Beijing Tian Yuan Law Firm
Regarding the Audit Opinion on the Self-Inspection Report of Tianjin Auto Parts Co., Ltd. Regarding Insider Trading by Insiders in Connection with the Current Transaction
Beijing Tian Yuan Law Firm (hereinafter referred to as "the Firm") has been entrusted by Tianjin Auto Parts Co., Ltd. (hereinafter referred to as "the Company," "the Company," or "Tianqi Motor") as its special legal advisor for the issuance of shares and payment of cash to purchase 60% of the equity of Dongshi Auto Technology Group Co., Ltd. (hereinafter referred to as "Dongshi Shares") (hereinafter referred to as "the Target Asset") and the private placement of supporting funds to Xinjiang Jianfa Fanyu Industrial Investment Fund Partnership (Limited Partnership) (hereinafter referred to as "Jianfa Fanyu") in connection with the asset restructuring (hereinafter referred to as "the Transaction" or "the Restructuring"). In accordance with the "Securities Law of the People's Republic of China," the "Administrative Measures for Major Asset Restructuring of Listed Companies," "Guiding Opinions of the CSRC No. 5 — Registration Management System for Insiders of Listed Companies' Material Asset Restructuring Information," "Guiding Opinions of the CSRC No. 7 — Supervision of Abnormal Stock Trading Related to Major Asset Restructuring of Listed Companies," "Format and Content Disclosure Rules for Publicly Issued Securities of Companies No. 26 — Major Asset Restructuring of Listed Companies," and "Guiding Rules for Application of Supervision — Listed Companies No. 1," among other laws and regulations, the Firm has investigated the situation of insiders of the current transaction buying and selling the Company's shares, as follows:
I. Self-Inspection Period for Insiders' Stock Trading in Connection with the Current Transaction
The self-inspection period for stock trading related to the restructuring of the Company shall be the six months prior to the Company's suspension of trading for the restructuring until the day before the disclosure of the "Report on the Issuance of Shares and Payment of Cash by Tianjin Auto Parts Co., Ltd. to Purchase Assets and Raise Supporting Funds and Related Party Transactions (Draft)" (hereinafter referred to as the "Self-Inspection Period"), which is from August 6, 2025, to June 8, 2026.
II. Scope of Investigation for Insiders of the Current Transaction
The scope of personnel for the self-inspection of the current transaction includes:
- The Company and its directors, senior management personnel, and relevant informed personnel;
- The Company's controlling shareholder and its principal responsible persons and relevant informed personnel;
- Urumqi Economic and Technological Development Zone Jianfa State-owned Capital Investment and Operation (Group) Co., Ltd. and its directors, supervisors, and senior management personnel;
- The counterparty to the transaction and its principal responsible persons and relevant informed personnel;
- The target company and its relevant informed personnel;
- Relevant intermediary agencies and their personnel;
- Other legal persons and natural persons who are aware of the insider information of the current transaction;
- Immediate family members (including spouses, parents, and adult children) of the natural persons mentioned in items 1 to 7 above.
III. Situation of Insiders and Their Immediate Family Members Buying and Selling Shares in Connection with the Current Transaction
According to the "Detailed List of Shareholder Changes" and the "Inquiry Confirmation Letter of Shareholder Changes of Information Disclosure Obligors" issued by China Securities Depository and Clearing Corporation Limited Shenzhen Branch, and the self-inspection reports issued by relevant parties, the situation of the relevant entities within the scope of this transaction's investigation buying and selling the Company's shares during the self-inspection period is as follows:
(I) Legal Entities Buying or Acquiring the Company's Shares
- Jianfa Fanyu Jianfa Fanyu is the controlling shareholder of the Company. The situation of Jianfa Fanyu buying or acquiring the Company's shares during the self-inspection period is as follows: