Beijing Deheng Law Firm
about
Baoshan Iron & Steel Co.Ltd(600019) spin off the subsidiary Baowu Carbon Technology Co., Ltd. to be listed on the gem
Stock trading during the period of self inspection by insiders with relevant inside information
Special verification opinions
12 / F, block B, Fukai building, No. Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 01052682888 Fax: 01052682999 zip code: 100033
Beijing Deheng Law Firm
About Baoshan Iron & Steel Co.Ltd(600019)
Spin off the subsidiary Baowu Carbon Technology Co., Ltd. to be listed on the gem
Stock trading during the period of self inspection by insiders with relevant inside information
Special verification opinions
Deheng 02f20200755- 00004 to: Baoshan Iron & Steel Co.Ltd(600019)
Beijing Deheng Law Firm (hereinafter referred to as “Deheng” or “the exchange”) accepted the entrustment of Baoshan Iron & Steel Co.Ltd(600019) (hereinafter referred to as ” Baoshan Iron & Steel Co.Ltd(600019) ” or “listed company”) to act as the special legal adviser for the listing of Baoshan Iron & Steel Co.Ltd(600019) spin off subsidiary Baowu Carbon Technology Co., Ltd. (hereinafter referred to as “Baowu carbon”) on the gem of Shenzhen Stock Exchange (hereinafter referred to as “the spin off”).
According to the measures for the administration of major asset restructuring of listed companies (revised in 2020), the measures for the administration of information disclosure of listed companies, the standards for the contents and forms of information disclosure of companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2022) Relevant provisions of current effective laws, regulations and normative documents, such as guidelines for the application of regulatory rules – listing category No. 1, guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies, Six months before the date of the resolution of the board of directors of the listed company on the spin off (November 22, 2021) 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 the GEM Listing (Revised Draft) (i.e. May 22, 2021 to April 28, 2022, hereinafter referred to as the “self inspection period”) Special verification has been carried out on the trading of shares in the secondary market, and the special verification opinions (hereinafter referred to as “the verification opinions”) have been issued.
In order to issue this verification opinion, the lawyer in charge of the office consulted the documents that he considered necessary in accordance with the current effective laws and regulations of the people’s Republic of China (hereinafter referred to as “China”) for the purpose of issuing this verification opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region, and in accordance with the recognized business standards, ethics and the spirit of diligence and diligence of the Chinese lawyer industry. Among them, for the fact that the issuance of this verification opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by the listed company or other relevant parties to issue this verification opinion.
In accordance with the provisions of the securities law of the people’s Republic of China, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this verification opinion, the undertaking lawyers of the firm have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in the verification opinions are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The issuance of this verification opinion by the exchange and the undertaking lawyer has obtained and ultimately depends on the following guarantee made by the listed company: the listed company has provided the exchange with all documents and materials necessary for the issuance of this verification opinion, including original written materials, copy materials, photocopy materials, confirmation letters or certificates and relevant oral testimony; Copies or copies of documents and materials provided to the exchange are consistent with the original; The documents, materials and testimony provided to the exchange are true, accurate, timely, complete and effective, and there is no concealment, falsehood, misleading or major omission; The signatures and / or seals of the documents provided to the exchange are authentic, and the signatories of the documents have legally authorized and effectively signed such documents.
This verification opinion only gives verification opinions on whether the trading of shares in the secondary market by the relevant parties and their relevant personnel during the self-examination period is suspected of insider trading and whether it constitutes a legal obstacle to this transaction. The exchange agrees to take this verification opinion as one of the necessary legal documents for the spin off and listing of the listed company, submit it to the competent authority for examination together with other materials, and bear corresponding legal liabilities according to law.
In accordance with the relevant laws and regulations and the relevant requirements of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the lawyer in charge of this office issued the following verification opinions:
1、 The period and scope of the insider’s self-examination of the inside information of this transaction
The self inspection period is from 6 months before the date of the resolution of the board of directors of the spin off listed company (May 22, 2021) to Baoshan Iron & Steel Co.Ltd(600019) on the spin off of Baowu Carbon Technology Co., Ltd
As of the trading day (April 28, 2022) before the disclosure of the plan for the listing of limited companies on the gem (Revised Draft).
The scope of this self-examination includes: listed companies and their controlling shareholders, Baowu carbon industry and other legal persons holding more than 5% shares of Baowu carbon industry (i.e. Maanshan Iron and steel (Group) Holding Co., Ltd.), directors, supervisors, senior managers and relevant informed personnel of the above-mentioned subjects, intermediaries and relevant informed personnel of this spin off listing, as well as the immediate relatives of the above-mentioned natural persons (including spouses, parents and adult children).
2、 The insider information of this transaction is the insider’s trading of stocks
According to the self-examination report issued by relevant parties within the scope of this self-examination, the inquiry certificate of shareholding and share change of information disclosure obligor issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, the self-examination report and written instructions issued by relevant subjects, and verified by the lawyer in charge of this office, during the period of self-examination, The above natural persons and institutions included in the verification scope of this transaction have the following situations of buying and selling the shares of listed companies:
(I) trading of shares of listed companies by natural persons
Cumulative number of purchased shares cumulative number of sold shares at the end of the period unlimited number name related relationship (shares) (shares) Shareholding of tradable shares (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, a direct relative of Li Yongdong, the former director of Wu carbon industry 1200 0
genus
5 Wang Li, senior vice president of dongbaowu carbon industry 4550087800 0
6 Chen Rongbao, direct relative of Zhu Renliang, director of Wu carbon industry 10000
7 direct relatives of Zhu Yujin, 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, Li Junhai 7002000 0
Immediate family
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, the operator of the spin off and listing project Guo Yu 4600
Immediate family members
Cumulative number of purchased shares cumulative number of sold shares at the end of the period unlimited number name related relationship (shares) (shares) Shareholding of tradable shares (shares)
20 weeks Lu Ping’s immediate family members of LV Miao 265001 China High-Speed Railway Technology Co.Ltd(000008) 100, who handled the spin off and listing project
21 Li Wei, manager of this spin off and listing project, Zhang Si 1990049800 100
Direct relatives of Yang
22 Huang Pingping, the operator of the spin off and listing project Huang Xiao 1180016800 0
Immediate relatives of LAN Zhi
23 Gu Han’s agency lawyer handling the spin off project 200200
personnel
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) deputy general manager Wu Junzhi’s immediate family 0 2000 0
genus
The above-mentioned persons have issued statements and commitments on their behavior of buying and selling Baoshan Iron & Steel Co.Ltd(600019) shares during the self inspection, 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: on the signing date of this note, until Baoshan Iron & Steel Co.Ltd(600019) this spin off is completed or Baoshan Iron & Steel Co.Ltd(600019) is declared final
”
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 relevant institutions
Total number of related shares sold (balance of related shares)
