China International Capital Corporation Limited(601995)
About Guangdong Great River Smarter Logistics Co.Ltd(002930)
Verification opinions on the formulation and implementation of the insider registration system
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “independent financial consultant”) serves as Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “company”, “listed company” or ” Guangdong Great River Smarter Logistics Co.Ltd(002930) “) and intends to launch a voluntary comprehensive offer to all shareholders of Longxiang Group Holdings Co., Ltd. through Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd. when the preconditions are met, The independent financial consultant who acquired 100% equity of Longxiang Group Holdings Co., Ltd. (hereinafter referred to as “this transaction”) in cash checked the formulation and implementation of Guangdong Great River Smarter Logistics Co.Ltd(002930) insider registration system, as follows:
1、 Formulation of the company’s insider registration system
On June 1, 2018, the listed company held the 30th meeting of the first board of directors, deliberated and adopted the proposal on formulating the company’s registration and management system for insiders, and formulated the registration and management system for insiders.
On October 27, 2020, the listed company held the 35th meeting of the second board of directors, deliberated and adopted the proposal on Amending the registration and management system of insiders, and revised the registration and management system of insiders accordingly.
2、 Implementation of the company’s insider registration system
During the planning of this transaction, the listed company and the relevant parties of this transaction strictly controlled the scope of personnel participating in this major asset restructuring, reminded and urged the insiders of relevant inside information not to disclose relevant confidential information to other personnel, and not to use relevant information to buy and sell the shares of the listed company or entrust or suggest others to buy and sell the shares of the listed company.
The listed company registered the insiders involved in this transaction and timely reported the list of insiders to Shenzhen Stock Exchange.
In addition, the listed company also made a memorandum on the progress of the transaction, recording the specific links and progress of the transaction, including the time, place, participating institutions and personnel of scheme discussion, work content communication and other matters, and registered with Shenzhen stock exchange for record. After the board of Directors considers and discloses the transaction, the listed company will apply to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch to inquire whether the insider of the transaction has bought and sold stocks during the self-examination period.
3、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that:
1. The company has formulated the insider registration management system in accordance with the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the guidelines for the supervision of listed companies No. 5 – the registration management system for insiders of listed companies, the articles of association and other relevant provisions, which is in line with the provisions of relevant laws and regulations.
2. In this transaction, the company carried out the registration and reporting of insiders in accordance with the registration and management system for insiders of inside information, and complied with the provisions of relevant laws and regulations and the company’s system.
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Independent financial advisor sponsor: Hu Xiaojun, Duan Yining
China International Capital Corporation Limited(601995) (seal) January 19, 2022
