Guohao law firm (Shenzhen)
About Guangdong Great River Smarter Logistics Co.Ltd(002930)
Legal opinion of the third 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") is entrusted by Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as "the company") to appoint Lawyer Wang caizhang and lawyer Li Deqi (hereinafter referred to as "the firm") to attend the third extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting" or "the meeting") to witness the legitimacy of the general meeting of shareholders. 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 suggestions on the convening and convening procedures of the general meeting of shareholders of the company, the qualifications of the participants, the qualifications of the convener This legal opinion is issued for voting procedures, voting results and other related matters.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures and the voting results of this general meeting of shareholders comply with the provisions of relevant laws, regulations, other normative documents and the articles of association, and do not express their 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 March 27, 2022, the company held the ninth meeting of the third board of directors, deliberated and approved the proposal on convening the third extraordinary general meeting of shareholders in 2022, and decided to convene the general meeting of shareholders at 14:50 p.m. on Wednesday, April 13, 2022.
On March 28, 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 third 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 Wednesday, April 13, 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 April 13, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on April 13, 2022.
The general meeting of shareholders is presided over by Mr. Gan Yi jointly elected by more than half of the directors of the company. The time, place and other matters of the meeting are consistent with the contents of the notice of the general meeting of shareholders.
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 22 shareholders and authorized representatives of shareholders attended the shareholders' meeting, representing 266264873 shares with voting rights, accounting for 595494% of the total shares of the company on the equity registration date; There are 18 directors, supervisors, senior managers and shareholders other than those who individually or jointly hold more than 5% of the shares of the company (hereinafter referred to as "small and medium-sized investors"), representing 37976468 shares with voting rights, accounting for 8.4933% of the total shares of the company on the equity registration date. Of which:
(1) Six shareholders and their authorized representatives attended the on-site meeting, representing 230420684 shares with voting rights, accounting for 515330% of the total shares of the company on the equity registration date;
(2) A total of 16 shareholders attended the shareholders' meeting through the online voting system, representing 35844189 shares with voting rights, accounting for 8.0165% 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. Independent directors solicit voting rights
Mr. Guo leiming, the independent director of the company, as the solicitor, posted on http://www.cn.info.com.cn on March 28, 2022 The company published the report on public solicitation of entrusted voting rights by independent directors to solicit voting rights from all shareholders on all proposals considered at the shareholders' meeting. As of the end of the solicitation time, Mr. Guo leiming, an independent director, had not received the entrustment of voting rights from shareholders.
According to the relevant provisions of the measures for the administration of equity incentives of listed companies, Mr. Guo leiming, an independent director, publicly solicited voting rights from all shareholders of the company on the relevant proposals considered at the general meeting of shareholders. Mr. Guo leiming, the independent director of the company, has the subject qualification of soliciting voting rights this time, and there is no situation that he shall not solicit voting rights as a soliciter as stipulated in the Interim Provisions on the administration of public solicitation of shareholders' rights of listed companies. The report on the public solicitation of entrusted voting rights by independent directors fully discloses the relevant matters involved in the solicitation of voting rights, and the content and form of the public solicitation plan meet the requirements of the Interim Provisions on the administration of the public solicitation of shareholders' rights of listed companies. It is confirmed by the company that during the above-mentioned solicitation of voting rights, no shareholder entrusted voting to the soliciter. The solicitation of voting rights meets the requirements of the Interim Provisions on the administration of public solicitation of shareholders' rights of listed companies. Independent director Mr. Guo leiming's solicitation of voting rights is legal and effective. 4. 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's 2022 stock option incentive plan (Draft) and its summary
Voting results: 263944989 shares were approved, accounting for 991287% of the total number of valid voting shares attending the meeting; Against 2319884 shares, accounting for 0.8713% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 35656584 shares were agreed, accounting for 938913% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 2319884 shares, accounting for 6.1087% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% 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 the company's assessment management measures for the implementation of stock option incentive plan in 2022
Voting results: 263944989 shares were approved, accounting for 991287% of the total number of valid voting shares attending the meeting; 23198084% of the total number of effective voting shares attended the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 35656584 shares were approved, accounting for 938913% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 2319884 shares, accounting for 6.1087% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% 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 requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
Voting results: 263944989 shares were approved, accounting for 991287% of the total number of valid voting shares attending the meeting; Against 2319884 shares, accounting for 0.8713% of the total number of valid voting shares attending the meeting; Abstain from 0 shares, accounting for 0% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 35656584 shares were agreed, accounting for 938913% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Against 2319884 shares, accounting for 6.1087% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0% 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、 Concluding observations
To sum up, our lawyers believe that the convening and convening procedures of the third extraordinary general meeting of shareholders in 2022, the qualifications of the convener and the personnel attending the on-site meeting, and the voting procedures of the general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of Association, and the resolutions adopted by the general meeting of shareholders of the company are legal and effective.
The exchange agrees that this legal opinion shall be reported and announced together with other information disclosure materials of the company's general meeting of shareholders. It shall not be used for any other purpose without the consent of the exchange.
This legal opinion is made in three originals without copies.
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Guohao law firm (Shenzhen)
Person in charge: Ma zhuotan witness lawyer: Wang caizhang
Li Deqi
April 13, 2022
