Huatai United Securities Co., Ltd
about
Beijing Hualian Hypermarket Co.Ltd(600361) matters related to the “face change” of performance before the major asset restructuring or the proposed disposal of assets in this restructuring
of
Special verification opinions
Independent financial advisor
Date of signature: January, 2002
interpretation
In this verification opinion, unless the context otherwise requires, the following words have the following meanings:
This transaction and this reorganization refer to the sale of Beijing Hualian Hypermarket Co.Ltd(600361) major assets and the purchase of assets by issuing shares, while raising supporting funds from non-public issuance of shares to specific investors
Hualian Group refers to Beijing Hualian Group Investment Holding Co., Ltd
Beijing Hualian Hypermarket Co.Ltd(600361) , listed company, public index Beijing Hualian Hypermarket Co.Ltd(600361) company
Hongju industry refers to Hainan Hongju Industry Co., Ltd
Beijing Hualian Department Store Co.Ltd(000882) refers to Beijing Hualian Department Store Co.Ltd(000882)
Finance company refers to Hualian Finance Co., Ltd
Haikou Jinshui refers to Haikou Jinshui Industrial Co., Ltd
Yangpu wanlitong refers to Yangpu wanlitong Technology Co., Ltd
Hainan Yixiong refers to Hainan Yixiong Commercial Investment Management Co., Ltd
Shi Nong international refers to Beijing Hualian Shi Nong International Trade Co., Ltd
Shaanxi Shilong refers to Shaanxi Shilong Fruit Co., Ltd
Taihetong architecture refers to Beijing Taihetong Jindian Architectural Decoration Engineering Co., Ltd
Hualian SKP refers to Beijing Hualian (SKP) Department Store Co., Ltd
Joint innovation refers to Beijing Joint Innovation International Business Consulting Co., Ltd
Shaanxi SKP refers to Hualian SKP (Shaanxi) Department Store Co., Ltd
Hualian fashion refers to Beijing Hualian Fashion Department Store Co., Ltd
Hainan guangxinlian refers to Hainan guangxinlian Real Estate Co., Ltd
Hualian Jiahe refers to Beijing Hualian Jiahe Investment Management Co., Ltd
SKP catering refers to Beijing Hualian (SKP) Catering Management Co., Ltd
SKP fashion catering refers to Beijing SKP fashion Catering Management Co., Ltd
Hualian Costa refers to Hualian Costa (Beijing) Catering Management Co., Ltd
BHG department store refers to BHG (Beijing) Department Store Co., Ltd
Yinchuan Hualian cinema refers to Yinchuan Hualian Cinema Management Co., Ltd
Hualian factoring refers to Hualian (Beijing) commercial factoring Co., Ltd
Baotou dingxinyuan refers to Baotou dingxinyuan Business Management Co., Ltd
Hualianruihe refers to Beijing hualianruihe Innovation Technology Service Co., Ltd
Hualian xinchuangyi refers to Beijing Hualian xinchuangyi Technology Co., Ltd
Baihaoji department store refers to Beijing baihaoji community Department Store Co., Ltd
Independent financial consultant refers to Huatai United Securities Co., Ltd
This transaction and this reorganization refer to the sale of Beijing Hualian Hypermarket Co.Ltd(600361) major assets and the purchase of assets by issuing shares, while raising supporting funds from non-public issuance of shares to specific investors
CSRC and CSRC refer to China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
The benchmark date refers to September 30, 2021
The last three years refer to 2018, 2019 and 2020
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Huatai United Securities Co., Ltd. is entrusted by Beijing Hualian Hypermarket Co.Ltd(600361) to act as
This Beijing Hualian Hypermarket Co.Ltd(600361) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions
Independent financial advisor. As the independent financial advisor of this transaction, in accordance with
Guidelines for the application of regulatory rules – listing class No. 1 issued in July 2020
The relevant requirements of the verification requirements for abnormal performance or proposed assets before reorganization of the company, and the relevant matters of listed companies
Carry out special verification and issue clear special verification opinions.
1、 Performance of commitments after listing, and whether there are non-standard commitments, unfulfilled commitments or unfulfilled commitments
Completed situation
(I) performance of commitments
According to the industrial and commercial registration data provided by Beijing Hualian Hypermarket Co.Ltd(600361) , the year of public disclosure in the designated information disclosure media
The report and other documents and the instructions issued, Beijing Hualian Hypermarket Co.Ltd(600361) made an initial public offering on November 29, 2001
After that, on December 13, 2012, Hainan Hongju Industrial Co., Ltd., Hualian Group and its shares
East signed the capital increase agreement of Beijing Hualian Group Investment Holding Co., Ltd., which agreed that Hongju industry
Million yuan to subscribe for the increased registered capital of Hualian Group. After the capital increase, the registered capital of Hualian Group increased from 80000.00
The shareholding ratio of Hongju industry reached 30.43%, becoming the first in Hualian Group
Major shareholders. Since the actual controller of Hongju industry is Hainan Cultural Exchange Promotion Association, the actual control of listed companies
The international controller was changed to Hainan Cultural Exchange Promotion Association.
