Anhui Andeli Department Store Co.Ltd(603031) : Anhui Zhonglian United Nations letter’s reply to Anhui Andeli Department Store Co.Ltd(603031) inquiry letter

Anhui Andeli Department Store Co.Ltd(603031) : Anhui Zhonglian Guoxin’s reply to the Anhui Andeli Department Store Co.Ltd(603031) inquiry letter Shanghai Stock Exchange, according to the inquiry letter on information disclosure of the reorganization draft of Anwei Anhui Andeli Department Store Co.Ltd(603031) Department Store Co., Ltd. (shgh [2022] No. 0129) (hereinafter referred to as the “inquiry letter”) issued by your exchange, Anhui Zhonglian Guoxin Assets Appraisal Co., Ltd. (hereinafter referred to as “Zhonglian Guoxin”) attached great importance to the inquiry letter and immediately organized relevant personnel to carefully analyze the questions. The replies to the questions mentioned in the inquiry letter are as follows: unless otherwise specified, the abbreviations in the reply are the same as those in the report. 1. Disclosure of the draft, The company plans to purchase its 15% equity of Yajin technology from Ningbo Yafeng through its holding subsidiary Anhu energy in cash, with a transaction price of 1.35 billion yuan. In the early stage, the company purchased 36% of the equity of Yajin technology held by Ningbo Yafeng at a consideration of 2.4 billion yuan, and completed the transfer on January 29, 2022. The same appraisal report is adopted for the two transactions. Taking August 31, 2021 as the appraisal base date, the appraisal value of 100% equity of Yajin technology is 92357637 million yuan. However, the valuation of 100% equity of the target company converted at the final transaction price is much higher than that of the previous transaction. The company is requested to make supplementary disclosure: (1) whether the underlying company’s fundamentals have changed significantly since the previous acquisition, whether the original appraisal assumptions are still valid, and whether the conclusion of the original appraisal report adopted in this transaction is reasonable; (2) In combination with the above situation, explain the reasons and rationality of the inconsistent valuation of the underlying assets finally determined in the two transactions, and whether the acquisition price determined in this transaction is conducive to protecting the interests of listed companies and small and medium-sized investors. Please give your opinions to the financial advisor and appraiser