Securities code: 002264 securities abbreviation: New Hua Du Supercenter Co.Ltd(002264) Announcement No.: 2022-007 New Hua Du Supercenter Co.Ltd(002264)
Announcement of resolutions of the 15th (Interim) meeting of the 5th board of directors
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.
The 15th (Interim) meeting of the 5th board of directors of New Hua Du Supercenter Co.Ltd(002264) (hereinafter referred to as "the company" and "listed company") was held on the 7th floor of the North Building of New Hua Du Supercenter Co.Ltd(002264) building, 162 Wusi Road, Gulou District, Fuzhou at 10:00 on February 11, 2022 by on-site and communication voting. The notice of the meeting was delivered in writing and e-mail on February 6, 2022. There were 6 directors who should attend the meeting and 6 actually attended the meeting. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Ni Guotao, chairman of the board. The convening and convening of this meeting comply with the company law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange, the articles of association of New Hua Du Supercenter Co.Ltd(002264) and the rules of procedure of New Hua Du Supercenter Co.Ltd(002264) board of directors. The meeting formed the following resolutions:
1、 Deliberations of the board meeting
After careful deliberation by the directors attending the meeting, the following resolutions were adopted by voting at the meeting: (I) the proposal on the sale of major assets and related party transactions of the company meeting the conditions for major asset restructuring of listed companies was adopted by 6 votes in favor, 0 votes against and 0 abstentions.
According to the calculation of total assets, operating income and net assets, the audited simulated consolidated operating income of the target company sold this time in 2020 accounts for more than 50% of the company's operating income in the current year. According to the provisions of the administrative measures for major asset restructuring of listed companies, this transaction constitutes a major asset restructuring. In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other relevant laws and regulations, after the company's self-examination, combined with the actual situation of the company and checked item by item with the above documents, the board of directors considered that, This major asset sale and related party transactions of the company meet the relevant conditions specified in relevant laws, regulations and normative documents.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on the sale of major assets and related party transactions of the company was deliberated and adopted item by item. The company plans to sell 100% equity (hereinafter referred to as "underlying assets") of 11 wholly-owned subsidiaries in the retail business sector to the controlling shareholder New Hua Du Supercenter Co.Ltd(002264) Industrial Group Co., Ltd. (hereinafter referred to as " New Hua Du Supercenter Co.Ltd(002264) " group ") through cash sale. The 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) 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. and Ganzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd. (hereinafter referred to as the "target company"). After the transaction is completed, the target company will become the holding subsidiary of New Hua Du Supercenter Co.Ltd(002264) group. The specific scheme is as follows:
1. Transaction mode
Cash sale.
Voting results: 6 in favor, 0 against and 0 abstention.
2. Underlying assets and counterparties
Sell 100% equity of 11 wholly-owned subsidiaries in the retail business sector held by the company to the controlling shareholder New Hua Du Supercenter Co.Ltd(002264) group.
Voting results: 6 in favor, 0 against and 0 abstention.
3. Transaction price
The company has hired intermediaries with relevant business qualifications to audit and evaluate the assets to be sold. According to the asset appraisal report issued by Fujian Huacheng Real Estate Land Assets Appraisal Co., Ltd. (hereinafter referred to as "Huacheng real estate appraisal"), taking October 31, 2021 as the appraisal base date, the book value of all equity of simulated consolidated shareholders of the subject company is 25753000 yuan and the appraisal value is 39435800 yuan. Through negotiation between both parties, the transaction price of the target company's equity to be sold by the company this time is 394.358 million yuan.
Voting results: 6 in favor, 0 against and 0 abstention.
4. Pricing method or basis
The underlying asset of this transaction is 100% equity of 11 wholly-owned subsidiaries in the retail business sector held by the company. Huacheng real estate appraisal adopts two methods: income method and asset-based method, and takes the appraisal result of asset-based method as the final appraisal conclusion. According to the asset appraisal report issued by Huacheng real estate appraisal, as of the benchmark date, the book value of all equity of simulated consolidated shareholders of the subject company was 25753000 yuan, the appraisal value was 39435800 yuan, the added value was 136.855 million yuan, and the added value rate was 53.15%. After negotiation between the two parties, the price of the equity of the target company is 394.358 million yuan.
