Dongcheng District, Beijing Tel:
North Third Ring East Road 3652213236 / 7
P.C., Global trade center, No.:
100013, 11th floor, block B
About Henan Lantian Gas Co.Ltd(605368)
Of insider registration system
Development and Implementation
Verification opinions
Beijing Junzhi law firm
11 / F, block B, Global trade center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013
Add: 11/F, Tower B, Global Trade Center, No.36 North Third Ring Road East,
Dongcheng District, Beijing, 100013, PRC Tel: 010522132367
www.junzhilawyer. com.
Verification opinions: Beijing Junzhi law firm
About Henan Lantian Gas Co.Ltd(605368)
Verification opinions on the formulation and implementation of the insider registration system
Beijing Junzhi law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as ” Henan Lantian Gas Co.Ltd(605368) “, “the company” or “the listed company”) to act as the special legal adviser for the purchase of 52% equity of Changge Lantian NEW energy source Co., Ltd. (hereinafter referred to as “the transaction”) held by Changge Yulong Industrial Co., Ltd, According to the relevant provisions of laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies that publicly issue securities No. 26 – major asset restructuring of listed companies, the guidelines for the application of regulatory rules – listing class No. 1, and the guidelines for the supervision of listed companies No. 5 – the registration and management system for insiders of listed companies, In accordance with the recognized professional standards, ethics and diligence of the lawyer industry. Checked the formulation and implementation of Henan Lantian Gas Co.Ltd(605368) insider registration system. The specific contents are as follows:
1、 Formulation and implementation of the company’s insider registration system
(I) development of insider registration system
On November 6, 2020, the company held the 26th meeting of the 4th board of directors, passed the proposal on formulating the information disclosure management measures (Draft) and other systems, and formulated the Henan Lantian Gas Co.Ltd(605368) insider information insider management system (Draft) (hereinafter referred to as “insider information insider management system”).
(II) implementation of insider registration system
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies and other relevant laws, regulations and normative documents, as well as the relevant provisions of the company’s insider information management system, the company has taken the following necessary and sufficient confidentiality measures during the planning of this transaction:
Verification opinion 1. During the planning of this transaction, the company and the relevant parties of this transaction have taken necessary and sufficient confidentiality measures to limit the scope of relevant sensitive information and reduce the dissemination of insider information.
2. The company registered the insiders involved in this transaction and reported the list of insiders to Shanghai Stock Exchange.
3. In addition, the company also made a memorandum on the progress of this transaction, recording the specific links and progress of this transaction, including the time, place, participating institutions and personnel of scheme discussion, work content communication and other matters, and registered with Shanghai stock exchange for filing.
2、 Verification opinions
After verification, our lawyers believe that:
1. The company has formulated the insider management system in accordance with the securities law of the people’s Republic of China, the measures for the management of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 – the registration and management system of insiders of listed companies and the articles of association, which is in line with the provisions of relevant laws, regulations and other normative documents. 2. In this transaction, the company carried out the registration and reporting of insiders in accordance with the management system for insiders of inside information, and complied with the provisions of relevant laws, regulations and other normative documents.
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