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因赛集团: 北京大成律师事务所发行股份购买资产暨关联交易相关主体自查期间内买卖股票情况专项核查意见
Zheng Quan Zhi Xing· 2025-06-24 16:44
Core Viewpoint - The special legal opinion issued by Beijing Dacheng Law Firm confirms that the stock trading activities of insiders related to Guangdong Yinsai Brand Marketing Group Co., Ltd. during the self-inspection period do not constitute insider trading related to the company's upcoming asset restructuring [1][14]. Group 1: Background and Legal Framework - The special legal opinion is based on the Securities Law, Major Asset Restructuring Management Measures, and relevant disclosure guidelines [1]. - The self-inspection period for insider trading is defined as the six months prior to the stock suspension application until the day before the restructuring report disclosure, specifically from April 22, 2024, to June 4, 2025 [4]. Group 2: Stock Trading Activities - During the self-inspection period, Zhuhai Xuri Investment Partnership sold 358,205 shares of Yinsai Group, with the trading activities unrelated to the restructuring [5]. - Guangdong Chengmeng Investment Partnership sold 113,700 shares on October 10, 2024, also unrelated to the restructuring, and had previously disclosed its reduction plan [7]. - China Merchants Securities and CITIC Securities conducted their trading activities based on publicly available information and maintained strict information isolation to prevent insider trading [10][12]. Group 3: Legal Responsibility and Conclusions - The law firm asserts that the self-inspection reports and declarations from the involved parties are true, accurate, and complete, indicating no insider trading occurred [14]. - The opinion concludes that the trading activities of the relevant institutions during the self-inspection period do not pose a substantial legal obstacle to the upcoming restructuring [14].
东睦股份: 上海市锦天城律师事务所关于东睦新材料集团股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易之相关人员买卖股票情况之专项核查意见
Zheng Quan Zhi Xing· 2025-06-19 10:45
Core Viewpoint - The law firm Shanghai Jintiancheng has conducted a special review of stock trading activities by insiders related to the asset acquisition and fundraising transaction of Dongmu New Materials Group Co., Ltd, ensuring compliance with relevant laws and regulations [3][6][31] Group 1: Transaction Overview - The transaction involves issuing shares and paying cash to acquire assets while raising supporting funds, categorized as a related party transaction [3][4] - The review period for insider trading activities spans from six months before the first trading suspension to the day before the draft report disclosure, specifically from August 24, 2024, to June 6, 2025 [6] Group 2: Insider Trading Review - The review included an examination of stock trading activities by insiders during the specified self-inspection period, confirming that relevant individuals did not engage in insider trading [6][31] - Specific individuals, including directors and managers, provided declarations affirming that their stock transactions were based on independent judgment and not influenced by insider information [7][10][12] Group 3: Compliance and Declarations - All involved parties have committed to adhering to legal regulations and have stated that their trading activities were not related to the transaction in question [11][19][25] - The law firm has confirmed that the findings of the review are accurate and complete, with no false statements or significant omissions [4][5][6]
东睦股份: 中国国际金融股份有限公司关于东睦新材料集团股份有限公司本次交易相关内幕信息知情人买卖股票情况的自查报告之专项核查意见
Zheng Quan Zhi Xing· 2025-06-19 10:45
Core Viewpoint - Dongmu New Materials Group Co., Ltd. plans to acquire 34.75% equity of Shanghai Fuchi High-Tech Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from no more than 35 specific investors [1][2]. Group 1: Transaction Overview - The self-inspection period for insider information trading related to this transaction spans from six months before the first trading suspension to one day before the disclosure of the transaction report, specifically from August 24, 2024, to June 6, 2025 [2]. - The scope of the insider information trading inspection includes directors, supervisors, senior management, major shareholders, and related personnel of both the listed company and the target company, as well as their immediate family members [2]. Group 2: Trading Activities - During the self-inspection period, various individuals and institutions within the defined scope engaged in trading activities involving the company's stock, with specific transactions documented [3][5][6]. - Notable transactions include: - On September 18, 2024, Chen Zhiyuan bought 600 shares and sold 600 shares on the same day [5]. - On October 16, 2024, the chairman of Dongmu, Zhu Zhirong, sold 46,140 shares [9]. - On October 29, 2024, Huang Yanjing, a supervisor, bought 300 shares [13]. Group 3: Compliance and Declarations - All involved parties have declared that their trading activities were based on independent judgment regarding market conditions and did not utilize any insider information related to the transaction [6][10][12]. - The independent financial advisor concluded that the trading activities of the relevant individuals and institutions during the self-inspection period did not constitute insider trading and did not pose substantial legal obstacles to the transaction [42][43].