Voting results: 6 in favor, 0 against and 0 abstention.
5. Attribution of profits and losses during the transition period
As agreed by both parties, the transaction base date is the evaluation base date. The transition period is from the transaction base date to the control transfer date, which is calculated separately according to the completion date of the control transfer of each target company, and shall be implemented in accordance with the following agreements:
(1) Both parties to the transaction agree that the date when the company hands over the seal of the target company to New Hua Du Supercenter Co.Ltd(002264) group is the date of control transfer.
(2) Both parties agree that the benchmark date of the appraisal is October 31, 2021. On the next day of the benchmark date, i.e. from November 1, 2021 to December 31, 2021, the profits or losses related to the underlying assets shall be enjoyed or borne by the listed company; From January 1, 2022 to the delivery date of the underlying assets, the profits or losses related to the underlying assets are enjoyed or borne by New Hua Du Supercenter Co.Ltd(002264) group. From November 1, 2021 to December 31, 2021, the amount of loss or profit of the subject company shall be subject to the financial statements audited by the accounting firm of the subject company in 2021, that is, the net profit of the income statement audited by the accounting firm on December 31, 2021 minus the net profit audited from January to October, 2021, and the difference is the adjusted equity consideration.
Any objection to the financial statements of the target company shall be raised within the agreed verification period, otherwise it shall be deemed as approval. Otherwise, both parties to the transaction can designate an accounting firm (special general partnership) recognized by both parties to apply for audit of the financial status of the target company from the next day of the benchmark date to the date of control transfer within 5 days after the objection is raised. The final profit and loss shall be subject to the audit results, Neither party shall raise any objection to the audit results.
If the audit is not submitted within the above-mentioned period, it shall be deemed that both parties to the transaction have no objection to the financial statements of the target company.
(3) All expenses incurred in carrying out the above audit matters (including but not limited to the expenses of employing an accounting firm, etc.) shall be borne by the dissenting party.
Voting results: 6 in favor, 0 against and 0 abstention.
6. Underlying equity delivery
The company shall, within ten working days after receiving the down payment from New Hua Du Supercenter Co.Ltd(002264) group and the agreement comes into effect, submit the relevant documents for handling the industrial and commercial change registration procedures of equity to New Hua Du Supercenter Co.Ltd(002264) group, and cooperate with the target company to handle the industrial and commercial change registration procedures for the transfer of target assets.
New Hua Du Supercenter Co.Ltd(002264) the group shall be responsible for completing the relevant equity change procedures handled by the industrial and commercial registration department within 45 working days from the effective date of the major asset sale agreement. If it is overdue due to no major fault of the company, the company has the right to require New Hua Du Supercenter Co.Ltd(002264) the group to pay the second phase of equity transfer immediately.
If the New Hua Du Supercenter Co.Ltd(002264) group fails to pay the transfer price in full on schedule, the company has the right to terminate the agreement and confiscate the performance security paid by the New Hua Du Supercenter Co.Ltd(002264) group as liquidated damages. The received amount will not be refunded. If other losses are caused to the company, the New Hua Du Supercenter Co.Ltd(002264) group shall still compensate.
If the company agrees to continue to perform the agreement, the New Hua Du Supercenter Co.Ltd(002264) group shall pay liquidated damages to the company at 5 ‰ of the payable amount for each overdue day. If the New Hua Du Supercenter Co.Ltd(002264) group fails to pay the transfer price in full for more than 15 days, the company has the right to terminate the agreement and confiscate the performance security paid by the New Hua Du Supercenter Co.Ltd(002264) group as liquidated damages, and the received amount will not be refunded, The New Hua Du Supercenter Co.Ltd(002264) group causing other losses of the company shall still compensate, including but not limited to direct losses, indirect losses, loss of available interests, etc.
