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紫金矿业: 中信证券股份有限公司关于紫金矿业集团股份有限公司分拆所属子公司紫金黄金国际有限公司至香港联交所上市相关内幕信息知情人买卖股票情况之专项核查意见
Zheng Quan Zhi Xing·2025-06-24 17:33

Core Viewpoint - The article discusses the planned spin-off of Zijin Mining Group's subsidiary, Zijin Gold International, for listing on the Hong Kong Stock Exchange, along with the independent financial advisor's review of insider trading activities related to this event [1][6]. Summary by Sections Spin-off Plan - Zijin Mining Group intends to spin off its subsidiary, Zijin Gold International, for a listing on the Hong Kong Stock Exchange [1]. - The spin-off is subject to various regulations, including the "Rules on Spin-off of Listed Companies" and "Management Measures for Major Asset Restructuring of Listed Companies" [1]. Insider Information Review - The review period for insider trading activities spans from October 29, 2024, to May 26, 2025, covering six months prior to the disclosure of the spin-off plan [1]. - The scope of the review includes current directors, supervisors, senior management, and related personnel of both the parent company and the subsidiary, as well as major shareholders and relevant intermediaries [1]. Trading Activities - During the review period, the following trading activities were noted: - CITIC Securities, as the independent financial advisor, reported buying 189,102,677 shares and selling 151,307,982 shares of Zijin Mining [1]. - Other trading activities by related personnel were also documented, with specific buy and sell figures provided [1][2]. Compliance and Commitments - The independent financial advisor established an "Information Barrier System" to prevent insider trading and ensure compliance with regulations [1]. - Relevant personnel and their immediate family members provided declarations stating that their trading activities were based on market information and personal judgment, with no connection to the spin-off [2][3][4]. Conclusion of Review - The independent financial advisor concluded that the trading activities during the review period did not constitute insider trading as defined by relevant laws, and thus do not pose a legal obstacle to the spin-off [5][6].