地铁设计: 华泰联合证券有限责任公司关于广州地铁设计研究院股份有限公司本次交易相关内幕信息知情人买卖股票情况的自查报告的核查意见
Zheng Quan Zhi Xing· 2025-06-18 08:20
Core Viewpoint - The company intends to acquire 100% equity of Guangzhou Metro Engineering Consulting Co., Ltd. from Guangzhou Metro Group through a share issuance and raise supporting funds from no more than 35 specific investors [1] Group 1: Insider Information and Stock Trading - The self-inspection period for insider information related to this transaction spans from July 5, 2024, to the day before the disclosure of the restructuring report [2] - The scope of the insider information check includes various stakeholders such as the company's directors, supervisors, senior management, controlling shareholders, and their immediate family members [3] Group 2: Trading Activities of Insiders - During the self-inspection period, no legal entities involved in the transaction traded the company's stock in the secondary market [2] - Five natural persons were identified to have traded the company's stock during the self-inspection period, including a current director and employees related to the transaction [2][3] Group 3: Commitments and Statements from Insiders - All identified insiders provided statements and commitments asserting that their stock trading activities were based on personal judgment and not influenced by insider information [4][5][6][7][8][9][10][11] - The independent financial advisor concluded that the trading activities of the identified insiders did not constitute insider trading and would not pose a substantial obstacle to the transaction [11][12]
纳睿雷达: 广东精诚粤衡律师事务所关于广东纳睿雷达科技股份有限公司发行股份及支付现金购买资产并募集配套资金内幕信息知情人买卖股票的专项核查意见
Zheng Quan Zhi Xing· 2025-06-13 11:25
Core Viewpoint - The report provides a legal opinion regarding insider trading related to the acquisition of assets by Guangdong Narui Radar Technology Co., Ltd, confirming that the insider trading activities during the specified period do not constitute illegal insider trading under applicable laws [1][9]. Group 1: Insider Information and Trading - The scope of the insider information includes individuals who are aware of the transaction, and the review period spans from six months before the stock suspension request to the day before the disclosure of the draft report [2][3]. - During the review period, specific individuals, including Zhang Yuanhui, engaged in buying and selling Narui Radar stocks, with a total of 286,432 shares bought and 286,441 shares sold, resulting in a balance of zero shares by May 30, 2025 [4][8]. Group 2: Declarations and Commitments - Zhang Yuanhui declared that her trading activities were based on publicly available information and personal judgment, asserting no knowledge of insider information related to the transaction [5][6]. - Chen Keying, the controlling shareholder's manager, confirmed that she did not disclose any transaction-related information to her direct relatives and that her mother's trading was independent of any insider information [6]. Group 3: Company and Institutional Trading Activities - Narui Radar initiated a share buyback program on March 1, 2024, purchasing 378,306 shares without any indication of insider trading [7][8]. - CITIC Securities, acting as the independent financial advisor, maintained strict information barriers to prevent insider trading, confirming that their trading activities were normal business operations [8][9]. Group 4: Conclusion of the Review - The legal opinion concludes that the trading activities of the identified insiders during the review period do not violate the Securities Law or other applicable regulations, and thus do not pose a legal obstacle to the transaction [9].
