Beijing Jindu law firm
About Beijing Hualian Hypermarket Co.Ltd(600361)
Special verification opinions on the “face change” of performance before major asset restructuring or the proposed acquisition of assets in this restructuring
To: Beijing Hualian Hypermarket Co.Ltd(600361)
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies and other laws, administrative regulations, departmental rules and normative documents, Beijing Jindu law firm (hereinafter referred to as “the firm”) accepts the entrustment of Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as ” Beijing Hualian Hypermarket Co.Ltd(600361) ” or “listed company”), As a special legal adviser for Beijing Hualian Hypermarket Co.Ltd(600361) the sale of major assets, the issuance of shares, the purchase of assets, the raising of supporting funds and related party transactions (hereinafter referred to as “this transaction” or “this reorganization”), in accordance with the requirements of the guidelines for the application of regulatory rules – listing class No. 1 issued by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Check the relevant matters of this transaction and issue special verification opinions (hereinafter referred to as “the verification opinions”).
In response to this verification opinion, the Institute hereby makes the following statement:
1. The exchange promises to express legal opinions based on the facts that have occurred or existed before the issuance date of this verification opinion and related to this reorganization, the documents provided by Beijing Hualian Hypermarket Co.Ltd(600361) , the current laws and regulations of China (for the purpose of this verification opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) and the relevant provisions of the CSRC;
2. We have obtained Beijing Hualian Hypermarket Co.Ltd(600361) ‘s guarantee and commitment that all legal documents and materials (including original written materials, duplicate materials or oral testimony) provided by Beijing Hualian Hypermarket Co.Ltd(600361) are complete, true and effective, and all facts have been disclosed to us without any concealment, omission, falsehood or misleading, and all copies are consistent with the original, The signatures and seals on all documents and materials are true, and all factual materials necessary for issuing this verification opinion have been provided to the exchange, and the exchange shall be legally liable for the foregoing guarantees and commitments;
3. For the fact that this verification opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents, testimonies or documents issued or provided by relevant asset trading parties, government departments, other relevant units or relevant persons to issue legal opinions;
4. This verification opinion is only used for Beijing Hualian Hypermarket Co.Ltd(600361) the purpose of reporting the reorganization to the CSRC and Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), and shall not be used for any other purpose.
The exchange agrees to take this verification opinion as the legal document of this transaction, report it to the CSRC and Shanghai stock exchange together with other materials, and bear corresponding legal liabilities for the verification opinion issued in accordance with the law.
In accordance with the relevant laws and regulations and the relevant provisions of the CSRC, and in accordance with the business standards, ethics and the principle of diligence and due diligence recognized by the lawyer industry, the exchange hereby issues the following special verification opinions:
1、 With regard to the performance of relevant commitments after Beijing Hualian Hypermarket Co.Ltd(600361) listing, whether there are non-standard commitments, unfulfilled commitments or unfulfilled commitments
According to the description of Beijing Hualian Hypermarket Co.Ltd(600361) and the annual reports and other documents publicly disclosed over the years, and the lawyers of the exchange inquire about the “performance of commitments” of listed companies on the website of Shanghai Stock Exchange（ http://www.sse.com.cn./disclosure/credibility/supervision/promisho/ ）From the listing of Beijing Hualian Hypermarket Co.Ltd(600361) to the issuance date of this verification opinion, the main commitments made by Beijing Hualian Hypermarket Co.Ltd(600361) and its controlling shareholders, persons acting in concert and other relevant commitment subjects and their performance (excluding the commitments made by relevant parties in this reorganization) are shown in the attachment to this verification opinion.
According to the description of Beijing Hualian Hypermarket Co.Ltd(600361) and the annual reports and other documents publicly disclosed over the years, and the lawyers of the exchange inquire the public information of listed companies such as “regulatory measures” and “performance of commitments” on the website of Shanghai Stock Exchange, as well as the inquiry platform of dishonesty records in the securities and futures market（ http://neris.c
2、 With regard to the standardized operation of Listed Companies in the past three years, whether there are illegal fund occupation, illegal external guarantee and other situations, whether the listed company and its controlling shareholders, actual controllers, current directors, supervisors and senior managers have been subject to administrative and criminal penalties, and whether they have been taken regulatory measures by the exchange Whether disciplinary action or administrative supervision measures taken by the dispatched office of the CSRC are being filed for investigation by the judicial organ, filed for investigation by the CSRC or investigated by other competent departments
(I) whether the listed company has occupied funds in violation of regulations and provided external guarantees in the past three years
According to the 2018 annual report, 2019 annual report and 2020 annual report publicly disclosed by Beijing Hualian Hypermarket Co.Ltd(600361) , the audit report issued by Zhitong Certified Public Accountants (special general partnership) (Zhitong Shenzi (2019) No. 110za6192, Zhitong Shenzi (2020) No. 110za6062, Zhitong Shenzi (2021) No. 110a013412 and Zhitong zhuanzi (2019) No. 110za4331 Zhitong zhuanzi (2020) No. 110za4231 and Zhitong zhuanzi (2021) No. 110a008681 “special instructions on occupation of non operating funds and other related capital transactions”, the opinions of independent directors of listed companies and the instructions and commitments provided by Beijing Hualian Hypermarket Co.Ltd(600361) and its controlling shareholders, and the lawyers of the exchange log in to the websites of securities regulatory authorities such as Shanghai stock exchange for inquiry, Beijing Hualian Hypermarket Co.Ltd(600361) in the past three years, there has been no illegal occupation of funds by controlling shareholders and their related parties, and there has been no illegal external guarantee.
