Huatai United Securities Co., Ltd
About Beijing Hualian Hypermarket Co.Ltd(600361)
Verification opinions on the purchase and sale of assets within 12 months before the reorganization
According to the provisions of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), if a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on the cumulative amount. Asset transactions that have prepared and disclosed a major asset restructuring report in accordance with the provisions of the reorganization management measures need not be included in the scope of cumulative calculation. If the CSRC has other provisions on the cumulative period and scope of major asset restructuring specified in paragraph 1 of Article 13 of the reorganization management measures, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets. Huatai United Securities Co., Ltd. (hereinafter referred to as “the independent financial consultant”) is entrusted by Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as “the listed company”) to act as the independent financial consultant of the listed company for the sale of major assets, the issuance of shares, the purchase of assets and the raising of supporting funds and related party transactions (hereinafter referred to as “the reorganization”), The assets purchased and sold by the listed company within 12 months before the reorganization were verified.
Within 12 months before the meeting of the board of directors to consider the reorganization, the assets purchased and sold by the listed company are as follows:
1. Bid for 100% equity of Qinghai China Resources Wanjia life supermarket Co., Ltd
The listed company held the 25th meeting of the seventh board of directors on August 7, 2020, deliberated and adopted the proposal on planning to participate in bidding for 100% equity of Qinghai China Resources Wanjia life supermarket Co., Ltd., and agreed to participate in bidding for 100% equity of Qinghai China Resources Wanjia life supermarket Co., Ltd. (hereinafter referred to as “Qinghai China Resources”). As of December 31, 2019, Qinghai China Resources had total assets of 88.3241 million yuan, net assets of 42.7177 million yuan and operating income of 102.4603 million yuan in 2019. On August 21, 2020, the listed company signed the property right transaction contract with the transferor Shaanxi China Resources Wanjia life supermarket Co., Ltd., with the transaction price of 47.7726 million yuan. The equity transfer has been completed on August 31, 2020.
After verification, the above transactions have nothing to do with the reorganization, and the underlying assets are not owned or controlled by the same transaction party, and the business scope is also different, which does not belong to the situation requiring cumulative calculation in the reorganization management measures.
2. Transfer 70% equity of the holding subsidiary Guangzhou beihualian equipment procurement Co., Ltd
The listed company held the 36th meeting of the seventh board of directors on April 27, 2021 and the 2020 annual general meeting of shareholders on May 19, 2021. The proposal on transferring the equity of the holding subsidiary Guangzhou beihualian equipment procurement Co., Ltd. was deliberated and approved, and the company agreed to sign the equity transfer agreement of Guangzhou beihualian equipment procurement Co., Ltd. with Hualian Group, Transfer 70% equity of Guangzhou beihualian equipment procurement Co., Ltd. (hereinafter referred to as “Guangzhou beihualian”) held by the listed company to Hualian Group. As of December 31, 2020, the total assets of Guangzhou beihualian were 86.3253 million yuan, the net assets were 10.2981 million yuan, and the operating income in 2020 was 104.5747 million yuan. Referring to the audited net asset value of Guangzhou beihualian on the benchmark date of December 31, 2020, the transfer price is 7.2087 million yuan. The equity transfer was completed in July 2021.
After verification, the counterparties of the above asset sales and this major asset sales are Hualian Group, which belongs to the situation of continuous sales of the same or related assets as stipulated in the reorganization management measures. According to the reorganization management measures, the sale of all assets and liabilities of the listed company to the controlling shareholder Hualian Group or the third party designated by it as of the benchmark date has constituted a major asset sale. Therefore, it still constitutes a major asset sale under the cumulative calculation standard of 70% equity of Guangzhou beihualian.
After verification, except for the above circumstances, the listed company did not purchase or sell the same or related assets as the reorganization within 12 months before the reorganization.
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(there is no text on this page, which is the signature and seal page of the verification opinions of Huatai United Securities Co., Ltd. on the purchase and sale of assets within 12 months before the reorganization of Beijing Hualian Hypermarket Co.Ltd(600361) ) financial advisor sponsor:
Yang Qian, Jia Ming, Zhang Tao
Huatai United Securities Co., Ltd. (seal) January 26, 2022
