Securities code: 600361 securities abbreviation: Beijing Hualian Hypermarket Co.Ltd(600361) Announcement No.: 2022-004 Beijing Hualian Hypermarket Co.Ltd(600361)
Announcement on the resolutions of the 14th meeting of the 7th board of supervisors
The board of supervisors and all supervisors 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.
On January 14, 2022, Ms. Liu Ying, chairman of the board of supervisors of Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as “the company”), sent a written notice to all supervisors of the company on the convening of the 14th meeting of the seventh board of supervisors (hereinafter referred to as “the meeting”). The meeting was held on the morning of January 26, 2022 in the company’s conference room by means of combination of on-site and communication. There were 3 supervisors who should attend and 3 supervisors who actually attended. The meeting was presided over by Ms. Liu Ying, chairman of the board of supervisors. The convening and convening of this meeting comply with the provisions of relevant laws and regulations and the articles of association.
The following proposals were considered and adopted at this meeting:
1、 Proposal on the company’s sale of major assets, issuance of shares, purchase of assets, raising of supporting funds and related party transactions in compliance with relevant laws and regulations;
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations According to the relevant provisions of departmental rules and normative documents, after careful self-examination and demonstration of the actual situation and relevant matters of the company, the board of supervisors believes that the company meets the requirements and conditions for the sale of major assets, the issuance of shares to buy assets, the raising of supporting funds and the reorganization and listing of the company. The sale of major assets, the issuance of shares, the purchase of assets and the raising of supporting funds meet the conditions specified in relevant laws and regulations.
Voting: 3 in favor, 0 against and 0 abstaining.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 Proposal on the sale of major assets and issuance of shares to purchase assets and raise supporting funds and related party transactions of the company;
The supervisors attending the meeting reviewed the transaction plan item by item, and the main contents are as follows:
(I) overall scheme of this transaction
This transaction includes: (1) the company plans to purchase Shandong innovation group Co., Ltd. (hereinafter referred to as “innovation group”), Cui Lixin, Yang Aimei, Geng Hongyu, Wang Wei, Tianjin Rongqi enterprise management partnership (limited partnership), Tianjin Yuanfeng Panhao enterprise management center (limited partnership), CPE investment (Hong Kong) 2018 limited Crescent Alliance Limited, Dylan Capital Limited, Qingdao SAIC innovation and upgrading industry equity investment fund partnership (limited partnership), Jiaxing Shangqi Hengxu investment partnership (limited partnership), Yangzhou Shangqi automobile industry equity investment fund (limited partnership), Foshan Shangqi Delian automobile equity investment partnership (limited partnership) Shandong Carter International Trade Co., Ltd., Ningbo Meishan free trade port Xicheng investment partnership (limited partnership), Qingdao Yuqiao Runsheng equity investment partnership (limited partnership), Harbin Henghui Chuangfu equity investment center (limited partnership), Wuxi Yunhui new automobile industry investment management partnership (limited partnership) Wuxi Yunhui phase II new automobile industry investment management partnership (limited partnership), Shanghai Dinghui Baiyu investment partnership (limited partnership), Shandong Dinghui Baifu equity investment partnership (limited partnership), Shandong Hongfan Industry Co., Ltd., Qingdao Chinese oak equity investment partnership (limited partnership) Shenzhen Qiushi Ruiyuan investment enterprise (limited partnership) (hereinafter collectively referred to as “counterparty” or “Transferor”) holds 100% equity of Shandong innovative metal Technology Co., Ltd. (hereinafter referred to as “innovative metal” or “target company”) (hereinafter referred to as “target assets”) (hereinafter referred to as “assets purchased this time”); (2) The company transferred all assets and liabilities of the company as of the benchmark date (hereinafter referred to as “disposed assets”) to Beijing Hualian Group Investment Holding Co., Ltd. or its designated third party (hereinafter referred to as “Hualian Group”) (hereinafter referred to as “this major asset sale”); (3) The company plans to raise matching funds by non-public offering of shares through inquiry (hereinafter collectively referred to as “this transaction” or “this major asset reorganization”). The transactions in Item (1) and (2) above are mutually prerequisite and inseparable. If any one of the transactions is not effective or terminated, the implementation of this transaction will be terminated; Transaction (3) is subject to transactions (1) and (2). The success of transaction (3) does not affect the implementation of transactions (1) and (2).
Voting: 3 in favor, 0 against and 0 abstaining.
Voting result: adopted.
