About Anxin Securities Co., Ltd
New Hua Du Supercenter Co.Ltd(002264) abnormal performance before the reorganization
Or there are special verification opinions on matters related to the proposed acquisition of assets in this reorganization
New Hua Du Supercenter Co.Ltd(002264) (hereinafter referred to as the "company", "002264}" and "listed 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 "the independent financial advisor") is the independent financial advisor of the listed company for this transaction, In accordance with the requirements of the guidelines for the application of regulatory rules - listing class No. 1 (hereinafter referred to as the "No. 1 guidelines") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on July 31, 2020, special verification has been carried out on the relevant matters of listed companies. The specific verification opinions are as follows: I. the performance of commitments after listing, Whether there are non-standard commitments, unfulfilled commitments or unfulfilled commitments
(I) performance of commitments after listing
According to the relevant information provided by the listed company and the public disclosure announcement and other documents, and verified by the independent financial adviser, from the date of listing of New Hua Du Supercenter Co.Ltd(002264) to the date of issuance of this verification opinion, the main public commitments and performance made by New Hua Du Supercenter Co.Ltd(002264) and relevant commitment parties (excluding the commitments made by relevant parties in this major asset sale) are as follows:
S / N commitment category commitment subject commitment main content commitment time performance
Commitments related to initial public offering
New Hua Du Supercenter Co.Ltd(002264) the group and New Hua Du Supercenter Co.Ltd(002264) shall not transfer or transfer the company's shares within 36 months from the date of listing
1. The restricted investment of shares, Chen Fashu and Chen Zhi entrusted others to manage the issuer's shares directly and indirectly held by them, which were also completed on July 31, 2008
Yong, Chen Zhicheng, Chen Yunlan, the issuer shall not repurchase this part of the shares
Chen Gengsheng, Liu Guochuan
Within 12 months from the date of listing and trading of the company's shares, it shall not transfer or
Chen Zhicheng, Zhou Wengui and the superior entrust others to manage their direct and indirect shares of the company
2. The shares are restricted to the purchase of such shares by the company by officials Chang Chuan, Gong Yanbing and Fu bu. After the expiration of the above commitments, they will be fulfilled on July 31, 2008
Xiao Zhen, Guo Jiansheng and Gong Shui transferred no more than their direct and indirect shares every year during their tenure in the company
Jin and Li Qing hold 25% of the total shares of the company, and after leaving the company
Within six months, the company will not transfer its shares held directly or indirectly.
Within 12 months from the date of listing of the company's shares, it shall not transfer or entrust the company
3. Share restriction other shareholders entrust others to manage the issuer's shares held by them, and the issuer will not complete the performance on July 31, 2008
Purchase its shares
During the holding of the controlling interest in the company, New Hua Du Supercenter Co.Ltd(002264) group and New Hua Du Supercenter Co.Ltd(002264)
The wholly-owned or holding enterprises of the group will not be in any form within and outside China
Engage in competition with the company's main business or main products, or
Business activities that pose a threat to competition, including investment inside and outside China
4 avoid horizontal competition New Hua Du Supercenter Co.Ltd(002264) the acquisition, merger or entrusted operation and management of the group is in line with the company's main business or normal performance on July 31, 2008
Companies, enterprises or other economic entities whose main products are the same or similar
Organization. If the company develops new business areas in the future, the company will enjoy
Priority, New Hua Du Supercenter Co.Ltd(002264) group and wholly-owned or controlled by New Hua Du Supercenter Co.Ltd(002264) group
Enterprises will no longer develop similar businesses
I and my immediate and collateral relatives within three generations own the company
During the period of actual control of the company, I and the company I invested and controlled
The enterprise will not engage in any form with the owner of the company within and outside China
Business that competes with or poses a threat to competition with its business or main products
5. Avoid horizontal competition. Chen FA Shu's business activities include investment, acquisition, merger within and outside China, or the normal performance of entrusted operation and management on July 31, 2008, which is the same as your company's main business or main products, or
Companies, enterprises or other economic organizations with similar; If the company
The company has the priority to develop new business areas in the future
And the companies and enterprises I invest in and hold will no longer develop similar businesses
Commitments related to non-public offering of shares in 2011
6. The shares subscribed by the restricted stock New Hua Du Supercenter Co.Ltd(002264) group and Chen Fashu in this non-public offering shall not be transferred within six months after the completion of the issuance on March 1, 2011
Commitments made in 2014 acquisition report or equity change report
In the three fiscal years after the completion of the asset acquisition transaction, the company received
Annual average of total investment (total: 638 million yuan) of performance commitment and supplementary purchase of subject assets
7. The group's rate of return under the compensation arrangement New Hua Du Supercenter Co.Ltd(002264) shall not be less than 12%, that is, the annual average income shall not be less than 76.56 million yuan.
