Stock Code: Tiandi Science & Technology Co.Ltd(600582) stock abbreviation: Tiandi Science & Technology Co.Ltd(600582) Announcement No.: Lin 2022020 Tiandi Science & Technology Co.Ltd(600582)
Insider information about the spin off of its subsidiary Beijing Tianma Zhikong Technology Co., Ltd. to the listing on the science and Innovation Board
Announcement of inquiry results of trading company shares
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 Tiandi Science & Technology Co.Ltd(600582) (hereinafter referred to as ” Tiandi Science & Technology Co.Ltd(600582) “, “company” or “listed company”) intends to spin off its subsidiary Beijing Tianma Zhikong Technology Co., Ltd. (hereinafter referred to as “Tianma Zhikong”) to Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on the science and Innovation Board (hereinafter referred to as “this spin off” and “this spin off”). The company has held the 23rd Meeting of the 6th board of directors and the second meeting of the 7th board of directors on November 5, 2021 and March 24, 2022 respectively, deliberated and approved the relevant proposals of the spin off, and disclosed the relevant announcements on the next day. For details, please refer to the company’s website of China Securities Journal, securities daily and Shanghai Stock Exchange (www.sse. Com. CN.) Relevant announcements.
According to the measures for the administration of major asset restructuring of listed companies (revised in 2020), the provisions on the registration and management system of insiders of listed companies (CSRC announcement [2021] No. 5), the rules for the spin off of listed companies (Trial) (CSRC announcement [2022] No. 5) and the standards for the content and format of information disclosure of companies issuing securities No. 26 – major asset restructuring of listed companies (revised in 2022) (CSRC announcement [2022] No. 10) and other laws and regulations, the company inquired about the trading of the company’s shares from the insider involved in the spin off six months before the first resolution of the spin off to the trading day before the disclosure date of Tiandi Science & Technology Co.Ltd(600582) the plan for the listing of its subsidiary Beijing Tianma Zhikong Technology Co., Ltd. on the science and Innovation Board (Revised Draft), And recently obtained the query results issued by China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “zhongdeng company”). According to the self-examination report issued by relevant entities within the scope of self-examination and the query results issued by zhongdeng company, the company has verified the trading of shares by insiders related to the spin off and listing. The details are as follows:
1、 During the period of insider self inspection of the spin off listing
The period of self-examination of insiders of the spin off is six months before the first resolution of the spin off (i.e. May 6, 2021) to the trading day before the disclosure date of Tiandi Science & Technology Co.Ltd(600582) the plan for the spin off of its subsidiary Beijing Tianma Zhikong Technology Co., Ltd. to the listing on the science and Innovation Board (Revised Draft) (i.e. March 24, 2022).
2、 Scope of insider verification of this spin off listing
(I) Tiandi Science & Technology Co.Ltd(600582) and its controlling shareholders, directors, supervisors, senior managers and relevant insiders;
(II) Tianma Zhikong and its directors, supervisors, senior managers and relevant insiders; (III) relevant intermediaries and specific business operators;
(IV) close family members of the above-mentioned natural persons, including spouses, parents and children over the age of 18.