(II) whether the listed company and its controlling shareholders, actual controllers, current directors, supervisors and senior managers have been subject to administrative or criminal punishment in the past three years, whether they have been subject to regulatory measures or disciplinary measures taken by the exchange or administrative regulatory measures taken by the dispatched office of the CSRC, and whether they are being filed for investigation by the judicial organ Being filed for investigation by the CSRC or being investigated by other competent departments
According to the announcement documents of Beijing Hualian Hypermarket Co.Ltd(600361) in the last three years, Beijing Hualian Hypermarket Co.Ltd(600361) and the instructions and commitments provided by its controlling shareholders, actual controllers, directors, supervisors and senior managers, and through the lawyers of this exchange, log in to the official website of Shanghai Stock Exchange（ http://www.sse.com.cn./disclosure/credibility/supervision/measures/ ）. inquiry platform for dishonesty records of securities and futures market（ http://neris.c
Date of handling the object involved in the handling cause of supervision type
Regulatory attention: clarify the regulatory requirements and actual controllers of listed companies and controlling shareholders in July 2021 on the pledge of shares of the company’s controlling shareholders
In addition to the above matters, as of the date of issuance of this verification opinion, Beijing Hualian Hypermarket Co.Ltd(600361) and its controlling shareholders, actual controllers, current directors, supervisors and senior managers have not been subject to criminal punishment or administrative punishment (except those obviously unrelated to the securities market) in the past three years; (2) Being subject to regulatory measures or disciplinary sanctions by the stock exchange or administrative regulatory measures by the dispatched office of the CSRC; Or (3) being put on file for investigation by judicial organs, by CSRC or by other competent departments due to suspected crimes.
To sum up, the exchange believes that:
1. The main public commitments of the listed company after the initial public offering and listing of shares disclosed in this verification opinion do not have non-standard commitments or fail to fulfill commitments according to law;
2. From January 1, 2018 to the date of issuance of this verification opinion, the listed company has not occupied funds in violation of laws and regulations and the articles of association or provided external guarantees in violation of regulations in the past three years;
3. From January 1, 2018 to the issuance date of this verification opinion, except for the regulatory concern letter disclosed in this verification opinion, the listed company and its controlling shareholders, actual controllers, current directors, supervisors and senior managers have not been subject to administrative punishment (except those obviously unrelated to the securities market) or criminal punishment in the past three years, There are no other circumstances in which the stock exchange has taken regulatory measures or disciplinary measures, or the agency of the CSRC has taken administrative regulatory measures, or the case is being filed and investigated by the judicial organ, the CSRC or other competent departments for suspected crime.
4. This reorganization complies with the relevant provisions of the guidelines for the application of regulatory rules – listing class No. 1.
This verification opinion is made in quadruplicate.
(there is no text below, followed by the page of signature and seal)
(there is no text on this page, which is the signature and seal page of the special verification opinions of Beijing Jindu law firm on the “face change” of performance before the Beijing Hualian Hypermarket Co.Ltd(600361) major asset reorganization or the proposed assets in this reorganization)
Handling lawyer of Beijing Jindu law firm:
Sun Ji
Jia Xiaohan
Person in charge:
Wang Ling
Attachment of January 26, 2002: Beijing Hualian Hypermarket Co.Ltd(600361) and its controlling shareholders, persons acting in concert and other relevant commitment subjects made major commitments and performance of commitments
Sequence commitment party commitment content commitment period performance number type
When the company applies for public offering of shares for the first time,
Beijing Hualian Group Investment Holding Co., Ltd., the largest shareholder of the company
Ltd. (formerly known as “Hainan national industrial development stock”)
Ltd. “, hereinafter referred to as” Hualian Group “)
The company issued a letter of commitment on non competition, which promised that it would be normal in November 2001 After the peers of Hualian Group became a listed company in Beijing Hualian Hypermarket Co.Ltd(600361) , they themselves, 6 days to long-term competition, and their holding subsidiaries and companies with control rights are not effectively engaged in the industry that constitutes substantive competition with the company
And undertakes not to engage in, participate in or
Engage in any competition with the operation and business of the company
Activities to avoid horizontal competition with the company.
The original four shareholders of non tradable shares are Hualian Group and Haiyang group
Nan Yixiong Commercial Investment Management Co., Ltd. (hereinafter referred to as “the company”)
Known as “Hainan Yixiong”), Beijing Hualian Commercial Building Co., Ltd
Ltd. (hereinafter referred to as ” Beijing Hualian Department Store Co.Ltd(000882) “)
Haikou Jinsui Industrial Co., Ltd. (hereinafter referred to as “Haikou”)
Koujinsui “) was in 2005 when the company implemented the share reform
On August 19, 2009, Hualian promised to establish equity incentive for management
Group, Hualian and unit mechanism. According to the commitment of share reform, the company in 2005 and 2006
The audited annual financial report of the company in 2005, if the company is normal in August 2005, 2 The compound annual growth rate of the net profit promised by puwanliguan from the 19th day to the long-term performance of Tong and Hainan from 2004 to 2006 after deducting non recurring profits and losses reached or exceeded 25%, which was 100 million Xiong in effect, that is, if the non recurring profits and losses were deducted in 2006
The net profit reaches or exceeds 150.8288 million yuan, and the company
The financial reports of the company for 2005 and 2006 were released
If there is a standard audit opinion, the “additional consideration” shall be paid
“Commitment” refers to
