Citic Securities Company Limited(600030) about
Baoshan Iron & Steel Co.Ltd(600019) spin off subsidiaries
Information on the trading of stocks by insiders during the self inspection of stock trading from Baowu Carbon Technology Co., Ltd. to GEM Listing
Special verification opinions
In accordance with the provisions of relevant laws and regulations 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, and the guidelines for the supervision of listed companies No. 5 - Registration and management system for insiders of listed companies, Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " and "independent financial consultant") as a spin off subsidiary of Baoshan Iron & Steel Co.Ltd(600019) (hereinafter referred to as " Baoshan Iron & Steel Co.Ltd(600019) " and "listed company"), Baowu Carbon Technology Co., Ltd. (hereinafter referred to as "Baowu carbon") is listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as "this spin off") The independent financial consultant of Baowu carbon industry and the sponsor of Baowu carbon industry's initial public offering of shares and listing on the gem 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. Shanghai Branch, as follows: I. during the self inspection of insiders of the spin off
The self-examination period for insiders of the spin off is from six months before the first announcement of the spin off to the trading day before the disclosure of Baoshan Iron & Steel Co.Ltd(600019) the plan for the spin off of its subsidiary Baowu Carbon Technology Co., Ltd. to be listed on the gem (Revised) (i.e. May 22, 2021 to April 28, 2022, hereinafter referred to as the "self-examination period"). 2、 Scope of insider verification of this spin off
(I) the company and its directors, supervisors and senior managers;
(II) Baowu carbon industry and its directors, supervisors and senior managers;
(III) the controlling shareholders of the company and their directors, supervisors and senior managers;
(IV) other legal persons holding more than 5% shares of Baowu carbon industry (i.e. Masteel (Group) Holding Co., Ltd.) and their directors, supervisors and senior managers;
(V) relevant intermediaries and their specific handling personnel in this spin off;
(VI) the spouses, parents and children over the age of 18 of the above-mentioned natural persons.
3、 Description of the purchase and sale of the company's shares by the verified object
According to the inquiry Records issued by Shanghai Branch of China Securities Depository and Clearing Corporation Limited, the trading of Baoshan Iron & Steel Co.Ltd(600019) shares by personnel and institutions within the verification scope of this spin off listing during the self inspection period is as follows:
(I) trading of shares of listed companies by natural persons
According to the relevant self inspection report and the inquiry certificate of shareholding and share change issued by zhongdeng company, the trading of Baoshan Iron & Steel Co.Ltd(600019) shares by the relevant natural persons involved in the spin off during the self inspection period is as follows:
Ending unlimited serial number name affiliated unit / relationship cumulative purchased shares cumulative sold shares tradable shares (shares) (shares) shareholding (shares)
1 Director of Huzhong jiebaowu carbon industry 33 Beijing Dalong Weiye Real Estate Development Co.Ltd(600159) 6000
2 Zhu Renliang served as a director of Baowu carbon industry during the reporting period 01737 Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) 00
3 Mao Xinping, director of Baowu carbon industry 2000 0176400
4 Xu Qinbao, the immediate family member of Li Yongdong, the former director of Wu carbon industry 1200 0
Dongwu liwang 875 senior management personnel
6 Chen Rongbao, immediate family member of Zhu Renliang, former director of Wu carbon industry, 10000
7 direct relatives of Zhu Yujin, former director of Baowu carbon industry, Zhu Renliang 0 1900 0
8 direct relatives of Ruan Nan Baowu carbon industry director Zhang Chongyang 011000
9 li Mingli, direct relative of Zhang Yubin, supervisor of Baowu carbon industry 2300
10 Li Chunchao, senior manager of Baowu carbon industry, direct line of Li Junhai 7002000 0
relatives
11 Guo Yu's handling personnel of the spin off and listing project 100 0
12 Liu Bin, the handling personnel of the spin off and listing project 804 Dymatic Chemicals Inc(002054) 0015000
13. Chen Ruihong's handling personnel of the spin off and listing project 0 4500 0
14 Xu Yuhui's handling personnel of the spin off and listing project 14000
15 ran Rui text sub spin off listing project handling personnel 6 Shenzhen China Bicycle Company (Holdings) Limited(000017) Henan Zhongyuan Expressway Company Limited(600020) 000
16 Wang Baofeng's handling personnel of the spin off and listing project 0 2000 0
17. Wang Xu's handling personnel of the spin off and listing project are 4000
18. Wang Xin's handling personnel of this spin off and listing project 1200 0
19 Gu Juantao Guo Yuzhi 4600, the operator of the spin off and listing project
Kinship
20 weeks, Lu Ping's handling personnel of the spin off and listing project LV Miaozhi 265001 China High-Speed Railway Technology Co.Ltd(000008) 100 are relatives
21 Li Wei, manager of this spin off and listing project, Zhang Siyang, 1990049800 100
