Zheng Quan Zhi Xing·2025-06-24 16:44Core Viewpoint - The report from CITIC Securities indicates that the trading activities of insiders related to the acquisition of 80% of Zhizhe Tongxing Brand Management Consulting (Beijing) Co., Ltd. by Guangdong Yinsai Brand Marketing Group Co., Ltd. do not constitute insider trading and do not pose substantial obstacles to the transaction [1][11]. Summary by Sections Transaction Overview - Guangdong Yinsai Brand Marketing Group Co., Ltd. plans to acquire 80% of Zhizhe Tongxing Brand Management Consulting (Beijing) Co., Ltd. through a combination of issuing shares and cash payments [1]. - The company intends to raise matching funds by issuing shares to no more than 35 qualified investors [1]. Self-Examination Period - The self-examination period for this transaction spans from six months prior to the first disclosure of the restructuring matter or the suspension of stock trading (whichever is earlier) until the day before the disclosure of the restructuring report, specifically until April 2024 [1]. Examination Scope - The examination scope includes insiders and related parties involved in the transaction [1]. Trading Activities of Related Parties - During the self-examination period, natural persons identified as insiders did not engage in direct trading of the company's stock in the secondary market [3]. - Two investment platforms, Orange Alliance Investment and Zhuhai Sunrise Investment, which are employee stockholding platforms, engaged in selling the company's stock [2][3]. - Orange Alliance Investment sold 5,416,830 shares, while Zhuhai Sunrise Investment sold 358,205 shares during the self-examination period [3]. Declarations and Commitments - Both Orange Alliance Investment and Zhuhai Sunrise Investment issued declarations stating that their trading activities were independent and unrelated to the restructuring process [4][6]. - Wu Hongshan, who was elected as a supervisor and chairman of the supervisory board, confirmed that his stock trading activities were based on personal financial needs and market judgment, unrelated to insider information [5][7]. CITIC Securities' Trading Activities - CITIC Securities reported trading activities during the self-examination period, including buying 1,008,700 shares and selling 1,008,900 shares, resulting in a net holding of zero shares by June 4, 2025 [8]. - The company emphasized that its trading decisions were based on publicly available information and independent analysis, with no insider information utilized [8][10]. Independent Financial Advisor's Opinion - CITIC Securities concluded that the trading activities of the involved parties did not constitute insider trading and would not impede the transaction [11].