Huatai United Securities Co., Ltd
Verification opinions on Beijing Hualian Hypermarket Co.Ltd(600361) the self inspection report on the trading of shares by insiders related to the restructuring
Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as ” Beijing Hualian Hypermarket Co.Ltd(600361) “, “listed company” and “company”) plans to sell major assets and issue shares to Shandong innovation group Co., Ltd. (hereinafter referred to as “innovation group”), Cui Lixin, Yang Aimei, Geng Hongyu Wang Wei and financial investors purchased 100% equity of Shandong innovative metal Technology Co., Ltd. (hereinafter referred to as “innovative metal” or “target company”) jointly held by them, and raised supporting funds (hereinafter referred to as “this transaction” or “this reorganization”).
In accordance with the provisions of 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 (revised in 2022), the guidelines for the application of regulatory rules – listing class No. 1 and other documents, As the independent financial adviser of this transaction, Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “independent financial adviser”) checked the trading of shares of listed companies by insiders related to this transaction, as follows:
1、 The insider’s self inspection period of this transaction
The self-examination period for insiders of this transaction is from six months before the listed company applies for stock suspension for this reorganization to the report on sale of Beijing Hualian Hypermarket Co.Ltd(600361) major assets and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft) and its summary disclosure date, that is, from January 26, 2021 to January 27, 2022 (hereinafter referred to as the “self-examination period”).
2、 Verification scope of insider information of this transaction
The insider verification scope of this transaction includes:
1. Listed companies and their directors, supervisors, senior managers and relevant insiders;
2. The controlling shareholders of the listed company and their main responsible persons;
3. The counterparties of this restructuring and their main principals and relevant informed personnel;
4. Innovative metals and its directors, supervisors, senior managers and relevant informed personnel;
5. Relevant intermediaries and specific business operators;
7. Other insiders who know the reorganization information directly or indirectly before the suspension of the company’s reorganization and their spouses, children and parents.
3、 Self inspection results
According to the self-examination report issued by relevant institutions and personnel within the scope of self-examination and the inquiry certificate on Shareholding and share change of information disclosure obligor and detailed list of shareholder share change and other documents issued by China Securities Depository and Clearing Corporation Limited on the purchase and sale of shares of listed companies by persons and institutions within the scope of self-examination during the period of self-examination, Except that Wang Weizhi, the general manager and director of the target company, Wang Jingzi, the supervisor of Shandong Carter International Trade Co., Ltd., Zhang Xianghai, the counterparty, Zhang Bo, the director and general manager of Shandong Hongfan Industry Co., Ltd., and Meng Tao, the representative appointed by the executive partner of Shenzhen Qiushi Ruiyuan investment enterprise (limited partnership), buy and sell the shares of the listed company, Other verification objects did not buy or sell the shares of listed companies during the self inspection period. The details are as follows:
(I) Wang Jingzi’s trading of shares of listed companies
Name title / relationship transaction date transaction type transaction quantity (shares) (buy / sell)
The general manager of the target company bought 100 shares of Wang jingzili and director Wang Wei on November 22, 2021
Daughter sold 100 on November 24, 2021
In view of the above behavior of buying and selling Beijing Hualian Hypermarket Co.Ltd(600361) shares, Wang Wei has issued the letter of commitment:
“Before Beijing Hualian Hypermarket Co.Ltd(600361) applied for stock suspension for this reorganization, I did not participate in the planning, formulation, demonstration and decision-making of Beijing Hualian Hypermarket Co.Ltd(600361) This major asset reorganization. Neither I nor my queen Jingzi knew Beijing Hualian Hypermarket Co.Ltd(600361) This major asset reorganization. During the self inspection, my queen Jingzi bought and sold Beijing Hualian Hypermarket Co.Ltd(600361) The behavior of the stock is a trading decision made entirely based on the public disclosure of information and personal independent judgment. It is a personal investment behavior and has not utilized and promised not to utilize the insider information related to this major asset restructuring in the future. I and my immediate family members do not disclose relevant insider information or suggest others to buy and sell Beijing Hualian Hypermarket Co.Ltd(600361) shares, engage in market manipulation and other prohibited trading activities, nor do they have the motivation to obtain or use insider information for stock investment. Before the completion or termination of this major asset restructuring, I and my immediate family members will strictly abide by relevant laws and regulations and normative documents issued by the competent securities authority to regulate trading behavior, and will not disclose the undisclosed information of this major asset restructuring to a third party in any way. If I violate the above statements and commitments, I am willing to bear corresponding legal responsibilities. “
