Securities code: 600361 stock abbreviation: Beijing Hualian Hypermarket Co.Ltd(600361) Report No.: 2022 – 011 Beijing Hualian Hypermarket Co.Ltd(600361)
Announcement on four shareholders including Hualian Group’s intention to terminate the performance of commitments related to equity incentive
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.
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:
1、 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. 2、 Reasons for failure to fulfill commitments and intention to terminate the 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.
3、 This review procedure for terminating the implementation of commitments
On January 26, 2022, the company held the 45th meeting of the 7th board of directors and the 14th meeting of the 7th board of supervisors, which respectively deliberated and adopted the proposal on submitting the general meeting of shareholders to consider the termination of relevant commitments of Hualian Group and other four shareholders. The independent directors expressed their independent opinions on the matter.
The termination of this commitment still needs to be deliberated and approved by the general meeting of shareholders of the company. Hualian Group, Hainan Yixiong, Beijing Hualian Department Store Co.Ltd(000882) and Yangpu wanlitong will waive the right to vote on the proposal at the general meeting of shareholders.
4、 Opinions of the board of supervisors
The review procedures for the termination of commitments comply 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. Therefore, the board of supervisors of the company agreed to terminate the performance of commitments this time.
5、 Opinions of independent directors
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.
6、 Documents for future reference
1. Resolutions of the 45th meeting of the 7th board of directors;
2. Resolutions of the 14th meeting of the 7th board of supervisors;
3. Independent directors’ independent opinions on the termination of equity incentive related commitments by four shareholders including Hualian Group.
It is hereby announced.
Beijing Hualian Hypermarket Co.Ltd(600361) board of directors January 27, 2022
