Guangdong Vtr Bio-Tech Co.Ltd(300381)
Insider information of the board of directors on this transaction
Self inspection report on the trading of company shares
Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as “the company” or ” Guangdong Vtr Bio-Tech Co.Ltd(300381) “) intends to sell 74.8057% equity of xinhexin, 100% equity of Lihua pharmaceutical and 100% equity of keyixin in cash (hereinafter referred to as “this transaction”).
According to the measures for the administration of major asset restructuring of listed companies, the notice on regulating the information disclosure of listed companies and the behavior of relevant parties (CSRC Document No. 128), and the standard for the content and format of information disclosure of companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2022) In accordance with the relevant provisions of the guidelines for the application of regulatory rules – listing class No. 1, the company conducted a self-examination on the trading of stocks by insiders related to this transaction, and recently obtained the query results issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “China Securities Depository and clearing Shenzhen Branch”). According to the self inspection report issued by relevant entities within the scope of self inspection and the query results issued by CSDCC Shenzhen Branch, during the self inspection period, the details of the trading of the company’s shares by relevant entities are as follows:
1、 The insider’s self inspection period of this transaction
The company disclosed the suggestive announcement on planning major asset restructuring on October 21, 2021, the report on Guangdong Vtr Bio-Tech Co.Ltd(300381) major asset sale and related party transactions (Draft) and its abstract, the announcement on the resolution of the 13th meeting of the seventh board of directors and other announcements related to the restructuring on January 29, 2022. The self inspection period is from six months before the suggestive announcement of the asset restructuring disclosure (i.e. April 21, 2021) to the trading day before the disclosure of the restructuring report and its summary (i.e. January 28, 2022).
2、 Verification scope of insider information of this transaction
The insider verification scope of this transaction includes:
(I) the listed company and its current directors, supervisors and senior managers, the controlling shareholders of the listed company and their persons acting in concert and actual controllers;
(II) counterparties for the sale of major assets and their directors, supervisors and senior managers (or main responsible persons);
(III) the target company and its directors, supervisors and senior managers;
(IV) intermediaries and handling personnel related to this transaction;
(V) other legal and natural persons who know the insider information of this transaction;
(VI) spouses, parents, adult children over the age of 18, brothers and sisters of the above-mentioned personnel.
3、 During the period of self inspection, check the trading of shares of listed companies by personnel within the scope of inspection
According to the inquiry certificate on Shareholding and share change of information disclosure obligors, detailed list of shareholder share change issued by CSDCC Shenzhen Branch and the self inspection report issued by institutions and personnel within the scope of self inspection, the transactions of relevant institutions and personnel during the self inspection period are as follows:
(I) Chen Shaowu
Name, identity / date of related party transaction number of transactions (shares) balance number of shares (shares) transaction type (buy)
Relationship (in / out)
Actual control of the company
Chen Shaowu made by Chen shaomei 2500000.00 6275000.00 sold on June 18, 2021
My brother
Chen Shaowu is the elder brother of Chen shaomei, the actual controller of Guangdong Vtr Bio-Tech Co.Ltd(300381) and the initial original shareholder of Guangdong Vtr Bio-Tech Co.Ltd(300381) .
Chen Shaowu issued a letter of commitment on the above-mentioned trading of the company’s shares:
“1. I promise that I have never inquired through any non-public channels or used any inside information to buy or sell Guangdong Vtr Bio-Tech Co.Ltd(300381) shares and seek benefits for myself; I and my immediate family members do not disclose relevant inside information or suggest others to buy or sell Guangdong Vtr Bio-Tech Co.Ltd(300381) shares, engage in market manipulation and other prohibited transactions.
2. The stock account is opened in my own name; Buying and selling Guangdong Vtr Bio-Tech Co.Ltd(300381) shares during the self inspection period is an investment decision and investment behavior independently made by myself based on the information already disclosed in the securities market and personal judgment. There is no situation of obtaining or using insider information for trading, and there is no motivation to obtain or use insider information for stock investment.
