Guohao law firm (Fuzhou)
Self inspection report on stock trading by insiders related to New Hua Du Supercenter Co.Ltd(002264) This major asset sale
of
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
Guohao law firm (Fuzhou)
About New Hua Du Supercenter Co.Ltd(002264)
Self inspection report on stock trading by insiders related to this major asset sale
of
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.
In accordance with the provisions of the measures for the administration of major asset restructuring of listed companies (revised in 2020), the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies (revised in 2022), and the guidelines for the application of regulatory rules - listing class No. 1, Our lawyers checked the self-examination report on the trading of stocks by insiders of the listed company's insider information related to this transaction, and issued this special opinion.
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、 The insider's self inspection period of this transaction
The self-examination period of insiders of the insider information of this transaction is 6 months before the first disclosure of the suggestive announcement date of the listed company on planning the sale of major assets (November 25, 2021) to the date of disclosure of the restructuring report. The self inspection period is from May 26, 2021 to the disclosure date of the restructuring report.
2、 Verification scope of insider information of this transaction
The insider verification scope of this transaction is:
1. New Hua Du Supercenter Co.Ltd(002264) and its directors, supervisors, senior managers and actual controllers of listed companies;
2. The counterparty, the controlling shareholder New Hua Du Supercenter Co.Ltd(002264) group of the listed company and its directors, supervisors and senior managers;
3. The target company and its directors, supervisors and senior managers;
4. The intermediaries and their handling personnel employed in this transaction;
5. Other insiders;
6. The immediate relatives of the above-mentioned natural person verification object include parents, spouses and adult children.
3、 The verification object bought and sold New Hua Du Supercenter Co.Ltd(002264) shares during the self inspection period
(I) New Hua Du Supercenter Co.Ltd(002264) - reduction of the company's shares in the second phase of the employee stock ownership plan. According to the arrangement of the stock ownership plan, the Management Committee of the company's 2020 employee stock ownership plan reduced 6915700 shares of the company's shares held in the second phase of the employee stock ownership plan through block trading on June 28, 2021, On January 4, 2022, 4300 shares of the company's shares held by New Hua Du Supercenter Co.Ltd(002264) - phase II employee stock ownership plan were reduced through centralized bidding. At the time of the first reduction, the company had not planned this major asset sale; At the time of the second reduction, the company had disclosed the New Hua Du Supercenter Co.Ltd(002264) suggestive announcement on planning the sale of major assets and public solicitation of intended transferee on November 25, 2021. According to the self-examination report issued by the company, the above transactions did not belong to the situation of stock trading using insider information.
(II) New Hua Du Supercenter Co.Ltd(002264) the group agreed to transfer 10% of the company's shares to the chairman of the listed company
On November 30, 2021, the controlling shareholder New Hua Du Supercenter Co.Ltd(002264) Group signed the share transfer agreement on New Hua Du Supercenter Co.Ltd(002264) with Ni Guotao, chairman of the listed company. The New Hua Du Supercenter Co.Ltd(002264) group agreed to transfer 68456388 shares of the company (accounting for 10.00% of the total share capital of the company) to Ni Guotao. The listed company announced the simplified report on changes in equity on November 30, 2021.
New Hua Du Supercenter Co.Ltd(002264) the group is the controlling shareholder of the listed company, and the commitment issued for the above-mentioned sale of shares of the listed company is as follows:
"Based on enhancing the confidence of the company's management team, further expanding and strengthening the company's Internet marketing business and promoting the long-term and healthy development of the company, the company transferred New Hua Du Supercenter Co.Ltd(002264) shares held by the company to Ni Guotao through agreement transfer on November 30, 2021. The listed company disclosed New Hua Du Supercenter Co.Ltd(002264) shares on November 25, 2021 "Suggestive announcement on planning the sale of major assets and publicly soliciting the intended Transferee", so the share transfer does not belong to the case of stock trading by using the insider information of this transaction. "
Ni Guotao is the chairman of a listed company. According to the self inspection report issued by him:
"I am optimistic about the future development prospects of the listed company and signed the share transfer agreement on New Hua Du Supercenter Co.Ltd(002264) with New Hua Du Supercenter Co.Ltd(002264) group on November 30, 2021.
