A-share listing place: Shanghai Stock Exchange Stock Code: 600361 stock abbreviation: Beijing Hualian Hypermarket Co.Ltd(600361)
Beijing Hualian Hypermarket Co.Ltd(600361)
Report on sale of major assets, issuance of shares, purchase of assets and raising of supporting funds and related party transactions (Draft)
Name of counterparty
Shareholders of Shandong innovation group Co., Ltd., Cui Lixin, Yang Aimei, Geng Hongyu, Wang Wei and other innovative metals who issued shares to buy assets
The subscribers of the raised matching funds are qualified specific investors
Beijing Hualian Group Investment Holding Co., Ltd. or its designated third party
Date of signature: January, 2002
Company statement
The company and all directors, supervisors and senior managers guarantee that there are no false records, misleading statements or major omissions in the contents of this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
The matters stated in this report do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this reorganization. The entry into force and completion of the matters related to the reorganization described in this report have yet to be approved by the CSRC.
The controlling shareholder of the company and its persons acting in concert, actual controllers, directors, supervisors and senior managers promise that if the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or the CSRC, they will not transfer the shares with interests in Beijing Hualian Hypermarket Co.Ltd(600361) until the investigation conclusion is formed, And submit the written application for suspension of transfer and the stock account to the Beijing Hualian Hypermarket Co.Ltd(600361) board of directors within two trading days after receiving the notice of filing and inspection, and the board of directors will apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the identity information and account information of the unit / person to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit the identity information and account information of the unit / person to the stock exchange and the registration and settlement company, it authorizes the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the unit / I promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors. When evaluating the reorganization of the company, investors should carefully consider the risk factors disclosed in this report in addition to other contents of this report and relevant documents disclosed at the same time with this report.
After the completion of this transaction, the company shall be responsible for the changes of the company's operation and income; The investor shall be responsible for the investment risk caused by this transaction.
If investors have any questions about this report, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Counterparty commitment
The counterparty of this reorganization has issued a letter of commitment, and the counterparty guarantees that the information provided or disclosed and the instructions, commitments and confirmations issued for this exchange are true, accurate and complete, that there are no false records, misleading statements or major omissions, and Accuracy and completeness shall bear individual and joint legal liabilities. During the period of participating in this transaction, the unit / myself will disclose the information related to this transaction in time in accordance with relevant laws, regulations, rules and the relevant provisions of the CSRC and the stock exchange.
The counterparty has promised that the materials provided to the intermediaries involved in this transaction are true, accurate and complete original written materials or copies, and the copies or copies of materials are consistent with their original materials or originals. The signatures and seals of all documents are true, and there are no false records, misleading statements or major omissions, And bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided. Ensure that the statutory disclosure and reporting obligations have been fulfilled, and there are no contracts, agreements, arrangements or other matters that should be disclosed but not disclosed.
The counterparty has promised that if the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or the CSRC, it will not transfer the shares with interests in Beijing Hualian Hypermarket Co.Ltd(600361) until the investigation conclusion is formed, And submit the written application for suspension of transfer and the stock account to the Beijing Hualian Hypermarket Co.Ltd(600361) board of directors within two trading days after receiving the notice of filing and inspection, and the board of directors will apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the identity information and account information of the unit / person to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit its identity information and account information to the stock exchange and the registration and settlement company, it authorizes the stock exchange and the registration and settlement company to directly lock the relevant shares; If the investigation conclusion finds that there are violations of laws and regulations, promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
Statement of relevant securities service institutions and personnel
The independent financial consultant Huatai United Securities Co., Ltd., the Legal Consultant Beijing Jindu law firm, xinyongzhong Certified Public Accountants (special general partnership), the asset auditor Zhitong Certified Public Accountants (special general partnership), the auditor of the proposed assets and the pro forma statements of listed companies The handling personnel of the proposed asset appraisal institution Zhonglian asset appraisal group Co., Ltd., the proposed asset appraisal institution Beijing zhongqihua Asset Appraisal Co., Ltd. and the above institutions guarantee the authenticity, accuracy and completeness of the transaction application documents. If there are false records, misleading statements or major omissions in the reorganization application documents, If the relevant securities service institutions fail to perform their duties diligently, they will bear joint and several liability for compensation.
