Guohao law firm (Fuzhou)
Matters related to New Hua Du Supercenter Co.Ltd(002264) abnormal performance before reorganization or the existence of proposed assets in this reorganization
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)
Verification opinions
Guohao law firm (Fuzhou)
About New Hua Du Supercenter Co.Ltd(002264)
Matters related to abnormal performance before the reorganization or the proposed acquisition of assets in the current reorganization
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.
According to the relevant provisions of the guidelines for the application of regulatory rules - listing class No. 1, the relevant matters related to the abnormal performance before the New Hua Du Supercenter Co.Ltd(002264) reorganization or the proposed assets in the reorganization were verified.
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、 Performance of commitments after listing, whether there are non-standard commitments, unfulfilled commitments or unfulfilled commitments
According to the relevant information provided by the listed company and the public disclosure announcement and other documents, after verification, from the date of listing of New Hua Du Supercenter Co.Ltd(002264) to the date of issuance of this verification opinion, New Hua Du Supercenter Co.Ltd(002264) and the main public commitments and performance made by the relevant commitment parties (excluding the commitments made by the relevant parties in this major asset sale) are detailed in the annex.
After verification, our lawyers believe that from the date of listing of New Hua Du Supercenter Co.Ltd(002264) to the date of issuance of this verification opinion, the relevant commitments made by the above commitment subjects have been fulfilled or are being normally fulfilled, meet the relevant requirements of the guidelines for the application of regulatory rules - listing class No. 1, and there is no non-standard commitment or non-compliance with the commitment according to law.
2、 Standardized operation in the last three years, whether there are illegal fund occupation, illegal external guarantee and other situations, whether the listed company and its controlling shareholders, actual controllers, current directors, supervisors and senior managers have been subject to administrative and criminal penalties, and whether they have been taken regulatory measures by the exchange Whether disciplinary action or administrative supervision measures taken by the dispatched office of the CSRC are being filed for investigation by the judicial organ, filed for investigation by the CSRC or investigated by other competent departments
(I) standardized operation in the last three years, and whether there are cases of illegal fund occupation and illegal external guarantee
Our lawyers consulted the 2018 annual audit report (tjss [2019] No. 13-9), the special audit description on the occupation of non operating funds and other related capital transactions (tjss [2019] No. 13-10), the 2019 annual audit report (tjss [2020] No. 13-9) issued by Tianjian Certified Public Accountants (special general partnership) Special audit instructions on occupation of non operating funds and other related capital transactions (tjss [2020] No. 13-11) and assurance report on New Hua Du Supercenter Co.Ltd(002264) internal control (tjss [2020] No. 13-10), 2020 annual audit report (tjss [2021] No. 13-14) and special audit instructions on the occupation of non operating funds and capital transactions of other related parties (tjss [2021] No. 13-15); Annual reports and information disclosure documents of the last three years; And consulted the websites of China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory agencies.
Our lawyers believe that in the last three years New Hua Du Supercenter Co.Ltd(002264) , there has been no illegal occupation of funds and illegal external guarantee by the controlling shareholders, actual controllers and their related parties.
(II) New Hua Du Supercenter Co.Ltd(002264) and its controlling shareholders, actual controllers, current directors, supervisors and senior managers have been subject to administrative and criminal penalties, have they been subject to regulatory measures and disciplinary measures taken by the exchange or administrative regulatory measures taken by the dispatched office of the CSRC, and are they being filed for investigation by the judicial organ Being filed for investigation by the CSRC or being investigated by other competent departments
According to the statements and commitments issued by New Hua Du Supercenter Co.Ltd(002264) and its controlling shareholder New Hua Du Supercenter Co.Ltd(002264) Industrial Group Co., Ltd., the actual controller Chen Fashu, New Hua Du Supercenter Co.Ltd(002264) and the current directors, supervisors and senior managers, and after querying the China judicial documents website, China executive information disclosure website, the official website of China Securities Regulatory Commission, the official website of Shenzhen Stock Exchange In the past three years, New Hua Du Supercenter Co.Ltd(002264) and its controlling shareholders, actual controllers, current directors, supervisors and senior managers have not been subject to administrative or criminal punishment, and there is no case that the exchange has taken regulatory measures, disciplinary measures or administrative regulatory measures by the dispatched office of the CSRC, Nor is it under investigation by judicial organs, the CSRC or other competent departments.
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(there is no text on this page, which is the signature page of Guohao law firm's verification opinions on matters related to abnormal performance before New Hua Du Supercenter Co.Ltd(002264) reorganization or the existence of proposed assets in this reorganization)
This verification opinion was issued on, 2022, with six originals and no copies.
Guohao law firm (Fuzhou)
Person in charge: Yao Zhongkai handling lawyer: Li Tong
Cai Shunmei
Wu Mianzhi
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) group, New Hua Du Supercenter Co.Ltd(002264)
Within 36 months from the date of listing of the company's shares, it shall not transfer or
Investment, Chen Fashu, Chen Zhi
1. The restriction on the sale of shares entrusted others to manage the issuer's shares directly and indirectly held by them, which was 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
Guan Changchuan, Gong Yanbing and Fu Buyou will be purchased by the company. After the expiration of the above commitment, it shall
2. The share restriction was completed 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)
4 avoid horizontal competition New Hua Du Supercenter Co.Ltd(002264) the wholly-owned or holding enterprise of the group will not be in normal performance in any form within and outside China on July 31, 2008
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
Acquisition, merger or entrusted operation and management with the company's main business or
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
