Securities code: 600361 securities abbreviation: Beijing Hualian Hypermarket Co.Ltd(600361) Announcement No. [2022-008] Beijing Hualian Hypermarket Co.Ltd(600361)
About this major asset restructuring involving controlling shareholders and actual controllers
And other suggestive announcements of changes in shareholders' equity of more than 5%
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Changes in equity this time
On January 26, 2022, Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as "the company" and "listed company") held the 45th meeting of the seventh board of directors, deliberated and adopted the proposal on the sale of major assets, issuance of shares, purchase of assets, raising supporting funds and related party transactions of the company and other proposals related to this major asset restructuring, as follows:
This major asset reorganization of the company consists of three parts: the sale of major assets, the issuance of shares to purchase assets and supporting raised funds (hereinafter referred to as "this major asset reorganization" or "this transaction" or "this reorganization").
1. Sale of major assets: the company plans to sell all assets and liabilities up to the benchmark date to the controlling shareholder Beijing Hualian Group Investment Holding Co., Ltd. (hereinafter referred to as "Hualian Group") or its designated third party, and the asset counterparty will pay the consideration in cash.
2. Issuing shares to purchase assets: the company purchases 100% shares of innovative metal held by innovative group, Cui Lixin, Yang Aimei, Geng Hongyu, Wang Wei and innovative metal financial investors by issuing shares. After the completion of this transaction, the company will hold 100% equity of innovative metal (hereinafter referred to as "underlying assets" or "embedded assets"). The consideration of this asset transaction is 11482 million yuan. The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the 41st meeting of the seventh board of directors. The issue price of this issue is 3.44 yuan / share after consensus and determination of all parties. During the period from the pricing base date to the issuance date, if the ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital are implemented, the
The issuing price shall be adjusted accordingly in accordance with the relevant rules of Shanghai Stock Exchange.
3. Supporting funds raised: the total amount of supporting funds raised by this issuance of shares shall not exceed 150 million yuan
The transaction price of assets purchased by issuing shares in this transaction (excluding the suspension of trading by the counterparty in this transaction)
Within the first six months and during the suspension period, 100% of the corresponding transaction price of the underlying assets with cash capital increase, and
The number of shares to be issued for financing will not exceed 30% of the total share capital of the listed company after the issuance of shares to purchase assets.
The above-mentioned major asset sales, issuance of shares and purchase of assets shall take effect at the same time, which are preconditions for each other. Raise supporting funds
Gold is subject to the sale of major assets and the purchase of assets by issuing shares, and its success does not affect the sale of major assets
Implementation of issuing shares to purchase assets.
See the website of Shanghai Stock Exchange on the same day for details（ http://sse.com.cn. ）And information disclosure designated by the company
Sale of Beijing Hualian Hypermarket Co.Ltd(600361) major assets and issuance of shares to purchase assets and raise funds issued by the media
Supporting funds and related party transactions report (Draft) and abstract.
2、 Changes of controlling shareholders and actual controllers before and after the transaction
Before this transaction, the controlling shareholder of the listed company was Hualian Group, and the actual controller was Hainan Cultural Exchange Promotion Association.
After this transaction, the controlling shareholder of the listed company will be changed to innovation group, and the actual controller will be changed to Cui Lixin.
3、 Shareholding of other shareholders of more than 5% before and after this equity change
Before and after the completion of this transaction, the share capital structure of the listed company is as follows:
Before and after this transaction
Number of shares held by shareholders
Shareholding ratio (share)
Hualian Group 194195951 29.17% 194195951 4.85%
Beijing Hualian Department Store Co.Ltd(000882) 3,549,000 0.53% 3,549,000 0.09%
Total of controlling shareholders and their related parties: 197744951 29.70% 197744951 4.94%
Hainan Yixiong Commercial Investment Management Co., Ltd. 90248350 13.55% 90248350 2.25%
Yangpu wanlitong Technology Co., Ltd. 78063470 11.72% 78063470 1.95%
Innovation group - 1470695054 36.73%
Cui Lixin -- 704170890 17.59%
Yang Aimei -- 115891558 2.89%
Geng Hongyu -- 80202643 2.00%
Before and after this transaction
Number of shares held by shareholders
Shareholding ratio (share)
Wang Wei -- 80202643 2.00%
Total of Cui Lixin and persons acting in concert -- 2451162788 61.22%
Tianjin Rongqi enterprise management partnership (limited partnership) -- 145348837 3.63%
Tianjin Yuanfeng Panhao enterprise management center (limited partnership) -- 43604651 1.09%
CPE Investment （Hong Kong） 2018 Limited - - 101,744,186 2.54%
Qingdao SAIC innovation and upgrading industry equity investment fund partnership (limited partnership -- 58139534 1.45%)
Jiaxing Shangqi Hengxu investment partnership (limited partnership) -- 58139534 1.45%
Yangzhou Shangqi automobile industry equity investment fund (limited partnership) -- 11627906 0.29%
Foshan shangdelian automobile equity investment partnership (limited partnership) -- 11627906 0.29%
Crescent Alliance Limited - - 95,930,232 2.40%
Dylan Capital Limited - - 29,069,767 0.73%
Wuxi Yunhui new automobile industry investment management partnership (limited partnership) -- 44186046 1.10%
Wuxi Yunhui phase II new automobile industry investment management partnership (limited partnership) -- 57558139 1.44%
Ningbo Meishan free trade port Xicheng investment partnership (limited partnership) -- 37790697 0.94%
Qingdao Yuqiao Runsheng equity investment partnership (limited partnership) -- 29069767 0.73%
Harbin Henghui Chuangfu equity investment center (limited partnership) -- 8720930 0.22%
Shandong Dinghui Baifu equity investment partnership (limited partnership) -- 29069767 0.73%
Shanghai CDH Baiyu investment partnership (limited partnership) -- 29069767 0.73%
Shandong Hongfan Industrial Co., Ltd. - 43604651 1.09%
Shandong Carter International Trade Co., Ltd. - 29069767 0.73%
Qingdao Chinese oak equity investment partnership (limited partnership) -- 14534883 0.36%
Shenzhen Qiushi Ruiyuan investment enterprise (limited partnership) -- 8720930 0.22%
Other A-share shareholders of listed companies 299751147 45.02% 299751147 7 7.49%
Total 665807918 100.00% 4003598603 100.00%
Note: the change of equity structure in the above table does not take into account the impact of supporting raised funds in this transaction.
4、 Other matters
In accordance with the securities law of the people's Republic of China and the measures for the administration of the acquisition of listed companies and other relevant provisions
The information disclosure obligors related to the change of the company's equity will perform the information disclosure obligations in accordance with the provisions. See the publication of relevant information on the same day for details
On Securities Daily, securities times and cninfo (www.cn. Info. Com. CN.) Beijing Hualian comprehensive
Report on sale of major assets and issuance of shares, purchase of assets and raising of supporting funds and related party transactions of hesupermarket Co., Ltd
Report (Draft), summary of Beijing Hualian Hypermarket Co.Ltd(600361) acquisition report and Beijing Hualian Hypermarket Co.Ltd(600361) simplified equity change report.
As of the date of Beijing Hualian Hypermarket Co.Ltd(600361) report on sale of major assets and issuance of shares to purchase assets and raising supporting funds and related party transactions (Draft) and summary disclosure, this major asset reorganization still needs the major shareholders of the company
