Beijing Zhonglun law firm
About Yunnan Xiyi Industrial Co.Ltd(002265) this transaction
Self inspection report on the trading of stocks by insiders with relevant inside information
Special verification opinions
May, 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Yunnan Xiyi Industrial Co.Ltd(002265) this transaction
Self inspection report on the trading of stocks by insiders with relevant inside information
Special verification opinions
To: Yunnan Xiyi Industrial Co.Ltd(002265)
Beijing Zhonglun law firm accepts the entrustment of Yunnan Xiyi Industrial Co.Ltd(002265) (hereinafter referred to as ” Yunnan Xiyi Industrial Co.Ltd(002265) ,” listed company “or” company “), Served as the special legal adviser of Yunnan Xiyi Industrial Co.Ltd(002265) to issue shares and pay cash to China Ordnance Equipment Group Co., Ltd. (hereinafter referred to as “counterparty” or “Ordnance Equipment Group”) to purchase 100% equity (hereinafter referred to as “target assets”) of Chongqing construction industry (Group) Co., Ltd. (hereinafter referred to as “target company” or “construction industry”) and raise supporting funds (hereinafter referred to as “this transaction”).
According to the administrative measures for major asset restructuring of listed companies, 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 other relevant laws, regulations and normative documents, our lawyers checked the self-examination report on the trading of stocks by insiders related to this transaction issued by the company, And issue the special verification opinions.
For the special verification opinions, our lawyer hereby makes the following statement:
(I) the exchange issues legal opinions based on the facts that have occurred or existed before the date of issuance of the special verification opinions, the current laws and regulations of China and the relevant provisions of the CSRC, and these opinions are based on the understanding of the lawyers in charge of the exchange on the relevant facts and the understanding of the relevant laws.
(II) the exchange and the lawyers who signed the special verification opinions have strictly performed their statutory duties, followed the principles of diligence and good faith, and verified the legality, compliance, authenticity and effectiveness of the trading of shares by relevant personnel during the self inspection of this transaction. There are no false records, misleading statements and major omissions in the special verification opinions.
(III) in order to issue this special verification opinion, our lawyers reviewed the original, copy or copy of relevant inquiry records (inquiry certificate of shareholding and share change of information disclosure obligor, detailed list of shareholder share change) issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and self-examination report issued by relevant insiders, and conducted necessary verification and verification on relevant issues.
(IV) our lawyers have verified the relevant documents provided by Yunnan Xiyi Industrial Co.Ltd(002265) and other relevant parties according to the recognized business standards of the lawyer industry. Our lawyers determine whether a certain matter is legal and effective based on the applicable laws and regulations at the time of occurrence. For the facts related to the issuance of this special verification opinion that are difficult to conduct comprehensive verification due to objective restrictions or cannot be supported by independent evidence, our lawyers rely on the company The special verification opinions are issued by the supporting documents issued by relevant government departments, other relevant institutions or individuals.
(V) when issuing this special verification opinion, the handling lawyer of this office has fulfilled the special duty of care of legal professionals for legal related business matters and the general duty of care of ordinary people for other business matters.
(VI) in view of the limited means of investigation and evidence collection given to lawyers by laws and regulations, whether the behavior of relevant personnel involved in the special verification opinions constitutes insider trading shall be subject to the investigation and final determination results of relevant competent authorities.
(VII) our lawyers agree to take this special verification opinion as the legal document related to this transaction, report it together with other materials, and are willing to bear corresponding legal responsibilities.
(VIII) this special verification opinion is only used for the purpose of this transaction Yunnan Xiyi Industrial Co.Ltd(002265) and shall not be used for any other purpose or purpose without the written permission of the exchange.
Based on the above statement, the lawyers in charge of the firm, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, have issued special verification opinions on matters related to the transaction (subject to and limited to the matters on which the special verification opinions are issued):
1、 Scope and period of self-examination of insiders
In accordance with the requirements of 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 offering securities to the public No. 26 – major asset restructuring of listed companies, and the guidelines for the application of regulatory rules – listing class No. 1, the scope of self-examination of this transaction is: listed companies, counterparties and target companies, as well as their respective directors, supervisors and senior managers, Relevant intermediaries providing services for this reorganization and other legal and natural persons who know the inside information of this reorganization, as well as the immediate relatives of the above-mentioned relevant personnel.
The self inspection period of this transaction is from 6 months before the suspension date of Yunnan Xiyi Industrial Co.Ltd(002265) this major asset restructuring (May 21, 2021) to the day before the disclosure of Yunnan Xiyi Industrial Co.Ltd(002265) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft) (April 25, 2022).
2、 Verification of stock trading by relevant insiders
According to the inquiry certificate of shareholding and share change of information disclosure obligors, detailed list of shareholder share changes and self inspection report issued by relevant parties within the scope of self inspection issued by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as of April 25, 2022, the specific conditions of the above self inspection subject’s trading of shares of listed companies through stock exchanges during the self inspection are as follows:
Name, position and relative trading date change number of shares (shares) balance number of shares (shares) purchase / sale relationship
202106-10 – 147 China Jushi Co.Ltd(600176) 410 sold
202106-11 – 44100132310 sold
202107-2843600175910 purchase
Wang Hongchuan deputy general manager of construction industry 202108-06 – 8790088010
202108-16 – 880100 sold
202203-0832200 purchase
202204-14 – 322000 sold
202106-2112400 purchase
Vice president of construction industry 202106-22640018800 purchase of Chen Rui Wang Hong 202107-01 – 480014000 sale of Sichuan’s spouse 202107-02 – 7000 sale
202107-08 7007700 purchase
Name, position and relative trading date change number of shares (shares) balance number of shares (shares) purchase / sale relationship
202107-12 – 42003500 sold
202107-15 – 10 Shanxi Securities Co.Ltd(002500) sold
202107-19 – 2500 0 sold
202107-264000 purchase
202107-273 Avic Shenyang Aircraft Company Limited(600760) 0 purchase
202108-05 – 7600 0 sold
March 14, 20223200 purchase
202203-16 – 3200 sold
54 Zoje Resources Investment Co.Ltd(002021) 75402
202203-23700012400 purchase
202203-24 – 9 Eastone Century Technology Co.Ltd(300310) 0 sold
March 28, 20229 Jinjian Cereals Industry Co.Ltd(600127) 00 purchase
202203-28 90013600 purchase
202204-06 50014100 purchase
202204-07 – 7 Berry Genomics Co.Ltd(000710) 0 sold
202204-07 – 14005700 sold
202204-11940015100 purchase