(II) specific scheme of this transaction
1. Issue shares to purchase assets
(1) Scheme of issuing shares to purchase assets
The company plans to provide services to innovation group, Cui Lixin, Yang Aimei, Geng Hongyu, Wang Wei, Tianjin Rongqi enterprise management partnership (limited partnership), Tianjin Yuanfeng Panhao enterprise management center (limited partnership), CPE investment (Hong Kong) 2018 limited, crescent Alliance Limited, Dylan Capital Limited Qingdao SAIC innovation and upgrading industry equity investment fund partnership (limited partnership), Jiaxing Shangqi Hengxu investment partnership (limited partnership), Yangzhou Shangqi automobile industry equity investment fund (limited partnership), Foshan Shangqi Delian automobile equity investment partnership (limited partnership), Shandong Carter International Trade Co., Ltd Ningbo Meishan free trade port Xicheng investment partnership (limited partnership), Qingdao Yuqiao Runsheng equity investment partnership (limited partnership), Harbin Henghui Chuangfu equity investment center (limited partnership), Wuxi Yunhui new automobile industry investment management partnership (limited partnership), Wuxi Yunhui phase II new automobile industry investment management partnership (limited partnership) Shanghai CDH Baiyu investment partnership (limited partnership), Shandong CDH Baifu equity investment partnership (limited partnership), Shandong Hongfan Industry Co., Ltd., Qingdao Chinese oak equity investment partnership (limited partnership) and Shenzhen Qiushi Ruiyuan investment enterprise (limited partnership) purchased 100% equity of innovative metals held by them in total. The transferor’s shareholding and conversion ratio of innovative metals are as follows:
The proportion of shares transferred from the corresponding target company to the shareholding of the transferor
Capital (10000 yuan)
Innovation group 18000.0000 44.9134%
Cui Lixin 8618.4000 21.5046%
Yang Aimei 3.5392% 1418.4000 3.5392%
Geng Hongyu 981.6000 2.4493%
Wang Wei 981.6000 2.4493%
Tianjin Rongqi enterprise management partnership (limited partnership 1651.9824)
Tianjin Yuanfeng Panhao enterprise management center (limited partnership of 495.5947)
CPE Investment (Hong Kong) 2018 2.8854% 1,156.3877 2.8854% Limited
Crescent Alliance Limited 2.7205% 1,090.3084 2.7205%
Dylan Capital Limited 0.8244% 330.3965 0.8244%
Qingdao SAIC innovation and upgrading industry equity investment fund 1.6488% 660.7930 1.6488% partnership (limited partnership)
Jiaxing Shangqi Hengxu investment partnership (limited partnership)
Yangzhou Shangqi automobile industry equity investment fund (0.3298% 132.1586 0.3298% limited partnership)
Foshan Suntech United Automobile equity investment partnership 0.3298% 132.1586 0.3298% (limited partnership)
Shandong Carter International Trade Co., Ltd. 330.3965 0.8244%
Ningbo Meishan free trade port Xicheng investment partnership 429.5154 1.0717% enterprise (limited partnership)
Qingdao Yuqiao Runsheng equity investment partnership (330.3965% limited partnership)
Harbin Henghui Chuangfu equity investment center (limited partnership)
Wuxi Yunhui new automobile industry investment management partnership 502.2026 (limited partnership)
Wuxi Yunhui phase II New Automobile Industry Investment Management Co., Ltd. (limited partnership)
Shandong CDH Baifu equity investment partnership (330.3965% limited partnership)
Shanghai CDH Baiyu investment partnership (limited partnership)
Shandong Hongfan Industrial Co., Ltd. 495.5947 1.2366%
Qingdao Chinese oak equity investment partnership (with 0.4122% 165.1982 and 0.4122% limited partnership)
Shenzhen Qiushi Ruiyuan investment enterprise (limited partnership) 0.2473% 99.1189 0.2473%
Total 100.00% 40077.0926 100.00%
Voting: 3 in favor, 0 against and 0 abstaining.
Voting result: adopted.
(2) Pricing basis and transaction consideration
The trading price of the underlying assets shall be determined by the trading parties through negotiation based on the evaluation value in the asset evaluation report issued by the evaluation institution with securities and futures business qualification entrusted by the company; The benchmark date for the appraisal of the underlying assets of this transaction is September 30, 2021.
Taking September 30, 2021 as the benchmark date, the appraisal value of 100% equity of innovative metal is RMB 11482 million. Referring to the above evaluation value, all parties determine that the transaction consideration of 100% equity of innovative metal is RMB 11482 million.
Differential pricing is implemented in this transaction. The total price of 25.1442% equity of innovative metal held by all financial investors of innovative metal is 305 million yuan. Each financial investor obtains corresponding consideration according to the proportion of their respective contribution of innovative metal in the total contribution of innovative metal held by all financial investors. For the 74.8558% equity of innovation metal held by innovation group, Cui Lixin, Yang Aimei, Geng Hongyu and Wang Wei, the total price is the difference between the price of all placed assets of 11482 million yuan and the transaction price of 3050 million yuan held by the shareholders of financial investors participating in this transaction, that is, 8432 million yuan.
Voting: 3 in favor, 0 against and 0 abstaining.
Voting result: adopted.
(3) Payment method of consideration
The total transaction consideration to be paid by the company for the purchase of 100% equity of innovative metal is RMB 11482 million, which shall be paid by the company in the form of new shares. Based on the calculation that the issue price of issuing shares to purchase assets is 3.44 yuan / share, the number of shares to be issued this time is 3337,7
