Beijing Hualian Hypermarket Co.Ltd(600361)
Prior approval opinions of independent directors on the sale of major assets, issuance of shares, purchase of assets, raising of supporting funds and related party transactions of the company
In accordance with the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations of the CSRC, as well as the relevant provisions of the articles of association and the company’s independent director system, the independent director of Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as the “company”) has conducted a pre audit on the relevant matters to be considered by the company at the 45th meeting of the seventh board of directors, And have effectively communicated with relevant personnel of the company, and now express the following opinions:
We have carefully reviewed the report on the sale of Beijing Hualian Hypermarket Co.Ltd(600361) major assets and the issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft) and its abstract, the supplementary agreement to the agreement on the sale of major assets with effective conditions signed by the company and the counterparty, and the supplementary agreement to the agreement on the purchase of assets by issuing shares Based on independent judgment, we believe that: 1 The implementation of this major asset restructuring is carried out by the company for the purpose of improving the company’s operating conditions and enhancing the sustainable operation ability of listed companies. It is conducive to enhancing the company’s competitiveness, improving the company’s sustainable profitability and the company’s long-term sustainable development. It is in line with the interests of the company and all shareholders and does not damage the interests of minority shareholders.
2. This major asset reorganization and the supplementary agreement to the major asset sale agreement, the supplementary agreement to the asset purchase agreement by issuing shares, the profit forecast compensation agreement and the stock pledge agreement with effective conditions to be signed comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China According to the provisions of the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies and other relevant laws, regulations, rules and normative documents, this major asset restructuring is operable.
3. The company’s pricing principle for this restructuring complies with the provisions of relevant laws and regulations. The transaction price of the assets to be placed and to be placed is based on the evaluation results issued by the asset evaluation institution with securities business qualification. The pricing principle is fair and reasonable and will not damage the interests of the company and all shareholders.
Based on the above, we agree to submit the relevant proposals involved in this major asset restructuring to the board of directors of the company for deliberation.
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(there is no text on this page, which is the seal page of Beijing Hualian Hypermarket Co.Ltd(600361) independent directors’ prior approval opinions on the sale of major assets, issuance of shares, purchase of assets, raising of supporting funds and related party transactions of the company) independent directors:
Yan Junjun, Zhao Tianyan, Zhan Xingtao
Beijing Hualian Hypermarket Co.Ltd(600361) January 20, 2022