Immediate family
22 Huang Pingping, the manager of the spin off and listing project Huang Xiaolan 1180016800 0
Immediate family
23 Gu Han, the lawyer handling personnel of the intermediary agency of the spin off project 200
24 direct relatives of Zhang Helie, director of Baowu, Zhang Jin 2400 0
25 Jiang Qinglan Baoshan Iron & Steel Co.Ltd(600019) director Zhou Xuedong's immediate family 0 7000
26 Bai Yan Baoshan Iron & Steel Co.Ltd(600019) senior manager Wu Junzhi's immediate family 0 2000 0
genus
The above-mentioned personnel have issued statements and commitments on their behavior of buying and selling Baoshan Iron & Steel Co.Ltd(600019) shares during the verification period, as follows:
"The above-mentioned trading of Baoshan Iron & Steel Co.Ltd(600019) shares was conducted without knowing any information about Baoshan Iron & Steel Co.Ltd(600019) this spin off. It was an investment conducted according to the public market information and my own judgment. I have never known or explored any insider information about the above-mentioned matters, nor learned any relevant insider information from anyone, or accepted any suggestions on trading Baoshan Iron & Steel Co.Ltd(600019) shares with relevant insider information Discussion.
I promise: if the above-mentioned trading of Baoshan Iron & Steel Co.Ltd(600019) shares is found to be improper by relevant departments, I am willing to hand over all the proceeds obtained from the above Baoshan Iron & Steel Co.Ltd(600019) stock trading to Baoshan Iron & Steel Co.Ltd(600019) .
I promise that I will strictly abide by relevant laws and regulations and normative documents issued by the competent securities authority to regulate trading behavior and will not use insider information to buy or sell Baoshan Iron & Steel Co.Ltd(600019) shares during the period from the signing date of this statement to the completion of Baoshan Iron & Steel Co.Ltd(600019) this spin off or the termination of Baoshan Iron & Steel Co.Ltd(600019) this spin off.
I guarantee that the above statement is true, accurate and complete, and I am willing to bear legal responsibility for its authenticity, accuracy and completeness. "
(II) trading of shares of listed companies by legal persons
Citic Securities Company Limited(600030) is the independent financial advisor and sponsor of this spin off listing. During the period of self inspection, there was a situation of trading Baoshan Iron & Steel Co.Ltd(600019) shares. The details are as follows:
Title / relationship account name cumulative buying cumulative selling self inspection period end holding
(shares) (shares)
(shares)
Self operated business 95562150988797001397930
Stock account
Citic Securities Company Limited(600030) shares margin trading 0 0526700
Special account for financial consultant of branch Co., Ltd
asset management
Business stock 13190614511194136121930884
account
Citic Securities Company Limited(600030) established and effectively implemented the information separation wall system and the registration system for insiders of undisclosed information. The company's investment banking and self operated businesses operate and manage independently in terms of departments, personnel, funds and accounts, and the office space is separated from each other, which can realize the effective isolation of insider information and other undisclosed information between businesses with mutual interest conflicts, Control the improper circulation and use of the above information, prevent insider trading, and avoid interest conflicts between the company and customers, between customers and customers, and between employees and the company and customers. The company's trading of Baosteel shares in its own account is a decision made based on its own independent investment research, which belongs to its daily market-oriented behavior, and has not learned or used the insider information obtained by the investment bank.
Huabao Securities Co., Ltd. (hereinafter referred to as "Huabao securities") is the sponsor of the spin off and listing. During the self inspection period, it has bought and sold Baoshan Iron & Steel Co.Ltd(600019) shares. The details are as follows:
Cumulative purchase and cumulative sale self inspection at the end of the period
Name title / relationship account name (shares) (shares)
(shares)
Asset management of Huabao securities
100 shares of sponsor business of 0 Co., Ltd
account
The above transaction is a transaction under Huabao securities quantitative strategy asset management product. The asset management product automatically selects shares and invests in and trades according to the established investment strategy. The manager does not adjust the stocks selected by the strategy, which does not belong to the insider trading behavior by using the insider information of this spin off. In addition, Huabao securities did not buy or sell Baoshan Iron & Steel Co.Ltd(600019) shares during this verification. 4、 Conclusion
For this spin off, the listed 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
After verification, the independent financial adviser believes that: during the self inspection 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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