About Anxin Securities Co., Ltd
New Hua Du Supercenter Co.Ltd(002264) This major asset sale
Verification opinions on the self inspection report on the trading of stocks by insiders
Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities" or "independent financial consultant") acts as an independent financial consultant for the sale of major assets and related party transactions of New Hua Du Supercenter Co.Ltd(002264) (hereinafter referred to as " New Hua Du Supercenter Co.Ltd(002264) " or "company" and "listed company"), In accordance with the provisions of laws and regulations such as the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies, and the guidelines for the application of regulatory rules - listing class No. 1 of the China Securities Regulatory Commission, The self-examination report on the trading of stocks by insiders related to the transaction of the listed company is verified as follows: I. during the self-examination of insiders of the transaction
The self-examination period of insiders of the insider information of this transaction is 6 months before the first disclosure of the suggestive announcement date of the listed company on planning the sale of major assets (November 25, 2021) to the date of disclosure of the restructuring report. The self inspection period is from May 26, 2021 to the disclosure date of the restructuring report.
2、 Verification scope of insider information of this transaction
The insider verification scope of this transaction is:
1. New Hua Du Supercenter Co.Ltd(002264) and its directors, supervisors, senior managers and actual controllers of listed companies;
2. The counterparty (the controlling shareholder of the listed company) New Hua Du Supercenter Co.Ltd(002264) Industrial Group Co., Ltd. (hereinafter referred to as " New Hua Du Supercenter Co.Ltd(002264) group") and its directors, supervisors and senior managers;
3. The target company and its directors, supervisors and senior managers;
4. The intermediaries employed in this transaction and their handling personnel;
5. Other insiders;
6. The immediate relatives of the above-mentioned natural person verification object include parents, spouses and adult children. 3、 Within the scope of stock sales New Hua Du Supercenter Co.Ltd(002264)
According to the self-examination report issued by the relevant self-examination subjects, the subjects within the above self-examination scope traded the shares of listed companies during the self-examination period as follows:
(I) New Hua Du Supercenter Co.Ltd(002264) - reduction of the company's shares in the second phase of the employee stock ownership plan. According to the arrangement of the stock ownership plan, the Management Committee of the company's 2020 employee stock ownership plan reduced 6915700 shares of the company's shares held in the second phase of the employee stock ownership plan through block trading on June 28, 2021, On January 4, 2022, 4300 shares of the company's shares held by New Hua Du Supercenter Co.Ltd(002264) - phase II employee stock ownership plan were reduced through centralized bidding. At the time of the first reduction, the company had not planned this major asset sale; At the time of the second reduction, the company had disclosed the New Hua Du Supercenter Co.Ltd(002264) suggestive announcement on planning the sale of major assets and public solicitation of intended transferee on November 25, 2021. According to the self-examination report issued by the company, the above transactions did not belong to the situation of stock trading using insider information.
(II) New Hua Du Supercenter Co.Ltd(002264) the group agreed to transfer 10% of the company's shares to the chairman of the listed company
On November 30, 2021, the controlling shareholder New Hua Du Supercenter Co.Ltd(002264) Group signed the share transfer agreement on New Hua Du Supercenter Co.Ltd(002264) with Ni Guotao, chairman of the listed company. The New Hua Du Supercenter Co.Ltd(002264) group agreed to transfer 68456388 shares of the company (accounting for 10.00% of the total share capital of the company) to Ni Guotao. The listed company announced the simplified report on changes in equity on December 1, 2021.
