Beijing Jindu law firm
About Qingdao Tgood Electric Co.Ltd(300001)
The spin off of its subsidiary company specially calls new energy Co., Ltd. to list on the science and innovation board
Special verification opinions on the trading of shares by relevant personnel
To Qingdao Tgood Electric Co.Ltd(300001) :
Beijing Jindu law firm (hereinafter referred to as “the firm” or “Jindu”) accepted the entrustment of Qingdao Tgood Electric Co.Ltd(300001) (hereinafter referred to as ” Qingdao Tgood Electric Co.Ltd(300001) ” or “listed company”) to act as the special legal adviser for the listing of the subsidiary of Qingdao Tgood Electric Co.Ltd(300001) spin off from TEDA new energy Co., Ltd. (hereinafter referred to as “TEDA”) to the science and Innovation Board (hereinafter referred to as “the spin off listing”), This special verification opinion is issued on the trading of Qingdao Tgood Electric Co.Ltd(300001) shares by relevant personnel during the self inspection period of the spin off listing.
On March 7, 2022, the bourse issued the legal opinion of Beijing Jindu law firm on the listing of Qingdao Tgood Electric Co.Ltd(300001) spin off subsidiary new energy Co., Ltd. on the science and Innovation Board (hereinafter referred to as the “legal opinion”).
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for the spin off of listed companies (for Trial Implementation) and other laws, administrative regulations, departmental rules and other normative documents (hereinafter referred to as “laws and Regulations”), The lawyers of the firm disclosed the period from six months before the first disclosure of the spin off and listing to the day before the disclosure of Qingdao Tgood Electric Co.Ltd(300001) the plan for the spin off of its subsidiary special call New Energy Co., Ltd. to the listing on the science and Innovation Board (hereinafter referred to as the “spin off plan”) (i.e. May 30, 2020 to March 7, 2022, hereinafter referred to as the “self inspection period” or “verification period”) Special verification has been conducted on the trading of Qingdao Tgood Electric Co.Ltd(300001) shares in the secondary market, and this special verification opinion has been issued.
The legal assumptions in this statement are the same as those in the special opinion.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms and the facts that have occurred or exist before the issuance date of this special verification opinion, Jindu and Jindu lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this special verification opinion are true It is accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
This special verification opinion is only used for this spin off and listing, and shall not be used for any other purpose. Kindu agrees to take this special verification opinion as the necessary legal document for this spin off and listing and report it together with other materials. Jindu agrees that Qingdao Tgood Electric Co.Ltd(300001) shall quote the relevant contents of this special verification opinion in the relevant documents prepared by Qingdao Tgood Electric Co.Ltd(300001) for this spin off listing, but Qingdao Tgood Electric Co.Ltd(300001) shall not cause legal ambiguity or misinterpretation due to the above quotation. Kindu has the right to review and confirm the contents of the above relevant documents again.
The premise of issuing this special verification opinion is: Qingdao Tgood Electric Co.Ltd(300001) guarantees that it has provided Jindu with the true, complete and effective original written materials, copies, copies, electronic materials or oral testimony necessary for issuing this special verification opinion, without any concealment, omission, falsehood or misleading; The copies and copies of relevant documents and materials are consistent with the original or the original, and the seals and signatures on relevant documents and materials are true; The signatories of relevant documents are legally authorized and effectively sign the documents.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Jindu hereby issues the following special verification opinions:
1、 During the period of insider self-examination of the insider of the spin off listing
The self-examination period of insiders of the spin off listing is six months before the first resolution of the spin off listing (i.e. May 30, 2020) to the day before the disclosure date of the spin off plan (i.e. March 7, 2022). 2、 Verification scope of insider information of this spin off listing
The insider verification scope of the spin off listing includes:
1. Listed companies and their current directors, supervisors and senior managers;
2. Special call and its current directors, supervisors and senior managers;
3. Yu Dexiang, the actual controller of the listed company, Qingdao Derui Investment Co., Ltd. (hereinafter referred to as “Derui investment”) and its current directors, supervisors and senior managers;
4. Intermediaries and specific business operators related to the spin off and listing;
5. Other institutions and natural persons who know the inside information of the spin off;
6. The immediate relatives of the above-mentioned natural persons include spouses, parents and children over the age of 18.
