China International Capital Corporation Limited(601995)
Special verification opinions on Guangdong Great River Smarter Logistics Co.Ltd(002930) the self inspection report on the trading of stocks by insiders related to this transaction
According to the measures for the administration of major asset restructuring of listed companies (revised in 2020), the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2022) (CSRC announcement [2022] No. 10) and the provisions on several issues concerning the regulation of major asset restructuring of listed companies Guidelines for the application of regulatory rules – listing category No. 1, guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of listed companies (CSRC announcement [2022] No. 17) and relevant requirements of Shenzhen Stock Exchange, China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “independent financial consultant”) is an independent financial consultant of Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as ” Guangdong Great River Smarter Logistics Co.Ltd(002930) ” or “listed company” or “company”) who plans to acquire 100% equity of Longxiang Group Holding Co., Ltd. (hereinafter referred to as “this transaction” or “this reorganization”) by paying cash, The self-examination report on the trading of stocks by insiders related to the reorganization of Guangdong Great River Smarter Logistics Co.Ltd(002930) was verified, as follows:
1、 During the period of self inspection of insider trading of stocks
The self inspection period of stock trading in this reorganization is from six months before the first announcement date of this transaction to the day before the disclosure of Guangdong Great River Smarter Logistics Co.Ltd(002930) major asset purchase report (Draft), that is, from April 8, 2021 to January 20, 2022.
2、 Verification scope of insider information of this transaction
The insider verification scope of this transaction includes:
(1) Listed companies and their directors, supervisors, senior managers and relevant insiders;
(2) Hongchuan group, the controlling shareholder of the listed company, and its directors, supervisors and senior managers;
(3) The issuer of the irrevocable undertaking;
(4) The target company and its directors, supervisors, senior managers and relevant insiders;
(5) Relevant intermediaries providing services for this transaction and their specific handling personnel;
(6) The immediate relatives of the above-mentioned natural persons include spouses, parents and adult children.
3、 Insider trading information related to this transaction
The inquiry certificate of share and share change, the detailed list of shareholder share change and the self-examination report signed by the insider of this transaction. The trading of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares by the above-mentioned insider included in the scope of this self-examination during the self-examination period is as follows:
(I) trading of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares by natural persons
During the verification period, the relevant natural persons bought and sold the shares of the listed company, as follows:
Name and identity trading date number of shares (shares) number of shares (shares) on the day of change in shares bought / sold
2021.06.04 sold 8190 0 Guangdong Great River Smarter Logistics Co.Ltd(002930) Internal audit on June 18, 2021 sold 4000 17414 Zhu Ying principal on June 24, 2021 sold 2000 16750 on July 09, 2021 sold 13600 3150 on October 11, 2021 sold 3150
Industrial Bank Co.Ltd(601166) Suzhou Branch bought 1400 of Shu Jiulian’s salesman Shu Boyang on June 24, 2021, and sold 14000 mothers on July 7, 2021
Sold 13400 323312 on August 10, 2021 sold 10000 313312 on October 19, 2021 Guangdong Great River Smarter Logistics Co.Ltd(002930) The controlling shareholder sold 10000 303312 on October 20, 2021 Chen Weiwen, Dong Jiangao sold 40000 263312 on October 22, 2021.10.25 sold 40000 223312 on November 11, 2021.11 sold 20000 203312 on December 16, 2021 Sold 20000 183312
Guangdong Great River Smarter Logistics Co.Ltd(002930) controlling shareholder
Lai Shanning, Dong Jiangao, Chen Weiwen’s son sold 3600 women on October 20, 2021
Zhu Ying issued the following commitment to her behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares during the self inspection:
“1. I do not disclose relevant inside information or suggest others to buy and sell Guangdong Great River Smarter Logistics Co.Ltd(002930) shares; 2. My independent operation of selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares is completely based on public information and my own judgment on the trading situation of the secondary market, which is not related to the Guangdong Great River Smarter Logistics Co.Ltd(002930) reorganization. I buy and sell Guangdong Great River Smarter Logistics Co.Ltd(002930) The stock behavior does not belong to insider trading, and there is no case of using insider information to conduct stock trading and seek illegal interests;
3. If the above-mentioned act of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares violates relevant laws and regulations or normative documents issued by the competent securities authority, I am willing to hand over the proceeds from buying and selling shares during the above-mentioned period to the listed company.
