Beijing Tianchi Juntai law firm
about
Dragon Crown Group Holdings Limited
It does not belong to “high energy consumption and high emission” enterprises
of
Special verification opinions
January 2002
Room 1504, tower a, Oriental Financial Plaza, 1168 Century Avenue, Shanghai, China zip code: 200122
Tel: (8621) 63518888 Fax: (8621) 63503008
http://www.tiantailaw.com.
Suite 1504 Building A, Oriental Financial Plaza, No.1168 Century Avenue, Shanghai 200122, the P.R.China TEL: （8621）63518888 FAX: （8621）63503008
Longxiang Group Holding Co., Ltd. is not an enterprise with “high energy consumption and high emission”
Special verification opinions
To: Guangdong Great River Smarter Logistics Co.Ltd(002930)
Beijing Tianchi Juntai law firm (hereinafter referred to as “the firm”) accepts the entrustment of Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”, “listed company” or ” Guangdong Great River Smarter Logistics Co.Ltd(002930) “) as the special legal adviser for the company’s major asset purchase (hereinafter referred to as “the transaction” or “the reorganization”).
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies and other currently effective laws, regulations and normative documents, and with reference to the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), Issue special verification opinions on relevant matters involved in this exchange in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
Declaration matters
For the issuance of this special verification opinion, our lawyer hereby makes the following statement:
1、 The firm and its handling lawyers have strictly performed their statutory duties in accordance with the securities law of the people’s Republic of China, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other provisions, as well as the facts that have occurred or exist before the issuance date of this special verification opinion, Following the principles of diligence and good faith, we have conducted sufficient verification and verification to ensure that the facts identified in the special verification opinions are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal responsibilities.
2、 This special verification opinion only expresses legal opinions on the facts that have occurred or exist before the issuance date and the legal issues related to this transaction, and does not express opinions on professional matters such as accounting, audit, asset evaluation and investment decision-making. The quotation of some data and conclusions in relevant professional reports such as audit report, capital verification report and asset evaluation report in this special verification opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of such data and conclusions, and the exchange does not have the appropriate qualification to verify and evaluate such data and conclusions.
3、 Our lawyers’ understanding and judgment of the relevant facts involved in the special verification opinions ultimately depend on the documents, materials, statements and explanations provided to us by Longxiang Group Holdings Co., Ltd. (hereinafter referred to as “Longxiang group”). Before issuing the special verification opinions, Guangdong Great River Smarter Logistics Co.Ltd(002930) Longxiang group and relevant transaction parties have guaranteed the authenticity, completeness and accuracy of the documents, materials and statements and explanations provided by them to the exchange and its lawyers, and there are no false records, misleading statements or major omissions; If the document is a copy or copy, its contents shall be consistent with the original or the original; The signatories of all documents submitted to the exchange have full civil capacity, and the signing has been properly and effectively authorized. During the investigation, our lawyers have checked the originals of the documents that our lawyers believe are very important to issue special verification opinions. Our lawyers rely on the supporting documents issued by relevant government departments, companies or other units or the reports of relevant professional institutions to express special verification opinions on the facts that are crucial to the issuance of special verification opinions and cannot be supported by independent evidence.
4、 This special verification opinion is only used by the company for the purpose of this transaction, and shall not be used for any other purpose without the consent of the exchange.
Based on the above, the firm and its handling lawyers issue legal opinions in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry.
Text
1、 Industry of Longxiang Group Holdings Co., Ltd
Longxiang group’s main business is to provide comprehensive warehousing services and other related services for petrochemical products manufacturers, traders and end users, including loading, unloading, warehousing, etc. The main bodies of Longxiang group in China include Nanjing Longxiang liquid chemical storage and Transportation Terminal Co., Ltd., Weifang sendami liquefied products terminal Co., Ltd., Ningbo Ningxiang liquefied storage and Transportation Terminal Co., Ltd., Ningbo Xinxiang liquid chemical storage Co., Ltd. and Tianjin Tianlong liquid chemical storage and Transportation Co., Ltd.
According to the industrial classification and code of national economy (GB / t4754-2017), the company’s industry belongs to “g5990 other warehousing industry”. According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by China Securities Regulatory Commission, the company’s industry belongs to “G59 warehousing industry”.
2、 Relevant regulations within the industry scope of “high energy consumption and high emission”
On June 27, 2018, the State Council issued the three-year action plan for winning the blue sky defense war, which requires: “strengthen the production regulation of industrial enterprises in autumn and winter, formulate peak shifting production plans and implement differentiated management for high emission industries such as iron and steel, building materials, coking, casting, Nonferrous Metals and chemical industry”.
On July 23, 2018, The Ministry of industry and information technology issued the three-year action plan for firmly fighting the tough battle of pollution prevention and control in industry and communication industry, which stipulates that “all localities scientifically formulate peak shifting production plans, implement differentiated management, and refine peak shifting production plans to enterprise production lines, processes and equipment for high emission industries such as iron and steel, building materials, coking, casting, electrolytic aluminum and chemical industry”.
On February 26, 2020, The letter of the general office of the national development and Reform Commission on clarifying matters related to the implementation of phased power cost reduction policies issued by the general office of the national development and Reform Commission stipulates that: “After doing business with the National Bureau of statistics, according to the industry classification of the national economic industry and the industry classification of the statistical bulletin of national economic and social development, the high energy consuming industries include: petroleum, coal and other fuel processing industry, chemical raw materials and chemical products manufacturing industry, non-metallic mineral products industry, black metal smelting and rolling processing industry, non-ferrous metal smelting and rolling processing industry, power and thermal power generation industry Production and supply industry “.
On May 31, 2021, the Ministry of ecological environment issued the guiding opinions on strengthening the source prevention and control of ecological environment of high energy consumption and high emission construction projects, which stipulates that: “the” two high “projects are temporarily calculated according to six industry categories such as coal power, petrochemical, chemical, iron and steel, nonferrous metal smelting and building materials. If there are clear regulations on the scope of” two high “in the follow-up, those regulations shall prevail.”
On June 22, 2021, the notice of the general office of Shandong Provincial People’s Government on strengthening the management of “two high” projects issued by the general office of Shandong Provincial People’s government stipulates: “the” two high “industries referred to in this notice mainly include the petroleum, coal and other fuel processing industries, chemical raw materials and chemical products manufacturing industries specified in the statistical bulletin of national economic and social development of the National Bureau of statistics, Non metallic mineral products industry, ferrous metal smelting and rolling processing industry, non-ferrous metal smelting and rolling processing industry, power and heat production and supply industry and other “six high energy consuming industries”. “Two high” projects refer to 16 high energy consumption and high emission link investment projects in “six high energy consuming industries”, such as steel, ferroalloy, electrolytic aluminum, cement, lime, building ceramics, flat glass, coal power, refining, coking, methanol, nitrogen fertilizer, acetic acid, chlor alkali, calcium carbide and asphalt waterproof materials. “
3、 Verification opinions
To sum up, Longxiang group does not have the industry scope of “high energy consumption and high emission” defined in the above documents, so Longxiang group does not belong to the enterprise of “high energy consumption and high emission”.
The supplementary special verification opinions are made in quintuplicate, one of which is retained by the exchange, and the other four copies are delivered to the company.
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Handling lawyer of Beijing Tianchi Juntai law firm: Jia Zongda principal: Yang Xiaoming handling lawyer: Bu Dehong January 19, 2022
