Beijing Hualian Hypermarket Co.Ltd(600361) independent directors’ independent opinions on the termination of the commitments related to equity incentive by four shareholders including Hualian Group
According to the equity incentive policy and the actual situation of the company, the four shareholders of the company are Beijing Hualian Group Investment Holding Co., Ltd. (hereinafter referred to as “Hualian Group”), Beijing Hualian Department Store Co.Ltd(000882) (hereinafter referred to as ” Beijing Hualian Department Store Co.Ltd(000882) “), Yangpu wanlitong Technology Co., Ltd. (hereinafter referred to as “Yangpu wanlitong”) Hainan Yixiong Commercial Investment Management Co., Ltd. (hereinafter referred to as “Hainan Yixiong”) intends to terminate the performance of its commitments related to equity incentive, as follows:
(I) original commitment
According to the commitment issued by the company’s former non tradable shareholders Hualian Group, Hainan Yixiong, Beijing Hualian Department Store Co.Ltd(000882) and Haikou Jinshui Industrial Co., Ltd. (hereinafter referred to as “Haikou Jinshui”) on matters related to the split share structure reform of Beijing Hualian Hypermarket Co.Ltd(600361) in 2005 (hereinafter referred to as “original commitment”), If the compound annual growth rate of net profit after deducting non recurring profits and losses from Beijing Hualian Hypermarket Co.Ltd(600361) 2004 to 2006 reaches or exceeds 25%, and the standard audit opinion is issued for the financial reports of Beijing Hualian Hypermarket Co.Ltd(600361) 2005 and 2006 (Note: the above conditions have been reached afterwards), the above four original non tradable shareholders provide a total of 7 million Beijing Hualian Hypermarket Co.Ltd(600361) shares, It is used to establish the equity incentive system of Beijing Hualian Hypermarket Co.Ltd(600361) management. The Beijing Hualian Hypermarket Co.Ltd(600361) management can purchase this part of shares at the exercise price of 8.00 yuan per share. Beijing Hualian Hypermarket Co.Ltd(600361) if the capital reserve is converted into shares, stock dividends are paid or all shareholders reduce their shares in the same proportion, the total number of shares set above will be adjusted accordingly; Beijing Hualian Hypermarket Co.Ltd(600361) in case of profit distribution, conversion of capital reserve into shares, issuance of new shares, allotment of shares or reduction of shares by all shareholders in the same proportion, the exercise price set above will be adjusted accordingly. The specific implementation measures of the above management equity incentive system shall be separately formulated by the Beijing Hualian Hypermarket Co.Ltd(600361) board of directors. After two times of conversion of capital reserve into shares, the total number of shares previously set has been adjusted from 7 million shares originally promised to 11.83 million shares.
On July 21, 2011, Haikou Jinsui reduced all its Beijing Hualian Hypermarket Co.Ltd(600361) shares. The transferee Yangpu wanlitong agrees to undertake the outstanding management incentive commitment obligations of Haikou Jinsui after the transfer of shares.
In June 2014, according to the guidelines for the supervision of listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies issued by China Securities Regulatory Commission, the above four shareholders Hualian Group, Hainan Yixiong, Beijing Hualian Department Store Co.Ltd(000882) and Yangpu wanlitong further standardized the above commitments as follows: the above commitments made by the four shareholders, It will cooperate with the company to complete the performance within two years on the basis of policy permission. During this period, if the company puts forward new suggestions or plans on equity incentive, the four shareholders will actively cooperate. (II) reasons for non performance of commitments and intention to terminate performance of commitments
Since the company implemented the split share structure reform earlier, after the implementation was completed in August 2005, the CSRC issued the measures for the administration of equity incentive of listed companies (for Trial Implementation) in December 2005, which stipulates that the source of the underlying shares can be solved in the following ways: (I) issuing shares to incentive objects; (II) repurchase of shares of the company; (III) other methods permitted by laws and administrative regulations. In March 2008, the Memorandum No. 2 on matters related to equity incentive issued by China Securities Regulatory Commission further clarified the source of equity incentive shares: shareholders shall not directly give (or transfer) shares to incentive objects. From the issuance of the measures for the administration of equity incentive of listed companies (for Trial Implementation) by the CSRC in December 2005, to the issuance of the new measures for the administration of equity incentive of listed companies by the CSRC in July 2016, and to the revision of the measures for the administration of equity incentive of listed companies by the CSRC in August 2018, the provisions on the source of equity incentive shares have not changed.
Therefore, the above commitments made by the company’s shareholders have been unable to be implemented because they do not comply with the provisions of the equity incentive policy of the CSRC.
According to the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties issued by the CSRC in January 2022, “Under the following circumstances, the promisor may change or exempt the performance of the commitment: (I) the commitment cannot be performed due to objective reasons beyond his control such as relevant laws and regulations, policy changes and natural disasters; (II) other commitments that are really unable to be performed or are not conducive to the protection of the rights and interests of the listed company.” According to the equity incentive policy and the actual situation of the company, four shareholders Hualian Group, Hainan Yixiong, Beijing Hualian Department Store Co.Ltd(000882) and Yangpu wanlitong intend to terminate the performance of the above-mentioned relevant commitments.
The 45th meeting of the 7th board of directors of the company deliberated and adopted the above proposal on terminating the performance of commitments.
Based on my independent judgment, I hereby express the following independent opinions on this motion:
The termination of commitments complies with the provisions of the company law, the securities law, the guidelines for the supervision of listed companies No. 4 – commitments of listed companies and their related parties, the articles of association and other relevant laws, regulations and normative documents. The termination of the commitment is in line with the objective and actual situation of the company, and there is no damage to the interests of the company, shareholders, especially minority shareholders.
The board of directors of the company deliberated and approved the proposal on submitting the general meeting of shareholders to consider the termination of commitments related to equity incentive by four shareholders including Hualian Group. The convening, convening, deliberation and voting procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of Association. We agree to the termination of commitments this time.
Signature of independent director: Yan Junjun: Zhao Tianyan: Zhan Xingtao:
