Beijing Hualian Hypermarket Co.Ltd(600361)
Explanation on whether this reorganization constitutes reorganization and listing
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”).
Before this transaction, the controlling shareholder of the listed company was Beijing Hualian Group, and the actual controller was Hainan Cultural Exchange Promotion Association. After the completion of this transaction, the controlling shareholder of the listed company was changed to innovation group and the actual controller was changed to Cui Lixin. Therefore, the control right of the listed company changed before and after this transaction.
In this transaction, the listed company plans to acquire 100% equity of innovative metal. According to the provisions of the reorganization management measures, the total assets, transaction amount, net assets, operating income and other indicators of this transaction are calculated as follows: unit: 10000 yuan
Total project assets net assets operating income
And transaction amount, whichever is higher
Innovative metal 1896896.99 1148200.00 4349208.62
Total project assets net assets operating income
Listed company 821768.91 280492.04 954868.15
The proportion of financial indicators is 230.83%, 409.35% and 455.48%
Note: the data of the target company and listed company are the audited total assets, net assets and operating income generated in 2020 as of December 31, 2020; Net assets are the owner’s equity attributable to the parent company.
In this transaction, the relevant indicators of the underlying assets to be purchased exceed 100% of the corresponding indicators of the listed company. Therefore, according to the provisions of the reorganization management measures, this transaction constitutes reorganization and listing.
It is hereby explained.
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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 whether this reorganization constitutes reorganization and listing)
Beijing Hualian Hypermarket Co.Ltd(600361) board of directors January 26, 2022