Tips on major issues
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the "interpretation" of this report. Remind investors to carefully read the full text of this report and pay special attention to the following matters: I. overview of this trading scheme
The transaction plan includes: (I) sale of major assets; (II) issuing shares to purchase assets; (III) raise supporting funds. The above-mentioned sale of major assets, issuance of shares and purchase of assets are mutually conditional and carried out at the same time, which together constitute an integral part of this major asset reorganization. If any of them fails to obtain the required approval (including but not limited to the approval of the competent examination and approval authority within relevant parties and the approval of relevant government departments), this major asset reorganization will not take effect from the beginning; The raising of supporting funds is based on the sale of major assets and the purchase of assets by issuing shares, and its success does not affect the implementation of the sale of major assets and the purchase of assets by issuing shares.
(I) sale of major assets
Beijing Hualian Hypermarket Co.Ltd(600361) it is proposed to sell all assets and liabilities up to the benchmark date to the controlling shareholder Beijing Hualian Group or its designated third party, and the asset counterparty will pay the consideration in cash.
According to the appraisal report no. 6010 (2022) issued by zhongqihua appraisal, taking September 30, 2021 as the benchmark date, the appraisal result of the asset-based method is selected as the final appraisal conclusion. The appraisal value of the assets to be sold in this transaction is 2283355200 yuan, and the transaction price of the assets is 2290 million yuan after negotiation between all parties. (II) issuing shares to purchase assets
The listed company plans to purchase 100% equity of innovative metal from innovative group, Cui Lixin, Yang Aimei, Geng Hongyu, Wang Wei and innovative metal financial investors by issuing shares to purchase assets.
According to the appraisal report of Zhonglian pingbao Zi [2022] No. 91 issued by Zhonglian appraisal, taking September 30, 2021 as the appraisal base date and the appraisal result of income method as the final appraisal conclusion, the appraisal value of 100% equity of innovative metal in this transaction is 11482 million yuan. Through friendly negotiation between the two parties, the transaction price of 100% equity of innovative metal is 11482 million yuan.
After the completion of this transaction, the listed company will hold 100% equity of innovative metal.
(III) raising supporting funds
In this transaction, the listed company plans to raise supporting funds by non-public offering of shares through inquiry, with a total supporting financing amount of no more than 150 million yuan, which are respectively used for the project of innovative metal with an annual output of 800000 tons of high-strength and high toughness aluminum alloy materials (phase II) and the project of Yunnan innovative with an annual output of 1.2 million tons of light high-strength aluminum alloy materials (phase II). The amount of the matching funds raised this time shall not exceed 100% of the transaction price of the assets purchased by issuing shares in this transaction (excluding the transaction price corresponding to the part of the underlying assets invested by the counterparty in cash within six months before and during the suspension of this transaction), The number of shares issued by supporting financing will not exceed 30% of the total share capital of the listed company after the issuance of shares to purchase assets.
If the aforesaid pricing method and issuance quantity are inconsistent with the latest regulatory requirements of the securities regulatory authority, the relevant parties will make corresponding adjustments according to the latest regulatory opinions of the regulatory authority.
