Article 11 (VII) of the reorganization management measures.
In conclusion, the board of Directors believes that this transaction complies with the relevant provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies.
It is hereby explained.
New Hua Du Supercenter Co.Ltd(002264) board of directors
February 11, 2002 (there is no text on this page, which is the signature page of the New Hua Du Supercenter Co.Ltd(002264) board of directors' statement that this major asset sale complies with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies)
New Hua Du Supercenter Co.Ltd(002264) board of directors
February 11, 2002