”
Shu Jiulian made the following commitment to his behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares during the self inspection:
“1. I have not known, explored or used any insider information about Guangdong Great River Smarter Logistics Co.Ltd(002930) through any direct or indirect way;
2. My purchase and sale of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares are completely based on public information and my own judgment on the trading situation of the secondary market, and there is no connection with the Guangdong Great River Smarter Logistics Co.Ltd(002930) restructuring. My above-mentioned purchase and sale of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares does not belong to insider trading, and there is no situation of using insider information to conduct stock trading and seek illegal interests;
3. I do not disclose relevant inside information or suggest others to buy and sell Guangdong Great River Smarter Logistics Co.Ltd(002930) shares; 4. If the above behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares violates relevant laws and regulations or normative documents issued by the competent securities authority, I am willing to hand over the proceeds from buying and selling shares during the above period to the listed company. “
Chen Weiwen made the following commitment to his behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares during the self inspection:
“1. I do not disclose relevant inside information or suggest others to buy and sell Guangdong Great River Smarter Logistics Co.Ltd(002930) shares; 2. My independent operation of selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares is completely based on public information and my own judgment on the trading situation of the secondary market, which is not related to the Guangdong Great River Smarter Logistics Co.Ltd(002930) reorganization. I buy and sell Guangdong Great River Smarter Logistics Co.Ltd(002930) The stock behavior does not belong to insider trading, and there is no case of using insider information to conduct stock trading and seek illegal interests;
3. If the above behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares violates relevant laws and regulations or normative documents issued by the competent securities authority, I am willing to hand over the proceeds from buying and selling shares during the above period to the listed company. “
Lai Shanning issued the following commitment to his behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares during the self inspection:
“1. I have not known, explored or used any insider information about Guangdong Great River Smarter Logistics Co.Ltd(002930) through any direct or indirect way;
2. I sold Guangdong Great River Smarter Logistics Co.Ltd(002930) shares solely on the basis of public information and my own judgment on the trading situation of the secondary market, and there was no connection with the Guangdong Great River Smarter Logistics Co.Ltd(002930) restructuring. My above-mentioned trading of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares did not belong to insider trading, and there was no use of insider information for stock trading and illegal interests;
3. I do not disclose relevant inside information or suggest others to buy and sell Guangdong Great River Smarter Logistics Co.Ltd(002930) shares; 4. If the above behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares violates relevant laws and regulations or normative documents issued by the competent securities authority, I am willing to hand over the proceeds from buying and selling shares during the above period to the listed company. “
(II) trading of shares of legal persons Guangdong Great River Smarter Logistics Co.Ltd(002930)
During the self inspection period, China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “) bought and sold Guangdong Great River Smarter Logistics Co.Ltd(002930) shares as follows:
1. China International Capital Corporation Limited(601995) asset management business management account
Date share change verification closing shareholding buy / sell (shares) (shares)
2021.04.08-2022.01.20 116000 purchase
8400 sold
2021.04.08-2022.01.20 -107,600
2. China International Capital Corporation Limited(601995) self operated account of derivatives business – TRS product
Date share change verification closing shareholding buy / sell (shares) (shares)
From April 8, 2021 to January 20, 2022 1497964 purchase
87817 sold
2021.04.08-2022.01.20 -1,410,147
For the behavior of China International Capital Corporation Limited(601995) asset management business management account and self operated account of derivative business in buying and selling the company’s shares during the self inspection period, China International Capital Corporation Limited(601995) has issued instructions and commitments. The specific contents are as follows: the company has strictly abided by relevant laws and regulations and various rules and regulations of the company, earnestly implemented the internal information isolation system, and fully guaranteed professional ethics and independence. The company has established a strict information separation wall mechanism, an independent isolation mechanism between businesses in terms of organization setting, personnel, information system, capital account, business operation and operation management, as well as a management and control mechanism of confidential information, so as to prevent insider trading and avoid illegal acts due to conflicts of interest. The company’s asset management and proprietary account trading of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares are based on its own independent investment research and belong to its daily market-oriented behavior. In addition to the above circumstances, the company promises not to buy or sell Guangdong Great River Smarter Logistics Co.Ltd(002930) shares directly or indirectly through the stock exchange market or other channels, nor disclose the undisclosed information of the proposed reorganization of listed companies to a third party in any way.
4、 Verification opinions of independent financial advisor
According to the list of insider checks, the statement of disclosure obligations of shareholders within the scope of the company and the statement issued by the branch of the clearing company, the statement of insider checks issued by the branch of the company and the relevant information disclosure obligations of the clearing company, Considering that there are certain objective restrictions on the verification means, the independent financial adviser believes that based on the verification scope of the insider of the insider of the transaction and the self-examination of relevant institutions and personnel, and on the premise that the self-examination report and relevant instructions and commitments issued by the insider are true, accurate and complete, It is not found that the above insider’s behavior of buying and selling stocks of listed companies during the verification period is direct evidence of insider trading, and the above-mentioned behavior of buying and selling stocks does not constitute a substantive legal obstacle to this transaction.
(no text below)
(there is no text on this page, which is the signature page of China International Capital Corporation Limited(601995) special verification opinions on the self inspection report of Guangdong Great River Smarter Logistics Co.Ltd(002930) insider trading related to this transaction)
Sponsor of Independent Financial Advisor: Hu Xiaojun, Duan Yining
China International Capital Corporation Limited(601995) February 17, 2022
