Beijing Tianchi Juntai law firm
On the purchase of Guangdong Great River Smarter Logistics Co.Ltd(002930) major assets
Supplementary legal opinion
(Ⅰ)
February, 2002
Beijing Tianchi Juntai law firm
About Guangdong Great River Smarter Logistics Co.Ltd(002930) major asset purchase
Supplementary legal opinion (I)
To: Guangdong Great River Smarter Logistics Co.Ltd(002930)
Beijing Tianchi Juntai law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”, “listed company” or ” Guangdong Great River Smarter Logistics Co.Ltd(002930) “) as the special legal adviser for the company’s major asset purchase (hereinafter referred to as “the transaction”, “the reorganization” or “the offer”), On January 19, 2022, the legal opinion of Beijing Tianchi Juntai law firm on the purchase of Guangdong Great River Smarter Logistics Co.Ltd(002930) major assets (hereinafter referred to as the “legal opinion”) was issued for this reorganization.
On January 28, 2022, Shenzhen Stock Exchange issued “inquiry letter on non licensed restructuring [2022] No. 2” and “inquiry letter on restructuring of Guangdong Great River Smarter Logistics Co.Ltd(002930) ” (hereinafter referred to as “inquiry letter”). In accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies and other current effective laws, regulations and normative documents, in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, and in accordance with the requirements of the inquiry letter and the supplementary verification, Issue supplementary legal opinions on issues that need to be supplemented by lawyers (hereinafter referred to as “this supplementary legal opinion”).
Unless otherwise specified, the terms, names and abbreviations used in this supplementary legal opinion have the same meanings as those in the legal opinion. The statements made by the exchange in the legal opinion are applicable to this supplementary legal opinion.
This supplementary legal opinion is a supplement to the legal opinion. In case of any inconsistency between this supplementary legal opinion and the legal opinion, this supplementary legal opinion shall prevail.
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1、 Question 2 of the inquiry letter: the reorganization report shows that the hazardous chemicals business license held by Nanjing Longxiang liquid chemical storage and Transportation Terminal Co., Ltd. has expired on January 19, 2022; The certificate of safety production standardization construction level (Level II) of transportation enterprises held by Weifang sendami liquefied products terminal Co., Ltd. (hereinafter referred to as “Weifang sendami”) has expired on December 16, 2021. Please explain whether there are major obstacles in the application for renewal of relevant licenses, the specific reasons for not applying for renewal in time, and whether the expiration of licenses affects the normal production and operation of the company. Independent financial advisers and lawyers are invited to check and comment on the above matters.
Lawyer’s reply:
(I) business license for hazardous chemicals
According to the information provided by Nanjing Longxiang, the hazardous chemicals business license held by Nanjing Longxiang has been renewed as follows:
Serial certificate name certificate No. issuing authority certificate validity to No. subject date
1 Nanjing hazardous chemicals by Su (ning) hazardous chemical by word Nanjing Jiangbei new area management January 2022 January 2025 longxiangying permit (Jiangbei) 01012 Committee Emergency Management Bureau 14 13
(II) certificate of safety production standardization construction level of transportation enterprises
According to the information provided by Weifang sendamei, the construction grade certificate of safety production standardization of transportation enterprises held by Weifang sendamei is as follows:
Serial certificate name certificate No. issuing authority certificate validity to No. subject date
1 work safety standard for Weifang transportation enterprises 2018-16-5 people’s Republic of China December 2018 December 2021 Senda beautification construction grade certificate (Level II) 01179 Ministry of transport, July 17, 2016
According to Article 28 of the measures for the administration of the evaluation of the construction of work safety standardization in transportation enterprises: “the evaluation institution is responsible for the organization and implementation of the evaluation activities of the construction of work safety standardization in transportation enterprises and the issuance of the evaluation grade certificate.”
According to Article 30 of the measures for the administration of evaluation of work safety standardization construction of transportation enterprises: “the grade certificate of work safety standardization construction of transportation enterprises shall be prepared and issued in accordance with the unified style stipulated by the Ministry of transportation, and the validity period is 3 years.”
