Guohao law firm (Shenzhen)
About Guangdong Great River Smarter Logistics Co.Ltd(002930)
Legal opinion of 2021 annual general meeting of shareholders
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 Peng Yao and lawyer Li Deqi (hereinafter referred to as "the firm") to attend the 2021 annual general meeting of shareholders of the company (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 April 27, 2022, the company held the 12th meeting of the third board of directors, deliberated and approved the proposal on convening the 2021 annual general meeting of shareholders, and decided to convene the general meeting of shareholders at 14:50 p.m. on Thursday, May 19, 2022.
On April 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 2021 annual general meeting of shareholders 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 Thursday, May 19, 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 May 19, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is: 9:15-15:00 on May 19, 2022.
More than half of the directors of the company jointly elected Mr. Huang Yuntao to preside over the general meeting of shareholders; 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 23 shareholders and authorized representatives of shareholders attended the shareholders' meeting, representing 287052760 shares with voting rights, accounting for 641986% of the total shares of the company on the equity registration date; There are 19 directors, supervisors, senior managers and other shareholders (hereinafter referred to as "small and medium investors") other than those who individually or jointly hold more than 5% of the shares of the company, representing 59225497 shares with voting rights, accounting for 132456% of the total shares of the company on the equity registration date. Of which:
(1) Four shareholders and their authorized representatives attended the on-site meeting, representing 227117214 shares with voting rights, accounting for 507942% of the total shares of the company on the equity registration date;
(2) A total of 19 shareholders attended the shareholders' meeting through the online voting system, representing 59935546 shares with voting rights, accounting for 134044% 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 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. Work report of the board of directors in 2021
Voting results: 287030860 shares were approved, accounting for 999924% of the total number of valid voting shares attending the meeting; 21900 opposition shares, accounting for 0.0076% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 59203597 shares were agreed, accounting for 999630% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 21900 shares opposed, accounting for 0.0370% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The bill was passed.
The independent directors of the company reported on their work at the general meeting of shareholders.
2. Work report of the board of supervisors in 2021
Voting results: 287030860 shares were approved, accounting for 999924% of the total number of valid voting shares attending the meeting; 21900 opposition shares, accounting for 0.0076% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 59203597 shares were agreed, accounting for 999630% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 21900 shares opposed, accounting for 0.0370% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The bill was passed.
3. 2021 annual report and summary
Voting results: 287030860 shares were approved, accounting for 999924% of the total number of valid voting shares attending the meeting; 21900 opposition shares, accounting for 0.0076% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 59203597 shares were agreed, accounting for 999630% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 21900 shares opposed, accounting for 0.0370% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The bill was passed.
4. Financial statement report of 2021
Voting results: 287030860 shares were approved, accounting for 999924% of the total number of valid voting shares attending the meeting; 21900 opposition shares, accounting for 0.0076% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 59203597 shares were agreed, accounting for 999630% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 21900 shares opposed, accounting for 0.0370% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The bill was passed.
5. Proposal on 2021 profit distribution plan
Voting results: 287030860 shares were approved, accounting for 999924% of the total number of valid voting shares attending the meeting; 21900 opposition shares, accounting for 0.0076% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 59203597 shares were agreed, accounting for 999630% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 21900 shares opposed, accounting for 0.0370% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The bill was passed.
6. Special report on the deposit and use of raised funds in 2021
Voting results: 287030860 shares were approved, accounting for 999924% of the total number of valid voting shares attending the meeting; 21900 opposition shares, accounting for 0.0076% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 59203597 shares were agreed, accounting for 999630% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 21900 shares opposed, accounting for 0.0370% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The bill was passed.
7. Shareholder return plan for the next three years (20222024)
Voting results: 287030860 shares were approved, accounting for 999924% of the total number of valid voting shares attending the meeting; 21900 opposition shares, accounting for 0.0076% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 59203597 shares were agreed, accounting for 999630% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 21900 shares opposed, accounting for 0.0370% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares held by small and medium-sized investors attending the meeting.
The bill was passed.
8. Proposal on repurchase and cancellation of some restricted shares in 2019 stock option and restricted stock incentive plan
Voting results: 287030860 shares were approved, accounting for 999924% of the total number of valid voting shares attending the meeting; 21900 opposition shares, accounting for 0.0076% of the total number of valid voting shares attending the meeting; Abstained 0 shares, accounting for 0.0000% of the total number of valid voting shares attending the meeting.
Among them, the voting results of small and medium-sized investors: 59203597 shares were agreed, accounting for 999630% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; 21900 shares opposed, accounting for 0.0370% of the total number of valid voting shares held by small and medium-sized investors attending the meeting; Abstained 0 shares, accounting for 0.0000% 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 2021 annual general meeting of shareholders, the qualifications of the convener and the personnel attending the on-site meeting and the voting procedures of the general meeting of shareholders are in line 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: Peng Yao
Li Deqi
May 19, 2022
