Beijing Jindu law firm
About Beijing Hualian Hypermarket Co.Ltd(600361)
Insider information related to the sale of major assets and the issuance of shares to purchase assets and the raising of supporting funds and related party transactions special verification opinions on the self inspection of stock transactions
To: Beijing Hualian Hypermarket Co.Ltd(600361)
In accordance with the relevant provisions of 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 and other laws, administrative regulations, departmental rules and other normative documents (hereinafter referred to as "laws and regulations"), Beijing Jindu law firm (hereinafter referred to as "the firm") has accepted the entrustment of Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as "600361}" or "listed company") to act as the special legal adviser for the sale of major assets, the issuance of shares, the purchase of assets, the raising of supporting funds and related party transactions (hereinafter referred to as "the transaction" or "the reorganization"). In accordance with the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring"), 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 (hereinafter referred to as the "standard format No. 26"), and the guidelines for the application of regulatory rules - listing No. 1, Special verification was conducted on the self inspection of the insider related to this transaction on the stock trading in the secondary market from six months before Beijing Hualian Hypermarket Co.Ltd(600361) application for stock suspension of this restructuring to the date of disclosure of the report on Beijing Hualian Hypermarket Co.Ltd(600361) sale of major assets and issuance of shares to purchase assets and raising supporting funds and related party transactions (Draft) and its summary, And issue special verification opinions (hereinafter referred to as "the verification opinions").
In response to this verification opinion, the Institute hereby makes the following statement:
1. The exchange promises to express legal opinions based on the facts that have occurred or existed before the issuance date of this verification opinion and related to this reorganization, the documents provided by Beijing Hualian Hypermarket Co.Ltd(600361) , the current laws and regulations in China (for the purpose of this verification opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) and the relevant provisions of the CSRC;
2. We have obtained Beijing Hualian Hypermarket Co.Ltd(600361) 's guarantee and commitment that all legal documents and materials (including original written materials, duplicate materials or oral testimony) provided by Beijing Hualian Hypermarket Co.Ltd(600361) are complete, true and effective, and all facts have been disclosed to us without any concealment, omission, falsehood or misleading, and all copies are consistent with the original, The signatures and seals on all documents and materials are true, and all factual materials necessary for issuing this verification opinion have been provided to the exchange, and the exchange shall be legally liable for the foregoing guarantees and commitments;
3. For the fact that this verification opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents, testimonies or documents issued or provided by relevant asset trading parties, government departments, other relevant units or relevant persons to issue legal opinions;
4. This verification opinion is only used for Beijing Hualian Hypermarket Co.Ltd(600361) the purpose of reporting the reorganization to the CSRC and Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange"), and shall not be used for any other purpose.
The exchange agrees to take this verification opinion as the legal document of this transaction, report it to the CSRC and Shanghai stock exchange together with other materials, and bear corresponding legal liabilities for the verification opinion issued in accordance with the law.
In accordance with the relevant laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the principle of diligence and due diligence recognized by the lawyer industry, the exchange hereby issues the following special verification opinions:
1、 Self inspection period
The self-examination period for insider trading of shares of Listed Companies in this transaction is from Beijing Hualian Hypermarket Co.Ltd(600361) six months before the suspension of trading of shares in this reorganization application to the report on Beijing Hualian Hypermarket Co.Ltd(600361) sale of 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.
2、 Scope of verification
According to the provisions of laws, regulations and normative documents such as the reorganization management measures, guidelines for the application of regulatory rules - listing class No. 1, Beijing Hualian Hypermarket Co.Ltd(600361) has conducted a self-examination on the trading of shares of listed companies by relevant parties and their relevant personnel during the self-examination period. The scope of self-examination includes: (1) listed companies and their directors, supervisors Senior management and relevant informed personnel; (2) The controlling shareholders of the listed company and their main responsible persons; (3) The counterparty and its principal and relevant insiders; (4) The target company Shandong Chuangxin Metal Technology Co., Ltd. and its directors, supervisors, senior managers and relevant insiders; (5) Relevant intermediaries and specific business operators; (6) The immediate relatives of the natural person mentioned in items (1) to (5) above, including spouse, parents and adult children; (7) Other insiders and their spouses, children and parents who know the reorganization information directly or indirectly before the reorganization and suspension of the listed company.
3、 Trading of shares of listed companies by relevant entities during self inspection
According to the self inspection report issued by relevant institutions and personnel within the scope of self inspection, the inquiry certificate on Shareholding and share change of information disclosure obligors and the detailed list of shareholder share change and other documents issued by China Securities Depository and Clearing Co., Ltd. on the purchase and sale of shares of listed companies by persons and institutions within the scope of self inspection during the period of self inspection, Except for Wang Weizhi, the general manager and director of the target company, Zhang Xianghai, the supervisor of the counterparty Shandong Carter International Trade Co., Ltd., Zhang Bo, the director and general manager of the counterparty Shandong Hongfan Industry Co., Ltd., and Meng Tao, the representative appointed by the executive partner of the counterparty Shenzhen Qiushi Ruiyuan investment enterprise (limited partnership), Other verification objects did not buy or sell the shares of listed companies during the self inspection period. The specific circumstances of the above-mentioned personnel buying and selling the shares of listed companies 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)
Total purchase of 100 shares by the target company on November 22, 2021
Wang Jingzi, manager and director
Daughter of Wang Wei 2021.11.24 100
In response to the above acts, Wang Wei has issued a letter of commitment: "before Beijing Hualian Hypermarket Co.Ltd(600361) applied for stock suspension for this restructuring, I did not participate in the planning, formulation, demonstration and decision-making of Beijing Hualian Hypermarket Co.Ltd(600361) This major asset restructuring, and neither I nor my queen Jingzi knew Beijing Hualian Hypermarket Co.Ltd(600361) This major asset restructuring.
During the self-examination, my queen Jingzi's behavior of buying and selling Beijing Hualian Hypermarket Co.Ltd(600361) shares was entirely based on the trading decision made by public disclosure of 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 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. "
For the above actions, Wang Jingzi 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 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)
38300 purchase of Fangshan on August 18, 2021
Donghongfan industry
Purchase of zhangbo Co., Ltd
Director and general manager 58300 on January 13, 2022
reason
For the above actions, 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, 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. "
(III) trading of shares of listed companies by Zhang Xianghai
Name title / relationship transaction date transaction type transaction quantity (shares) (buy / sell)
200 purchase of Fangshan on August 26, 2021
Zhang Xianghai East Carter International
Trading Co., Ltd. sold 200 on August 31, 2021
Supervisor of the company
For the above actions, 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)
The counterparty Shenzhen bought 18700 on August 17, 2021
Zhen Qiushi Ruiyuan
Investment enterprise
Meng Tao (Co., Ltd.)
(partner) implementation on August 18, 2021 18700
Managing partner
appoint delegates
For the above actions, Meng Tao 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. "
In addition to the above