According to Article 33 of the measures for the administration of evaluation of work safety standardization construction of transportation enterprises: “transportation enterprises applying for work safety standardization construction evaluation shall comply with the following provisions: (I) independently apply in accordance with the requirements of laws and regulations; (II) independently select the evaluation organization of corresponding level; (III) During the evaluation process, provide the required working conditions to the evaluation organization and reviewers, and truthfully provide relevant materials to ensure the effective implementation of the evaluation. (IV) have the right to report and complain to the competent authority and management and maintenance unit about the improper behavior of the evaluation organization or reviewer. “
According to Article 47 of the measures for the administration of evaluation of work safety standardization construction in transportation enterprises: “enterprises that have obtained the evaluation grade certificate of work safety standardization can apply to the evaluation institution for certificate renewal evaluation before the expiration of the certificate. After the certificate renewal is completed, the original certificate will automatically become invalid.”
According to the provisions of Article 48 of the measures for the administration of the construction evaluation of safety production standardization in transportation enterprises: “when applying for license renewal evaluation, the enterprise shall submit the following materials: (I) business license and business license of the enterprise legal person; (II) certificate of the construction level of safety production standardization of the original transportation enterprise; (III) Enterprise certificate renewal self-assessment report, basic information of the enterprise and safety production organization structure; (IV) the standardized operation of safety production of the enterprise, as well as the safety production accidents or dangerous situations in recent three years, major safety production risk sources and control, hidden dangers and treatment of major safety accidents. “
According to Article 49 of the measures for the administration of evaluation of work safety standardization construction of transportation enterprises: “an enterprise applying for renewal of the certificate can directly apply to the evaluation institution for renewal of the certificate of work safety standardization construction of an enterprise of the same level within 3 months before the expiration of the original certificate after obtaining the certificate of level for 3 years and meeting the following conditions: (I) The annual verification level of the enterprise is excellent (including the certificate renewal year); (II) the enterprise has no production safety responsibility accident above the general level; (III) the enterprise has not been supervised or interviewed by the competent authority for work safety; (IV) the safety production credit rating of the enterprise is rated above grade B; (V) the enterprise has not violated other production safety laws and regulations; (VI) in case of any change in the construction standard of work safety standardization, the annual verification or relevant evidence shall prove that it meets the relevant requirements.
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According to the information provided by Weifang sendamei, on October 21, 2021, Weifang sendamei and Qingdao Branch of China Classification Society quality certification company signed the contract for grade evaluation of enterprise safety production standardization construction, It is agreed that Weifang sendamei entrusts Qingdao Branch of China Classification Society quality certification company to carry out grade evaluation on the enterprise safety production standardization construction of Weifang sendamei.
On February 10, 2022, The certificate issued by Shandong Branch of China Classification Society quality certification company is as follows: “Weifang sendamei liquefied products terminal Co., Ltd. has submitted to our organization the application for the secondary standard evaluation of port tank farm, port dangerous goods terminal and professional safety production standardization. The evaluation team has completed the evaluation from November 8 to November 10, 2021, and the on-site recommendation conclusion is passed. Due to the safety production standardization construction of transportation enterprises, the credit information management system is currently closed In the closed state, the file cannot be submitted. After the system is opened and the publicity is completed, the secondary safety production standardization compliance certificate shall be issued. “
In conclusion, our lawyers believe that the renewal of the hazardous chemicals business license held by Nanjing Longxiang has been completed, which has not affected the normal production and operation of Nanjing Longxiang. Weifang sendamei has applied for the extension of the certificate before the expiration of the certificate of safety production standardization construction level of transportation enterprises (Level II), and Weifang sendamei has passed the evaluation of safety production standardization construction level of transportation enterprises by the evaluation organization. At present, the certificate is in the process of issuance, Therefore, there is no substantive obstacle to the renewal application of the certificate of safety production standardization construction level of transportation enterprises (Level II) held by Weifang sendamei, nor does it affect the normal production and operation of the company.
The original of this supplementary legal opinion is made in five copies, one of which is retained by the exchange, and the other four copies are delivered to the company.
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(there is no text on this page, which is the signature page of Beijing Tianchi Juntai law firm’s supplementary legal opinion on the purchase of Guangdong Great River Smarter Logistics Co.Ltd(002930) major assets (I))
Handling lawyer of Beijing Tianchi Juntai law firm: Jia Zongda
Person in charge: Chen Cong handling lawyer: Bu Dehong
February 17, 2022
