Beijing Hualian Hypermarket Co.Ltd(600361)
Comparison table of differences between the report on sale of major assets, issuance of shares, purchase of assets, raising of supporting funds and related party transactions (Draft) and the plan Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as ” Beijing Hualian Hypermarket Co.Ltd(600361) “, “listed company” or “company”) held the 41st meeting of the seventh board of directors on August 6, 2021, and considered and adopted the transaction plan, The 45th meeting of the seventh board of directors was held on January 26, 2022, and the transaction report (Draft) was considered and adopted.
The independent financial consultant Huatai United Securities Co., Ltd. checked the report (Draft) and plan, and the main differences are as follows:
Description of differences between the report (Draft) and the plan
chapter
1. “I. overview of this transaction scheme” in this chapter of the report (Draft) updates the assets to be purchased, the evaluation value of the assets to be purchased, transaction pricing, performance commitment and compensation arrangement.
2. “II. Nature of this transaction” in this chapter of the report (Draft) updates the audited financial data of the subject company.
3. In this chapter of the report (Draft), “III. evaluation and pricing of this transaction”, the evaluation value of the assets to be purchased and the assets to be placed are updated.
4. “IV. approval procedures to be performed for the implementation of this transaction” in this chapter of the report (Draft) has been updated and disclosed.
5. “V. impact of this transaction on the listed company” in this chapter of the report (Draft) updates the number of shares issued according to the pricing of the transaction, and updates the impact of this transaction on the main financial indicators of the listed company according to the audited financial data.
6. In this chapter of the report (Draft), “VI. important commitments made by the parties involved in this transaction”, the commitments issued by some relevant subjects are added.
7. “Xi. Description on differentiated pricing of this transaction” is added to this chapter of the report (Draft).
“II. Risks faced by listed companies after this transaction” in this chapter of the report (Draft) adds significant risks, suggesting “(VI) risks with high asset liability ratio”.
In this chapter of the report (Draft), “II. Risks faced by listed companies after this transaction” has added “(VII) risks with low gross profit margin”.
1. “II. Decision making process and approval of this transaction” is added to this chapter of the report (Draft).
Chapter I this transaction 2. Report (Draft) “III. specific scheme of this transaction” in this chapter updates the overview of the proposed capital contribution, the evaluation value of the proposed assets, transaction pricing, performance commitments and compensation arrangements.
3. “IV. nature of this transaction” in this chapter of the report (Draft) updates the audited financial data of the subject company.
Description of differences between the report (Draft) and the plan
chapter
4. “V. impact of this transaction on listed companies” is added to this chapter of the report (Draft).
1. This chapter of the report (Draft) adds “II. Establishment of listed companies and previous changes in share capital”.
2、 This chapter of the report (Draft) adds “VII. Description of the listed company and its controlling shareholders and actual controllers in the last three years, as well as the current directors, supervisors and senior managers of the listed company who are being filed for investigation by the judicial organ for suspected crimes or are being filed for investigation by the board of Listed Companies in Chapter II of the CSRC for suspected violations of laws and regulations” 。
Basic information 3. This chapter of the report (Draft) adds “VIII. Description of the public condemnation or other major dishonesty of the listed company and its controlling shareholders, actual controllers, as well as the current directors, supervisors and senior managers of the listed company by the stock exchange in the last 12 months”.
4. This chapter of the report (Draft) adds “IX. description of administrative penalties (except those obviously unrelated to the securities market) or criminal penalties imposed on listed companies and their current directors, supervisors and senior managers in the past three years”.
1. In this chapter of the report (Draft), “I. Basic information of the counterparties of asset sale”, the historical evolution, main financial indicators and list of main subordinate enterprises of Hualian Group in recent two years are supplemented and disclosed.
2. Supplement the employment of Cui Lixin, Wang Wei, Geng Hongyu and Yang Aimei as counterparties in recent three years, and the basic information of controlled enterprises and affiliated enterprises.
