Securities abbreviation: * ST Guangzhu securities code: 600382 No.: pro 2021-092 Guangdong Mingzhu Group Co.Ltd(600382) about this transaction
Announcement on the self inspection report on the trading of stocks by insiders with relevant inside information
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Guangdong Mingzhu Group Co.Ltd(600382) (hereinafter referred to as the “company”, “listed company” or “Guangdong Pearl”) intends to sell 92% equity of Guangdong Pearl Group urban operation and Development Co., Ltd. (hereinafter referred to as the “urban transportation company”) to Xingning urban investment and Development Co., Ltd. (hereinafter referred to as the “Xingning urban investment”), and agrees that Guangdong Pearl Group Mining Co., Ltd., a wholly-owned subsidiary of the company, will (hereinafter referred to as “Pearl mining”) purchased the operating asset package of Guangdong Dading Mining Co., Ltd. (hereinafter referred to as “Dading mining”) (hereinafter collectively referred to as “this transaction”).
According to the notice of China Securities Regulatory Commission on regulating the information disclosure of listed companies and the behavior of relevant parties (Zheng Jian Gong Si Zi [2007] No. 128) and the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – reorganization of major assets of listed companies (revised in 2018) (CSRC announcement [2018] No. 36) and as required by the information disclosure and regulatory authorities of Shanghai Stock Exchange, the company conducted a self-examination on the trading of stocks by insiders related to the transaction. The details are as follows:
1、 During the self inspection period of insider trading of stocks related to this transaction
The verification period of insider trading of stocks in this transaction is six months before the company discloses the report on Guangdong Mingzhu Group Co.Ltd(600382) major asset sale and purchase of assets and related party transactions (Draft) (i.e. from June 7, 2021 to December 7, 2021).
2、 Verification scope of insider information related to this transaction
1. Guangdong Pearl, pearl mining and their actual controllers, directors, supervisors, senior managers and project participants.
2. The counterparty of this asset sale: Xingning urban investment and its shareholders, directors, supervisors, senior managers and project participants.
3. The counterparty of this asset acquisition: Dading mining and its shareholders, directors, supervisors, senior managers and project participants.
4. The target company of this asset sale: urban transportation company and its directors, supervisors and senior managers. 5. Intermediaries related to this transaction: Western Securities Co.Ltd(002673) , Lianda Certified Public Accountants (special general partnership), Beijing zhongqihua Asset Appraisal Co., Ltd., Beijing Kangda law firm and the project managers of these intermediaries.
6. Other natural persons and legal persons who know the inside information of the reorganization.
7. The immediate relatives of the above-mentioned relevant personnel, namely spouses, parents and children over the age of 18.
3、 Insider trading information related to this transaction
According to the detailed list of changes in shareholders’ shares, the inquiry certificate on Shareholding and share changes of information disclosure obligors issued by China Securities Depository and Clearing Co., Ltd. on December 17, 2021, and the report on Guangdong Mingzhu Group Co.Ltd(600382) insider information insider and self inspection report on Guangdong Mingzhu Group Co.Ltd(600382) share trading signed by all parties, The trading of Guangdong Pearl stock by natural persons within the verification scope during the verification period is as follows. In addition, other insiders do not buy or sell Guangdong Pearl stock during the verification period:
(i) The counterparties of asset sale have the situation of buying and selling stocks of listed companies, as follows:
Name identity transaction date transaction quantity (shares) balance number of shares (shares) change direction
2021-7-1410001000 purchase of Chen Zhi, director of ZTE Ningcheng investment
Sold on July 19, 2021-10000
2021-6-1753005300 buy 2021-6-18-53000 sell Liao Bin director of Xingning urban investment 2021-7-7100100 buy 2021-7-13-1000 sell 2021-8-4400400 buy
2021-8-6-4000 sold 2021-9-30170017001700 bought 2021-10-8-17000 sold
1. Chen Zhizhong and Liao Bin have made the following statements and commitments on the above stock trading:
“I promise that the above transaction took place before I became an insider of inside information and was carried out without my knowledge of the relevant circumstances of this transaction. I bought the shares listed and traded by Guangdong Pearl based on the public information of Guangdong Pearl and my independent judgment on the behavior of the secondary stock market. There is no use of inside information for stock trading and seeking illegal interests Under such circumstances, the above transactions do not belong to insider trading. I irrevocably promise that if the above-mentioned stock trading behavior is suspected of violating relevant laws and regulations, all the proceeds derived therefrom will be owned by Guangdong Mingzhu free of charge. I guarantee that the above statements and commitments are true, accurate and complete. If I violate the above commitments and cause losses to investors / Guangdong Pearl, I will bear corresponding legal liabilities according to law. ” （2） The close relatives of the directors, supervisors and senior management of the opposite party of the asset acquisition transaction buy and sell the shares of the listed company, as follows:
