Beijing Hualian Hypermarket Co.Ltd(600361)
Independent 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
As an independent director of Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as “the company”), he reviewed the relevant matters considered at the 45th meeting of the seventh board of directors of the company based on the independent Based on the principle of objective judgment, the independent opinions are as follows: 1. The company’s transaction plan and relevant proposals have been approved in advance before being submitted to the board of directors for deliberation. The 45th meeting of the 7th board of directors of the company deliberated and approved various proposals of this reorganization. The convening, deliberation and voting procedures of this board of directors comply with the provisions of relevant Chinese laws, regulations, normative documents and the articles of association. This transaction is in line with the principles of openness, fairness and impartiality, the pricing method is reasonable, and in line with the interests of the company and all shareholders, It will not harm the interests of minority shareholders.
2. The company meets all conditions for the implementation of this reorganization.
3. The company’s restructuring plan and the relevant transaction agreements to be signed are in line with the provisions of the company law, the securities law, the administrative measures for major asset restructuring of listed companies, the administrative measures for securities issuance of listed companies, other relevant laws and regulations and the normative documents issued by the China Securities Regulatory Commission and Shanghai Stock Exchange, The major asset restructuring plan is operable.
4. The company hired an evaluation institution with securities and futures business qualification to audit and evaluate the assets to be purchased and the assets to be sold. The price of the assets to be purchased and sold by the company is finally based on the appraisal results confirmed in the asset appraisal report issued by the appraisal institution, which ensures the fairness of the price of the purchased assets. The ownership of the underlying assets involved in this reorganization of the company is clear and the assets are excellent, which is conducive to improving the sustainable profitability of the company, enhancing the market anti risk ability, and benefiting the interests of the company and all shareholders.
5. The pricing of the shares issued by the company complies with the provisions of relevant laws, regulations and normative documents. The pricing is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized investors.
6. After the completion of this transaction, innovation group will become the controlling shareholder of the company, and Cui Lixin will become the actual controller of the company. Meanwhile, the undertaker of this major asset sale is Hualian Group, the controlling shareholder of the company. According to the relevant provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange and the measures for the administration of the acquisition of listed companies, the purchase of assets and the sale of major assets constitute related party transactions, and the related directors have avoided voting.
7. The company has fulfilled the obligation of information disclosure in accordance with the regulations and signed a confidentiality agreement with relevant intermediaries. The procedures performed comply with the provisions of normative documents of relevant laws and regulations.
8. The reorganization can be implemented only after a number of conditions are met. There is uncertainty about whether it can be approved or approved and the time of obtaining relevant approval or approval. The company has made a major risk warning on the above approval and approval required for this major asset restructuring in the report on the sale of Beijing Hualian Hypermarket Co.Ltd(600361) major assets, issuance of shares, purchase of assets and raising supporting funds and related party transactions (Draft). In conclusion, I agree with the company’s major asset restructuring plan and the overall arrangement of the company’s board of directors on this major asset restructuring.
(there is no text below, followed by the signature page)
(there is no text on this page, which is the seal page of the independent opinions of Beijing Hualian Hypermarket Co.Ltd(600361) 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) independent directors:
Yan Junjun, Zhao Tianyan, Zhan Xingtao
Beijing Hualian Hypermarket Co.Ltd(600361) January 26, 2022
