Huatai United Securities Co., Ltd
about
Beijing Hualian Hypermarket Co.Ltd(600361) industrial policies and transaction types of this transaction
of
Verification opinions of independent financial advisor
Independent financial advisor
Date of signature: January, 2002
Statement and commitment
Huatai United Securities Co., Ltd. (hereinafter referred to as "the independent financial consultant") is entrusted by Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as "the listed company") to act as the independent financial consultant of the listed company for the sale of major assets, the issuance of shares, the purchase of assets and the raising of supporting funds and related party transactions (hereinafter referred to as "the transaction").
The independent financial adviser's verification opinions are in accordance with the implementation plan of the merger and reorganization audit separation system of the CSRC, the notice on cooperating with the relevant work of the merger and reorganization audit separation system of the stock exchange and other relevant regulations and requirements, in accordance with the recognized business standards and ethics of the securities industry, and with the attitude of honesty, credit and diligence, Issued after due diligence and careful verification of relevant declaration and disclosure documents of listed companies for reference by CSRC, stock exchanges, investors and relevant parties.
As the independent financial adviser of this transaction, the opinions are put forward on the basis of assuming that all parties to this transaction fully perform all their obligations and assume all their responsibilities in accordance with the terms of relevant agreements and commitments. The independent financial adviser hereby makes the following statements and commitments on relevant matters:
1. The independent financial advisor has no relationship with the parties to this transaction. The independent financial advisor issues the independent financial advisor's verification opinions on this transaction based on the principles of objectivity and impartiality.
2. The documents and materials on which the independent financial adviser's verification opinions are based are provided by the relevant parties to the independent financial adviser. The relevant parties are responsible for the authenticity, accuracy and integrity of the materials provided. The relevant parties guarantee that there are no false records, misleading statements or major omissions, and are responsible for the legitimacy, authenticity, accuracy and Integrity shall bear individual and joint legal liabilities. The verification opinion issued by the independent financial adviser is based on the assumption that all parties to the transaction fully perform all their obligations in accordance with the terms and commitments of relevant agreements. If the above assumption is not tenable, the independent financial adviser will not bear any risk liability arising therefrom.
Section I verification opinions of independent financial advisor
In accordance with the relevant provisions and requirements of the guidelines for the application of regulatory rules - listing category No. 1 and the guidelines for the application of self regulatory rules of listed companies on Shanghai Stock Exchange No. 1 - major asset restructuring of the CSRC, The independent financial advisor reviewed the report on sale of Beijing Hualian Hypermarket Co.Ltd(600361) major assets and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft) related to this transaction and the materials provided by all parties, and issued this special verification opinion on relevant matters.
I Whether the industries or enterprises involved in this asset restructuring belong to the "leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade digital control machine tools and Siasun Robot&Automation Co.Ltd(300024) " determined in the guidelines for the application of regulatory rules - listing No. 1 of China Securities Regulatory Commission , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry; Other industries in urgent need of accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council "
The main business of listed companies is supermarket retail. This transaction intends to purchase 100% equity of innovative metal. The main business of innovative metal is the research, development, production and processing of aluminum alloy and its products.
According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industry of listed companies is "f52 retail industry", and the industry of innovative metals is "C32 non-ferrous metal smelting and rolling processing", It does not belong to the "leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " determined in the guidelines for the application of regulatory rules - listing No. 1 of China Securities Regulatory Commission , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry; Other industries or enterprises that need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council.
After verification, The independent financial adviser believes that the industries and enterprises involved in this transaction do not belong to the "leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine, agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " determined in the guidelines for the application of regulatory rules - listing No. 1 of the CSRC , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry; Other industries or enterprises that need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council.
2、 Whether the transaction type involved in this asset reorganization belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes reorganization and listing
The main business of listed companies is supermarket retail. This transaction intends to purchase 100% equity of innovative metal. The main business of innovative metal is the research, development, production and processing of aluminum alloy and its products. This transaction does not belong to M & A in the same industry or upstream and downstream M & A.
36 months before the transaction, the controlling shareholder of the listed company was Hualian Group Investment Holding Co., Ltd. and the actual controller was Hainan Cultural Exchange Promotion Association. After the completion of this transaction, the actual controller of the listed company is changed to Mr. Cui Lixin. In view of this transaction, the listed company purchased assets from Cui Lixin, Yang Aimei, Geng Hongyu, Wang Wei and Shandong innovation group Co., Ltd. within 36 months from the date of change of control, and the relevant indicators exceeded 100% of the corresponding indicators of the listed company, according to the conditions for reorganization and listing in Article 13 of the measures for the administration of reorganization and other documents, This transaction constitutes reorganization and listing.
After verification, the independent financial adviser believes that this transaction does not belong to M & A in the same industry or upstream and downstream M & A, and this transaction constitutes reorganization and listing.
3、 Whether the reorganization involves the issuance of shares
In this transaction, the listed company plans to sell all assets and liabilities to the controlling shareholder Hualian Group Investment Holding Co., Ltd., and issue shares to all shareholders of innovative metals such as innovation group, Cui Lixin, Yang Aimei, Geng Hongyu, Wang Wei and Tianjin Rongqi enterprise management partnership (limited partnership) to purchase 100% equity of innovative metals, At the same time, supporting funds shall be raised.
After verification, the independent financial adviser believes that this transaction involves the issuance of shares.
4、 Whether the listed company has been filed for inspection by the CSRC and has not been closed
After verification, as of the date of issuance of this verification opinion, there is no case of the listed company that has not been closed by the CSRC.
Section II independent financial advisor's concluding comments
After verification of the report on sale of Beijing Hualian Hypermarket Co.Ltd(600361) major assets and issuance of shares to purchase assets and raising supporting funds and related party transactions (Draft) related to this transaction and the materials provided by all parties, the independent financial adviser believes that:
1、 The industries and enterprises involved in this transaction do not belong to the "leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " determined in the guidelines for the application of regulatory rules - listing No. 1 of the CSRC , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry; Other industries or enterprises that need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council;
2. This transaction does not belong to M & A in the same industry or upstream and downstream M & A, and this transaction constitutes reorganization and listing;
3. This transaction involves the issuance of shares;
4. There is no case of a listed company that has not been closed by the CSRC.
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(there is no text on this page, which is the signature and seal page of the verification opinions of Huatai United Securities Co., Ltd. on Beijing Hualian Hypermarket Co.Ltd(600361) the industrial policies and transaction types of this transaction) financial advisor sponsor:
Yang Qian, Jia Ming, Zhang Tao
Huatai United Securities Co., Ltd. (seal) January 26, 2022
