Anxin Securities Co., Ltd
About New Hua Du Supercenter Co.Ltd(002264) This transaction
Verification opinions of independent financial advisers on industrial policies and transaction types
New Hua Du Supercenter Co.Ltd(002264) (hereinafter referred to as “the 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) Comprehensive Department Store Co., Ltd Ningde New Hua Du Supercenter Co.Ltd(002264) Shopping Plaza Co., Ltd., Sanming New Hua Du Supercenter Co.Ltd(002264) Shopping Plaza Co., Ltd., Longyan New Hua Du Supercenter Co.Ltd(002264) Shopping Plaza Co., Ltd., Nanping New Hua Du Supercenter Co.Ltd(002264) Shopping Plaza Co., Ltd., Sanming New Hua Du Supercenter Co.Ltd(002264) Logistics Distribution Co., Ltd Ganzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd. has 11 wholly-owned subsidiaries (hereinafter referred to as the “target company”) with 100% equity (hereinafter referred to as “this transaction”).
Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities”), as the independent financial adviser of the company for this transaction, is now in accordance with the guidelines for the application of regulatory rules – listing class No. 1 issued by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) The industrial policies and transaction types of the listed company’s transaction have been verified in accordance with the requirements of normative documents such as the notice on cooperating with the work related to the review and separation system of M & A and reorganization of Shenzhen Stock Exchange. The specific verification opinions are as follows:
I Whether the industries or enterprises involved in this major asset reorganization belong to the “leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization” determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions
New Hua Du Supercenter Co.Ltd(002264) is a company engaged in retail business and Internet marketing business. According to the industry classification guidelines for listed companies issued by the China Securities Regulatory Commission, the company’s retail business belongs to the retail industry in the wholesale and retail industry (f52), and the company’s Internet marketing business belongs to the Internet and related services (i64). This transaction is that the company sells 100% equity of 11 wholly-owned subsidiaries of retail business, and the target company belongs to the retail industry (f52) in wholesale and retail industry. After verification, The independent financial consultant believes that neither the listed company nor the target company belongs to the “leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization” determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on Accelerating Enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions. The target company of this transaction does not belong to the “leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) ” determined in the guidelines for the application of regulatory rules – listing class No. 1 of China Securities Regulatory Commission , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry; Other industries in urgent need of accelerating integration, transformation and upgrading as required by the CPC Central Committee and the State Council.
2、 Whether the transaction type involved in this major asset reorganization belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes reorganization and listing
This transaction is that New Hua Du Supercenter Co.Ltd(002264) intends to sell 100% equity of 11 wholly-owned subsidiaries in the retail business sector to the controlling shareholder New Hua Du Supercenter Co.Ltd(002264) group through cash sale. This transaction does not involve mergers and acquisitions in the same industry or upstream and downstream.
This transaction does not involve the issuance of shares, nor does it involve the purchase of assets from the actual controller of the listed company and its affiliates, will not lead to the change of the controlling shareholder and actual controller of the listed company, and does not constitute the situation of re listing as stipulated in Article 13 of the measures for the administration of major asset restructuring of listed companies.
After verification, the independent financial adviser believes that this transaction does not belong to the same industry or upstream and downstream mergers and acquisitions, and does not constitute reorganization and listing.
3、 Does this major asset restructuring involve the issuance of shares
This transaction is for New Hua Du Supercenter Co.Ltd(002264) group to purchase 100% equity of 11 wholly-owned subsidiaries of New Hua Du Supercenter Co.Ltd(002264) retail business in cash, without involving the issuance of shares.
After verification, the independent financial adviser believes that this transaction does not involve the issuance of shares.
4、 Is there any case of a listed company that has not been closed by the CSRC
After verification, the independent financial consultant believes that as of the date of issuance of this verification opinion, there is no case of the listed company that has not been closed by the CSRC.
5、 Other matters required by the CSRC or the exchange
None.
6、 Independent financial advisor’s concluding comments
After verification, the independent financial adviser believes that:
1. Industries involved in this transaction The enterprise does not belong to the “leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) ” determined in the guidelines for the application of regulatory rules – listing No. 1 of China Securities Regulatory Commission , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry; Other industries or enterprises that need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council;
2. The transaction type involved in this exchange does not belong to the same industry or upstream and downstream mergers and acquisitions, and does not constitute reorganization and listing;
3. This transaction does not involve the issuance of shares;
4. There is no case of a listed company that has not been closed by the CSRC. (no text below)
(there is no text on this page, which is the signature page of the independent financial consultant’s verification opinions of Anxin Securities Co., Ltd. on New Hua Du Supercenter Co.Ltd(002264) industrial policies and transaction types of this transaction) financial consultant sponsor:
Huang Xuan, Wu Haibo
Anxin Securities Co., Ltd
