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New Hua Du Supercenter Co.Ltd(002264) This major asset restructuring
Verification opinions on the purchase and sale of assets in the first 12 months
According to the provisions of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), if a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on the cumulative amount. Asset transactions that have prepared and disclosed a major asset restructuring report in accordance with the provisions of the reorganization management measures need not be included in the scope of cumulative calculation. If the CSRC has other provisions on the cumulative period and scope of major asset restructuring specified in paragraph 1 of Article 13 of the reorganization management measures, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets. New Hua Du Supercenter Co.Ltd(002264) (hereinafter referred to as the “company” and ” New Hua Du Supercenter Co.Ltd(002264) “) 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. and 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 “the independent financial adviser”) as the independent financial adviser of the listed company for this transaction, has verified the purchase and sale of assets within 12 months before the transaction (calculated from the date of the first disclosure of the report on the sale of major assets and related party transactions (Draft)), and the verification results are as follows:
1、 Assets purchased and sold in New Hua Du Supercenter Co.Ltd(002264) 12 months before the transaction
On April 29, 2021, in accordance with the company’s investment management system and other relevant provisions, and with the approval of the general manager, the wholly-owned subsidiary of New Hua Du Supercenter Co.Ltd(002264) Tibet Juliang e-commerce Co., Ltd. (hereinafter referred to as “Tibet Juliang”) signed an equity transfer agreement with Huzhou junyurongshe enterprise management consulting firm (hereinafter referred to as “junyurongshe”), Tibet Juliang purchased 51% equity of Beijing jiushiku Technology Co., Ltd. (hereinafter referred to as “jiushiku”), a holding subsidiary held by junyurongshe, with a transfer price of 30 million yuan. After this transfer, jiushiku became the holding subsidiary of New Hua Du Supercenter Co.Ltd(002264) .
Jiushiku’s main business is Internet marketing services, which does not belong to the same or similar business scope as the target company of this transaction, and the above assets and the target company are not owned or controlled by the same party before the transaction. Therefore, the above transactions and this major asset sale do not constitute transactions of the same or related assets and need not be included in the cumulative calculation range.
In addition to the above asset transactions, New Hua Du Supercenter Co.Ltd(002264) has not purchased or sold other major assets within 12 months before this transaction.
2、 Verification opinions
After verification, the independent financial adviser believes that: New Hua Du Supercenter Co.Ltd(002264) there is no purchase or sale of assets that need to be included in the cumulative calculation range of relevant indicators of this transaction within the first 12 months of this transaction.
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(there is no text on this page, which is the signature page of the verification opinions of Anxin Securities Co., Ltd. on New Hua Du Supercenter Co.Ltd(002264) the purchase and sale of assets within 12 months before this major asset restructuring) sponsor of the independent financial adviser:
Huang Xuan, Wu Haibo
Anxin Securities Co., Ltd