纳睿雷达: 中信证券股份有限公司关于广东纳睿雷达科技股份有限公司本次交易相关主体买卖股票情况自查报告的核查意见
Zheng Quan Zhi Xing· 2025-06-13 11:25
Group 1 - The article discusses the self-inspection report regarding stock trading activities by insiders related to the acquisition of 100% equity of Tianjin Sigma Microelectronics Technology Co., Ltd. by Guangdong Narui Radar Technology Co., Ltd. [1] - The independent financial advisor, CITIC Securities, conducted a review of stock trading activities by insiders during the self-inspection period, which spans from six months prior to the stock suspension application until one day before the disclosure of the asset acquisition report [1][2] - The self-inspection covered relevant individuals and institutions involved in the trading of Narui Radar's stock [1] Group 2 - During the self-inspection period, the controlling shareholder Zhang Yuanhui bought 286,432 shares and sold 286,441 shares, ending with no shares held [1] - Zhang Yuanhui and his family members provided declarations affirming that their trading activities were based on publicly available information and personal judgment, denying any insider information usage [2][3] - The company also announced a share buyback plan on March 1, 2024, which involved purchasing 378,306 shares without any insider information being utilized [4][5] Group 3 - CITIC Securities confirmed that it has established measures to prevent insider trading, including an information barrier system and a registration system for non-public information insiders [5] - The independent financial advisor concluded that the trading activities of insiders during the self-inspection period did not constitute insider trading as defined by applicable laws and regulations [6]
菱电电控: 长江证券承销保荐有限公司关于武汉菱电汽车电控系统股份有限公司本次交易相关主体买卖股票情况的自查报告之核查意见
Zheng Quan Zhi Xing· 2025-06-12 12:53
Core Viewpoint - The report outlines the self-examination of insider trading activities related to the acquisition of Jiangsu Aoyikes Automotive Electronics Technology Co., Ltd. by Wuhan Lingdian Automotive Control System Co., Ltd. The independent financial advisor, Changjiang Securities, confirms that the insider trading activities during the self-examination period do not constitute insider trading related to the transaction [1][6]. Group 1: Transaction Overview - Wuhan Lingdian Automotive Control System Co., Ltd. plans to issue shares and pay cash to acquire Jiangsu Aoyikes Automotive Electronics Technology Co., Ltd. from 27 counterparties [1]. - The self-examination period for insider trading activities spans from July 16, 2024, to one day before the disclosure of the restructuring report [1]. Group 2: Insider Trading Examination - The examination includes the trading activities of natural persons and institutions who are aware of the insider information during the self-examination period [1]. - Specific trading activities of insiders include: - Wu Zhanghua, a director and CFO, sold 670,000 shares on December 5, 2024, and held 2,033,474 shares as of May 28, 2025 [1]. - Yuan Bing, spouse of Vice President Wang Jie, bought 9,900 shares and sold 3,600 shares during the self-examination period [1]. - Zhu Kun, father of the company's securities representative, bought 1,000 shares and sold 1,200 shares [1]. Group 3: Commitments from Insiders - Insiders provided commitments stating that their trading activities were not related to the transaction and did not involve insider information [2][3][4]. - Each insider confirmed that they would comply with laws regarding insider trading and would not disclose any non-public information related to the transaction [2][3][4][5]. Group 4: Independent Financial Advisor's Opinion - The independent financial advisor, Changjiang Securities, concluded that the trading activities of insiders during the self-examination period did not constitute insider trading and would not pose a substantial obstacle to the transaction [6][7].
北京阳光诺和药物研究股份有限公司 关于公司2025年限制性股票激励计划内幕信息知情人买卖公司股票情况的自查报告
Zheng Quan Ri Bao· 2025-05-28 23:15
Core Viewpoint - The company has approved the 2025 Restricted Stock Incentive Plan and conducted a self-examination regarding insider trading among those privy to the plan's information, confirming compliance with regulations and no insider trading activities [1][6][4]. Group 1: Incentive Plan Approval - The company held its 19th meeting of the second board and the 4th meeting of the Compensation and Assessment Committee on May 12, 2025, where the 2025 Restricted Stock Incentive Plan was approved [1]. - The plan was developed in accordance with relevant laws and regulations, ensuring confidentiality and proper registration of insiders [1][6]. Group 2: Insider Trading Self-Examination - The company conducted a self-examination of insider trading activities among individuals privy to the incentive plan's information during the six months prior to its public disclosure [2]. - Two individuals were found to have traded the company's stock during the self-examination period, but their actions were based on publicly available information, and there was no evidence of insider trading [4][5]. - The company confirmed that all other insiders did not engage in any stock trading during the self-examination period, ensuring compliance with regulations [5][6]. Group 3: Shareholder Meeting - The company held its second extraordinary general meeting on May 28, 2025, where all proposed resolutions, including those related to the incentive plan, were approved without any objections [9][11]. - The meeting was conducted in accordance with legal and regulatory requirements, with all board members present [10][13].
