Verification Opinion of Huatai United Securities Co., Ltd. on the Self-Examination Report of Insider Trading Related to Tianshui Huatians Technology Co., Ltd.
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "Independent Financial Advisor") was entrusted by Tianshui Huatians Technology Co., Ltd. (hereinafter referred to as "Listed Company" or "Huatians Technology") to act as the independent financial advisor for the issuance of shares to acquire 100% equity of Huayi Microelectronics Co., Ltd. (hereinafter referred to as "Target Company" or "Huayi Microelectronics") from 27 counterparties, including Tianshui Huatians Electronics Group Co., Ltd., Xi'an Houyi Investment Management Partnership (Limited Partnership), and Xi'an Xintianyu Platinum Enterprise Management Partnership (Limited Partnership), and to raise supporting funds through share issuance (hereinafter referred to as "this transaction").
According to the relevant laws, regulations, and normative documents such as the "Administrative Measures for Major Asset Restructuring of Listed Companies," "Guidelines for the Content and Format of Information Disclosure by Companies Issuing Securities No. 26 - Major Asset Restructuring of Listed Companies," "Self-Regulatory Supervision Guidelines No. 8 for Listed Companies on the Shenzhen Stock Exchange - Major Asset Restructuring," and "Guidelines for the Application of Regulatory Rules - Listed Category No. 1," Huatai United Securities conducted a verification of the trading activities of the relevant parties involved in this transaction regarding the shares of the listed company. The specific situation is as follows:
1. Self-Examination Period for Trading Activities of Relevant Parties
The self-examination period for the trading activities of the relevant parties regarding the shares of the listed company is from six months prior to the first disclosure of this transaction or the application for stock suspension (whichever is earlier) until one day before the disclosure of the restructuring report, specifically from March 25, 2025, to February 10, 2026.
2. Scope of Verification for Relevant Parties
- The listed company and its directors, supervisors, senior management, and relevant insiders;
- The controlling shareholders, actual controllers, and their directors, supervisors, senior management (or main responsible persons) and relevant insiders of the listed company;
- Counterparties and their directors, supervisors, senior management (or main responsible persons) and relevant insiders;
- The target company and its directors, supervisors, senior management, and relevant insiders;
- Relevant intermediary institutions and specific business personnel;
- Other legal entities and individuals who are aware of the insider information related to this transaction;
- Immediate family members of the aforementioned individuals (1) to (6), including spouses, parents, and adult children.
3. Trading Activities of Relevant Parties During the Self-Examination Period
Based on the "Shareholding and Share Change Inquiry Certificate" issued by the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the "Detailed List of Share Changes of Shareholders," and the self-examination reports provided by the relevant parties within the verification scope, the trading activities of the relevant parties included in this transaction during the self-examination period are as follows:
(1) Trading Activities of Relevant Institutions
During the self-examination period, there were no trading activities of Huatians Technology shares by the relevant institutions within the scope of this transaction.
(2) Trading Activities of Relevant Individuals
During the self-examination period, a total of 14 individuals within the verification scope engaged in trading activities of the listed company’s shares, as detailed below: