内幕交易核查

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富煌钢构: 国元证券股份有限公司关于安徽富煌钢构股份有限公司终止发行股份及支付现金购买资产事项相关主体买卖股票自查报告的核查意见
Zheng Quan Zhi Xing· 2025-08-08 13:08
国元证券股份有限公司 关于安徽富煌钢构股份有限公司终止发行股份及支付现金 购买资产事项相关主体买卖股票自查报告的核查意见 国元证券股份有限公司(以下简称"国元证券"或"独立财务顾问")作为 本次交易的独立财务顾问,根据《上市公司重大资产重组管理办法》《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》《深 圳证券交易所上市公司自律监管指引第 8 号——重大资产重组》《监管规则适用 指引——上市类第 1 号》等有关法律、法规及规范性文件的规定,对安徽富煌钢 构股份有限公司(以下简称"上市公司"或"富煌钢构")终止发行股份及支付 现金购买资产事项(以下简称"本次交易")相关主体买卖上市公司股票的情况 进行了核查,具体情况如下: 一、本次交易相关主体买卖股票情况自查期间 本次交易相关主体买卖上市公司股票的自查期间为上市公司就本次交易申 请股票停牌之日起前 6 个月至披露终止本次交易事项前一交易日止,即自查期间 为 2024 年 6 月 6 日至 2025 年 6 月 19 日。 二、本次交易相关主体的核查范围 (一)上市公司及其董事、监事、高级管理人员; (二)上市公司控股股东、实际控 ...
富煌钢构: 华泰联合证券有限责任公司关于安徽富煌钢构股份有限公司终止发行股份及支付现金购买资产事项相关主体买卖股票自查报告的核查意见
Zheng Quan Zhi Xing· 2025-08-08 13:08
华泰联合证券有限责任公司 关于安徽富煌钢构股份有限公司终止发行股份及支付现金 购买资产事项相关主体买卖股票自查报告的核查意见 华泰联合证券有限责任公司(以下简称"华泰联合"或"独立财务顾问") 作为本次交易的独立财务顾问,根据《上市公司重大资产重组管理办法》《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》 《深圳证券交易所上市公司自律监管指引第 8 号——重大资产重组》《监管规则 适用指引——上市类第 1 号》等有关法律、法规及规范性文件的规定,对安徽富 煌钢构股份有限公司(以下简称"上市公司"或"富煌钢构")终止发行股份及 支付现金购买资产事项(以下简称"本次交易")相关主体买卖上市公司股票的 情况进行了核查,具体情况如下: 一、本次交易相关主体买卖股票情况自查期间 本次交易相关主体买卖上市公司股票的自查期间为上市公司就本次交易申 请股票停牌之日起前 6 个月至披露终止本次交易事项前一交易日止,即自查期间 为 2024 年 6 月 6 日至 2025 年 6 月 19 日。 二、本次交易相关主体的核查范围 (一)上市公司及其董事、监事、高级管理人员; (二)上市公司控股股东 ...
富煌钢构: 安徽天禾律师事务所关于安徽富煌钢构股份有限公司终止发行股份及支付现金购买资产事项相关主体买卖股票自查报告的核查意见
Zheng Quan Zhi Xing· 2025-08-08 13:08
Core Viewpoint - Anhui Tianhe Law Firm conducted a review of stock trading activities related to Anhui Fuhuang Steel Structure Co., Ltd. during the self-inspection period prior to the termination of a significant asset acquisition transaction [2][3]. Group 1: Transaction Overview - The self-inspection period for stock trading activities related to the transaction spans from June 6, 2024, to June 19, 2025, covering six months prior to the stock suspension request [2]. - The review included insiders listed in the insider information register provided by the company [3]. Group 2: Stock Trading Activities - No trading activities were reported by related institutions during the self-inspection period [4]. - A total of 9 individuals engaged in stock trading activities, with specific details on their buying and selling activities documented [4][5]. Group 3: Individual Trading Details - Notable trading activities included: - Dai Yang, a director, sold 300,000 shares between December 3 and December 5, 2024 [4]. - Ding Hui, spouse of Dai Yang, bought 27,000 shares and sold 90,000 shares during the period from October 28, 2024, to May 28, 2025 [4]. - Zhao Weilong, another executive, sold 200,000 shares on October 29, 2024 [4]. - Other individuals also reported various trading activities, with specific numbers detailed in the documentation [4][5]. Group 4: Compliance and Commitments - Individuals involved in trading provided declarations affirming that their trading decisions were based on public information and market conditions, denying any use of insider information [7][10][13]. - They committed to returning any profits gained from trading if found to have violated regulations [8][10][13].