In view of the above behavior of buying and selling Beijing Hualian Hypermarket Co.Ltd(600361) shares, Wang Jingzi has issued the letter of commitment:
“Before Beijing Hualian Hypermarket Co.Ltd(600361) applied for stock suspension for this reorganization, I did not participate in the planning, formulation, demonstration and decision-making of Beijing Hualian Hypermarket Co.Ltd(600361) This major asset reorganization. I did not know Beijing Hualian Hypermarket Co.Ltd(600361) This major asset reorganization. During the self-examination, I bought and sold Beijing Hualian Hypermarket Co.Ltd(600361) The behavior of the stock is entirely a trading decision made by myself based on public disclosure of information and personal independent judgment. It is a personal investment behavior and has not utilized and promised not to utilize the insider information related to this major asset restructuring in the future. I and my immediate family members do not disclose relevant insider information or suggest others to buy and sell Beijing Hualian Hypermarket Co.Ltd(600361) shares, engage in market manipulation and other prohibited trading activities, nor do they have the motivation to obtain or use insider information for stock investment. Before the completion or termination of this major asset restructuring, I and my immediate family members will strictly abide by relevant laws and regulations and normative documents issued by the competent securities authority to regulate trading behavior, and will not disclose the undisclosed information of this major asset restructuring to a third party in any way. If I violate the above statements and commitments, I am willing to bear corresponding legal responsibilities. “
(II) Zhang Bo’s trading of shares of listed companies
Name title / relationship transaction date transaction type transaction quantity (shares) (buy / sell)
The counterparty Shandong bought 38300 pieces of bohongfan Industrial Co., Ltd. on August 18, 2021
Director of the company and general manager of 58300 on January 13, 2022
In view of the above behavior of buying and selling Beijing Hualian Hypermarket Co.Ltd(600361) shares, Zhang Bo has issued a letter of commitment:
“Before Beijing Hualian Hypermarket Co.Ltd(600361) applied for stock suspension for this reorganization, I did not participate in the planning, formulation, demonstration and decision-making of Beijing Hualian Hypermarket Co.Ltd(600361) This major asset reorganization. I did not know Beijing Hualian Hypermarket Co.Ltd(600361) This major asset reorganization.
During the self-examination, my behavior of buying and selling Beijing Hualian Hypermarket Co.Ltd(600361) shares was entirely a trading decision made by me based on public disclosure information and personal independent judgment. It was a personal investment behavior and did not use and promised not to use the insider information related to this major asset restructuring in the future. I do not disclose relevant inside information or suggest others to buy and sell Beijing Hualian Hypermarket Co.Ltd(600361) shares, engage in market manipulation and other prohibited trading activities, nor do I have the motivation to obtain or use inside information for stock investment. Before the completion or termination of this major asset restructuring, I will strictly abide by relevant laws and regulations and normative documents issued by the competent securities authority to regulate trading behavior, and will not disclose the undisclosed information of this major asset restructuring to a third party in any way. If I violate the above statements and commitments, I am willing to bear corresponding legal responsibilities. “
(III) trading of shares of listed companies by Zhang Xianghai
Name title / relationship transaction date transaction type transaction quantity (shares) (buy / sell)
The counterparty Shandong bought 200 pieces of Xianghai Carter international trade on August 26, 2021
The supervisor of the company sold 200 items on August 31, 2021
In view of the above behavior of buying and selling Beijing Hualian Hypermarket Co.Ltd(600361) shares, Zhang Xianghai has issued a letter of commitment:
“Before Beijing Hualian Hypermarket Co.Ltd(600361) applied for stock suspension for this reorganization, I did not participate in the planning, formulation, demonstration and decision-making of Beijing Hualian Hypermarket Co.Ltd(600361) This major asset reorganization. I did not know Beijing Hualian Hypermarket Co.Ltd(600361) This major asset reorganization. During the self-examination, I bought and sold Beijing Hualian Hypermarket Co.Ltd(600361) The behavior of the stock is entirely a trading decision made by myself based on public disclosure of information and personal independent judgment. It is a personal investment behavior and has not utilized and promised not to utilize the insider information related to this major asset restructuring in the future. I do not disclose relevant inside information or suggest others to buy and sell Beijing Hualian Hypermarket Co.Ltd(600361) shares, engage in market manipulation and other prohibited trading activities, nor do I have the motivation to obtain or use inside information for stock investment. Before the completion or termination of this major asset restructuring, I will strictly abide by relevant laws and regulations and normative documents issued by the competent securities authority to regulate trading behavior, and will not disclose the undisclosed information of this major asset restructuring to a third party in any way. If I violate the above statements and commitments, I am willing to bear corresponding legal responsibilities. “
(IV) trading of shares of listed companies by Meng Tao
Name title / relationship transaction date transaction type transaction quantity (shares) (buy / sell)
Counterparty Shenzhen buys 18700 Qiushi Ruiyuan investment on August 17, 2021
Meng Tao enterprise (Co., Ltd.)
(partner) on August 18, 2021
representative
Meng Tao has issued a letter of commitment for the above behavior of buying and selling Beijing Hualian Hypermarket Co.Ltd(600361) shares:
“Before Beijing Hualian Hypermarket Co.Ltd(600361) applied for stock suspension for this reorganization, I did not participate in the planning, formulation, demonstration and decision-making of Beijing Hualian Hypermarket Co.Ltd(600361) This major asset reorganization. I did not know Beijing Hualian Hypermarket Co.Ltd(600361) This major asset reorganization. During the self-examination, I bought and sold Beijing Hualian Hypermarket Co.Ltd(600361) The behavior of the stock is entirely a trading decision made by myself based on public disclosure of information and personal independent judgment. It is a personal investment behavior and has not utilized and promised not to utilize the insider information related to this major asset restructuring in the future. I do not disclose relevant inside information or suggest others to buy and sell Beijing Hualian Hypermarket Co.Ltd(600361) shares, engage in market manipulation and other prohibited trading activities, nor do I have the motivation to obtain or use inside information for stock investment. Before the completion or termination of this major asset restructuring, I will strictly abide by relevant laws and regulations and normative documents issued by the competent securities authority to regulate trading behavior, and will not disclose the undisclosed information of this major asset restructuring to a third party in any way. If I violate the above statements and commitments, I am willing to bear corresponding legal responsibilities. “
In addition to the above, other insiders within the scope of self-examination did not buy or sell the shares of listed companies during the period of self-examination.
When planning this transaction, the listed company has taken strict confidentiality measures, limited the scope of insiders of inside information, and fulfilled relevant information disclosure obligations. There is no selective information disclosure and early disclosure of information.
4、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that according to the self inspection report issued by relevant institutions and personnel within the scope of the self inspection of the transaction, the relevant inquiry certificate of shareholding and share change of information disclosure obligor issued by China Securities Depository and Clearing Co., Ltd., the detailed list of shareholder share change and the commitment letter issued by the above relevant subjects, The behavior of the above-mentioned relevant subjects in buying and selling Beijing Hualian Hypermarket Co.Ltd(600361) shares during the self inspection period does not belong to the insider trading behavior by using the insider information of this transaction, and does not constitute a legal obstacle to this transaction. In addition to the above circumstances, other insiders within the verification scope of this transaction did not buy or sell Beijing Hualian Hypermarket Co.Ltd(600361) shares during the self inspection period.
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(there is no text on this page, which is the signature and seal page of the self inspection report of Huatai United Securities Co., Ltd. on Beijing Hualian Hypermarket Co.Ltd(600361) the trading of stocks by insiders related to this restructuring)
Yang Qian, Jia Ming, Zhang Tao
Huatai United Securities Co., Ltd. (seal) February 15, 2022