五新隧装: 湖南启元律师事务所关于湖南五新隧道智能装备股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易内幕信息知情人买卖上市公司股票之专项核查意见
Zheng Quan Zhi Xing· 2025-05-21 13:47
Core Viewpoint - The special legal opinion issued by Hunan Qi Yuan Law Firm confirms that the stock trading activities of insiders related to Hunan Wuxin Tunnel Intelligent Equipment Co., Ltd. during the self-examination period do not constitute insider trading and will not pose substantial legal obstacles to the ongoing asset restructuring transaction [1][10]. Group 1: Transaction Overview - The transaction involves the issuance of shares and cash payment for asset acquisition, along with the raising of supporting funds, categorized as a related party transaction [1]. - The self-examination period for insider trading began six months prior to the initial disclosure of the transaction on November 26, 2024 [1][4]. Group 2: Insider Trading Examination - The law firm conducted a thorough examination of stock trading activities by insiders during the self-examination period, utilizing various legal and regulatory frameworks [2][4]. - Specific trading activities were documented, including sales and purchases by various insiders, with details such as transaction dates and quantities [4][10]. Group 3: Compliance and Commitments - Insiders provided commitments ensuring that all documents submitted for review were accurate and complete, with no misleading information [2][6]. - The law firm emphasized that the trading activities were based on publicly available information and did not involve any undisclosed material information [5][9].
佛塑科技: 北京大成律师事务所关于佛塑科技本次交易相关内幕信息知情人买卖股票情况的自查报告的专项核查意见
Zheng Quan Zhi Xing· 2025-05-16 14:02
Core Viewpoint - The report provides a special verification opinion regarding the insider trading situation of individuals with knowledge of insider information related to the acquisition and fundraising transaction by Foshan Fospower Technology Group Co., Ltd. [1][2] Group 1: Transaction Overview - Foshan Fospower Technology Group Co., Ltd. plans to acquire 100% of Hebei Jinli New Energy Technology Co., Ltd. through a combination of issuing shares and cash payments, along with raising supporting funds from its controlling shareholder, Guangdong Guangxin Holdings Group Co., Ltd. [1] - The transaction is classified as a related party transaction and is subject to legal review by Beijing Dacheng Law Firm. [1][2] Group 2: Insider Information and Trading Period - The self-examination period for insider information trading related to this transaction spans from six months prior to the stock suspension application until one day before the disclosure of the restructuring report draft, specifically from April 30, 2024, to April 29, 2025. [4] - The scope of the insider information traders includes the company's directors, supervisors, senior management, controlling shareholders, and related parties involved in the transaction. [4] Group 3: Trading Activities - During the self-examination period, Haotong Innovation Securities Investment Co., Ltd., one of the transaction parties, engaged in trading activities involving the company's stock, with cumulative purchases of 3,451,644 shares and cumulative sales of 3,622,444 shares through its proprietary account. [5][6] - A total of 20 individuals, including directors and their immediate family members, were identified as having engaged in stock trading during the self-examination period. [6] Group 4: Compliance and Commitments - Individuals involved in trading have provided written commitments stating that their trading activities were based on personal investment decisions and not influenced by insider information related to the major asset restructuring. [10][12] - The report concludes that the trading activities of the identified individuals do not constitute insider trading and will not pose substantial legal obstacles to the transaction. [25]