安源煤业集团股份有限公司关于重大资产置换暨关联交易相关主体买卖股票情况自查报告的公告
Shang Hai Zheng Quan Bao· 2025-08-07 19:06
本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏,并对其内容 的真实性、准确性和完整性承担法律责任。 重要内容提示: ● 根据中国证券登记结算有限责任公司出具的查询结果,经公司自查、相关中介机构核查,相关主体在 核查期间买卖上市公司股票的行为不构成内幕交易行为,不会对本次交易构成实质性法律障碍。 安源煤业集团股份有限公司(以下简称"上市公司"或"公司")拟以持有的煤炭业务相关资产及负债与江 西江钨控股发展有限公司持有的赣州金环磁选科技装备股份有限公司(以下简称"金环磁选")8,550万 股股份(对应股比57%)的等值部分进行置换,拟置入资产与拟置出资产交易价格的差额部分,由一方 向另一方以现金方式补足(以下简称"本次交易"或"本次重组")。 根据《上市公司重大资产重组管理办法》《公开发行证券的公司信息披露内容与格式准则第26号一一上 市公司重大资产重组》《监管规则适用指引一一上市类第1号》等法律、法规的规定,公司对本次交易 相关内幕信息知情人二级市场买卖上市公司股票的情况进行了自查,具体情况如下: 登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码:600397 证券简称 ...
内蒙古蒙电华能热电股份有限公司2025年第一次临时股东大会决议公告
Shang Hai Zheng Quan Bao· 2025-07-25 19:18
Group 1 - The company held its first extraordinary general meeting of shareholders on July 25, 2025, with no resolutions being rejected [2][10] - The meeting was convened in accordance with the Company Law and the company's articles of association, presided over by the chairman [2][3] - All current directors and supervisors attended the meeting, ensuring full representation [3] Group 2 - The meeting approved multiple resolutions related to the issuance of shares and cash payment for asset acquisition, including the overall transaction plan and specific asset details [4][5] - The resolutions included provisions for the payment methods, types of shares issued, and arrangements for performance commitments [6][8] - All resolutions were passed with more than two-thirds of the voting rights held by attending shareholders [10] Group 3 - The company is planning to acquire a 70% stake in Northern Shangdu Zhenglanqi New Energy Co., Ltd. and a 75.51% stake in Northern Dolun New Energy Co., Ltd. through a combination of share issuance and cash payment [15] - A self-inspection report confirmed that the trading of company shares by insiders during the relevant period did not constitute insider trading [15][17] - The company has established strict information barriers to prevent insider trading and ensure compliance with regulations [27][30] Group 4 - The independent financial advisor and legal counsel confirmed that the trading activities of insiders did not pose a substantial legal obstacle to the transaction [32][33] - The company has committed to transparency and compliance with all relevant laws and regulations throughout the transaction process [27][30]
*ST中地: 中国国际金融股份有限公司关于中交地产股份有限公司本次重组相关主体买卖股票情况自查报告的专项核查意见
Zheng Quan Zhi Xing· 2025-07-25 16:49
Group 1 - The core point of the article is that China International Capital Corporation (CICC) conducted a special review of stock trading activities related to the restructuring of China Communications Real Estate Company (CCRE) and found no evidence of insider trading [4][9] - CCRE plans to transfer its real estate development assets and liabilities to China Communications Real Estate Group [2] - The self-inspection period for insider information trading was set from July 21, 2024, to the day before the first disclosure of the restructuring report [4] Group 2 - The review covered transactions by insiders, their immediate family members, and related parties during the self-inspection period [4][6] - Specific trading activities included sales and purchases by various individuals associated with CCRE, with notable transactions such as the sale of 5,300 shares by Tian Jufang on September 27, 2024, and the purchase of 200 shares by Zeng Xiaozhen on September 30, 2024 [4][5] - CICC confirmed that its trading activities during the self-inspection period were based on independent investment decisions and not related to the restructuring information [7][8] Group 3 - All involved parties provided declarations affirming that their trading activities were based on personal judgment and not influenced by insider information [5][6] - CICC established strict information barriers to prevent insider trading and ensure compliance with relevant laws and regulations [7][8] - The independent financial advisor concluded that the trading activities did not constitute insider trading and would not materially affect the restructuring transaction [9]