The raising of matching funds is based on the issuance of shares to purchase assets, but the success of the final supporting financing does not affect the implementation of the issuance of shares to purchase assets. (IV) price of shares issued this time
1. Price and number of shares issued for the purchase of assets
The pricing benchmark date for the purchase of assets by issuing shares is the date of announcement of the resolution of the 41st meeting of the seventh board of directors of the listed company, that is, August 7, 2021. The average trading price of the company's shares in the 20 trading days, 60 trading days and 120 Trading days before the pricing benchmark date is as follows:
Unit: yuan / share
S / N transaction average price type transaction average price transaction average price 90%
1. The average price of 20 trading days before the pricing benchmark date is 3.50 3.15
2. The average price of 60 trading days before the pricing benchmark date is 3.64 3.28
3. The average price of 120 trading days before the pricing benchmark date is 3.73 3.36
Through friendly negotiation between all parties to the transaction, the issue price of the shares for the purchase of assets is determined to be 3.44 yuan / share, which is no less than 90% of the average transaction price of the shares 20, 60 and 120 trading days before the pricing benchmark date. The final issue price must be approved by the CSRC. From the pricing base date to the issuance date, if the company has ex dividend and ex right behaviors such as dividend distribution, bonus shares, conversion of share capital or allotment of shares, the issuance price of the issued shares to purchase assets will be adjusted accordingly in accordance with the relevant provisions of the CSRC and the Shanghai Stock exchange.
2. Price and quantity of shares issued by supporting financing
(1) Price of shares issued by supporting financing
The matching funds raised by this non-public offering of shares are issued through inquiry, and the pricing benchmark date is the first day of the issuance period. According to the relevant provisions of the measures for the administration of issuance, the issuance price of the supporting funds raised by the issuance of shares is no less than 80% of the average stock price of the 20 trading days before the pricing benchmark date. After the issuance is approved by the CSRC, the board of directors of the listed company will negotiate with the independent financial adviser (lead underwriter) of the issuance according to the authorization of the general meeting of shareholders, the provisions of relevant laws, administrative regulations and normative documents, and the inquiry.
From the pricing base date to the issuance date, if the company has ex rights and ex interests matters such as dividends, share distribution, allotment of shares, conversion of capital reserve into share capital, the issuance price of supporting funds raised by issuing shares will be adjusted accordingly, and the number of shares issued will be adjusted accordingly. If the aforesaid pricing method and issuance quantity are inconsistent with the latest regulatory requirements of the securities regulatory authority, the relevant parties will make corresponding adjustments according to the latest regulatory opinions of the regulatory authority. (2) Number of shares issued by supporting financing
The total amount of the supporting funds raised this time shall not exceed 150 million yuan, and the amount of the supporting funds raised shall not exceed 100% of the transaction price of the assets purchased by issuing shares in this transaction (excluding the transaction price corresponding to the part of the underlying assets increased in cash by the counterparty within six months before and during the suspension of this transaction). The number of shares issued by this supporting financing will not exceed 30% of the total share capital of the listed company after the issuance of shares to purchase assets.
If the raising of matching funds will cause the number of shares issued to exceed 30% of the total share capital of the company after the issuance of shares to purchase assets, the number of shares issued by the raising of matching funds will be determined according to the above-mentioned issuance ceiling, and the total amount of matching funds raised will be reduced accordingly.
The final issuance quantity will be determined by the listed company through consultation with the independent financial consultant (lead underwriter) according to the subscription quotation after being approved by the CSRC.
If the aforesaid pricing method and issuance quantity are inconsistent with the latest regulatory requirements of the securities regulatory authority, the relevant parties will make corresponding adjustments according to the latest regulatory opinions of the regulatory authority.
(V) share lock up period
1. Share lock up period for issuing shares to purchase assets
(1) Innovation group
According to the agreement on issuing shares to purchase assets and the commitments issued by innovation group, in this transaction, innovation group made the following commitments on the lock-in period of the shares obtained in the issuance of shares to purchase assets:
"I. The Beijing Hualian Hypermarket Co.Ltd(600361) consideration shares subscribed by the unit shall not be transferred from the date of listing of the consideration shares to the expiration of 36 months.
2、 Within 6 months after the completion of this transaction, if the closing price of Beijing Hualian Hypermarket Co.Ltd(600361) shares is lower than the issue price for 20 consecutive trading days, or the closing price at the end of 6 months after the completion of this transaction is lower than the issue price, the above locking period of the consideration shares subscribed by this unit will be automatically extended for at least 6 months. If this transaction is suspected of false records, misleading statements or major omissions in the information provided or disclosed, it is filed for investigation by the judicial organ or transferred by the CSRC
