Guohao law firm (Fuzhou)
On the formulation and implementation of the insider registration system for the sale of New Hua Du Supercenter Co.Ltd(002264) major assets
Verification opinions
43 / F, IFC Fuzhou International Financial Center, No. 1, Wanglong 2nd Road, Taijiang District, Fuzhou 350005
MailingA d d ress :43/F,InternationalFinancial Center,No.1WangLong 2ndAvenue,Taijiang D is trict,
Fuzhou Fujian Province ,China
Tel: 86-591-88115333 Fax: 86-591-88338885
Website: http://www.grandall.com.cn.
February 2022
Verification opinions of Guohao law firm (Fuzhou)
Guohao law firm (Fuzhou)
About New Hua Du Supercenter Co.Ltd(002264)
On the insider registration system for the sale of major assets
Development and Implementation
Verification opinions
To: New Hua Du Supercenter Co.Ltd(002264)
According to the special legal counsel contract signed with New Hua Du Supercenter Co.Ltd(002264) , Guohao law firm (Fuzhou) appointed lawyer Li Tong, lawyer Cai Shunmei and lawyer Wu Mianzhi as the special legal counsel for the company's major asset sale.
According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies (2020 Amendment), the formulation and implementation of the New Hua Du Supercenter Co.Ltd(002264) insider registration system were verified.
Unless otherwise specified, the abbreviation in this verification opinion has the same meaning as the abbreviation in the legal opinion of Guohao law firm on New Hua Du Supercenter Co.Ltd(002264) major asset sale and related party transactions (hereinafter referred to as "legal opinion"). All statements made in our legal opinion are applicable to this verification opinion.
This verification opinion is only used by the company for the purpose of this transaction and shall not be used for any other purpose. The exchange agrees that the company will take this verification opinion as the application material of this transaction and report it together with other materials. In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers issued the following verification opinions:
1、 Formulation of insider registration system of listed companies
On March 21, 2013, New Hua Du Supercenter Co.Ltd(002264) held the 33rd meeting of the second board of directors, which was considered and adopted
Verification opinions of Guohao law firm (Fuzhou)
The proposal on Amending the company's registration system for insiders was and the registration system for insiders of New Hua Du Supercenter Co.Ltd(002264) was announced on March 22, 2013.
2、 Implementation of the insider registration system of listed companies
During the planning of this transaction, the listed company and the relevant parties of this transaction have taken necessary and sufficient confidentiality measures to limit the scope of relevant sensitive information. In order to safeguard the interests of investors, the listed company has disclosed the suggestive announcement on planning the sale of major assets and public solicitation of intended transferee on November 25, 2021.
The listed company signed a confidentiality agreement with the relevant parties of this transaction and took strict confidentiality measures. The listed company registered the insiders involved in this transaction and timely reported the list of insiders to Shenzhen Stock Exchange.
In addition, the listed company also made a memorandum on the process of major asset restructuring, recording the specific links and progress of the transaction, including the time, place, participating institutions and personnel of scheme discussion, work content communication and other matters, and registered with Shenzhen stock exchange for the record.
3、 Verification opinions
In conclusion, our lawyers believe that:
1. The listed company has formulated the New Hua Du Supercenter Co.Ltd(002264) insider registration system in accordance with the securities law of the people's Republic of China, the measures for the administration of information disclosure of listed companies, the provisions on the registration and management system of insiders of listed companies and the articles of association, which is in line with the provisions of relevant laws, regulations and other normative documents.
2. In this transaction, the listed company strictly controlled the insider information within the specified scope in accordance with the provisions of the New Hua Du Supercenter Co.Ltd(002264) insider information insider registration system, and implemented the registration and reporting of insider information, which was in line with the provisions of relevant laws, regulations and other normative documents. (no text below)
Verification opinions of Guohao law firm (Fuzhou)
(there is no text on this page, which is the signature page of the verification opinions of Guohao law firm on the formulation and implementation of the insider registration system for the sale of New Hua Du Supercenter Co.Ltd(002264) major assets)
This verification opinion was issued on, 2022, with six originals and no copies.
Guohao law firm (Fuzhou)
Person in charge: Yao Zhongkai handling lawyer: Li Tong
Cai Shunmei
Wu Mianzhi