美年健康: 北京市君泽君律师事务所关于美年大健康产业控股股份有限公司发行股份购买资产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
Zheng Quan Zhi Xing· 2025-07-25 16:37
Core Viewpoint - The law firm Junzejun has conducted a special verification of the stock trading activities of insiders related to the asset acquisition and related transactions of Meinian Health Industry Holdings Co., Ltd, confirming that no insider trading occurred during the self-examination period [1][11]. Group 1: Transaction Overview - Meinian Health has engaged Junzejun Law Firm to provide legal advice and issue a legal opinion regarding its issuance of shares for asset acquisition and related transactions [1][2]. - The self-examination period for insider trading activities spans from six months prior to the initial disclosure of the transaction plan until one day before the report was disclosed, specifically from April 14, 2024, to July 11, 2025 [3][4]. Group 2: Insider Trading Verification - The verification scope includes insiders and their immediate family members, such as spouses and children, who are involved in the stock trading activities during the self-examination period [4]. - A total of 33 individuals were identified as having engaged in stock trading activities during the self-examination period, with specific details on their trading activities documented [6][7]. Group 3: Compliance and Commitments - The law firm confirmed that the trading activities of the identified insiders and their family members were based on personal investment decisions and did not involve any insider information related to the transaction [10][11]. - Insiders have provided written commitments stating that their trading activities were independent and did not constitute insider trading, agreeing to forfeit any profits if found to be in violation of regulations [9][10].
新疆宝地矿业股份有限公司 关于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公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-07-16 03:34
Core Viewpoint - The company is undergoing a significant asset restructuring by acquiring an 82% stake in Xinjiang Congling Energy Co., Ltd. and a 5% stake from JAAN INVESTMENTS CO. LTD. through a combination of cash and stock issuance, while ensuring that no insider trading has occurred during the process [2][14]. Group 1: Transaction Details - The company plans to purchase 82% of Xinjiang Congling Energy Co., Ltd. from Congling Industrial Co., Ltd. and 5% from JAAN INVESTMENTS CO., LTD. [2] - The company will issue shares to raise supporting funds from no more than 35 specific investors, including its controlling shareholder, Xinjiang Geological Mining Investment Group Co., Ltd. [2] Group 2: Insider Trading Investigation - The company conducted a self-examination regarding insider trading, confirming that no insider trading occurred during the investigation period, which spans from six months before the stock suspension request to the day before the disclosure of the transaction report [3][14]. - The investigation included a review of stock trading activities by the company’s directors, supervisors, senior management, and related parties [4][5]. Group 3: Commitments from Individuals - Individuals involved in the transaction provided written commitments stating that their stock trading activities were based on public information and independent judgment, and they did not engage in insider trading [6][8][10]. - The commitments included assurances that they would refrain from trading the company's stock until the transaction is completed or terminated [7][11][12]. Group 4: Independent Advisors' Opinions - The independent financial advisor, Shenwan Hongyuan Securities, confirmed that the stock trading activities of the relevant parties did not constitute insider trading and would not materially affect the restructuring [15]. - The legal advisor, Beijing Deheng Law Firm, also affirmed that the trading activities did not involve insider information and would not impact the transaction [15].