3、 Verification of trading of Qingdao Tgood Electric Co.Ltd(300001) shares by insiders of the spin off listing
According to the self inspection report and declaration letter issued by relevant entities and the query results issued by Shenzhen Branch of China Securities Depository and Clearing Corporation, the trading of Qingdao Tgood Electric Co.Ltd(300001) shares by personnel and institutions within the scope of this spin off and listing verification during the self inspection period is as follows:
(I) trading of Qingdao Tgood Electric Co.Ltd(300001) shares by natural persons
The trading of Qingdao Tgood Electric Co.Ltd(300001) shares by relevant personnel involved in this spin off during the self inspection period (May 30, 2020 to March 7, 2022) is as follows:
Unit: shares
Serial number name position / relationship cumulative purchase cumulative sale verification closing number of shares
1 Li Jun Qingdao Tgood Electric Co.Ltd(300001) director and senior vice president 7290032800 40100
2 Qu dongmingte calls the director – 80 China Vanke Co.Ltd(000002) 5759000
3-way wengangte calls supervisor 57 Beijing E-Techstar Co.Ltd(300513) 00 7200
4. Wei liangte calls Supervisor – 500-
5 Tong junte calls deputy general manager 20500520015300
6 Huang Weite calls 73800, 75800 and 31300 deputy general managers and chief scientists
7 Kong Fuqing calls the deputy general manager 4 Beijing Chieftain Control Engineering Technology Co.Ltd(300430) 0-
8 Ju qiangte calls chief scientist 10700-
9 Wen guoruite calls the deputy general manager 49004900-
10 Li Songte calls the spouse of Tian Huazhi, deputy general manager 5910059100-
11 Gao qiangte calls Liu Yunfei, deputy general manager, with 1590012200 3700 couples
12. Li huite calls Mu Xiaopeng, chief scientist 20 Beijing Orient Landscape & Environment Co.Ltd(002310) 0-
spouse
13 Zhou lijite calls Zhao Jianzhi’s spouse, deputy general manager 10 Shenma Industry Co.Ltd(600810) 0 2500
14 majent calls supervisor Zhong Lei’s spouse 118005900 6100
15 Yang Xiaolong Derui investment supervisor 1461500143150050000
16 Guo Xianjun, Derui investment supervisor 7900037500 41500
17 Liu Dafang and other natural persons with inside information 900600
In view of the above trading of Qingdao Tgood Electric Co.Ltd(300001) shares, our lawyers interviewed the relevant natural persons, and the relevant natural persons have issued a declaration letter. The details are as follows:
1. Statement letter issued by relevant personnel on trading Qingdao Tgood Electric Co.Ltd(300001) shares in person
(1) Li Jun, Lu Wengang, Wei Liang, Tong Jun, Huang Wei, Kong Fuqing, Ju Qiang, Wen Guorui, Yang Xiaolong, Guo Xianjun and Liu Dafang respectively issued a statement on the above stock trading. The main contents are as follows:
“1. The stock account for the above transactions is opened in my own name; I know the matters related to this spin off and listing. After Qingdao Tgood Electric Co.Ltd(300001) disclosed the matters related to this spin off and listing, I did not know the insider information related to this spin off and listing before that.
For matters related to this spin off and listing, in addition to the publicly disclosed information, I shall perform the obligation of confidentiality in strict accordance with the provisions of relevant laws, administrative regulations and normative legal documents; The above-mentioned trading of Qingdao Tgood Electric Co.Ltd(300001) shares is an independent operation made by me according to the information already disclosed in the securities market and based on my own judgment on the trading situation of the secondary market and the investment value of Qingdao Tgood Electric Co.Ltd(300001) shares. It is purely a personal investment behavior and has no connection with the listing of this spin off. There is no situation and motivation to use the insider information of this spin off to buy and sell Qingdao Tgood Electric Co.Ltd(300001) shares.