If it is less than 12%, i.e. less than 76.56 million yuan, the New Hua Du Supercenter Co.Ltd(002264) group will pay cash on May 27, 2013
Make up with gold.
Commitments related to shareholding increase in 2014
Within 3 months from the date of initial increase (July 3, 2014), according to the
The relevant provisions of the CSRC and Shenzhen Stock Exchange have passed the Shenzhen Stock Exchange
Chen Fashu, New Hua Du Supercenter Co.Ltd(002264) group and the securities trading system of the stock exchange chose the opportunity to increase their holdings of the company's shares, with a cumulative increase of
8. The share increase New Hua Du Supercenter Co.Ltd(002264) investment shall not exceed 5% of the total share capital of the company; During the increase period and the statutory completion period on July 4, 2014, the company will not reduce its shares held by it, and strictly abide by the rules and regulations
According to relevant regulations, insider trading, trading of shares in sensitive periods and short-term trading are not allowed
Trading, and the increase period and legal period shall not exceed the planned increase.
During the period of increasing shareholding and within the legal period, the company's shares held by it shall not be reduced
And strictly abide by the company law, securities law and listing law
9. Increased shareholding of the company's shares held by the directors, supervisors and senior managers of Zhou Wengui changed to the completion of the performance on July 1, 2014 and its management rules and other laws and regulations and the industry of Shenzhen Stock Exchange
Business rules and other relevant provisions.
Commitments related to shareholding increase in 2015
Chen Fashu, New Hua Du Supercenter Co.Ltd(002264) group, in order to actively respond to the initiative of the regulatory authorities, the controlling shareholders and shareholders of the company hold 5%
New Hua Du Supercenter Co.Ltd(002264) investment, shareholders above official and regular (hereinafter referred to as major shareholders), directors, supervisors and senior managers
10. Other Sichuan, Guo Jiansheng, Liu Guochuan and management personnel promise not to complete the reduction of shares of the company in the secondary market of Fu Xiaozhen, Li Qing and Gong Shui by July 11, 2015 within six months from July 11, 2015.
gold
The controlling shareholder New Hua Du Supercenter Co.Ltd(002264) group of the company passed the approval of Shenzhen on July 28, 2015
The securities trading system of Shenzhen Stock Exchange uses its own funds from the secondary market
11. Other New Hua Du Supercenter Co.Ltd(002264) groups increased their holdings of 1.2 million shares of the company by RMB 9160044.71, accounting for 0.22% of the total shares of the company completed the performance of the company on July 29, 2015. The controlling shareholder New Hua Du Supercenter Co.Ltd(002264) group of the company promises: this increase
The company's shares held shall not be reduced within 6 months after the completion of the increase.
Mr. Chen Fashu, the actual controller of the company, passed the approval of Shenzhen Branch on September 1, 2015
The securities trading system of Shenzhen Stock Exchange uses its own funds from the secondary market
The total shares of the company increased by RMB 1.264 million on December 2015, accounting for 1.022 million shares of the group
