Beijing Deheng Law Firm
Insider trading of insider information about this transaction
Of the self inspection report on the stock situation of Guangdong Vtr Bio-Tech Co.Ltd(300381)
Verification opinions
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 010-52682888 Fax: 010-52682999 zip code: 100033
Beijing Deheng Law Firm
Insider trading of insider information about this transaction
Of the self inspection report on the stock situation of Guangdong Vtr Bio-Tech Co.Ltd(300381)
Verification opinions
Deheng 06f20210687-03 to: Guangdong Vtr Bio-Tech Co.Ltd(300381)
Beijing Deheng Law Firm (hereinafter referred to as “the firm”) has accepted the entrustment of Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as ” Guangdong Vtr Bio-Tech Co.Ltd(300381) ” or “the listed company”) to act as the special legal adviser of the listed company’s Guangdong Vtr Bio-Tech Co.Ltd(300381) major asset sale project (hereinafter referred to as “the transaction”), And in accordance with the provisions of laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies that publicly issue securities No. 26 – major asset restructuring of listed companies (revised 2022), and the guidelines for the application of regulatory rules – listing class No. 1, The exchange has conducted special verification on the trading of Guangdong Vtr Bio-Tech Co.Ltd(300381) shares by insiders related to this transaction from six months before the suggestive announcement of the disclosure of this asset restructuring to the trading day before the report on the sale of Guangdong Vtr Bio-Tech Co.Ltd(300381) major assets and related party transactions (Draft) and its summary disclosure, and issued this verification opinion.
In view of the limited means of investigation and evidence collection given to lawyers by laws and regulations, our lawyers conducted verification within the scope of their ability and in the principle and spirit of diligence and responsibility. In order to issue this verification opinion, our lawyers have verified the self inspection report of Guangdong Vtr Bio-Tech Co.Ltd(300381) on the trading of shares by insiders related to this transaction, the memorandum on the trading process of major events, the inquiry certificate of shareholding and share change of information disclosure obligor and the detailed list of shareholder share change issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd The self inspection report issued by relevant institutions and personnel and the commitment of relevant personnel on buying and selling the shares of listed companies.
In order to issue this verification opinion, the exchange is based on the following guarantees of relevant parties, that is, it has provided the true, complete, accurate and effective original written materials, copies or oral testimony necessary for issuing this verification opinion, and there are no false records, misleading statements or major omissions The contents of the scanned copy are completely consistent with the original material or the original.
The exchange agrees to take this verification opinion as one of the necessary legal documents for Guangdong Vtr Bio-Tech Co.Ltd(300381) This transaction, report it to the Shenzhen stock exchange along with other application materials for review and relevant information disclosure, and bear corresponding responsibilities for the legal opinions issued in this verification opinion according to law.
This verification opinion is only used by Guangdong Vtr Bio-Tech Co.Ltd(300381) for the purpose of this transaction, and shall not be used by anyone for any other purpose or purpose without the written permission of the exchange.
Unless otherwise specified, the abbreviation used in this verification opinion is the same as the interpretation in the legal opinion of Beijing Deheng Law Firm on Guangdong Vtr Bio-Tech Co.Ltd(300381) major asset sale and related party transactions issued by the exchange on this transaction.
Based on the above statement, our lawyers, in accordance with relevant laws and regulations, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issue the following verification opinions on the matters related to the self inspection report on the trading of Guangdong Vtr Bio-Tech Co.Ltd(300381) shares by insiders of this trading:
1、 During the period of self inspection of insider trading of stocks
The self inspection period of insider trading of stocks in this transaction is: six months before the suggestive announcement of asset restructuring disclosure (i.e. April 21, 2021) to the transaction before the disclosure of restructuring report (Draft) and its summary, i.e. January 28, 2022.
2、 Verification scope of insider information of this transaction
The scope of insider’s self-examination of this transaction includes:
1. 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;
2. Counterparties of major asset sales and their directors, supervisors and senior managers (or main responsible persons); 3. The target company and its directors, supervisors and senior managers;
4. Intermediaries and handling personnel related to this transaction;
5. Other legal and natural persons who know the insider information of this transaction;
6. Spouses, parents, adult children over the age of 18, brothers and sisters of the above-mentioned persons.
3、 The trading of shares by relevant personnel and relevant institutions in this transaction
According to the inquiry certificate of shareholding and share change of information disclosure obligors, detailed list of shareholder share change issued by the registration and Clearing Company 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 and identity / date of related party transaction number of transactions (shares) balance number of shares (shares) transaction type (buy)
(tied in / sold)
Actual control of the company
Chen Shaowu made by Chen shaomei 2500000 6275000 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 and identity / date of related party transaction number of transactions (shares) balance number of shares (shares) transaction type (buy)
(tied in / sold)
2021-08-09 10000 49700 sold
2021-08-16 10000 39700 sold
He Lizhao sold by the counterparty
I. 2021-08-18 39700 0
2021-12-21 4100 purchase
2022-01-07 4100 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 and identity / date of related party transaction number of transactions (shares) balance number of shares (shares) transaction type (buy)
(tied in / sold)
2021-4-22 1000 2500 sold
Zhou Weimeng Xinhe new sales
CFO 2021-6-30 500 2000
2021-7-19 2000 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 and identity / date of related party transaction number of transactions (shares) balance number of shares (shares) transaction type (buy)
(tied in / sold)
2021-05-18 200 3800 purchase
2021-06-03 100 3700 sold
2021-06-17 100 3800 purchase
Sold by keyixin general manager on June 24, 2021 200 3600
Zhang Boli and Zhang Xiaodong
Spouse 2021-06-28 200 3400 sold
2021-06-29 200 3600 purchase
2021-07-09 200 3800 purchase
2021-07-21 100 3700 sold
2021-07-26 200 3900 purchase
2021-07-28 100 4000 purchase
2021-08-03 200 3800 sold
2021-08-04 100 3700 sold
