Huatai United Securities Co., Ltd
Verification opinions on whether the fluctuation of Sichuan Development Lomon Co.Ltd(002312) share price meets the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "the independent financial consultant") has accepted the entrustment of Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as "listed company" and "the company") as the representative of the listed company to develop Sichuan Mining Group Co., Ltd. (hereinafter referred to as "Chuanfa mining") by issuing shares Sichuan Salt Industry Corporation (hereinafter referred to as "Sichuan salt industry") is an independent financial consultant who purchased 100% equity of Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as "Tianrui mining" or "target company") jointly held by Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as "this transaction").
In accordance with the requirements of laws and regulations such as the notice on regulating the information disclosure of listed companies and the behavior of relevant parties (Zheng Jian Gong Si Zi [2007] No. 128) (hereinafter referred to as "No. 128 document") issued by the CSRC, Huatai United Securities checked the fluctuation of stock prices of listed companies before continuous suspension and issued verification opinions.
(I) the fluctuation of the company's share price meets the relevant standards in Article 5 of Document No. 128
Since the opening of the market on July 20, 2021, the trading of the company's shares has been suspended due to the planned issuance of shares to purchase assets and related party transactions. The closing price of the company's shares on the trading day before the suspension (July 19, 2021) was 10.98 yuan / share, and the closing price on the 21st trading day before the suspension (June 21, 2021) was 8.62 yuan / share. Within 20 trading days before the suspension of this transaction, the closing price of the company's shares increased by 27.38%.
Within 20 trading days before the suspension of this transaction, the Shenzhen Composite Index (399106) increased by 2.34%; The CSI chemical raw material index (930911. CSI) increased by 18.84% in total, as follows:
Share price / index rise and fall on June 21, 2021 and July 19, 2021
Sichuan Development Lomon Co.Ltd(002312) (yuan / share) 8.62 10.98 27.38%
Shenzhen Composite Index 2396.20 2452.32 2.34%
CSI chemical raw material index 9297.00 11048.33 18.84%
Excluding the impact of market factors, it rose or fell by 25.04%
Excluding the influence of industry sector factors, the rise and fall was 8.54%
In the 20 trading days before the suspension of this transaction, affected by the overall upward trend of the share price of the same industry sector and other factors, the company's share price increased by more than 20% relative to the overall market, meeting the relevant standards specified in Article 5 of Document No. 128.
According to the requirements of Article 5 of Document No. 128, when filing an application for administrative license, a listed company shall fully prove that there is no insider trading such as insiders and immediate family members.
(II) the confidentiality measures taken by the listed company and the self inspection of the trading of the shares of the listed company by the relevant personnel of this transaction
In the planning process of this transaction, in order to prevent the abnormal fluctuation of stock price caused by the disclosure of sensitive information and damage the interests of investors, the listed company and the trading parties of this transaction have adopted strict confidentiality measures and confidentiality systems on this transaction, as follows:
1. When the trading parties first contact, the listed company immediately informs the trading parties that they need to keep the discussion information strictly confidential and shall not use the discussion information to buy and sell the shares of the listed company. Insider trading will cause serious consequences to the parties and the transaction;
2. During the planning process of this transaction, the participants of all parties are limited to a few core personnel. All parties strictly narrow the scope of insiders of this transaction and strictly control the informed time of relevant personnel;
3. The listed company and the independent financial adviser remind all project participants that the relevant information of this transaction must be strictly confidential to other personnel, including relatives and colleagues;
4. The listed company has signed the confidentiality agreement with the intermediary institution, which stipulates that all parties shall strictly keep relevant information confidential and shall not disclose any confidential materials to any third party;
5. Listed companies shall, in accordance with the measures for the administration of major asset restructuring of listed companies, the notice on regulating the information disclosure of listed companies and the behavior of relevant parties, 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, the guidelines for the application of regulatory rules - listing class No. 1, and relevant laws and regulations, Insiders of the insider information of this transaction during the self inspection period, including 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, intermediaries 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 direct relatives of the above-mentioned relevant personnel, conducted self-examination on the trading of shares of the listed company.
According to the self inspection report provided by relevant parties within the scope of self inspection, during the above self inspection period, the above natural persons and institutions included in the scope of this transaction verification had the following situations of buying and selling the company's shares:
1. 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
On February 8, 2021, he bought 4000 shares of the company, and on March 17, 2021, Yao Hengping, vice president of the listed company, sold 12000 shares of the company
(all transactions before serving as executives of listed companies)
Sell 1000 shares on February 22, 2021; On February 23, it bought 300 shares of Yao Hengping, vice president of Geng Xingming listed company; 200 shares were purchased on February 24; On March 15, 2000 spouse shares were sold; 3500 shares sold on March 17
(all transactions before their spouses served as executives of listed companies)
Luo Xianming, vice president of the listed company, bought 30000 shares of the company on February 25, 2021, and Tang Yuxiang's spouse bought 40000 shares of the company on March 9, 2021
(all transactions before their spouses served as executives of listed companies)
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
Name / Title / relationship of personnel
corporate name
Assistant to the 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, except
