Beijing Tianchi Juntai law firm
about
Guangdong Great River Smarter Logistics Co.Ltd(002930) insider information related to major asset restructuring stock trading
of
Special verification opinions
February, 2002
Beijing Tianchi Juntai law firm
About Guangdong Great River Smarter Logistics Co.Ltd(002930) major asset restructuring
Insider stock trading
Special verification opinions
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” or “the reorganization”). In accordance with the provisions of the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”) and other laws, regulations and normative documents, the lawyers of the exchange conducted self-examination on the relevant institutions and personnel during the stock trading period, That is, from six months before the announcement date of the resolution of the first board of directors of Guangdong Great River Smarter Logistics Co.Ltd(002930) this reorganization to the day before the disclosure of Guangdong Great River Smarter Logistics Co.Ltd(002930) major asset purchase report (Draft) (i.e. from April 8, 2021 to January 20, 2022, hereinafter referred to as the “verification period”), the trading of shares of listed companies has been specially verified and verified, and this verification opinion has been issued.
When issuing this verification opinion, our lawyer hereby makes the following statement:
(I) in accordance with the securities law of the people’s Republic of China, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the issuance date of the special verification opinions, the firm and its lawyers have followed the principles of diligence and good faith, and there are no false records Misleading statements or major omissions, and bear corresponding legal liabilities; (II) the listed company guarantees that it has provided the lawyers of the exchange with authentic, complete and effective original written materials, copies or oral testimony necessary for issuing the special verification opinions;
(III) for the fact that the special verification opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, listed companies or other relevant units and individuals; (IV) our lawyers agree to take the special verification opinions as the necessary legal documents for Guangdong Great River Smarter Logistics Co.Ltd(002930) this reorganization, report them together with other application materials, and are willing to bear corresponding legal responsibilities;
(V) the lawyer of the firm has not authorized any unit or individual to make any explanation or explanation on the special verification opinions; (VI) this special verification opinion is only for Guangdong Great River Smarter Logistics Co.Ltd(002930) the purpose of this reorganization application, and shall not be used for any other purpose.
The lawyers of the firm have verified and verified the documents and relevant facts provided by the listed company and relevant parties in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry. The verification opinions are as follows:
Text
1、 Scope of verification object and verification period
1. Scope of verification
In accordance with the measures for the administration of restructuring and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies (revised in 2022), Guangdong Great River Smarter Logistics Co.Ltd(002930) has carried out insider registration and relevant self-examination on this transaction. The scope of verification includes:
(1) Guangdong Great River Smarter Logistics Co.Ltd(002930) and its controlling shareholders, directors, supervisors, senior managers and other insiders;
(2) Insiders of the counterparty and its respective directors, supervisors and senior managers;
(3) Insiders of the target company and its respective directors, supervisors and senior managers;
(4) The relevant intermediaries providing services for this transaction and their handling personnel;
(5) Other legal persons and natural persons who know the inside information of the reorganization;
(6) Immediate family members of the above-mentioned persons (refer to spouses, parents and adult children over the age of 18). 2. Verification period
The verification period is from six months before the announcement date of the resolution of the first board of directors of Guangdong Great River Smarter Logistics Co.Ltd(002930) this reorganization to the day before the disclosure of the report on major asset purchase (Draft) (i.e. from April 8, 2021 to January 20, 2022).
2、 The situation and nature of stock trading by insiders in this restructuring
According to the self inspection report issued by institutions and personnel within the verification scope and the inquiry records of securities account opening and trading issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., during the verification period, the trading of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares by institutions and individuals within the verification scope are as follows:
(I) the listed company and its controlling shareholders, directors, supervisors, senior managers, other persons who know the inside information of the reorganization and the immediate family members of the above-mentioned persons
Name / enterprise name trading date share change (10000 shares) change direction identity
August 10, 2021 – 13400 sold
October 19, 2021 – 10000 sales-
Chen Weiwen October 20, 2021 – 10000 sales
October 22, 2021 – 40000 sold
October 25, 2021 – 40000 sold
November 11, 2021 – 20000 sold
December 16, 2021 – 20000 sold
Lai Shanning sold the direct relatives of Chen Weiwen from October 20 to 3600, 2021
genus
June 4, 2021 – 8190 sold
June 18, 2021 – 4000 sold
Zhu Ying sold from June 24, 2021 to 2000-
July 9, 2021 – 13600 sold
October 11, 2021 – 3150 sales
Chen Weiwen Zhu Ying issued a commitment as follows: “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 purchase and sale of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares are completely based on public information, that is, my independent operation based on my own judgment of the trading situation in 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.
