Western Securities Co.Ltd(002673)
about
Guangdong Mingzhu Group Co.Ltd(600382)
This transaction
Information on trading of stocks during the period of self inspection by insiders of relevant insider information
Verification opinions of independent financial advisor
December, 2001
The independent financial consultant is in accordance with 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 – major asset restructuring of listed companies (revised in 2018) (CSRC announcement [2018] No. 36) and the requirements of information disclosure and regulatory authorities of Shanghai Stock Exchange, six months before the company disclosed the report on Guangdong Mingzhu Group Co.Ltd(600382) major asset sale and purchase of assets and related party transactions (Draft) and other relevant announcements (i.e. from June 7, 2021 to December 7, 2021) “) the insider conducted special verification on the trading of stocks, and issued the Western Securities Co.Ltd(002673) independent financial consultant’s verification opinions on the trading of stocks during the self inspection by the insider of Guangdong Mingzhu Group Co.Ltd(600382) relevant insider information of this transaction (hereinafter referred to as the” verification opinions “) ）。 1、 Basic information, verification period and insiders of the transaction
(i) Basic information of this transaction scheme
This transaction is that the listed company invested 92.00% equity of Chengyun company in xingningcheng, purchased the operating asset package of Dading mining with the creditor’s rights of related parties controlled by Zhang Jianli, one of the actual controllers of the listed company, and injected the operating asset package of Dading mining into Mingzhu mining, a wholly-owned subsidiary, without issuing shares.
（2） Verification period
According to the confirmation of Guangdong Pearl and the verification of the independent financial adviser, the verification period of the insider trading of shares 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).
（3） Insider of 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.
2、 The situation and nature of the purchase and sale of shares of Guangdong Pearl by relevant subjects during the verification period
According to the detailed list of changes in shareholders’ shares issued by China Securities Depository and Clearing Co., Ltd. on December 17, 2021, the inquiry certificate on Shareholding and share changes of information disclosure obligors and the Guangdong Mingzhu Group Co.Ltd(600382) insider information report provided by Guangdong Mingzhu, the situation and nature of the purchase and sale of Guangdong Mingzhu shares by natural persons within the scope of verification during the verification period are as follows, In addition, other insiders did 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 change direction (shares)
Chen Zhi 2021-7-1410001000 purchase
Director of ZTE Ningcheng investment
Sold on July 19, 2021-10000
2021-6-1753005300 purchase
Sold on June 18, 2021-53000
2021-7-7100100 purchase
Sales of Liao Bin, director of Xingning urban investment on July 13, 2021-1000
2021-8-4400400 purchase
Sold on August 6, 2021-4000
2021-9-301700 purchase
Sold on October 8, 2021-17000
1. Nature of trading Guangdong Pearl stock by Chen Zhizhong
According to the report form for insiders of Guangdong Mingzhu Group Co.Ltd(600382) insider information filled in by Chen Zhizhong, he learned the insider information of Guangdong Pearl major asset restructuring through a meeting on December 2, 2021 and became an insider of insider information.
Chen Zhizhong issued the statement and commitment letter on buying and selling Guangdong Mingzhu Group Co.Ltd(600382) shares, statement “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. Nature of Liao Bin’s trading of Guangdong Pearl stock
According to the report form for insiders of Guangdong Mingzhu Group Co.Ltd(600382) insider information filled in by Liao Bin, he learned the insider information of Guangdong Pearl major asset restructuring through a meeting on December 2, 2021 and became an insider of insider information.
Liao Bin issued the statement and commitment letter on buying and selling Guangdong Mingzhu Group Co.Ltd(600382) shares, statement “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 balance shares change direction
(shares) (shares)
2021-6-71000010000 purchase of Dading mining
Chairman Lai wei’e Zhu 2021-6-830013000 purchase of Haitao spouse
2021-6-9-130000 sold
2021-11-10-44514000 sold
Dading mining 2021-11-17-2000 sales of Zhaofan Board Secretary sun Yong
Huazhi’s spouse sold on November 23, 2021-20000
2021-11-3067006700 purchase
1. Nature of trading Guangdong Pearl stock by the spouse Lai weie of Zhu Haitao, chairman of Dading mining
According to the report form for insiders of Guangdong Mingzhu Group Co.Ltd(600382) insider information filled by Zhu Haitao, Lai weie learned the insider information of Guangdong Pearl major asset restructuring through conversation with Zhu Haitao on November 15, 2021 and became an insider of insider information.
Lai weie issued the statement and commitment letter on buying and selling Guangdong Mingzhu Group Co.Ltd(600382) shares, statement “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. Nature of Guangdong Pearl stock trading by Zhao Fang, spouse of sun Yonghua, Secretary of Dading mining
The independent financial consultant interviewed sun Yonghua and Zhaofang about Zhaofang’s trading in Guangdong Pearl stock. Sun Yonghua explained that I knew the inside information of Guangdong Pearl’s major asset restructuring on November 12, 2021 and became an insider of the inside information, but did not inform Zhaofang of the known inside information.
Zhao Fang explained that sun Yonghua did not disclose the inside information of Guangdong Pearl’s major asset restructuring to me. I bought and sold Guangdong Pearl stock based on public information. The reason for buying and selling Guangdong Pearl stock is that I think Guangdong Pearl stock has potential according to public information.
Zhaofan issued the statement and commitment letter on buying and selling Guangdong Mingzhu Group Co.Ltd(600382) shares, Statement: “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. ”
Sun Yonghua issued the statement and commitment letter on buying and selling Guangdong Mingzhu Group Co.Ltd(600382) shares, statement “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. Its purchase of the shares listed and traded in Guangdong Pearl is based on Guangdong Pearl Dongmingzhu’s public information and independent judgment on the secondary stock market do not exist any use of insider information for stock trading or seeking illegal interests. The above transactions do not belong to 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 change direction (shares)
2021-6