3. Supplementary innovation group, cpeinvestment (Hong Kong) 2018limited, Tianjin Rongqi enterprise management partnership (limited partnership), Tianjin Yuanfeng Panhao enterprise management center (limited partnership), crescentalliance limited, Dylan Capital Limited Qingdao SAIC innovation and upgrading industry equity investment fund partnership (limited partnership), Jiaxing Shangqi Chapter III counterparty Hengxu investment partnership (limited partnership), Yangzhou Shangqi automobile industry equity investment fund (limited partnership with basic conditions), Foshan Shangqi Delian automobile equity investment partnership (limited partnership) Shandong Carter International Trade Co., Ltd., Ningbo Meishan free trade port Xicheng investment partnership (limited partnership), Qingdao Yuqiao Runsheng equity investment partnership (limited partnership), Harbin Henghui Chuangfu equity investment center (limited partnership) Wuxi Yunhui new automobile industry investment management partnership (limited partnership), Wuxi Yunhui phase II new automobile industry investment management partnership (limited partnership), Shandong Hongfan Industry Co., Ltd., Qingdao Chinese oak equity investment partnership (limited partnership), Shenzhen Qiushi Ruiyuan investment enterprise (limited partnership) The historical evolution, property right and control relationship, major shareholders, main business in the last three years, main financial data in the last two years and major foreign investment of Shandong Dinghui Baifu equity investment partnership (limited partnership) and Shanghai Dinghui Baiyu investment partnership (limited partnership) as counterparties.
1. “III. basic information of assets to be sold” is added to this chapter of the report (Draft).
2. This chapter of the report (Draft) adds “IV. creditor’s rights and debts involved in the assets to be sold Chapter IV transfer of assets to be sold”.
Basic information of assets 3. This chapter of the report (Draft) adds “v. restrictions on the rights of the assets to be sold and litigation involved”.
4. “VII. Main financial data of assets to be sold” in this chapter of the report (Draft) updates the financial data of the latest period.
Description of differences between the report (Draft) and the plan
chapter
1. Updated and disclosed the historical evolution, ownership structure, property right control relationship and main financial data of Shandong innovative metal Technology Co., Ltd. (hereinafter referred to as “innovative metal”).
2. Supplementary disclosure of the main holding subsidiaries of innovative metals.
Chapter V proposed capital purchase 3. Supplementary disclosure of the internal structure of innovative metal, including the organization chart and the setting of functional departments. Basic information of the company 4. Supplementary disclosure of the basic information of directors, supervisors, senior managers and core technicians of innovative metal, employees, main qualifications and approval of innovative metal, major litigation, arbitration and administrative punishment, and the transfer of creditor’s rights and debts involved in this restructuring.
5. Additionally disclosed the ownership of the main assets, external guarantees, main debts and contingent liabilities of innovative metals.
Relevant information is updated and disclosed in “I. main business and main products of innovative metals” in this chapter of the report (Draft).
In this chapter of the report (Draft), “II. Basic information of the industry in which the target company is located and the market position of the target company” supplementary disclosure of relevant information.
This chapter of the report (Draft) “III. business process of innovative metal main products” updates and discloses relevant contents.
Chapter VI proposed capital purchase report (Draft) this chapter “IV. main business model of innovative metals” updates and discloses the relevant business and technology information of the relevant assets.
Relevant information is updated and disclosed in “v. production and sales of the target company” in this chapter of the report (Draft).
This chapter of the report (Draft) “VI. top five customers and suppliers of the target company” updates and discloses relevant information.
Relevant information is updated and disclosed in “VII. Safety production and environmental protection” of this chapter of the report (Draft).
1. “I. issuing shares to purchase assets” in this chapter of the report (Draft) updates the number of shares issued and the number of shares issued in Chapter VII.
Situation 2. This chapter of the report (Draft) adds “III. purpose and necessity of raising supporting funds”. 3. This chapter of the report (Draft) adds “main financial data before and after issuance”.
The report (Draft) updates this section according to the evaluation report.
Chapter VIII this transaction report (Draft) the relevant contents are updated and disclosed in “III. analysis of the rationality and fairness of the pricing and evaluation of the proposed asset transaction by the board of directors”, “IV. opinions of the board of directors on the evaluation matters of this transaction” and “v. opinions of independent directors on the evaluation matters of this transaction”.
Chapter IX this transaction adds this chapter according to the requirements of disclosure standards.
Chapter 10 of the main contracts of this transaction this chapter is added according to the requirements of the disclosure standards. Chapter XI management adds this chapter according to the requirements of disclosure standards.
Discussion and Analysis Chapter XII the financial committee will add this chapter according to the requirements of the disclosure standards.
Accounting information Chapter XIII inter-bank competition and related party transactions
Description of differences between the report (Draft) and the plan
chapter
Chapter 14 risk is added to “II. Risks faced by listed companies after this transaction” in this chapter of the report (Draft), due to “(VI) risks with high asset liability ratio”.
(VII) risk of low gross profit margin “is added to” II. Risks faced by listed companies after this transaction “in this chapter of the plain report (Draft).
1. This chapter of the report (Draft) adds “I. whether the funds and assets of the listed company are occupied by the actual controller or other related parties for non-profit or provide guarantee for the actual controller or other related parties”.
2. “II. Impact of this transaction on the debt structure of listed companies” is added to this chapter of the report (Draft)