Name identity transaction date transaction quantity (shares) balance number of shares (shares) change direction
2021-6-71000010000 purchase of Lai weie Dading mining director 2021-6-8300013000 purchase of the spouse of the chief executive
2021-6-9-130000 sold
Sales of Dading mining director on November 10, 2021-44514000 and zhaofangmi sun yonghuazhi on November 17, 2021-2000
Spouse 2021-11-23-20000 sold 2021-11-3067006700 bought
1. For the above trading of shares, Lai weie, spouse of Zhu Haitao, chairman of Dading mining, has made the following statements and commitments:
“I promise that the above transaction took place before I became an insider of inside information and was carried out without my knowledge of the relevant circumstances of this transaction. I bought the shares listed and traded by Guangdong Pearl based on the public information of Guangdong Pearl and my independent judgment on the behavior of the secondary stock market. There is no use of inside information for stock trading and seeking illegal interests Under such circumstances, the above transactions do not belong to insider trading. I irrevocably promise that if the above-mentioned stock trading behavior is suspected of violating relevant laws and regulations, all the proceeds derived therefrom will be owned by Guangdong Mingzhu free of charge. I guarantee that the above statements and commitments are true, accurate and complete. If I violate the above commitments and cause losses to investors / Guangdong Pearl, I will bear corresponding legal liabilities according to law. ”
2. For the above trading of shares, the spouses of Dading mining’s Board Secretary sun Yonghua, Zhao Fang and sun Yonghua, have made the following statements and commitments respectively:
“I promise that sun Yonghua has not disclosed to me any content of this major asset restructuring of Guangdong Pearl. The above transaction was conducted under the condition that I was not aware of this transaction. My purchase of the shares listed for trading of Guangdong Pearl is based on the public information of Guangdong Pearl and my independent judgment on the secondary market situation of the stock, and there is no use of insider information for share restructuring In the case of ticket trading and seeking illegal interests, the above transactions do not belong to insider trading. I irrevocably promise that if the above-mentioned stock trading behavior is suspected of violating relevant laws and regulations, all the proceeds derived therefrom will be owned by Guangdong Mingzhu free of charge. I guarantee that the above statements and commitments are true, accurate and complete. If I violate the above commitments and cause losses to investors / Guangdong Pearl, I will bear corresponding legal liabilities according to law. ”
“Since November 12, 2021, I have known the inside information of the major asset restructuring of Guangdong Pearl and become an insider of the inside information. I have never disclosed any inside information of the major asset restructuring of Guangdong Pearl to Zhaofan. Zhaofan’s stock trading is based on the fact that it is not aware of the relevant circumstances of the transaction, and its purchase of the shares listed and traded in Guangdong Pearl is the basis According to the public information of Guangdong Pearl and its independent judgment on the secondary stock market, there is no use of insider information for stock trading and seeking illegal interests. The above transactions are not insider trading. I guarantee that the above statements and commitments are true, accurate and complete. If I and my wife Zhaofan violate the above commitments and cause losses to the investor / Guangdong Pearl, I and my wife Zhaofan will bear corresponding legal liabilities according to law. ”
（3） Other natural persons who know the inside information of the reorganization and their close relatives have bought and sold the shares of the listed company, as follows:
Name identity transaction date transaction quantity (shares) balance number of shares (shares) change direction
2021-6-71000028100 purchase
2021-6-18300031100 purchase
Guangdong wangpeng construction 2021-8-3300034100 Purchase Group Co., Ltd
Liao Yutao Meizhou branch negative 2021-11-5570039800 purchase
Responsible person Zeng Weizhi
I bought on November 24, 2021, 1980059600
2021-12-6-1000049600 sold
2021-12-63500084600 purchase
Xingning people’s Civil Affairs
Spouse of Chen Yuanyuan, an employee of Luohui government, sold on October 21, 2021-1000016078
Xingning people’s Civil Affairs
Chen Yuanyuan, an employee of Luo Yingqiu’s mansion, is the mother of the buyer from October 2021 to October 201000000000
Xingning Judicial Bureau 2021-11-26300300 purchase
Xiao Huilong public lawyer he Ming
Hanzhi’s spouse sold on December 7, 2021-3000
2021-11-26700700
