Caitong Securities Co.Ltd(601108)
Verification opinions on the formulation and implementation of Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) insider registration system
Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) (hereinafter referred to as “the listed company” and “the company”) intends to issue shares to purchase 100% equity of Anhui Weisheng New Material Co., Ltd. and raise supporting funds and related party transactions (hereinafter referred to as “this transaction” and “this reorganization”). Caitong Securities Co.Ltd(601108) (hereinafter referred to as “independent financial advisor” and ” Caitong Securities Co.Ltd(601108) “) as the independent financial advisor of the listed company for this asset restructuring, checked the formulation and implementation of the company’s insider registration system, as follows:
1、 Formulation of insider registration system of the company
Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) held the 32nd meeting of the 4th board of directors on February 27, 2010, considered and adopted the proposal on formulating the registration and management system of insiders, and formulated the registration and management system of insiders of Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) .
2、 Implementation of the insider registration system of listed companies
The listed company has taken the following necessary and sufficient confidentiality measures during this transaction in accordance with the measures for the administration of information disclosure of listed companies, the provisions on the establishment of insider registration management system by listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) insider registration management system of listed companies:
1. The company and the relevant parties of this transaction have taken strict confidentiality measures to limit the scope of knowledge of relevant sensitive information and ensure that the information is within the controllable range. The company registered the insiders involved in this transaction and timely reported the list of insiders to Shanghai Stock Exchange. 2. In the previous negotiations of this transaction, the listed company has prepared the “transaction process memorandum”, which records the specific links and progress of this transaction, including the time, place, participating institutions and personnel of scheme discussion, work content communication and other matters, and reported it to Shanghai Stock Exchange.
3. In strict accordance with the provisions on the establishment of the registration and management system for insiders by listed companies and other relevant provisions, the listed company timely signed a confidentiality agreement with the relevant parties involved in the demonstration of this transaction plan, and clarified the confidentiality content, confidentiality period and liability for breach of contract of the relevant parties.
3、 Verification opinions of independent financial advisor
Caitong Securities Co.Ltd(601108) as the independent financial advisor of this transaction, we believe that:
1. The company has formulated the Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) insider information insider registration management system in accordance with the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange, the provisions on the establishment of insider information insider registration management system by listed companies and the articles of association, Comply with relevant laws and regulations.
2. In this transaction, the company carried out the registration and reporting of insider information in accordance with the Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) insider information registration management system, which is in line with the provisions of relevant laws and regulations and the company’s system.
(no text below)
