Beijing Hualian Hypermarket Co.Ltd(600361)
Notes on the purchase and sale of assets within 12 months before the reorganization
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 (hereinafter referred to as “major asset sale”) to the controlling shareholder Beijing Hualian Group Investment Holding Co., Ltd. (hereinafter referred to as “Hualian Group”) or its designated third party, It plans to purchase 100% equity of innovative metal held by Shandong innovation group Co., Ltd. (hereinafter referred to as “innovation group”), Cui Lixin, Yang Aimei, Geng Hongyu, Wang Wei and financial investors of Shandong innovative metal Technology Co., Ltd. (hereinafter referred to as “innovative metal”) by issuing shares to purchase assets, Meanwhile, supporting funds are raised (hereinafter referred to as “this 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. Within 12 months before the meeting of the board of directors to consider the reorganization, the company purchased and sold assets as follows: 1. Bidding for 100% equity of Qinghai China Resources Wanjia life supermarket Co., Ltd
The company held the 25th meeting of the 7th board of directors on August 7, 2020, deliberated and passed 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 company signed the property right transaction contract with Shaanxi China Resources Wanjia life supermarket Co., Ltd., the transferor, with the transaction price of 47.7726 million yuan. The equity transfer has been completed on August 31, 2020.
The above transactions have nothing to do with this 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 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 reviewed 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 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.
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.
In addition to 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 seal page of Beijing Hualian Hypermarket Co.Ltd(600361) instructions on purchasing and selling assets within 12 months before the reorganization)
Beijing Hualian Hypermarket Co.Ltd(600361) board of directors January 26, 2022