3. I promise that if the above situation is false or major omission, I will bear all relevant legal liabilities. “
(II) he Lizhao
Name, identity / date of related party transaction number of transactions (shares) balance number of shares (shares) transaction type (buy)
Relationship (in / out)
2021-08-09 10000.00 49700.00 sold
Sale of 10000.00 39700.00 of the counterparty on 2021-08-16
He lizhaoyi
00-18.00-2020.08
2021-12-21 4100.00 purchase
2022-01-07 4100.00 sold
He Lizhao is the counterparty of this major asset sale.
He Lizhao issued a letter of commitment on the above-mentioned trading of the company’s shares:
“1. I promise that I have never inquired through any non-public channels or used any inside information to buy or sell Guangdong Vtr Bio-Tech Co.Ltd(300381) shares and seek benefits for myself; I and my immediate family members do not disclose relevant inside information or suggest others to buy or sell Guangdong Vtr Bio-Tech Co.Ltd(300381) shares, engage in market manipulation and other prohibited transactions.
2. The stock account is opened in my own name; Buying and selling Guangdong Vtr Bio-Tech Co.Ltd(300381) shares during the self inspection period is an investment decision and investment behavior independently made by myself based on the information already disclosed in the securities market and personal judgment. There is no situation of obtaining or using insider information for trading, and there is no motivation to obtain or use insider information for stock investment.
3. I promise that if the above situation is false or major omission, I will bear all relevant legal liabilities.
”
(III) Zhou Weimeng
Name, identity / date of related party transaction number of transactions (shares) balance number of shares (shares) transaction type (buy)
Relationship (in / out)
2021-4-22 1000.00 2500.00 sold
Zhou Weimeng xinhexin finance 2021-6-30 500 2000.00 sales
chief inspector
2021-7-19 2000.00 0 sold
Zhou Weimeng is a senior manager of the target company.
Zhou Weimeng issued a letter of commitment on the above-mentioned trading of the company’s shares:
“1. I promise that I have never inquired through any non-public channels or used any inside information to buy or sell Guangdong Vtr Bio-Tech Co.Ltd(300381) shares and seek benefits for myself; I and my immediate family members do not disclose relevant inside information or suggest others to buy or sell Guangdong Vtr Bio-Tech Co.Ltd(300381) shares, engage in market manipulation and other prohibited transactions.
2. The stock account is opened in my own name; Buying and selling Guangdong Vtr Bio-Tech Co.Ltd(300381) shares during the self inspection period is an investment decision and investment behavior independently made by myself based on the information already disclosed in the securities market and personal judgment. There is no situation of obtaining or using insider information for trading, and there is no motivation to obtain or use insider information for stock investment.
3. I promise that if the above situation is false or major omission, I will bear all relevant legal liabilities. “
(IV) Zhang Bo
Name, identity / date of related party transaction number of transactions (shares) balance number of shares (shares) transaction type (purchase / sale)
2021-05-18 200.00 3800.00 purchase
2021-06-03 100.00 3700.00 sold
2021-06-17 100.00 3800.00 purchase
2021-06-24 200.00 3600.00 sold
2021-06-28 200.00 3400.00 sold
2021-06-29 200.00 3600.00 purchase
2021-07-09 200.00 3800.00 purchase
2021-07-21 100.00 3700.00 sold
2021-07-26 200.00 3900.00 purchase
2021-07-28 100.00 4000.00 purchase
2021-08-03 200.00 3800.00 sold
2021-08-04 100.00 3700.00 sold
Purchased by keyixin general manager on August 5, 2021 at 100.00 and 3800.00
Zhang Boli and Zhang Xiaodong
Spouse 2021-08-06 200.00 4000.00 buy
2021-09-01 200.00 3800.00 sold
2021-11-17 300.00 3500.00 sold
2021-12-21 300.00 3200.00 sold
2021-12-22 1700.00 1500.00 sold
2021-12-24 500.00 2000.00 purchase
2021-12-27 1500.00 500.00 sold
2021-12-28 300.00 800.00 purchase
2021-12-29 300.00 500.00 sold
2021-12-30 400.00 100.00 sold
2021-12-31 500.00 600.00 purchase
2022-01-04 500.00 100.00 sold
2022-01-18 1,100.00 1,200.00