安通控股: 关于终止发行股份购买资产暨关联交易事项相关人员买卖股票情况自查报告的公告
Zheng Quan Zhi Xing· 2025-07-14 16:24
Core Viewpoint - Antong Holdings has terminated its plan to issue shares for asset acquisition and related party transactions, and has conducted a self-examination regarding insider trading by related personnel during the transaction period [1][11]. Group 1: Termination of Transaction - The company’s board of directors approved the termination of the share issuance for asset acquisition and authorized management to handle related matters [1]. - The self-examination period for insider information related to the transaction was from June 13, 2024, to May 28, 2025 [1]. Group 2: Insider Information and Trading - The scope of the self-examination included company directors, supervisors, senior management, major shareholders, transaction counterparties, and related intermediaries [1]. - Three corporate entities were identified as having traded the company's stock during the self-examination period [2]. Group 3: Trading Activities - Specific trading activities included: - CICC's proprietary account bought 42,440,200 shares and sold 41,827,200 shares [3]. - CICC's asset management account and margin trading account also engaged in trading, with detailed transactions recorded [5][6]. - Natural persons involved in trading included nine individuals, with various buy and sell transactions documented [8][9]. Group 4: Compliance and Commitments - CICC and other intermediaries provided statements affirming compliance with laws and regulations, asserting that their trading activities were independent and not related to insider information [6][7]. - Individuals involved in trading provided declarations confirming that their actions were based on publicly available information and not influenced by insider knowledge [9][10]. Group 5: Conclusion of Self-Examination - The self-examination concluded that the trading activities by the identified entities and individuals did not constitute insider trading based on the information available [11].
*ST宝实: 中国国际金融股份有限公司关于宝塔实业股份有限公司重大资产置换及支付现金购买资产暨关联交易相关人员买卖股票情况的自查报告的核查意见
Zheng Quan Zhi Xing· 2025-07-01 16:40
Core Viewpoint - The report by China International Capital Corporation (CICC) serves as an independent financial advisor's verification of stock trading activities related to the major asset restructuring and cash purchase transaction of Baota Industrial Co., Ltd. The report confirms that no insider trading occurred during the specified self-inspection period [1][15]. Group 1: Transaction Overview - The self-inspection period for stock trading related to the transaction spans from October 12, 2024, to June 6, 2025 [1]. - The transaction involves a significant asset swap and cash purchase, which is subject to regulatory scrutiny under various laws and guidelines [1]. Group 2: Insider Trading Verification - The verification covered natural persons and relevant insiders involved in the transaction, ensuring compliance with insider trading regulations [2]. - A detailed table lists the stock trading activities of various individuals, including their names, identities, transaction dates, share changes, and whether they bought or sold shares [2]. Group 3: Individual Commitments - Individuals involved in the stock trading activities provided commitments stating that their transactions were based on independent market judgment and not on insider information [3][4][6]. - Each individual confirmed that they had not received any insider information regarding the restructuring and had no connections to the involved parties [3][4][6]. Group 4: Institutional Trading Activities - CICC and other institutions involved in the transaction reported their trading activities, asserting compliance with legal and regulatory requirements [13][15]. - CICC emphasized its strict adherence to internal information barriers to prevent insider trading and confirmed that its trading decisions were independent and unrelated to the restructuring [13][15]. Group 5: Conclusion of Verification - The independent financial advisor concluded that there was no direct evidence of insider trading by the verified insiders during the self-inspection period, based on the accuracy and completeness of the self-reports and commitments provided [15][16].