”
For the purchase and sale of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares during the above verification period, Lai Shanning issued a statement as follows: “1. I did not know, explore or make use of any insider information about Guangdong Great River Smarter Logistics Co.Ltd(002930) through any direct or indirect channels; 2. I sold Guangdong Great River Smarter Logistics Co.Ltd(002930) shares solely based on public information and my own judgment on the trading situation of the secondary market, and there was no connection with Guangdong Great River Smarter Logistics Co.Ltd(002930) restructuring. I bought and sold 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. 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-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. ” (II) intermediary institutions and their principals, managers and their immediate relatives
Name / enterprise name share change (share) change direction identity
116000 purchase
China International Capital Corporation Limited(601995) asset management business management account
-107600 sold
agency
China International Capital Corporation Limited(601995) proprietary nature of derivatives business 1497964 purchase
Account – TRS products – 1410147 sold
China International Capital Corporation Limited(601995) issued a written statement: “The company has strictly complied with relevant laws and regulations and various rules and regulations of the company, effectively implemented the internal information isolation system, and fully guaranteed professional ethics and independence. The company has established a strict information isolation wall mechanism, and independent isolation mechanism and confidentiality between businesses in terms of organization setting, personnel, information system, capital account, business operation, operation and management Information management and control mechanism to prevent insider trading and avoid illegal acts due to conflict 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 in violation of regulations in the process of the reorganization of the listed company to be implemented, nor to disclose the undisclosed information of the reorganization of the listed company to a third party in any way. “
(III) other institutions and their principals, managers and immediate relatives of the above-mentioned personnel
Name / enterprise name trading date share change (share) change direction identity
Shu Jiulian 1400 purchase Industrial Bank Co.Ltd(601166) handling on June 24, 2021
Shu Jiulian, 7 July 2021 – 1400 immediate family members
For the purchase and sale of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares during the above verification period, Shu Jiulian issued a statement as follows: “1. I did not know, explore or use any insider information about Guangdong Great River Smarter Logistics Co.Ltd(002930) through any direct or indirect channels; 2. I bought and sold Guangdong Great River Smarter Logistics Co.Ltd(002930) shares solely based on public information and my own judgment on the trading situation of the secondary market, which is consistent with Guangdong Great River Smarter Logistics Co.Ltd(002930) There is no connection between the restructuring matters. My above-mentioned trading 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 trade stocks and seek illegal interests; 3. I do not disclose relevant inside information or suggest others to buy and sell Hongchuan wisdom shares; 4. 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. “
In view of the above, our lawyers believe that under the condition that the contents of the self inspection report, statement and commitment issued by the above relevant subjects are true and accurate, the behavior of these subjects in buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares during the verification period shall not constitute insider trading and will not constitute a substantive legal obstacle to this transaction. 3、 Conclusion
To sum up, after verification, our lawyers believe that there is no suspected insider trading in the trading of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares by the above institutions and personnel during the verification period, which does not constitute a legal obstacle to this reorganization. The original of this special verification opinion is in quintuplicate, which will come into force after being signed by the person in charge of the office and the handling lawyer and stamped with the official seal of the office.
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(there is no text on this page, which is the signature page of the special verification opinions of Beijing Tianchi Juntai law firm on the stock trading of insiders with insider information related to Guangdong Great River Smarter Logistics Co.Ltd(002930) major asset restructuring) the handling lawyer of Beijing Tianchi Juntai law firm: Jia Zongda
Person in charge: Chen Cong handling lawyer: Bu Dehong
February 17, 2022
