Securities code: 600361 securities abbreviation: Beijing Hualian Hypermarket Co.Ltd(600361) Announcement No.: 2022-012
Beijing Hualian Hypermarket Co.Ltd(600361)
Notice on convening the first extraordinary general meeting of shareholders in 2022
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.
Important content tips:
Date of shareholders' meeting: February 16, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting (I) type of the general meeting of shareholders and the first extraordinary general meeting in 2022 (II) convener of the general meeting of shareholders: Board of directors (III) voting method: the voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time: 13:30, February 16, 2022
Venue: conference room (5), building 2, Hualian innovation center, No. 208, North 4th Street, Xiangyun Road, Qingyundian Town, Daxing District, Beijing. Online voting system, start and end date and voting time.
Online voting system: online voting system for shareholders' meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from February 16, 2022
To February 16, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. （6） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
The voting of investors involved in margin trading, refinancing business, agreed repurchase business and Shanghai Stock connect shall be carried out in accordance with the implementation rules for online voting at the general meeting of shareholders of listed companies of Shanghai Stock Exchange and other relevant provisions. （7） No matter involving the public solicitation of shareholders' voting rights. Matters to be considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Voting shareholder type serial number proposal name
A-share shareholders
Non cumulative voting motion
1. Sale of major assets of the company and issuance of shares to purchase assets and raise √
Proposal on matching funds and related party transactions meeting the provisions of relevant laws and regulations
2.00 sale of major assets and issuance of shares, purchase of assets and raising √
Proposal on supporting funds and related party transactions
2.01 overall plan of this transaction √
2.02 scheme of issuing shares to purchase assets √
2.03 issuing shares to purchase assets - pricing basis and transaction consideration √
2.04 issuing shares to purchase assets - payment method of consideration √
2.05 issuing shares to purchase assets - payment period √
2.06 issuing shares to purchase assets - Performance commitment and compensation √
2.07 issuing shares to purchase assets - contractual obligations and violations of ownership transfer √
Contractual responsibility
2.08 issuing shares to purchase assets - attribution of profits and losses √
2.09 issuing shares to purchase assets - issuing method √
2.10 issuing shares to purchase assets - type and par value of issued shares √
2.11 issuing shares to purchase assets - issuing object and subscription method √
2.12 issuing shares to purchase assets - pricing base date and issue price √
2.13 issue shares to purchase assets - issue quantity √
2.14 issuing shares to purchase assets - lock up period and lifting arrangements √
2.15 issuance of shares to purchase assets - delivery of shares issued this time √
2.16 issuing shares to purchase assets - accumulated undistributed profits of the company before this issuance √
Disposal of embellishment
2.17 issuing shares to purchase assets - listing arrangements √
2.18 major asset sale plan √
2.19 sale of major assets - scope of assets disposed √
2.20 sale of major assets - transaction price of assets sold √
2.21 sale of major assets - payment of transaction consideration for assets sold √
2.22 sale of major assets - contractual obligations and liabilities for breach of contract for ownership transfer √
let
2.23 sale of major assets - attribution of profit and loss √
2.24 raising matching funds - issuance method √
2.25 raising matching funds - Types and par value of shares issued √
2.26 raising supporting funds - issuing object and subscription method √
2.27 raised matching funds - pricing base date and issue price √
2.28 raised matching funds - amount of raised matching funds √
2.29 raised matching funds - issue quantity √
2.30 raised matching funds - purpose of raised matching funds √
2.31 raising matching funds - lock up period arrangement √
2.32 raised matching funds √ of the company's accumulated undistributed profits before this issuance
management
2.33 raising supporting funds - listing arrangement √
2.34 validity period of resolution √
3. About the composition of this major asset sale and the purchase of assets by issuing shares √
Proposal on joint transaction
About this transaction meeting the requirements of < major asset restructuring Management Office of listed companies √
Article 11 of the law of the people's Republic of China and
Provisions on dry issues > proposal under Article 4
About this transaction meeting the requirements of < major asset restructuring Management Office of listed companies √
Article 13 of the law and the measures for the administration of initial public offering and listing
Prescribed motion
About this transaction meeting the requirements of < major asset restructuring Management Office of listed companies √
Article 43 of the law of the people's Republic of China and the measures for the administration of securities issuance by listed companies
Prescribed motion
About < Beijing Hualian Hypermarket Co.Ltd(600361) major asset sale √
7. Report on issuing shares to purchase assets and raising supporting funds and related party transactions
Proposal for report (Draft) > and its summary
Supplementary agreement on signing < major asset sale agreement with effective conditions √
8 discussion >, , < profit forecast
Measure the proposal of compensation agreement and stock pledge agreement
9. Completeness, legality and submission of legal procedures for the performance of this reorganization √
Proposal on the effectiveness of legal documents
10. About submitting to the general meeting of shareholders for deliberation and approval of the acquirer and its persons acting in concert √
Proposal on exemption from holding more shares of the company by offer
11. About Approving the sale of major assets and the issuance of shares to purchase assets and √
Proposal on raising matching funds and related party transactions related to audit and evaluation reports
12 about the independence of the appraisal, the rationality of the premise of the appraisal hypothesis and the appraisal method √
Proposal on the relevance to the evaluation purpose and the fairness of the evaluation pricing
About the sale of major assets and the issuance of shares, the purchase of assets and the raising of √
13. Explanation on the basis, fairness and rationality of the pricing of supporting funds and related party transactions
Motion
14. Proposal to the general meeting of shareholders to authorize the board of directors to handle this transaction with full power √
Proposal on related matters
15. On the current return of diluted listed companies in this restructuring and filling measures √
Proposal for implementation
About < Beijing Hualian Hypermarket Co.Ltd(600361) about ensuring the company √
Fill in the commitment that the return measures can be effectively fulfilled > and < Beijing Hualian comprehensive
16. Notice of directors and senior managers of hesupermarket Co., Ltd. on the guarantee of public
Notice of the company on the practical implementation of the measures for diluting the immediate return in this restructuring
Proposal for commitment
17. Proposal to the general meeting of shareholders for deliberation on termination of performance by four shareholders including Hualian Group √
Proposal on commitments related to equity incentive
18 proposal on the proposed change of the company's registered address √
19 proposal on the proposed amendment of the articles of association √
1. Time and media of disclosure of each proposal
For details of the above proposals, please refer to China Securities Journal, Shanghai Securities News, securities times and the website of Shanghai Stock Exchange on January 27, 2022（ http://www.sse.com.cn. ）The announcement on the resolutions of the 45th meeting of the seventh board of directors and the 14th meeting of the seventh board of supervisors, etc.
2. Proposals for special resolutions: 1-16, 193. Proposals for separate counting of votes for small and medium-sized investors: 1-174. Proposals involving avoidance of voting by related shareholders: 1-2.23, 2.34-175. Name of related shareholders who should avoid voting: proposals 1-2.23, 2.34-16. The shareholders who should avoid voting are Beijing Hualian Group Investment Holding Co., Ltd. and Beijing Hualian Department Store Co.Ltd(000882) , The shareholders to be avoided in proposal 17 are Beijing Hualian Group Investment Holding Co., Ltd., Beijing Hualian Department Store Co.Ltd(000882) , Yangpu wanlitong Technology Co., Ltd. and Hainan Yixiong Commercial Investment Management Co., Ltd. 6. Proposals involving the voting of preferred shareholders: No. III. matters needing attention in the voting of the general meeting of shareholders
（1） If the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote. Sseinfo. Com) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations.
（2） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company's shares to participate in online voting. After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively.
（3） If the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
（4） Shareholders can submit all proposals only after voting. IV