According to the annual report and other documents publicly disclosed by Beijing Hualian Hypermarket Co.Ltd(600361) in the designated information disclosure media and the documents issued
Explain and log in the column of compliance with the commitment of regulatory information disclosure on the official website of Shanghai stock exchange through the independent financial adviser
（ http://www.sse.com.cn./disclosure/credibility/supervision/promisho/ ）Etc., from Hualian comprehensive
The listed company and its controlling shareholders, persons acting in concert, actual controllers
Major public commitments made by directors, supervisors and senior managers and their performance (excluding this restructuring)
Commitments made by relevant parties) are as follows:
Serial number commitment party commitment type main commitment content commitment time performance type
When the company applied for public offering for the first time, the largest share of the company was northeast Jinghua
United Group Investment Holding Co., Ltd. (formerly known as “Hainan National Industrial Development Co., Ltd
(1) hualianjijietong Co., Ltd.) issued a letter of commitment on non competition to the company, promising that after performing the group competition Beijing Hualian Hypermarket Co.Ltd(600361) on November 6, 2001 and becoming a listed company, it, its holding subsidiaries and its
None of the companies with control will engage in any business that constitutes substantial competition with the company
And guarantee not to engage in, participate in or conduct business with the company directly or indirectly
Serial number commitment party commitment type main commitment content commitment time performance type
Any activity that competes with the business to avoid horizontal competition with the company
Fight.
When the company applied for issuing corporate bonds in 2009, the company’s largest shareholder was Beijing
Hualian Group Investment Holding Co., Ltd. (“Hualian Group”) issued a commitment to the company
The promise letter makes the following commitments: (1) before December 31, 2009, China
Lianhe group will take all or part of the following specific measures to reduce Beijing Hualian Hypermarket Co.Ltd(600361)
The loan amount guaranteed for Hualian Group was reduced to 300 million yuan
Currency to relieve Beijing Hualian Hypermarket Co.Ltd(600361) of relevant guarantee obligations and liabilities: 1) seek a third party
Replace Beijing Hualian Hypermarket Co.Ltd(600361) as the guarantor of such loans; 2) Pay off such borrowings in advance
Payment; 3) Repayment due. (2) Since item (1) of the letter of commitment
From the date of performance (but within the validity period of the mutual insurance agreement), hualianji
The mission requested Beijing Hualian Hypermarket Co.Ltd(600361) to provide support to Hualian Group and its holding subsidiaries
The total loan balance of guaranteed financial institutions will not exceed 900 million yuan. （3）
From the date of signing the letter of commitment (but within the validity period of the mutual insurance agreement),
2. Other companies of hualianji, such as Beijing Hualian Department Store Co.Ltd(000882) (” Beijing Hualian Department Store Co.Ltd(000882) “), require Beijing Hualian Hypermarket Co.Ltd(600361) to contribute to Jinzhong for Beijing Hualian Department Store Co.Ltd(000882) or its holding subsidiaries in accordance with the agreement of the normal performance group meeting of Mutual Insurance Association on April 27, 2009
Financial institutions apply for RMB loans or provide any guarantee for public issuance of bonds, then
Hualian Group will correspondingly reduce Beijing Hualian Hypermarket Co.Ltd(600361) to the control of Hualian Group and Hualian Group
The equivalent amount of guarantee provided for the loan of a joint-stock subsidiary (which has been guaranteed in accordance with Article 1 above)
The reduced amount is also included). In order to achieve the above purpose, if the above circumstances occur
, Hualian Group and its holding subsidiaries will adopt the following
Specific measures in whole or in part to relieve Beijing Hualian Hypermarket Co.Ltd(600361) of relevant guarantee obligations
And responsibilities: 1) Hualian Group guaranteed by Beijing Hualian Hypermarket Co.Ltd(600361) and the controlling shareholder of Hualian Group
If the loan repayment period of a joint-stock subsidiary expires, the controlling shareholders of Hualian Group and Hualian Group
The subsidiary will pay off the relevant borrowings on schedule; 2) Hua guaranteed by Beijing Hualian Hypermarket Co.Ltd(600361)
The borrowings of the holding subsidiaries of Hualian Group and Hualian Group are still in the performance period at that time
, Hualian Group and its holding subsidiaries will pay off the relevant borrowings in advance
Or Hualian Group seeks a third party to replace Beijing Hualian Hypermarket Co.Ltd(600361) as the guarantor.
When the company applied for issuing corporate bonds in 2009, Hualian Group issued a certificate to the company
Hualian has collected the letter of commitment and made the following commitments: from the date of signing the letter of commitment, the three regiments will normally perform other tasks. If there are any problems due to the business status of Hualian Finance Co., Ltd., it will be released on April 27, 2009
Hualian Group will compensate for the loss of the company’s deposits in the finance company
All direct losses.
Hualianji has established an equity incentive mechanism for management. According to the commitment of share reform, in 2005
The audited annual financial report of the group and China in 2006, if the company from 2004 to 2006
Joint stock
