Group 1 - The company has established an insider information registrant management system in accordance with relevant laws and regulations, including the Company Law and Securities Law [1][2] - The company has adhered to the China Securities Regulatory Commission's regulations on confidentiality and prohibition of insider trading during the transaction process [1] - The scope of sensitive information is limited to core participants registered as insider information registrants, and the company has submitted necessary documentation to the Shanghai Stock Exchange [1] Group 2 - The company has implemented measures to restrict access to meetings related to the transaction, allowing only core management and registered participants [2] - The company has fulfilled its obligation to inform insider information registrants about confidentiality and the prohibition of insider trading to prevent information leakage [2]

Group 1 - The company plans to transfer its real estate development-related assets and liabilities to China Communications Real Estate Group Co., Ltd. [1] - The independent financial advisor has been appointed to oversee the transaction and ensure compliance with relevant regulations [1][2] - The company has established a strict confidentiality system to protect insider information during the planning phase of the transaction [2] Group 2 - The company has implemented necessary protective measures in accordance with legal requirements and internal management systems [2] - The scope of individuals with access to insider information has been minimized, and confidentiality agreements have been signed with relevant parties [2] - The independent financial advisor confirms that the company has adhered to legal obligations regarding the confidentiality of the transaction [2]

Core Viewpoint - The company, Shanghai Aopumai Biotechnology Co., Ltd., is planning to acquire 100% equity of Pengli Biological Technology (Shanghai) Co., Ltd. through a combination of issuing shares and cash payment, involving multiple investment partners [1][2]. Group 1: Transaction Details - The acquisition involves several investment entities, including PharmaLegacy Hong Kong Limited and various limited partnerships, indicating a broad consortium of investors [1]. - The company intends to raise supporting funds by issuing shares to no more than 35 specific investors as part of the transaction [1]. Group 2: Confidentiality Measures - The company has implemented strict confidentiality measures to prevent the leakage of sensitive information related to the transaction, including the establishment of a registration system for insider information [2]. - The independent financial advisor has confirmed that the company has adhered to relevant laws and regulations, ensuring effective confidentiality protocols are in place [2].

Group 1 - The company plans to acquire 100% of Hefei Zhongke Junda Vision Technology Co., Ltd. by issuing shares and paying cash to 17 counterparties, including Fuhuang Construction and others [1] - The company will raise supporting funds from no more than 35 specific investors as part of this transaction [1] - The independent financial advisor has verified the establishment and execution of the insider information registrant system, confirming compliance with relevant laws and regulations [2] Group 2 - The company has developed an insider information registrant management system that defines insider information and its management processes [1][2] - During the transaction planning process, the company strictly controlled the range of insider information registrants and documented relevant information [1] - The company has created an "Insider Information Registrant Registration Form" and a "Significant Event Progress Memorandum," which were submitted to the Shenzhen Stock Exchange in a timely manner [1]

Group 1 - The company plans to sell 90% equity of Wolong Mining (Shanghai) Co., Ltd. to Zhejiang Wolong Shunyu Investment Co., Ltd. as part of a major asset restructuring [1] - The independent financial advisor conducted a review of the insider information registrant system established by the company and confirmed its compliance with relevant laws and regulations [2] - The company implemented necessary confidentiality measures during the transaction planning period, limiting the knowledge of sensitive information to a defined group of individuals [1][2] Group 2 - The independent financial advisor concluded that the company adhered to the insider information registrant system and took adequate confidentiality measures during the transaction [2]

Group 1 - The company has established and executed an insider information knowledge person registration system in compliance with relevant regulations such as the Securities Law of the People's Republic of China and the Management Measures for Information Disclosure of Listed Companies [1][2] - During the planning of the transaction, the company implemented necessary confidentiality measures, limiting the scope of sensitive information knowledge [1][2] - The company registered the insiders involved in the transaction and reported the list to the Shanghai Stock Exchange in a timely manner [1][2] Group 2 - The company created a transaction progress memorandum documenting specific stages and developments of the transaction, including discussions, communications, and participant details, which was also filed with the Shanghai Stock Exchange [2] - The independent financial advisor concluded that the company fulfilled its confidentiality obligations prior to legal disclosure, adhering to relevant laws, regulations, and company policies [2]

申万宏源证券承销保荐有限责任公司 1 4、上市公司已经按照深圳证券交易所的要求编写了交易进程备忘录、内幕 信息知情人登记表等相关材料。 关于 TCL 科技集团股份有限公司 内幕信息知情人登记制度的制定和执行情况的核查意见 申万宏源证券承销保荐有限责任公司（以下简称"独立财务顾问"、"申万宏 源承销保荐"）作为 TCL 科技集团股份有限公司（以下简称"上市公司"）本次 发行股份及支付现金购买资产并募集配套资金（以下简称"本次交易"）的独立 财务顾问，对上市公司内幕信息知情人登记制度的制定和执行情况进行了核查， 并发表本专项核查意见，具体如下： 一、内幕信息知情人登记制度的制定和执行情况 上市公司已根据《中华人民共和国公司法》《中华人民共和国证券法》《上市 公司监管指引第 5 号—上市公司内幕信息知情人登记管理制度》等法律法规制定 《内幕信息知情人登记管理制度》，明确了内幕信息及内幕知情人的范围、内幕 信息的管理、内幕信息知情人登记备案、内幕信息保密及责任追究等内容。 上市公司就本次重组采取的内幕信息管理措施如下： 1、自本次交易初次接洽时，上市公司已严格控制内幕信息知情人范围，及 时进行内幕信息知情人登记，并多 ...