New Hua Du Supercenter Co.Ltd(002264) the group is the controlling shareholder of the listed company. According to the self inspection report issued by it:
"Based on enhancing the confidence of the company's management team, further expanding and strengthening the company's Internet marketing business and promoting the long-term and healthy development of the company, the company signed the share transfer agreement on New Hua Du Supercenter Co.Ltd(002264) with Ni Guotao on November 30, 2021. The listed company disclosed it on November 25, 2021 The suggestive announcement on planning the sale of major assets and publicly soliciting the intended transferee, therefore, the share transfer does not belong to the situation of stock trading by using the insider information of this transaction. "
Ni Guotao is the chairman of a listed company. According to the self inspection report issued by him:
"I am optimistic about the future development prospects of the listed company and signed the share transfer agreement on New Hua Du Supercenter Co.Ltd(002264) with New Hua Du Supercenter Co.Ltd(002264) group on November 30, 2021. The listed company has disclosed the suggestive public notice on planning the sale of major assets and public solicitation of intended transferee on November 25, 2021 Therefore, the share transfer does not belong to the situation of stock trading by using the insider information of this transaction. " (III) related personnel of the target company buy and sell the company's shares
Chen Jin, a senior manager of Quanzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., one of the target companies, bought and sold New Hua Du Supercenter Co.Ltd(002264) shares through his own stock account during the self inspection, as follows:
Date volume direction
August 11, 2021 19000 purchase
19000 sold on August 12, 2021
24000 purchase on December 14, 2021
2021-12-22 7700 purchase
31700 sold on December 31, 2021
According to the self-examination report issued by Chen Jin: "my trading of New Hua Du Supercenter Co.Ltd(002264) shares is based on my own judgment of the trading situation of the secondary market and the investment value of the shares, and there is no case of stock trading using the insider information of this trading. If the above-mentioned trading of New Hua Du Supercenter Co.Ltd(002264) shares is found to be improper by the relevant departments, I am willing to hand over the full amount of the profit to the company New Hua Du Supercenter Co.Ltd(002264) 。”
The spouse of Huang Zhonggong, a senior manager of Ningde New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., one of the target companies, bought and sold New Hua Du Supercenter Co.Ltd(002264) shares through his own stock account during the self-examination, as follows:
Date volume direction
62200 sold on June 3, 2021
November 30, 2021 1000 purchase
1000 sold on December 7, 2021
Purchase of 3300 on December 9, 2021
3300 sold on December 31, 2021
According to the self-examination report issued by Huang Zhonggong: "my spouse's trading of New Hua Du Supercenter Co.Ltd(002264) shares is based on his own judgment of the trading situation in the secondary market and the investment value of stocks, and there is no case of stock trading by using the insider information of this trading.
If the above-mentioned act of buying and selling New Hua Du Supercenter Co.Ltd(002264) shares is found to be improper by the relevant departments, they are willing to hand over the full amount of the profit to New Hua Du Supercenter Co.Ltd(002264) . "
Chen Minglin, a senior manager of Sanming New Hua Du Supercenter Co.Ltd(002264) Logistics Distribution Co., Ltd., one of the target companies, and his spouse bought and sold New Hua Du Supercenter Co.Ltd(002264) shares through their own stock account during the self inspection.
The specific transaction records of Chen Minglin are as follows:
Date volume direction
2021-11-24 12400 purchase
2021-11-29 12400 purchase
10700 sold on November 30, 2021
Purchase of 5800 on December 2, 2021
5900 sold on December 2, 2021
15800 sold on December 3, 2021
20000 purchase on December 10, 2021
2021-12-13 5000 purchase
4300 purchase on December 15, 2021
14300 sold on December 16, 2021
15000 sold on December 20, 2021
Chen Minglin's spouse transaction records are as follows:
Date trading volume (share) direction
10900 sold on July 5, 2021
According to the self-examination report issued by Chen Minglin: "I and my spouse traded New Hua Du Supercenter Co.Ltd(002264) shares based on their own judgment on the trading situation of the secondary market and the investment value of stocks, and there is no case of stock trading using the insider information of this transaction. If the above purchase and sale New Hua Du Supercenter Co.Ltd(002264) The behavior of the stock was found to be improper by the relevant departments and was willing to hand over the full amount of the profit to New Hua Du Supercenter Co.Ltd(002264) . "
In addition to the above circumstances, during the self inspection period, other relevant parties, relevant personnel and their immediate family members of the transaction did not buy or sell the shares of the listed company during the self inspection period. 4、 Verification opinions of independent financial advisor
According to the self-examination report issued by the relevant parties and relevant personnel of the transaction within the scope of self-examination, the independent financial adviser believes that, except for the above disclosure, other relevant parties, relevant personnel and their immediate family members of the transaction did not buy or sell the shares of listed companies during the self-examination period. The above-mentioned insider's behavior of buying and selling stocks of listed companies during the self inspection period does not belong to the insider trading behavior by using the insider information of this transaction, and does not have a material impact on this transaction. (no text below)
(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 self inspection report on the trading of stocks by insiders with insider information on the sale of major assets) financial advisor sponsor:
Huang Xuan, Wu Haibo
Anxin Securities Co., Ltd