2. From the date of issuance of this declaration letter to the date of completion of this spin off listing, I will not use insider information to buy or sell Qingdao Tgood Electric Co.Ltd(300001) shares. After the expiration of the above-mentioned period, I will strictly abide by the provisions of relevant laws, administrative regulations and normative documents and the requirements of relevant securities regulatory authorities to regulate the trading of shares of listed companies. ” (2) In response to the above-mentioned stock trading, Qu Dongming issued a statement letter, the main contents of which are as follows:
“1. The stock account for the above transactions was opened in my own name; I first learned about the matters related to the spin off listing in November 2020, before which I did not know the insider information related to the spin off listing. For the matters related to the spin off listing, in addition to the publicly disclosed information, I performed the obligation of confidentiality in strict accordance with the provisions of relevant laws, administrative regulations and normative legal documents; September 2021 The sale of Qingdao Tgood Electric Co.Ltd(300001) shares on Jan. 15 is after the date of Qingdao Tgood Electric Co.Ltd(300001) initial disclosure of the spin off listing. The above-mentioned sale of Qingdao Tgood Electric Co.Ltd(300001) shares is an independent operation based on my own needs and judgment of public market information. It has no connection with the spin off listing. There is no situation and motivation to use the insider information of the spin off listing to buy and sell Qingdao Tgood Electric Co.Ltd(300001) shares.
2. From the date of issuance of this declaration letter to the date of completion of this spin off listing, I will not use insider information to buy or sell Qingdao Tgood Electric Co.Ltd(300001) shares. After the expiration of the above-mentioned period, I will strictly abide by the provisions of relevant laws, administrative regulations and normative documents and the requirements of relevant securities regulatory authorities to regulate the trading of shares of listed companies. “
2. Declaration letter issued by the spouse of the relevant person on trading Qingdao Tgood Electric Co.Ltd(300001) shares
(1) Tian Hua, Liu Yunfei, Mu Xiaopeng, Zhao Jian and Zhong Lei issued a declaration letter for the above-mentioned stock trading. The main contents are as follows:
“1. The stock account for the above transactions was opened by my spouse in his / her own name; I know the matters related to this spin off listing. After Qingdao Tgood Electric Co.Ltd(300001) disclosed the matters related to this spin off listing, I did not know the insider information related to this spin off listing before that. For the matters related to this spin off listing, in addition to the publicly disclosed information, I shall perform in strict accordance with the provisions of relevant laws, administrative regulations and normative legal documents Perform confidentiality obligations; The above-mentioned act of buying and selling Qingdao Tgood Electric Co.Ltd(300001) shares is an independent operation made by my spouse based on the information already disclosed in the securities market and based on his / her own judgment on the trading situation of the secondary market and the investment value of Qingdao Tgood Electric Co.Ltd(300001) shares. It is purely his / her personal investment act and has no connection with the split listing. There is no situation and motivation to buy and sell Qingdao Tgood Electric Co.Ltd(300001) shares by using the insider information of the split listing.
2. From the date of issuance of this declaration letter to the date of completion of this spin off listing, I will not use insider information to buy or sell Qingdao Tgood Electric Co.Ltd(300001) shares. After the expiration of the above-mentioned period, I will strictly abide by the provisions of relevant laws, administrative regulations and normative documents and the requirements of relevant securities regulatory authorities to regulate the trading of shares of listed companies. ” (2) Li Song, Gao Qiang, Li Hui, Zhou Lijie and Ma Zhen issued a declaration letter for the above-mentioned stock trading. The main contents are as follows:
“1. The stock account for the above transactions is opened in my own name. Except for the information already disclosed in the securities market, I do not know the matters related to this spin off listing; I know that the matters related to this spin off listing are after Qingdao Tgood Electric Co.Ltd(300001) disclosure of this spin off listing, before which I do not know the insider information related to this spin off listing. I do not know from my spouse or other insider information about this spin off listing Obtain the relevant information of this spin off listing in advance at the lover’s office or through other channels; The above-mentioned act of buying and selling Qingdao Tgood Electric Co.Ltd(300001) shares is an independent operation made by me based on the information already published in the securities market and based on my own judgment on the trading situation of the secondary market and the investment value of Qingdao Tgood Electric Co.Ltd(300001) shares. It is purely a personal investment act and has no connection with this spin off listing. There is no case of buying and selling Qingdao Tgood Electric Co.Ltd(300001) shares by using the insider information of this spin off listing.
2. From the date of issuance of this declaration letter to the date of completion of this spin off listing, I and my immediate family members will not use relevant insider information to buy or sell Qingdao Tgood Electric Co.Ltd(300001) shares. After the expiration of the aforesaid period, I
