China Securities Co.Ltd(601066) about
Tiandi Science & Technology Co.Ltd(600582) spin off subsidiaries
Report on the self inspection of stock trading by insiders during the self inspection of stock trading from Beijing Tianma Zhikong Technology Co., Ltd. to the listing of Kechuang board
Special verification opinions
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, China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” and “independent financial consultant”) as a spin off subsidiary of Tiandi Science & Technology Co.Ltd(600582) (hereinafter referred to as ” Tiandi Science & Technology Co.Ltd(600582) ” and “listed company”), Beijing Tianma Zhikong Technology Co., Ltd. (hereinafter referred to as “Tianma Zhikong”) is listed on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) The independent financial advisor of Tianma Zhikong and the sponsor of Tianma Zhikong’s initial public offering of shares and listing on the science and Innovation Board checked the self inspection report on the trading of shares by insiders related to the spin off listing and the query results issued by China Securities Depository and Clearing Co., Ltd., 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、 Information and explanation on the purchase and sale of shares of listed companies by the verification object during the verification period
According to the relevant self inspection report and the inquiry Records issued by China Securities Depository and Clearing Co., Ltd., the insider trading of Tiandi Science & Technology Co.Ltd(600582) 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)
1 Lei Yi Tiandi Science & Technology Co.Ltd(600582) science and technology development December 15, 2021 — 1200 – Minister of the Ministry December 15, 2021
2. Zhang, chairman of Haibin Tianma Zhikong, August 17, 2021 — 700000 – Liangzhi’s spouse, August 27, 2021
3 jiao Nantian, Ma Zhikong’s operation and sales 202107.01 – 60 Jinzai Food Group Co.Ltd(003000) 0 – director of management department 202203.18
4 Liu Yingtian, Ma Zhikong’s business and sales from May 12, 2021 to 33700, 33700 – spouse of the director of management department, March 14, 2022
5 Wang man, director of Huatian Ma Zhikong, Wang Ke, daughter of 24 Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) 200, 202111.02 – 202112.31
6 he Weiping, lawyer of Beijing Jiayuan law firm, March 16, 2022 – 200000, 200000, 1000 office, March 23, 2022
Tianzhi International Certified Public Accountants 202109.17-
7. Manager of Feng Baowu Office (special general cooperative partnership, October 18, 2021)
Jiao Nan, Liu Ying, Wang Manhua and Feng Bao have respectively issued statements and commitments on their behavior of buying and selling Tiandi Science & Technology Co.Ltd(600582) shares during the verification period, as follows:
“1. My trading of Tiandi Science & Technology Co.Ltd(600582) shares is an independent transaction 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 trading situations listed above, I have no other trading of 60058 during my self-examination 2 stock situation.
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 is recognized as insider trading by the regulatory authorities, I promise to transfer the proceeds from relevant transactions to Tiandi Science & Technology Co.Ltd(600582) .
”
Haibin has issued a statement and commitment on its sale of Tiandi Science & Technology Co.Ltd(600582) shares during the verification period, The details are 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 verification period, 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 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 listed companies by legal persons
Position / cumulative purchase / cumulative sale self inspection name relationship at the end of the period trading time account (shares) (shares) shareholding (shares)
China Securities Co.Ltd(601066) securities independent derivatives trading department 1792 Jiangsu Hongtu High Technology Co.Ltd(600122) 9200591400 Securities Co., Ltd. finance 2021 / 5 / 6 – proprietary account
Company consultant 2022 / 3 / 24 credit and securities lending – 17100 – stock account
The above stock trading accounts are the self operated account of China Securities Co.Ltd(601066) derivatives trading department and the special account for margin trading stocks. The China Securities Co.Ltd(601066) trading of Tiandi Science & Technology Co.Ltd(600582) stocks is based on the information publicly disclosed by Tiandi Science & Technology Co.Ltd(600582) and its own analysis and judgment on the securities market, industry development trend and Tiandi Science & Technology Co.Ltd(600582) stock investment value. It is carried out for the purpose of reasonable arrangement and capital demand planning, and has never been known, explored Obtain or make use of any insider information related to the spin off listing, and no person has ever disclosed relevant information to China Securities Co.Ltd(601066) or suggested China Securities Co.Ltd(601066) trading Tiandi Science & Technology Co.Ltd(600582) shares China Securities Co.Ltd(601066) 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 and other regulations China Securities Co.Ltd(601066) ‘s stock trading behavior has nothing to do with this spin off listing and does not constitute insider trading. In addition to the above circumstances, other legal persons within the scope of insider verification did not buy or sell the shares of listed companies during the self inspection period.
4、 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.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) on the special verification opinions on the self inspection report on the trading of stocks by insiders during the self inspection on the stock trading of the subsidiary of Tiandi Science & Technology Co.Ltd(600582) spin off from Beijing Tianma Zhikong Technology Co., Ltd. to the listing of science and Innovation Board) sponsor of the independent financial adviser:
Zhong Zhen, Feng Qiang
Co sponsor of Independent Financial Advisor:
Yang Jian, Zhang Ting
China Securities Co.Ltd(601066) mm / DD / yyyy
