Huatai United Securities Co., Ltd
Verification opinions on Sichuan Development Lomon Co.Ltd(002312) the self inspection report on the trading of shares by insiders related to the restructuring
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as "listed company" and "company") intends to issue shares to Sichuan Development Mining Group Co., Ltd. (hereinafter referred to as "Sichuan development mining") Sichuan Salt Industry Corporation (hereinafter referred to as "Sichuan salt industry") purchased 100% equity of Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as "Tianrui mining" or "target company") jointly held by it (hereinafter referred to as "this transaction" or "this reorganization").
According to the measures for the administration of major asset restructuring of listed companies (revised in October 2019), the notice on regulating information disclosure of listed companies and the behavior of relevant parties (Zheng Jian Gong Si Zi [2007] No. 128) The provisions of the standards for the content and format of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies (revised in 2022) (CSRC announcement [2018] No. 36), guidelines for the application of regulatory rules - listing class No. 1 and other documents, As the independent financial adviser of this transaction, Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "the independent financial adviser") has verified the self-examination report on the trading of shares of listed companies by insiders related to this transaction, as follows:
1、 During the insider's self inspection of the insider of this transaction
The self-examination period of insiders of this transaction is: six months before the first disclosure of this restructuring by the listed company or the application for stock suspension of this restructuring (whichever is earlier) to the day before the disclosure of the restructuring report, that is, from January 20, 2021 to January 14, 2022.
2、 Verification scope of insider information of this transaction
The insider verification scope of this transaction includes the listed company, the controlling shareholders of the listed company and their persons acting in concert (also as the counterparty of this transaction), the target company, their respective directors, supervisors and senior managers, the intermediary institutions and specific business handling personnel providing intermediary services for this transaction, And other legal and natural persons who know the inside information of the reorganization, as well as the immediate relatives of the above-mentioned relevant personnel. 3、 Self inspection results
According to the self inspection report issued by the personnel within the self inspection scope, during the self inspection period, the above natural persons and institutions included in the verification scope of this transaction had the following situations of buying and selling the company's shares:
(I) trading of company shares by natural persons
During the self inspection period, the insider checked the trading of the company's shares by natural persons within the scope of verification:
Name / Title / relationship of personnel
corporate name
On April 23, 2021, the shareholders of lijiaquan listed company obtained 123897378 shares of the company's shares through agreement transfer
Yao Hengping, vice president of the listed company, bought 4000 shares of the company on February 8, 2021 and sold 12000 shares of the company on March 17, 2021
Yao Hengping, vice president of the listed company, sold 1000 shares on February 22, 2021; 300 shares of Geng Xingming's spouse were purchased on February 23; 200 shares were purchased on February 24; 2000 shares sold on March 15; 3500 shares sold on March 17
Luo Xianming, vice president of Tang Yuxiang listed company, bought 30000 shares of the company on February 25, 2021 and 40000 shares of the company on March 9, 2021
Directors of Zhujiang listed company purchased 115900 shares of the company on October 20, 2021
5300 shares were purchased on June 9, 2021, 1300 shares were purchased on June 18, 2021 by the director and deputy general manager of Zou Yijun's target company, and 6600 shares were sold on July 7, 2021; 19100 shares were purchased on July 12, 2021 and 19100 shares were sold on July 19, 2021
Zou Yanhua's director and deputy general manager of the target company bought 2000 shares on June 30, 2021 and sold 2000 shares on Zou Yijun's brothers and sisters day on July 7, 2021
On January 26, 2021, 2000 shares were purchased, and on January 27, 2000 shares of Ren Junbiao's vice chairman of the trade union were sold; 2000 shares were purchased on February 1, 2000 shares were purchased on February 2, and 4000 shares were sold on February 19
Shi Xuefeng, head of the legal department of the target company, bought 3000 shares on June 7, 2021 and sold 3000 shares on June 8, 2021
The assistant general manager of the target company, elected to buy 600 shares on June 21, 2021, 700 Robo mine car room director shares on June 23, and sell 600 shares on June 23; 600 shares were purchased on June 24; 1300 shares sold on June 30
Purchase 3000 shares on July 15, 2021; On July 16, 3000 shares of Zeng lingchuanfa mining project investment post were sold; Purchase 1000 shares on August 20; On August 23, the mother of Yang Zongji sold 1000 shares; 2400 shares were purchased on September 2; 2400 shares sold on September 9
For the above behavior of buying and selling Sichuan Development Lomon Co.Ltd(002312) shares:
(1) Li Jiaquan purchased 123897378 shares of the company's shares through agreement transfer on April 23, 2021. There is no case of stock trading using insider information.
(2) Yao Hengping, Geng Xinming, Tang Yuxiang, Zeng Ling, Zou Yanhua, Ren Jun, Shi Xuefeng and Luo bo have issued the letter of commitment respectively, It states: "during the above-mentioned trading of Sichuan Development Lomon Co.Ltd(002312) shares, I did not obtain any insider information related to Sichuan Development Lomon Co.Ltd(002312) This transaction. My above-mentioned stock trading behavior is entirely based on the open market and my independent judgment. It is an independent investment behavior after I am optimistic about the development prospect of Sichuan Development Lomon Co.Ltd(002312) . There is no other situation of using insider information for stock trading. If Sichuan Development Lomon Co.Ltd(002312) implements this transaction, I will I will no longer buy or sell Sichuan Development Lomon Co.Ltd(002312) shares from the date of relevant announcement to the date of completion of this transaction. After the completion of this transaction, I will strictly abide by the company law, the securities law and other laws and regulations and the normative documents issued by relevant regulatory authorities to buy and sell Sichuan Development Lomon Co.Ltd(002312) shares. In case of violation of the above commitments, I am willing to bear all responsibilities arising therefrom and fully compensate or compensate all direct or indirect losses caused to Sichuan Development Lomon Co.Ltd(002312) . "
(3) Zhu Jiang has issued the situation statement, Specify: "This is a misoperation that led to the purchase of the company's shares during the periodic report window. Neither my mother nor I have been informed of the company's insider information, nor have I used the insider information to buy and sell the company's shares. I will strictly abide by the description of the reduction plan issued on the issue of shares by the company to purchase 100% equity of Sichuan development Tianrui Mining Co., Ltd., and promise to call the listed company for the first time During the period from the date when the board of directors deliberates the matters related to this transaction to the completion of the implementation of this transaction, the shares of the listed company held by the company shall not be reduced in any way, and there is no share reduction plan. For the company's shares purchased in violation of the regulations, we promise that if we sell this part of the shares in the future, all the proceeds will belong to the listed company. "
(4) Zou Yijun has issued the letter of commitment, It states: "during the above trading of Sichuan Development Lomon Co.Ltd(002312) shares, I did not participate in the planning and docking related to Sichuan Development Lomon Co.Ltd(002312) This transaction, nor did I obtain and know the insider information related to Sichuan Development Lomon Co.Ltd(002312) This transaction. I chose Sichuan Development Lomon Co.Ltd(002312) based on public market information and personal independent judgment It is because it is the leader in the industrial grade monoammonium phosphate industry and an individual independent investment behavior. There is no other situation of stock trading using insider information. I have sold the purchased shares in time and no longer hold Sichuan Development Lomon Co.Ltd(002312) shares. If Sichuan Development Lomon Co.Ltd(002312) implements this transaction, I will not buy or sell Sichuan Development Lomon Co.Ltd(002312) shares from the date of Sichuan Development Lomon Co.Ltd(002312) relevant announcement to the date of completion of this transaction. After the completion of this transaction, I will strictly abide by the company law, the securities law and other laws and regulations and the normative documents issued by relevant regulatory authorities to buy and sell Sichuan Development Lomon Co.Ltd(002312) shares. In case of violation of the above commitments, I am willing to bear all responsibilities arising therefrom and fully compensate or compensate all direct or indirect losses caused to Sichuan Development Lomon Co.Ltd(002312) . " According to the self inspection report issued by the self inspection object and relevant instructions, in addition to the above, during the self inspection period, the natural persons within the verification scope of the insider did not buy or sell the company's shares.
(II) trading of shares of the company by legal persons
On August 31, 2020, Chuanfa mining signed the conditional effective share subscription agreement with the listed company, and Chuanfa mining subscribed 385865200 non-public shares of the listed company at the price of 5.12 yuan / share. On March 19, 2021, the listed company issued new shares to be listed on Shenzhen Stock Exchange (hereinafter referred to as "the previous fixed increase"). Sichuan Development Mining Group Co., Ltd. did not buy or sell Sichuan Development Lomon Co.Ltd(002312) shares except for the previous fixed increase. According to the self inspection report and relevant instructions issued by the self inspection object, in addition to the above circumstances, during the self inspection period, the legal persons within the verification scope of the insider did not buy or sell the shares of the listed company.
Subsequent listed companies will submit an application to the share registration authority as soon as possible to inquire about the trading of shares by insider information during the self inspection period, and make supplementary disclosure of the trading of shares by insider information during the self inspection period (if necessary) according to the inquiry certificate on Shareholding and share change of information disclosure obligor issued by the share registration authority. 4、 Verification opinions of independent financial advisor
According to the self inspection report and relevant instructions provided by relevant parties within the scope of self inspection, through verification, the independent financial adviser believes that during the above self inspection period, some relevant natural persons and legal persons have bought and sold the shares of listed companies, which is not an act of trading by using the insider information of this transaction and does not constitute a legal obstacle to this transaction; In addition to the above, the insider included in this transaction did not buy or sell the shares of the listed company during the self inspection period.
(no text below)
(there is no text on this page, which is the signature and seal page of the verification opinions of Huatai United Securities Co., Ltd. on the self inspection report on the trading of shares by insiders related to Sichuan Development Lomon Co.Ltd(002312) this restructuring) financial advisor sponsor:
Zhu Hongwei, Feng zhexiao
Huatai United Securities Co., Ltd. (seal) January 14, 2022
