Guohao law firm (Shenzhen)
About Guangdong Great River Smarter Logistics Co.Ltd(002930)
Legal opinion of the second extraordinary general meeting of shareholders in 2022
To: Guangdong Great River Smarter Logistics Co.Ltd(002930)
Guohao law firm (Shenzhen) (hereinafter referred to as “the firm”) has accepted the entrustment of Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”) to appoint lawyer Peng Yao and lawyer Li Deqi (hereinafter referred to as “the firm’s lawyer”) to attend the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the general meeting” or “the meeting”), Witness the legitimacy of this shareholders’ meeting. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules of the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the provisions of Guangdong Great River Smarter Logistics Co.Ltd(002930) articles of Association (hereinafter referred to as the “articles of association”), the lawyers of the firm have made comments on the convening and convening procedures of the general meeting of shareholders of the company, the qualifications of the participants This legal opinion is issued on the qualification, voting procedures and voting results of the convener.
In this legal opinion, our lawyers only express their opinions on whether the convening, convening procedures, qualification of attendees, qualification of conveners, voting procedures and voting results of this general meeting of shareholders comply with the provisions of relevant laws, regulations, other normative documents and the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant materials and facts of the shareholders’ meeting, and now give the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
After verification by our lawyers, on January 19, 2022, the company held the eighth meeting of the third board of directors, deliberated and approved the proposal on convening the second extraordinary general meeting of shareholders in 2022, and decided to convene the general meeting of shareholders at 14:50 p.m. on Friday, March 4, 2022.
On January 21, 2022, the board of directors of the company held a meeting on cninfo.com（ http://www.cn.info.com.cn. ）The notice of Guangdong Great River Smarter Logistics Co.Ltd(002930) on convening the second extraordinary general meeting of shareholders in 2022 was issued to the shareholders of the company, announcing the time, place, method, deliberation items, voting method, equity registration date, contact person and contact information of the general meeting of shareholders. The company has fully disclosed the contents of the proposal in accordance with relevant regulations. The general meeting of shareholders was held at 14:50 p.m. on Friday, March 4, 2022 in the conference room on the first floor of Building 1, No. 6, Libin Road, Songshanhu Park, Dongguan City, Guangdong Province. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on March 4, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on March 4, 2022.
More than half of the shareholders shall elect Mr. Gan Yi to preside over the meeting, and the time and place of the meeting shall be the same as that of other matters of the company.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations and normative documents, as well as the articles of association.
2、 Qualification of personnel attending the general meeting of shareholders
1. Convener of this shareholders’ meeting
The convener of this general meeting of shareholders is the board of directors of the company.
2. Shareholders attending the general meeting of shareholders and their authorized representatives
A total of 45 shareholders and authorized representatives of shareholders attended the shareholders’ meeting, representing 299289797 shares with voting rights, accounting for 669354% of the total shares of the company on the equity registration date; There are 39 Directors, supervisors, senior managers and shareholders other than those who individually or jointly hold more than 5% of the company’s shares (hereinafter referred to as “small and medium-sized investors”), representing 67309855 shares with voting rights, accounting for 150537% of the total shares of the company on the equity registration date. Of which:
(1) Ten shareholders and their authorized representatives attended the on-site meeting, representing 234547850 shares with voting rights, accounting for 524560% of the total shares of the company on the equity registration date;
(2) A total of 35 shareholders attended the shareholders’ meeting through the online voting system, representing 64741947 shares with voting rights, accounting for 144794% of the total shares of the company on the equity registration date.
The qualification of online voting shareholders is verified by the trading system and Internet voting system of Shenzhen Stock Exchange when they conduct online voting. Therefore, our lawyers are unable to confirm the qualification of online voting shareholders. On the premise that the qualifications of shareholders’ representatives participating in online voting comply with relevant laws and regulations and the articles of association, after verification, our lawyers believe that the above shareholders and their authorized representatives are legally qualified to attend the general meeting of shareholders and exercise their voting rights.
3. Other persons attending and attending the general meeting of shareholders as nonvoting delegates
Other persons attending the general meeting of shareholders are the directors, supervisors, Secretary of the board of directors and lawyers of the firm, and other persons attending the general meeting of shareholders are senior managers of the company. The directors, supervisors and senior managers who did not attend / attend the shareholders’ meeting did not attend / attend the shareholders’ meeting due to going out on business.
The lawyers of the firm believe that the qualifications of the personnel and conveners attending the on-site meeting of the general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association, and are legal and effective.
3、 Voting methods, procedures and results of this general meeting of shareholders
The shareholders attending the shareholders’ meeting and their authorized representatives voted one by one on the matters listed in the notice of the meeting by means of on-site open ballot and online voting. After the voting, shareholder representatives, supervisors and lawyers of the exchange were appointed to count and monitor the votes in accordance with the provisions of the articles of association and the rules of the general meeting of shareholders of listed companies, and the voting results were announced on the spot. The specific voting results are as follows:
1. Proposal on the company meeting the conditions for purchasing major assets
Voting results: 299287697 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; 2100 shares abstained, accounting for 0.0007% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 67307755 shares were agreed, accounting for 999969% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 2100 shares were abstained, accounting for 0.0031% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The proposal was approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the meeting.
2. Proposal on major asset purchase plan of the company
2.01 transaction method
Voting results: 299287697 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; 2100 shares abstained, accounting for 0.0007% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 67307755 shares were agreed, accounting for 999969% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 2100 shares were abstained, accounting for 0.0031% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The proposal was approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the meeting. 2.02 counterparty
Voting results: 299287697 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; 2100 shares abstained, accounting for 0.0007% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 67307755 shares were agreed, accounting for 999969% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 2100 shares were abstained, accounting for 0.0031% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The proposal was approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the meeting. 2.03 subject matter of transaction
Voting results: 299287697 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; 2100 shares abstained, accounting for 0.0007% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 67307755 shares were agreed, accounting for 999969% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 2100 shares were abstained, accounting for 0.0031% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The proposal was approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the meeting. 2.04 transaction price
Voting results: 299287197 shares were approved, accounting for 999991% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; 2600 shares were abstained, accounting for 0.0009% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 67307255 shares were agreed, accounting for 999961% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 2600 shares were abstained, accounting for 0.0039% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The proposal was adopted by more than two-thirds of the total number of effective voting shares held by shareholders attending the meeting. 2.05 source of funds
Voting results: 299287697 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; 2100 shares abstained, accounting for 0.0007% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 67307755 shares were agreed, accounting for 999969% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 2100 shares were abstained, accounting for 0.0031% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The proposal was approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the meeting. 2.06 preconditions and conditions to be met for the success of this transaction
Voting results: 299287697 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; 2100 shares abstained, accounting for 0.0007% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 67307755 shares were agreed, accounting for 999969% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 2100 shares were abstained, accounting for 0.0031% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The proposal was approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the meeting. 2.07 validity of resolution
Voting results: 299287697 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; 2100 shares abstained, accounting for 0.0007% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 67307755 shares were agreed, accounting for 999969% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 2100 shares were abstained, accounting for 0.0031% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The proposal was approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the meeting. 3. Proposal on the purchase of major assets of the company not constituting related party transactions
Voting results: 299287697 shares were approved, accounting for 999993% of the total number of valid voting shares attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting; 2100 shares abstained, accounting for 0.0007% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 67307755 shares were agreed, accounting for 999969% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 0 opposition shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 2100 shares were abstained, accounting for 0.0031% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The proposal was approved by more than two-thirds of the total number of effective voting shares held by shareholders attending the meeting. 4. About this reorganization meeting the requirements of about regulating the weight of major assets of listed companies
