China Galaxy Securities Co.Ltd(601881)
Special verification opinions on the self inspection report on the trading of shares by insiders related to the listing of new energy Co., Ltd. on the science and Innovation Board of the subsidiary of Qingdao Tgood Electric Co.Ltd(300001) spin off
In accordance with the provisions of laws and regulations such as the rules for the spin off of listed companies (for Trial Implementation), the measures for the administration of major asset reorganization of listed companies (revised in 2020), the standards for the content and format of information disclosure by companies that publicly issue securities No. 26 – Major asset reorganization of listed companies (revised in 2022), the regulatory guidelines for listed companies No. 5 – registration and management system for insiders of listed companies, Qingdao Tgood Electric Co.Ltd(300001) (hereinafter referred to as the “company”, “listed company”, ” Qingdao Tgood Electric Co.Ltd(300001) “) for the relevant insider information involved in the spin off of its subsidiary, special call New Energy Co., Ltd. (hereinafter referred to as the “special call”) to the listing on the science and Innovation Board (hereinafter referred to as the “spin off listing”), six months to During the disclosure period of Qingdao Tgood Electric Co.Ltd(300001) the plan for the spin off of its subsidiaries, specially called New Energy Co., Ltd. to be listed on the science and Innovation Board (hereinafter referred to as the “spin off plan”), And recently obtained the inquiry certificate of shareholding and share change of information disclosure obligor and the detailed list of shareholder share change (hereinafter collectively referred to as “inquiry results”) issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “zhongdeng company”).
China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as “Galaxy Securities” and “independent financial consultant”) as the independent financial consultant of the spin off listing, in accordance with the relevant national regulations and the requirements of the CSRC, checked the self-examination report, statement letter and query results issued by zhongdeng company on the trading of stocks by insiders related to the spin off listing, as follows:
1、 During the period of insider self inspection 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、 Scope of insider verification of this spin off
1. Qingdao Tgood Electric Co.Ltd(300001) and its 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 company, Qingdao Derui Investment Co., Ltd. (hereinafter referred to as “Derui investment”) and its current directors, supervisors and senior managers;
4. Relevant intermediaries and specific business operators providing services for the spin off;
5. Other personnel who know inside information;
6. The immediate relatives of the above-mentioned natural persons include spouses, parents and adult children.
3、 The trading of shares by relevant personnel and relevant institutions in this spin off listing
According to the relevant self inspection report and the query results issued by zhongdeng company, the trading of Qingdao Tgood Electric Co.Ltd(300001) shares by personnel and institutions within the scope of the spin off and listing verification during the self inspection period is as follows:
(I) trading of company shares by natural persons
The relevant personnel involved in this spin off bought and sold the company’s shares during the self inspection period (May 30, 2020 to March 7, 2022) are as follows:
Unit: shares
Serial number name position / relationship cumulative purchased shares cumulative sold shares verification of the number of shares held at the end of the period
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 called the deputy general manager and chief section 7380075800 31300
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 Tian Huazhi, deputy general manager 59100 – even
11 Gao qiangte calls Liu Yunfei, deputy general manager 1590012200 3700 spouse
12 Li huite calls chief scientist Mu Xiaopeng 20 Beijing Orient Landscape & Environment Co.Ltd(002310) 0 – spouse of
Serial number name position / relationship cumulative purchased shares cumulative sold shares verification of the number of shares held at the end of the period
13 weeks lijite calls Zhao Jianzhi, deputy general manager, with 10 Shenma Industry Co.Ltd(600810) 0 2500 couples
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 900 people who know inside information
In view of the above-mentioned stock trading, the relevant natural person issued a declaration letter, as follows:
1. A declaration letter issued by the relevant person to buy and sell the company’s shares
(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, which is after Qingdao Tgood Electric Co.Ltd(300001) disclosure of this spin off and listing, before which I do not know the insider information related to this spin off and listing.
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 the 15th is after Qingdao Tgood Electric Co.Ltd(300001) first disclosed the date of this 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 nothing to do with this spin off listing. There is no situation and motivation to use the insider information of this 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. A declaration letter issued by the spouse of the relevant person trading in the company’s 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 above-mentioned period, I and my immediate family members 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. “
In addition to the above-mentioned relevant natural persons, other natural persons with inside information did not buy or sell the shares of listed companies during the self inspection period.
(II) trading of shares of the company by legal persons
1. Derui investment
As the controlling shareholder of the company, Derui investment has sold Qingdao Tgood Electric Co.Ltd(300001) shares (excluding non trading changes such as custody transfer) during the self inspection period (May 30, 2020 to March 7, 2022). The details are as follows:
Unit: shares
Institution name cumulative purchase quantity cumulative sales quantity verification of shareholding at the end of the period
Derui investment – 1200 Shenzhen Capstone Industrial Co.Ltd(000038) 8290422
In view of the above stock sales, Derui investment now makes the following statement and commitment: “1. Stock account for the above transactions
