China International Capital Corporation Limited(601995)
The transaction complies with the relevant provisions of the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business
Verification opinions
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " and "independent financial consultant") as an independent financial consultant for Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as "company", "listed company" or " Guangdong Great River Smarter Logistics Co.Ltd(002930) ") major asset restructuring (hereinafter referred to as "this transaction" and "this project"), In accordance with the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business (CSRC announcement [2018] No. 22), the independent financial consultant and the listed company have checked the behavior of hiring a third party institution or individual (hereinafter referred to as "the third party") in this transaction, and expressed the following opinions: I Verification of honest practitioners such as the third party employed in this transaction
In order to control the legal risks of the project and strengthen the independent due diligence on the legal matters of the project, China International Capital Corporation Limited(601995) Beijing Zhide law firm (hereinafter referred to as "Zhide") is hired as the securities firm lawyer of the independent financial adviser of the project for the major asset restructuring procedure of A-Shares of this transaction. Zhide holds the law firm practice license numbered 311100007940545365 and has relevant business qualifications. Zhide agrees to accept the entrustment of the independent financial consultant to provide legal services to the independent financial consultant in the project. The service contents mainly include: assisting the independent financial consultant to complete the legal due diligence of the project, assisting in drafting, modifying and reviewing the relevant legal documents drafted or issued by the independent financial consultant on the project, and assisting the independent financial consultant to collect, sort out Prepare working papers related to the project. The fee for China International Capital Corporation Limited(601995) to hire a securities firm lawyer for the project shall be determined by both parties through negotiation, and China International Capital Corporation Limited(601995) shall pay Zhide with its own funds after the completion of the project. As of the date of issuance of this verification opinion, China International Capital Corporation Limited(601995) has not actually paid the lawyer's fees.
In this transaction, the listed company has hired China International Capital Corporation Limited(601995) as an independent financial consultant for the major asset restructuring procedures of A-Shares of this transaction, Beijing Tianchi Juntai law firm as a law firm, Ernst & Young Huaming Certified Public Accountants (special general partnership) as an audit institution, Grant Thornton Certified Public Accountants (special general partnership) as a reference review institution Shenzhen Pengxin assets appraisal Land Real Estate Appraisal Co., Ltd. serves as the appraisal institution.
2、 Internal audit procedure of independent financial adviser
In order to clarify the content and requirements of China International Capital Corporation Limited(601995) engaging securities firm lawyers to provide legal services, China International Capital Corporation Limited(601995) legal compliance department has formulated the format contract of securities firm lawyers' employment agreement for different project types, and clearly stipulated the service content, charging arrangement and the rights and obligations of both parties. The project team of the project selects the law firm that meets the requirements of the project as the lawyer of the securities firm after comprehensively evaluating the law firm from the aspects of business qualification, project experience, resource allocation, market reputation and charging standard. The project team will draft the employment agreement of securities firm lawyers according to the format contract formulated by the legal compliance department, which will be approved by the China International Capital Corporation Limited(601995) legal compliance department, China International Capital Corporation Limited(601995) finance department, the person in charge of the project team and the management of the investment banking department, and China International Capital Corporation Limited(601995) compliance director will formally sign the employment agreement with securities firm lawyers after conducting compliance review on relevant employment matters and issuing compliance review opinions.
3、 Concluding observations of the independent financial adviser
After verification, the independent financial adviser believes that: China International Capital Corporation Limited(601995) the act of hiring Zhide in this transaction and the act of the listed company hiring independent financial advisers, law firms, audit institutions, reference review institutions and valuation institutions are legal and compliant, Comply with the relevant provisions of the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business.
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Independent financial advisor sponsor: Hu Xiaojun, Duan Yining
China International Capital Corporation Limited(601995) (seal) January 19, 2022