Voting results: 6 in favor, 0 against and 0 abstention.
7. Payment term
(1) New Hua Du Supercenter Co.Ltd(002264) the deposit of 118.208 million yuan paid by the group is converted into the performance bond of the agreement without interest, and the performance bond of the agreement is used as the equivalent agreement price without interest.
(2) The initial price is RMB 157.8426 million. The calculation method is: the total transfer price of the underlying assets of the transaction * 70% - New Hua Du Supercenter Co.Ltd(002264) the group has paid a deposit of RMB 118.2080 million. The New Hua Du Supercenter Co.Ltd(002264) group shall pay it to the bank account designated by the company within three working days after the agreement is signed and the transaction is reviewed and approved by the board of directors of the company. (3) The calculation method of the remaining price is: the total transfer price of the transaction subject matter * 30% - the loss of the subject asset period (November 1, 2021 to December 31, 2021) + the profit of the subject asset period (November 1, 2021 to December 31, 2021). The New Hua Du Supercenter Co.Ltd(002264) group will pay the remaining price to the bank account designated by the company within 10 working days after the subject company completes the industrial and commercial change registration.
Voting results: 6 in favor, 0 against and 0 abstention.
8. Validity of resolutions
The resolution of this transaction shall be valid for 12 months from the date when the general meeting of shareholders of the company deliberates and adopts the transaction plan.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) the proposal on the sale of major assets of the company constituting related party transactions was adopted with 6 affirmative votes, 0 negative votes and 0 abstention votes.
According to the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, the counterparty of the company's major asset sale is the company's controlling shareholder New Hua Du Supercenter Co.Ltd(002264) group. Therefore, the board of Directors believes that this major asset sale constitutes a related party transaction.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the proposal on signing the agreement related to this transaction between the company and the counterparty New Hua Du Supercenter Co.Ltd(002264) group was adopted by 6 votes in favor, 0 against and 0 abstention.
It is agreed that the company and the counterparty New Hua Du Supercenter Co.Ltd(002264) group sign the major asset sale agreement and trademark use license agreement with effective conditions, as well as 10 target companies 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., 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 Equity transfer agreement of Ganzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd. (Ningde New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., one of the target companies, is a wholly-owned subsidiary of Fujian New Hua Du Supercenter Co.Ltd(002264) Comprehensive Department Store Co., Ltd., which does not need to be signed).
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) the proposal on and its summary was adopted by 6 votes in favor, 0 against and 0 abstention. According to the requirements of relevant laws and regulations, departmental rules and normative documents such as the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the standardization of major asset restructuring of listed companies, and 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, The company has prepared the report on New Hua Du Supercenter Co.Ltd(002264) major asset sale and related party transactions (Draft) and its abstract on this major asset sale and related party transactions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
Details are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Report on sale of New Hua Du Supercenter Co.Ltd(002264) major assets and related party transactions (Draft) and its abstract.
(VI) the proposal on the compliance of this transaction with the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies was adopted by 6 votes in favor, 0 against and 0 abstention.
The board of directors of the company has carefully analyzed whether this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies issued by the CSRC, and believes that:
1. The underlying asset of this transaction is equity, which does not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters, and complies with the provisions of item (I) of Article 4 of the provisions on certain issues;
2. This transaction is a sale of major assets and does not involve the purchase of assets or enterprise equity. The provisions of paragraphs 2 and 3 of Article 4 of the provisions on certain issues are not applicable;
3. After the completion of this transaction, the listed company will focus on the Internet marketing business, make full use of the funds obtained from this transaction to improve its financial situation and enhance its sustainable profitability, which will help the listed company highlight its main business and enhance its anti risk ability, will not affect the independence of the company, will not add unnecessary connected transactions, and will not form horizontal competition, It complies with item (IV) of Article 4 of the provisions on certain issues.
To sum up, the board of directors of the company believes that the sale of major assets complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to http://www.cninfo.com.cn on the same day
