China Merchants Securities Co.Ltd(600999)
About Henan Lantian Gas Co.Ltd(605368)
Formulation and implementation of insider registration system
Verification opinion of independent financial advisor
Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as " Henan Lantian Gas Co.Ltd(605368) " or "listed company") intends to purchase 52% equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as "Changge Lantian") held by Changge Yulong Industrial Co., Ltd. by issuing shares (hereinafter referred to as "this transaction" or "this reorganization"). After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) .
According to the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 - registration and management system for insiders of listed companies (CSRC announcement [2022] No. 17) and other relevant provisions, China Merchants Securities Co.Ltd(600999) (hereinafter referred to as " China Merchants Securities Co.Ltd(600999) " or "this independent financial consultant") serves as the independent financial consultant of Henan Lantian Gas Co.Ltd(605368) this transaction, Carefully check the formulation and implementation of Henan Lantian Gas Co.Ltd(605368) insider registration system, as follows:
1、 Formulation of insider registration system of listed companies
On November 6, 2020, the 26th meeting of the Fourth Board of directors of Henan Lantian Gas Co.Ltd(605368) deliberated and adopted the proposal on the formulation of 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").
2、 Implementation of the insider registration system of listed companies
In the process of negotiating and determining this transaction between the listed company and the counterparty, the scope of insiders shall be reduced as much as possible to reduce the dissemination of insider information.
The listed company registered the insiders involved in this transaction and timely reported the list of insiders to Shanghai Stock Exchange.
In addition, the listed company also made a memorandum on the progress of the transaction, recording the specific links and progress of the transaction, including the time, place, participating institutions and personnel of scheme discussion, work content communication and other matters, and registered with the Shanghai stock exchange for record.
3、 Verification opinions of independent financial advisor
Upon verification, China Merchants Securities Co.Ltd(600999) believes that:
1. The listed company has formulated the insider management system in accordance with the relevant provisions of the securities law, the measures for the administration 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 (CSRC announcement [2022] No. 17) and the articles of association, which is in line with the provisions of relevant laws and regulations.
2. In this transaction, the listed company carried out the registration and reporting of insider information in accordance with the management system for insider information, which is in line with the provisions of relevant laws and regulations and the company's system.
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(there is no text on this page, which is the seal page of China Merchants Securities Co.Ltd(600999) independent financial consultant's verification opinions on the formulation and implementation of Henan Lantian Gas Co.Ltd(605368) insider information insider registration system) sponsor of independent financial consultant:
Wang Huizheng, Liu Haiyan
China Merchants Securities Co.Ltd(600999) mm / DD / yyyy
