国浩律师（深圳）事务所 法律意见书 国浩律师（深圳）事务所 关于广东宏川智慧物流股份有限公司 "宏川转债"回售法律意见书 致：广东宏川智慧物流股份有限公司 国浩律师（深圳）事务所（以下简称"本所"）接受广东宏川智慧物流股份 有限公司（以下简称"公司"）的委托，根据《中华人民共和国公司法》《中华 人民共和国证券法》《可转换公司债券管理办法》（以下简称"《债券管理办法 》"）、《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自律监管 指引第15号——可转换公司债券》（以下简称"《监管指引第15号》"）等法律 、法规和规范性文件以及《广东宏川智慧物流股份有限公司公开发行可转换公司 债券募集说明书》（以下简称"《募集说明书》"）的规定，就公司本次可转换 公司债券回售（以下简称"本次回售"）的相关事项出具法律意见。 为出具本法律意见书，本所律师谨作如下声明： 意见书出具日以前已经发生或者存在的事实，严格履行了法定职责，遵循了勤勉 尽责和诚实信用原则，进行了充分的核查验证，保证本法律意见所认定的事实真 实、准确、完整，所发表的结论性意见合法、准确，不存在虚假记载、误导性陈 述或者重大遗漏，并承担相应法律责任。 文件 ...

Core Viewpoint - The announcement details the interest payment for the "Hongchuan Convertible Bonds" due on July 17, 2025, with a specified interest rate and payment conditions for bondholders [1][3]. Summary by Sections 1. Basic Information of Convertible Bonds - The company issued 6.7 million convertible bonds on July 17, 2020, with a total value of 670 million yuan, each bond having a face value of 100 yuan [1][2]. - The interest payment for the fifth year is set at 1.8%, with a total interest of 18.00 yuan (including tax) for every 10 bonds held [1][3]. 2. Interest Calculation - The annual interest is calculated using the formula: I = B × i, where I is the annual interest amount, B is the total face value of the bonds held, and i is the coupon rate for the year [2]. - The interest payment will be made within five trading days after the interest payment date [2]. 3. Payment Scheme - The interest payment period for this announcement is from July 17, 2024, to July 16, 2025, with the interest rate fixed at 1.8% [3]. - The actual interest received by individual investors after tax will be 14.40 yuan for every 10 bonds, while qualified foreign institutional investors will receive the full 18.00 yuan [3][4]. 4. Payment Method - The company has entrusted China Securities Depository and Clearing Corporation Limited Shenzhen Branch to handle the interest payment, which will be distributed to the designated securities firms or other recognized institutions [4]. 5. Taxation on Interest Income - Individual bondholders are subject to a 20% tax on interest income, which will be withheld by the payment agency [4][5]. - Foreign institutional investors are exempt from corporate income tax and value-added tax on the interest income until December 31, 2025 [5]. 6. Consultation Information - Investors seeking further information can refer to the company's prospectus published on July 15, 2020, and can contact the board office for inquiries [6].

Group 1 - The company announced an adjustment to the conversion price of its convertible bonds from 18.76 CNY/share to 18.56 CNY/share, effective from June 24, 2025 [1][2][3] - The adjustment is due to a cash dividend distribution of 2.00 CNY for every 10 shares, which was approved at the annual shareholders' meeting on May 20, 2025 [2][3] - The calculation for the new conversion price is based on the formula P=Po-D, where Po is the previous conversion price and D is the cash dividend [3] Group 2 - The company will not issue bonus shares or increase capital from reserves during this dividend distribution [2] - The adjustment to the conversion price will be communicated through official announcements in accordance with regulatory requirements [2] - The company emphasizes the protection of the rights and interests of convertible bondholders during any changes in share structure or equity [2]

Core Viewpoint - The company announced its 2024 annual profit distribution plan, which includes a cash dividend of 2.00 RMB per 10 shares, with the record date set for June 23, 2025 [2][4][10]. Summary by Sections Profit Distribution Plan - The profit distribution plan was approved at the 2024 annual shareholders' meeting held on May 20, 2025, and will be based on a total share capital of 457,489,586 shares as of April 21, 2025 [2][3]. - The cash dividend of 2.00 RMB per 10 shares will be distributed to all shareholders, with no stock dividends or capital reserve transfers [2][4]. Changes in Share Capital - The total share capital may change due to the conversion of convertible bonds ("宏川转债") and stock option exercises before the record date [2][3]. - The company will adjust the total dividend amount accordingly if the share capital changes, maintaining the distribution ratio [3]. Record and Ex-Dividend Dates - The record date for the dividend distribution is set for June 23, 2025, and the ex-dividend date is June 24, 2025 [5]. Dividend Distribution Method - Cash dividends will be directly credited to shareholders' accounts through their custodial securities companies on the ex-dividend date [6]. - The company will bear all legal responsibilities if there are any discrepancies in the dividend distribution due to changes in shareholders' accounts during the application period [6]. Adjustment of Convertible Bond Conversion Price - Following the dividend distribution, the conversion price of the company's convertible bonds will be adjusted from 18.76 RMB to 18.56 RMB per share, effective June 24, 2025 [7][9][10]. - The adjustment is based on the formula that deducts the cash dividend from the previous conversion price [10].