Securities code: 002264 securities abbreviation: New Hua Du Supercenter Co.Ltd(002264) Announcement No.: 2022-014 New Hua Du Supercenter Co.Ltd(002264)
Notes of the board of directors on the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
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 100% equity of 11 wholly-owned subsidiaries of 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. and Ganzhou New Hua Du Supercenter Co.Ltd(002264) shopping plaza Co., Ltd. (hereinafter referred to as “this transaction”).
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the standard for the contents and forms of information disclosure of companies offering securities to the public No. 26 – major asset restructuring of listed companies and other relevant laws and regulations In accordance with the provisions of normative documents and the articles of association, the board of directors of the company carefully reviewed the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted, and explained as follows:
1、 Notes on the completeness and compliance of the legal procedures for the performance of this transaction
1. During the preliminary negotiation between the company and the counterparty on this transaction, necessary and sufficient confidentiality measures have been taken to limit the scope of relevant sensitive information.
2. On November 25, 2021, the company disclosed the suggestive announcement on planning the sale of major assets and public solicitation of intended transferee (Announcement No.: 2021-074); On December 13, 2021, the company disclosed the progress announcement on planning the sale of major assets and public solicitation of intended transferee (Announcement No.: 2021-083); On January 15, 2022, the company disclosed the progress announcement on planning the sale of major assets (Announcement No.: 2022-001).
3. The company has identified independent financial advisers, legal advisers, audit institutions, evaluation institutions and other intermediaries, and signed confidentiality agreements with relevant intermediaries.
4. The company registered the insiders involved in the reorganization, conducted self-examination on their trading of the company’s shares, and reported the list of insiders to Shenzhen Stock Exchange. 5. In view of the company’s plan to convene the board of directors to review the relevant proposals of the reorganization, the independent directors of the company carefully reviewed the relevant proposals and documents of the reorganization before the board of directors, approved the reorganization in advance and agreed to submit the relevant proposals to the board of directors for consideration.
6. On February 11, 2022, the 15th (Interim) meeting of the Fifth Board of directors of the company deliberated and adopted the proposals related to this transaction.
To sum up, the company has complied with relevant laws and regulations such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and 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 The provisions of the normative documents and the articles of association have fulfilled the necessary legal procedures at this stage for matters related to this transaction, which are complete, legal and effective.
2、 Notes on the validity of legal documents submitted
In accordance with the provisions of relevant laws, regulations, normative documents and the articles of association, such as the measures for the administration of major asset restructuring of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – application documents for major asset restructuring, The board of directors and all directors of the company make the following statements and guarantees: guarantee that the legal documents submitted by the company for this exchange do not contain any false records, misleading statements or major omissions, and bear individual and joint responsibilities for the authenticity, accuracy and completeness of the legal documents submitted.
In conclusion, the board of directors of the company believes that the legal procedures performed by the company at this stage of the transaction are complete and effective, comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the legal documents submitted to Shenzhen Stock Exchange are legal and effective.
It is hereby explained.
New Hua Du Supercenter Co.Ltd(002264) board of directors
February 11, 2002
(there is no text on this page, which is the signature page of New Hua Du Supercenter Co.Ltd(002264) instructions of the board of directors on the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted)
New Hua Du Supercenter Co.Ltd(002264) board of directors
February 11, 2002
