Beijing Tianchi Juntai law firm
about
Guangdong Great River Smarter Logistics Co.Ltd(002930)
Special verification opinions on the formulation and implementation of the insider registration system
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
About Guangdong Great River Smarter Logistics Co.Ltd(002930)
Formulation and implementation of insider registration system
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), In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we have verified the formulation and implementation of the Guangdong Great River Smarter Logistics Co.Ltd(002930) insider registration system, and issued this special verification opinion.
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、 Our lawyers’ understanding and judgment of the relevant facts involved in this special verification opinion ultimately depend on the documents, materials and statements and explanations provided to us by Guangdong Great River Smarter Logistics Co.Ltd(002930) . Before issuing this special verification opinion, Guangdong Great River Smarter Logistics Co.Ltd(002930) and relevant transaction parties have guaranteed the authenticity of the documents, materials and statements and explanations provided to us and our lawyers Completeness and accuracy, without 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 legal opinions on the facts that are crucial to the issuance of special verification opinions and cannot be supported by independent evidence.
3、 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 this special verification opinion 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、 Formulation and implementation of insider registration system
The listed company has formulated the insider registration management system in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws, regulations and normative documents. The listed company and the relevant parties of this reorganization have signed a confidentiality agreement or agreed on corresponding confidentiality terms in the relevant agreement, taken relevant confidentiality measures, and limited the scope of knowledge of sensitive information related to this reorganization.
The listed company has registered the insiders involved in this transaction, prepared a memorandum on the restructuring process of this transaction, recorded the specific links and progress of this transaction, the time, place, participating institutions and personnel, and registered with Shenzhen stock exchange for filing.
2、 Verification opinions
After verification, our lawyers believe that the listed company has formulated a practical and effective insider registration management system in accordance with the requirements of relevant laws, regulations and normative documents, strictly abided by the provisions of the insider registration management system, and implemented the registration and reporting of insider information, Necessary and sufficient confidentiality measures have been taken to prevent the disclosure of insider information and comply with the provisions of relevant laws, regulations and normative documents. 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
