Beijing Hualian Hypermarket Co.Ltd(600361) board of directors
On the completeness and legality of the legal procedures for the performance of this reorganization
And the validity of legal documents submitted
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.
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 to the controlling shareholder Beijing Hualian Group Investment Holding Co., Ltd. or its designated third party, and intends to sell them to Shandong innovation group Co., Ltd. (hereinafter referred to as "innovation group"), Cui Lixin, Yang Aimei, Geng Hongyu Wang Wei and the financial investors of Shandong innovative metal Technology Co., Ltd. (hereinafter referred to as "innovative metal") purchased 100% equity of innovative metal held by them by issuing shares to purchase assets, and raised supporting funds (hereinafter referred to as "this transaction"). According to the measures for the administration of major asset restructuring of listed companies and relevant provisions, this transaction involves the issuance of shares to purchase assets and constitutes a reorganization listing, which shall be submitted to the CSRC for examination and approval.
This transaction constitutes a major asset restructuring and a related party transaction. In accordance with 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, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the stock listing rules of Shanghai Stock Exchange and other laws and regulations According to the relevant provisions of the normative documents and the articles of association, the board of directors of the company carefully reviewed the completeness and compliance of the legal procedures for the transaction and the effectiveness of the legal documents submitted, and explained as follows:
1、 Notes on the completeness and compliance of the legal procedures for the performance of this transaction
(I) approval and authorization procedures and information disclosure obligations performed by the company for this transaction
1. Due to the uncertainty of relevant matters, in order to protect the interests of investors and avoid significant impact on the company's share price, according to the relevant provisions of Shanghai Stock Exchange, the company's share group suspension announcement (Announcement No. [2021-035]) was applied to Shanghai Stock Exchange.
2. According to the relevant provisions of Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties (Zheng Jian Gong Si Zi [2007] No. 128), after excluding the influence of factors in the same industry, the cumulative increase of the company's share price in the 20 trading days before the announcement was 1.04%, no more than 20%; After excluding the impact of market factors, the company's share price rose by - 3.94% in the 20 trading days before the announcement, not more than 20%.
3. During the planning of this transaction, the company took necessary and sufficient confidentiality measures with innovative metals, relevant counterparties, independent financial advisers, legal advisers to be hired, audit institutions with securities and futures qualifications, asset evaluation institutions and other intermediaries to limit the scope of knowledge of relevant sensitive information, The company has also signed a confidentiality agreement with various intermediaries.
4. The company registered the insiders involved in this transaction, conducted self-examination on their trading of the company's shares, and reported the list of insiders and self-examination to Shanghai Stock Exchange.
5. During the suspension period, the company fully demonstrated the transaction plan with relevant parties and intermediaries to be hired, communicated with relevant counterparties of the transaction, and prepared relevant documents of the transaction in accordance with the requirements of relevant laws, regulations and normative documents of major asset restructuring.
6. On August 6, 2021, the company held the 41st meeting of the 7th board of directors, deliberated and approved 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 relevant proposals. Related directors avoided voting on relevant proposals. On the basis of carefully reviewing the relevant documents of this transaction, the independent directors expressed independent opinions on this transaction.
7. On August 12, 2021, the company received the inquiry letter on the information disclosure of the reorganization plan of Beijing Hualian comprehensive Supermarket Co., Ltd. (SSE Gong Han [2021] No. 2657, hereinafter referred to as the "inquiry letter") from Shanghai Stock Exchange, requiring the company to reply to the relevant questions of the inquiry letter within 5 trading days. On September 16, 2021, the company and relevant parties replied to the questions listed in the inquiry letter and supplemented and revised the information disclosure documents related to this transaction. For details, see the reply announcement on the inquiry letter on information disclosure of Beijing Hualian Hypermarket Co.Ltd(600361) restructuring plan of Shanghai Stock Exchange (Announcement No.: 2021-053) and other documents disclosed by the company.
8. On November 1, 2021, the company passed the online platform of Shanghai Securities roadshow center（ http://roadshow.sseinfo.com. ）, the media briefing on major asset restructuring was held in the form of online interaction. For details, see the announcement on the holding of media briefing on major asset restructuring (Announcement No.: 2021-059) disclosed by the company on November 1, 2021.
9. On January 26, 2022, the company held the 45th meeting of the seventh board of directors, deliberated and approved the proposal on and its summary, and other proposals related to this transaction. Related directors avoided voting on relevant proposals. On the basis of carefully reviewing the relevant documents of this transaction, the independent directors expressed independent opinions on this transaction.
10. The counterparty has performed its internal decision-making and approval procedures for this transaction scheme.
11. The listed company signed the agreement on issuing shares to purchase assets and its supplementary agreement with effective conditions, the agreement on sale of major assets and its supplementary agreement with the counterparty, and the agreement on profit forecast compensation with innovation group, Cui Lixin, Yang Aimei, Geng Hongyu and Wang Wei.
(II) approval procedures to be performed for this transaction
The approval or approval required for this transaction includes but is not limited to:
1. The listed company held a general meeting of shareholders to consider and approve the proposals related to the transaction and the proposal that Cui Lixin and his concerted actors should be exempted from issuing tender offer;
2. The Anti Monopoly Bureau of the State Administration of market supervision and administration has examined and approved the concentration of business operators in this acquisition; 3. The CSRC's approval of this transaction;
4. Obtain other approvals, permits or records required by laws and regulations.
To sum up, the company has complied with relevant laws and regulations such as 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, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies In accordance with the provisions of the normative documents and the articles of association, the necessary legal procedures at this stage have been performed for matters related to this transaction, which are complete and compliant.
2、 Notes on the validity of legal documents submitted
In accordance with 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, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the standard for the contents and forms of information disclosure of companies offering securities to the public No. 26 - major asset restructuring of listed companies and other relevant laws and regulations According to the provisions of the normative documents and the articles of association, the board of directors and all directors of the company make the following statements and guarantees:
The legal documents submitted by the company for this transaction do not contain any false records, misleading statements or major omissions. The board of directors and all directors of the company shall bear individual and joint legal liabilities for the authenticity, accuracy and completeness of such documents.
To sum up, the board of directors of the company believes that the legal procedures performed by the company for this transaction are complete, comply with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, and the legal documents submitted to the CSRC and Shanghai stock exchange for this transaction are legal and effective.
It is hereby explained.
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Beijing Hualian Hypermarket Co.Ltd(600361) board of directors January 26, 2022
