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]

Core Viewpoint - The independent financial advisor, China International Capital Corporation (CICC), conducted a review of insider trading activities related to the major asset acquisition and related party transactions of Xin'ao Natural Gas Co., Ltd. The review found no direct evidence of insider trading among the identified insiders during the self-examination period, indicating that their trading activities do not pose substantial legal obstacles to the transaction [1][13]. Group 1: Insider Trading Review - The self-examination period for insider trading activities spans from September 19, 2024, to April 25, 2025, which is six months prior to the suspension of trading and one day before the disclosure of the restructuring report [1]. - The review included senior management and other relevant personnel involved in the transaction [2]. - The review identified specific trading activities of individuals within the insider group, detailing their cumulative buy and sell transactions during the self-examination period [2][3]. Group 2: Individual Commitments - Each insider provided a commitment stating that their trading activities were based on personal judgment of market conditions and did not involve insider information [4][5][6]. - Insiders confirmed they were unaware of the restructuring details prior to specific dates, ensuring their trading actions were not influenced by undisclosed information [4][5][6]. - The commitments included assurances against leaking insider information or engaging in prohibited trading behaviors [4][5][6]. Group 3: Institutional Trading Activities - CICC reported its trading activities in Xin'ao shares, asserting compliance with legal regulations and internal information barriers to prevent insider trading [9][10]. - The firm emphasized that its trading decisions were based on independent investment research and were not related to the restructuring [10][12]. - CICC committed to adhering to relevant laws and regulations until the completion or termination of the restructuring [10][12]. Group 4: Conclusion of the Review - The independent financial advisor concluded that there was no direct evidence of insider trading among the identified insiders during the self-examination period, and the trading activities did not constitute a legal barrier to the transaction [13].

北京观韬律师事务所 关于北京全时天地在线网络信息股份有限公司 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 观意字 2025BJ001081 号 致：北京全时天地在线网络信息股份有限公司 相关主体买卖股票情况自查报告的专项核查意见 二〇二五年五月 北京观韬律师事务所 核查意见 北京观韬律师事务所 关于北京全时天地在线网络信息股份有限公司 之 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 相关主体买卖股票情况自查报告的专项核查意见 北京观韬律师事务所（以下简称"观韬"或"本所"）接受北京全时天地在 线网络信息股份有限公司（以下简称"天地在线"、"上市公司"或"委托人"） 委托，担任天地在线本次发行股份及支付现金购买资产并募集配套资金暨关联交 易事宜（以下简称"本次交易"）的专项法律顾问。 本专项核查意见系根据《中华人民共和国证券法》 （以下简称"《证券法》"）、 《上市公司重大资产重组管理办法》 （以下简称"《重组管理办法》"）、 《公开发行 证券的公司信息披露内容与格式准则第 26 号—上市公司重大资产重组》 （以下简 称"《26 号准则》"）、《监管规则适用指引——上市类第 1 号》（以下简 ...

中国北京市西城区金融大街 5 号 新盛大厦 B 座 19 层 邮编：100032 Tel：+86 10 66578066 Fax：+86 10 66578016 19/F, Tower B, Xinsheng Plaza, No.5 http：// www.guantao.com 100032, China E-mail：guantao@guantao.com Finance Street, Xicheng District, Beijing 观意字 2025BJ000942 号 北京观韬律师事务所 专项核查意见 观意字 2025BJ000942 号 北京观韬律师事务所（以下简称"本所"）受山东阳谷华泰化工股份有限公司（以 下简称"阳谷华泰"、"上市公司"或"公司"）委托，担任阳谷华泰发行股份及支 付现金购买波米科技有限公司（以下简称"波米科技"或"标的公司"）全部 100% 股权并募集配套资金暨关联交易（以下简称"本次交易"或"本次重组"）的专项法 律顾问。 本所律师根据相关法律法规的要求，按照律师行业公认的业务标准、道德规范 和勤勉尽责精神，出具专项核查意见如下： 一、核查期间 本次交易的内幕信息知情人买 ...