3、 The trading of the company’s shares by relevant personnel and relevant institutions in this spin off listing
According to the relevant self inspection report and the inquiry Records issued by China Securities Depository and Clearing Co., Ltd., the insider trading of the company’s shares during the self inspection period is as follows:
(I) trading of shares of listed companies by natural persons
Cumulative purchase cumulative sale self inspection closing serial number name position / relationship trading time (shares) (shares) shareholding (shares)
Tiandi Science & Technology Co.Ltd(600582) section December 15, 2021-
1 Lei Yi, head of Technology Development Department, December 15, 2021 – 1200
Tianma Zhikong director August 17, 2021-
2. Zhang Liangzhi, Secretary General of Haibin, August 27, 2021 – 700000 – Spouse
Tianma Zhikong Jing 202107.01-
3 jiao Nanying sales management March 18, 202260 Jinzai Food Group Co.Ltd(003000) 0 – director of Department
Tianma Zhikong Jing
4 Liu Yingying sales management from May 12, 2021 to 3370033700 – allocation of department director March 14, 2022
even
Tianma Zhikong director 202111.02
5 Wang Manhua and Wang kequanzhi – December 31, 20212400 2200200 female
Beijing Jiayuan 202203.16-
6 he Weiping law firm 202203.232 China Vanke Co.Ltd(000002) Ping An Bank Co.Ltd(000001) 000 lawyers
Vocation International
7. Feng Baoji firm, September 17, 2021 – 100 – (special ordinary, October 18, 2021)
(partnership) Manager
Jiao Nan, Liu Ying, Wang Manhua and Feng Bao have issued statements and commitments on their behavior of buying and selling Tiandi Science & Technology Co.Ltd(600582) shares during the self inspection, as follows:
“1. My trading of Tiandi Science & Technology Co.Ltd(600582) shares is an independent trading behavior based on Tiandi Science & Technology Co.Ltd(600582) public disclosure of information, securities market trading, industry development trend, Tiandi Science & Technology Co.Ltd(600582) stock investment value and my stock trading experience, which is not related to this spin off and listing, and I do not use insider information for trading.
Except for the transactions listed above, I have no other circumstances of trading Tiandi Science & Technology Co.Ltd(600582) shares during the self inspection period.
2. Until the spin off is completed or Tiandi Science & Technology Co.Ltd(600582) announces the termination of the spin off, I will continue to strictly abide by relevant laws and regulations and will not use insider information to conduct Tiandi Science & Technology Co.Ltd(600582) stock trading.
3. If I buy or sell Tiandi Science & Technology Co.Ltd(600582) shares and my behavior is recognized as insider trading by the regulatory authorities, I promise to transfer the proceeds obtained from relevant transactions to Tiandi Science & Technology Co.Ltd(600582) . “
Haibin has issued a statement and commitment on the sale of Tiandi Science & Technology Co.Ltd(600582) shares during the self inspection, as follows:
“1. I bought and sold Tiandi Science & Technology Co.Ltd(600582) shares independently based on Tiandi Science & Technology Co.Ltd(600582) public disclosure of information, securities market trading, industry development trend, Tiandi Science & Technology Co.Ltd(600582) stock investment value and my stock trading experience. I bought Tiandi Science & Technology Co.Ltd(600582) shares earlier than the formation time of the insider information of the spin off listing. I sold Tiandi Science & Technology Co.Ltd(600582) shares more than two months before the initial announcement of the spin off listing, and there was no acquisition or sale of Tiandi Science & Technology Co.Ltd(600582) shares The motivation of using insider information for stock investment, the trading behavior is not related to this spin off listing, and I do not use insider information for trading. Except for the transactions listed above, I have no other circumstances of trading Tiandi Science & Technology Co.Ltd(600582) shares during the self inspection period.
2. Until the spin off is completed or Tiandi Science & Technology Co.Ltd(600582) announces the termination of the spin off, I will continue to strictly abide by relevant laws and regulations and will not use insider information to conduct Tiandi Science & Technology Co.Ltd(600582) stock trading.
3. If I buy or sell Tiandi Science & Technology Co.Ltd(600582) shares and my behavior is recognized as insider trading by the regulatory authorities, I promise to transfer the proceeds obtained from relevant transactions to Tiandi Science & Technology Co.Ltd(600582) . “
Lei Yi and he Weiping have issued statements and commitments on their behavior of buying and selling Tiandi Science & Technology Co.Ltd(600582) shares during the self inspection, as follows:
“1. My trading of Tiandi Science & Technology Co.Ltd(600582) shares is an independent trading behavior based on Tiandi Science & Technology Co.Ltd(600582) public disclosure of information, securities market trading, industry development trend, Tiandi Science & Technology Co.Ltd(600582) stock investment value and my stock trading experience. The trading behavior occurred after the disclosure of the information of this spin off listing, and there is no relationship with this spin off listing. I do not use insider information for trading, nor do I use insider information for trading Insider information is the motivation of stock investment. Except for the transactions listed above, I have no other circumstances of trading Tiandi Science & Technology Co.Ltd(600582) shares during the self inspection period.
2. Until the spin off is completed or Tiandi Science & Technology Co.Ltd(600582) announces the termination of the spin off, I will continue to strictly abide by relevant laws and regulations and will not use insider information to conduct Tiandi Science & Technology Co.Ltd(600582) stock trading.
3. If I buy or sell Tiandi Science & Technology Co.Ltd(600582) shares and my behavior is recognized as insider trading by the regulatory authorities, I promise to transfer the proceeds obtained from relevant transactions to Tiandi Science & Technology Co.Ltd(600582) . “
In addition to the above-mentioned natural persons, other natural persons with inside information did not buy or sell the company’s shares during the self-examination.
(II) trading of shares of listed companies by legal persons
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) “) is the independent financial adviser of the spin off listing. During the self inspection period (from May 6, 2021 to March 24, 2022), there were transactions of Tiandi Science & Technology Co.Ltd(600582) shares. The specific conditions are as follows:
Position / cumulative purchase / cumulative sale self inspection name relationship at the end of the period trading time account (shares) (shares) shareholding (shares)
CSCEC derivatives exchange
Investment securities independent finance 202105.06 – self operated account of 1792 Jiangsu Hongtu High Technology Co.Ltd(600122) 9200591400 stock affairs consultant of e-commerce Department 202203.24
Limited company credit and securities lending – 17100 – stock account
According to the self inspection report issued by China Securities Co.Ltd(601066) Department: “The above stock trading account is the self operated account of China Securities Co.Ltd(601066) securities derivatives trading department and the special account for credit and securities lending stocks. The transactions made in the above account are completely based on the information publicly disclosed by Tiandi Science & Technology Co.Ltd(600582) and their own analysis and judgment of the securities market, industry development trend and Tiandi Science & Technology Co.Ltd(600582) investment value. They are carried out for the purpose of reasonable arrangement and capital demand planning. They have never known, explored, obtained or utilized any information about this transaction No one has ever disclosed relevant information to China Securities Co.Ltd(601066) securities or suggested China Securities Co.Ltd(601066) securities trading Tiandi Science & Technology Co.Ltd(600582) shares China Securities Co.Ltd(601066) securities has formulated and implemented the information isolation management system, and set up a separation wall between businesses with conflict of interest, which is in line with the guidelines on information isolation wall system of securities companies issued by China Securities Association.
To sum up, China Securities Co.Ltd(601066) securities trading Tiandi Science & Technology Co.Ltd(600582) shares in the above stock account is not related to this spin off listing, China Securities Co.Ltd(601066) securities do not disclose or disclose relevant information, nor do they use this information for insider trading or market manipulation. ” In addition to the above circumstances, other legal persons within the scope of insider verification did not buy or sell the company’s shares during the self inspection period.
4、 Conclusion
For this spin off, the company has taken strict confidentiality measures to limit the scope of insiders of inside information, and fulfilled relevant information disclosure obligations. There is no selective information disclosure or early disclosure of information. According to the self-examination report and relevant instructions and commitments issued by the insider of the spin off, there is no behavior that the insider of the relevant insider uses the insider information of the spin off for trading.
5、 Verification opinions of independent financial advisor
According to the inquiry results of zhongdeng company and the self-examination report issued by the relevant personnel and relevant institutions of this transaction, the independent financial adviser believes that during the self-examination period, the above-mentioned relevant personnel and relevant institutions have bought and sold the shares of the listed company, and the above-mentioned relevant personnel and relevant institutions have issued relevant instructions or commitments for the stock trading of the listed company, stating that there is no trading with insider information; The above-mentioned behavior of buying and selling stocks does not have a material impact on this spin off.
6、 Verification opinions of legal counsel
According to the inquiry results of zhongdeng company and the self-examination reports, statements and commitment documents issued by relevant personnel and institutions, during the verification period, the purchase and sale of Tiandi Science & Technology Co.Ltd(600582) shares by the above-mentioned relevant personnel and institutions did not belong to the insider’s behavior of using insider information to engage in securities trading stipulated in the securities law of the people’s Republic of China and other relevant laws and regulations, and did not constitute a substantive legal obstacle to this spin off.
It is hereby announced.
Tiandi Science & Technology Co.Ltd(600582) board of directors April 10, 2022
