CBEST(SH:600729) Zheng Quan Zhi Xing·2025-05-12 08:28Core Viewpoint - The independent financial advisor, China Merchants Securities Co., Ltd., has provided ongoing supervision opinions regarding the absorption merger of Chongqing Department Store Co., Ltd. and Chongqing Commerce (Group) Co., Ltd., ensuring compliance with relevant laws and regulations [1][2]. Summary by Sections Transaction Implementation - Chongqing Department Store plans to absorb Chongqing Commerce by issuing shares to its shareholders, with the transaction date set for January 31, 2024 [5]. - All assets, liabilities, and rights of Chongqing Commerce will be transferred to Chongqing Department Store upon completion of the merger [6]. - As of the date of the ongoing supervision opinion, the transfer of ownership for real estate and other assets has been completed, and the necessary guarantees have been returned to the relevant parties [6]. Capital Increase and Share Issuance - The new registered capital of Chongqing Department Store after the merger will be RMB 448,190,271, with an increase of RMB 41,661,806 from the merger [6]. - A total of 250,658,813 shares have been issued as part of the transaction, which are subject to certain restrictions on trading [7]. Compliance and Commitments - The involved parties have made significant commitments regarding the authenticity and completeness of the information provided during the merger process, ensuring no misleading statements or omissions [8][9]. - The parties involved have also committed to maintaining confidentiality and avoiding insider trading throughout the merger process [10][11]. Independence and Non-Competition - The company has committed to maintaining independence post-merger, ensuring that there will be no conflicts of interest or competition with the merged entity [22]. - The parties involved have agreed to avoid any business activities that may compete with the operations of Chongqing Department Store and its subsidiaries [22]. Financial and Legal Responsibilities - The involved parties have acknowledged their legal responsibilities regarding the accuracy of the information provided and have agreed to compensate for any losses incurred due to false statements [8][9]. - The commitments include maintaining the integrity of financial transactions and ensuring compliance with regulatory requirements throughout the merger process [24][25].