Minsheng Securities Co., Ltd
Information on insider trading of the company’s shares
Verification opinions of self inspection report
Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as “listed company” or ” Guangdong Vtr Bio-Tech Co.Ltd(300381) “) plans to sell 74.8057% equity of xinhexin, 100% equity of Lihua pharmaceutical and 100% equity of keyixin (hereinafter referred to as “this transaction”) in cash. Minsheng Securities Co., Ltd. (hereinafter referred to as “this independent financial consultant”) accepts the entrustment of the listed company, Acting as the independent financial advisor of 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) According to the relevant provisions of the guidelines for the applicable rules of supervision – listing class No. 1, the listed company conducted a self-examination on the trading of stocks by insiders related to the transaction, and the independent financial adviser verified the self-examination report on the trading of stocks by insiders, as follows:
1、 During the insider’s self inspection of this transaction:
Guangdong Vtr Bio-Tech Co.Ltd(300381) disclosed the suggestive announcement on planning major asset restructuring on October 21, 2021, the report on sale of Guangdong Vtr Bio-Tech Co.Ltd(300381) major assets 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 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.
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 issued by the registration and Clearing Company, the detailed list of shareholder share change and the self inspection report issued by the 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 shares of listed companies:
“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 shares of listed companies:
“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 shares of listed companies:
“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 1100.00 1200.00 purchase
Zhang Bo belongs to the immediate family of the senior managers of the target company.