The listed company has disclosed the suggestive announcement on planning the sale of major assets and publicly soliciting the intended transferee on November 25, 2021. Therefore, the share transfer does not belong to the situation of stock trading by using the insider information of this transaction. " (III) related personnel of the target company buy and sell the company's shares
1. Chen Jin, a senior manager of Quanzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., one of the target companies, bought and sold New Hua Du Supercenter Co.Ltd(002264) shares through his own stock account during the self inspection, as follows:
Date trading volume (share) direction
August 11, 2021 19000 purchase
19000 sold on August 12, 2021
24000 purchase on December 14, 2021
2021-12-22 7700 purchase
31700 sold on December 31, 2021
According to the self-examination report issued by Chen Jin: "my trading of New Hua Du Supercenter Co.Ltd(002264) shares is based on my own judgment of the trading situation of the secondary market and the investment value of the shares, and there is no case of stock trading using the insider information of this trading. If the above-mentioned trading of New Hua Du Supercenter Co.Ltd(002264) shares is found to be improper by the relevant departments, I am willing to hand over the full amount of the profit to the company New Hua Du Supercenter Co.Ltd(002264) 。”
2. The spouse of Huang Zhonggong, a senior manager of Ningde New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., one of the target companies, bought and sold New Hua Du Supercenter Co.Ltd(002264) shares through his own stock account during the self-examination, as follows:
Date trading volume (share) direction
62200 sold on June 3, 2021
November 30, 2021 1000 purchase
1000 sold on December 7, 2021
Purchase of 3300 on December 9, 2021
3300 sold on December 31, 2021
According to the self-examination report issued by Huang Zhonggong: "my spouse's trading of New Hua Du Supercenter Co.Ltd(002264) shares is based on his own judgment of the trading situation in the secondary market and the investment value of stocks, and there is no case of stock trading using the insider information of this trading. If the above trading New Hua Du Supercenter Co.Ltd(002264) The behavior of the stock was found to be improper by the relevant departments and was willing to hand over the full amount of the profit to New Hua Du Supercenter Co.Ltd(002264) . "
3. Chen Minglin, a senior manager of Sanming New Hua Du Supercenter Co.Ltd(002264) Logistics Distribution Co., Ltd., one of the target companies, and his spouse bought and sold New Hua Du Supercenter Co.Ltd(002264) shares through their own stock account during the self inspection, as follows: (1) Chen Minglin
Date trading volume (share) direction
2021-11-24 12400 purchase
2021-11-29 12400 purchase
10700 sold on November 30, 2021
20212-5802 buy
5900 sold on December 2, 2021
15800 sold on December 3, 2021
20000 purchase on December 10, 2021
2021-12-13 5000 purchase
Date trading volume (share) direction
4300 purchase on December 15, 2021
14300 sold on December 16, 2021
15000 sold on December 20, 2021
(2) Chen Minglin's spouse
Date trading volume (share) direction
10900 sold on July 5, 2021
According to the self-examination report issued by Chen Minglin: "I and my spouse traded New Hua Du Supercenter Co.Ltd(002264) shares based on their own judgment on the trading situation of the secondary market and the investment value of stocks, and there is no case of stock trading using the insider information of this transaction. If the above purchase and sale New Hua Du Supercenter Co.Ltd(002264) The behavior of the stock was found to be improper by the relevant departments and was willing to hand over the full amount of the profit to New Hua Du Supercenter Co.Ltd(002264) . "
In addition to the above circumstances, during the self inspection period, other relevant parties, relevant personnel and their immediate family members of the transaction did not buy or sell the shares of the listed company during the self inspection period.
4、 Verification opinions
To sum up, our lawyers believe that in addition to the above disclosure
