Beijing Hualian Hypermarket Co.Ltd(600361) board of directors
On whether the reorganization complies with the provisions of the regulations on regulating major asset reorganization of listed companies
Explanation of Article 4 of the provisions on certain issues
Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as "listed company" or "company") intends to sell all assets and liabilities up to the benchmark date to the controlling shareholder Beijing Hualian Group Investment Holding Co., Ltd. or its designated third party, and intends to sell them to Shandong innovation group Co., Ltd. (hereinafter referred to as "innovation group"), Cui Lixin, Yang Aimei, Geng Hongyu Wang Wei and the financial investors of Shandong innovative metal Technology Co., Ltd. (hereinafter referred to as "innovative metal") purchased 100% equity of innovative metal held by them by issuing shares to purchase assets, and raised supporting funds (hereinafter referred to as "this transaction").
According to the requirements of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the board of directors of the company has carefully analyzed whether this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, including:
1. The underlying asset of this transaction is 100% equity of innovative metal, which does not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters; This reorganization involves the progress of reporting to the relevant competent authorities for approval and the procedures to be submitted for approval. The company has disclosed in detail in the report on Beijing Hualian Hypermarket Co.Ltd(600361) major asset sales, issuance of shares, purchase of assets and raising supporting funds and related party transactions (Draft), and has given major risk tips on the risks that may or may not be approved.
2. The assets to be purchased in this transaction are 100% equity of innovation metal, and the ownership of the assets is clear. There is no false capital contribution or affecting its legal existence. The counterparty legally owns the complete ownership of the underlying assets. Under the condition that all parties can strictly perform the relevant transaction agreements, there is no legal obstacle to the transfer of the underlying assets.
3. This transaction is conducive to improving the integrity of the company's assets and maintaining the independence of the company in terms of personnel, procurement, production, sales and intellectual property rights.
4. This transaction is conducive to improving the company's financial situation, enhancing its ability of sustainable operation, highlighting its main business and enhancing its ability to resist risks, enhancing the company's independence, standardizing related party transactions and avoiding horizontal competition. It is hereby explained. (no text below)
(there is no text on this page, which is the seal page of the Beijing Hualian Hypermarket Co.Ltd(600361) board of directors' statement on whether the reorganization complies with the provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies)
Beijing Hualian Hypermarket Co.Ltd(600361) board of directors January 26, 2022
