Securities code: 002930 securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) listing place: Shenzhen Stock Exchange Guangdong Great River Smarter Logistics Co.Ltd(002930) major asset purchase report (Draft) (Revised)
Address and mailing address of potential counterparty
Dragon Crown Group Holdings Limited
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All shareholders
Independent financial advisor
Date of signature: February, 2002
Company statement
The company and all directors, supervisors and senior managers guarantee that the information disclosure and application documents of this transaction are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and are willing to bear individual and joint legal liabilities for this.
The directors, supervisors and senior managers of the company promise not to transfer their shares in the listed company (if held at that time) before the conclusion of the investigation is formed if the information provided or disclosed in this transaction is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or the CSRC, And submit the written application for suspension of transfer and the stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, agree to authorize the board of directors of the listed company to submit their identity information and account information directly to the stock exchange and the registration and settlement company after verification, and apply for locking; If the board of directors of a listed company fails to submit its own identity information and account information to the stock exchange and the registration and settlement company, it agrees to authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, I promise to voluntarily lock up the shares for compensation arrangements for relevant investors.
The matters stated in this report and its summary do not represent the substantive judgment, confirmation or approval of the stock exchange and other competent examination and approval authorities on matters related to this reorganization. The effectiveness and completion of the matters related to the reorganization described in this report and its summary have yet to be approved by the general meeting of shareholders and the approval authority. Any decision or opinion made by the competent examination and approval authority on matters related to this transaction does not indicate that it makes a substantive judgment or guarantee on the value of the company’s shares or the income of investors.
After the completion of this major asset restructuring, the company shall be responsible for the changes in the company’s operation and income; The investors shall be responsible for the investment risks caused by this restructuring.
When evaluating this reorganization, investors should seriously consider the risk factors disclosed in this report in addition to the contents of this report and the relevant documents disclosed at the same time with this report. If investors have any questions about this report and its summary, they should consult their own stockbroker, lawyer, professional accountant or other professional consultants.
Counterparty statement
All the original documents, oral statements, commitments and relevant materials provided by the other party to this transaction are true, accurate and {930} true, And all facts and documents sufficient to affect the application materials of this transaction have been disclosed to the relevant intermediaries of this transaction, without any concealment, falsehood, omission or misleading; The relevant duplicate materials or copies and electronic documents provided to Guangdong Great River Smarter Logistics Co.Ltd(002930) and intermediaries related to this transaction are consistent and consistent with the original or the original; The signatures and seals on such documents are true and valid; The facts stated in these documents are true, accurate, complete and valid; There are no relevant important documents that should be provided but not provided for Guangdong Great River Smarter Logistics Co.Ltd(002930) and the relevant intermediaries of this transaction to issue the application materials of this transaction, or any relevant important facts that should be disclosed but not disclosed to the relevant intermediaries of this transaction, and there are no concealment, falsehood, and Omission or misleading; We will timely provide or disclose the relevant information of this transaction to Guangdong Great River Smarter Logistics Co.Ltd(002930) and ensure that the information provided or disclosed is true, accurate and complete.
Statement of securities service agency
The securities service institutions and relevant handling personnel of this reorganization guarantee the authenticity, accuracy and completeness of the disclosure documents. The securities service institution of this reorganization promises that if there are false records, misleading statements or major omissions in the application documents of this reorganization, and the relevant securities service institutions fail to be diligent and responsible, they will bear joint and several liability for compensation.
Tips on major issues
The abbreviations used in this part have the same meaning as those defined in the “interpretation” of this report. Investors are specially reminded to carefully read the full text of this report and pay special attention to the following matters: I. overview of this transaction scheme (I) scheme summary
Guangdong Great River Smarter Logistics Co.Ltd(002930) through indirectly holding overseas subsidiary Hongchuan Hong Kong as the offeror of this transaction, it plans to issue a voluntary comprehensive offer to acquire all issued shares of Longxiang group from all shareholders of Longxiang group, a company listed on the main board of the Hong Kong stock exchange, in cash. On October 8, 2021, Hongchuan Hong Kong and the target company issued an announcement on the above matters to all shareholders of the target company in accordance with Article 3.5 of the acquisition code; After the preconditions specified in 3.5 announcement are met, Hongchuan Hong Kong and the target company will send a comprehensive document on this voluntary comprehensive offer to all shareholders of the target company.
If this transaction obtains the effective acceptance of not less than 90% of the offer shares before the deadline of the offer, the offeror will privatize the subject company by exercising its right to forcibly acquire the offer shares that have not been acquired under the general offer in accordance with Article 88 of the Cayman Islands Company Law and rule 2.11 of the acquisition code. If the offeror decides to exercise these rights and complete the compulsory acquisition, the target company will become the direct wholly-owned subsidiary of the offeror and will apply for withdrawal of the listing status of its shares on the Hong Kong Stock Exchange in accordance with Article 6.15 of the Hong Kong listing rules.
If this transaction fails to obtain the effective acceptance of not less than 90% of the offered shares / disinterested shares before the deadline of the offer (i.e. reaching condition (a)), and the offeror agrees to waive this condition (a), and the offeror obtains the effective acceptance of not less than 90% of the offered shares / disinterested shares within four months after the date of sending the comprehensive documents, In accordance with Article 88 of the Cayman Islands Companies Act and rule 2.11 of the acquisition code, the offeror will also privatize the subject company by exercising its right to compulsorily acquire the offer shares it has not acquired under the general offer. If the offeror decides to exercise these rights and complete the compulsory acquisition, the target company will become the direct wholly-owned subsidiary of the offeror and will apply for withdrawal of the listing status of its shares on the Hong Kong Stock Exchange in accordance with Article 6.15 of the Hong Kong listing rules.
If this transaction fails to obtain the effective acceptance of not less than 90% of the offered shares / disinterested shares before the deadline of the offer (i.e. reaching condition (a)), and the offeror agrees to waive this condition (a), but the offeror still fails to obtain the effective acceptance of not less than 90% of the offered shares / disinterested shares within four months after the date of sending the comprehensive documents, The target company will remain listed on the main board of the Hong Kong stock exchange.
Lirun, GANGSHUN, Wu Huimin, Wu Danqing, Chen Yan’an, Zhuang Riqing and Huang Jianhua, the shareholders of Longxiang group, have signed an irrevocable commitment with Guangdong Great River Smarter Logistics Co.Ltd(002930) and Hongchuan Hong Kong, promising to accept the offer with all the shares of Longxiang group they hold and will not withdraw the acceptance. The above shareholders who signed the irrevocable commitment held 1060842000 shares of Longxiang group in total, accounting for 86.91% of the total issued shares of Longxiang group as of the signing date of this report. (II) counterparty
This transaction is a voluntary comprehensive offer. The potential counterparty is all shareholders of the target company. The specific counterparty shall be subject to the final acceptance of the offer. (III) subject matter of transaction
The subject matter of this transaction is all the issued shares of Longxiang group held by all shareholders of Longxiang group. As of the signing date of this report, the number of issued shares of Longxiang group is 1220628000. (IV) transaction consideration
The offer price of this transaction to Longxiang group is HK $1.28 per share. Assuming that the offer is fully accepted, the total price of this offer is HK $1562403840. (V) capital source of this transaction
The direct capital source of this transaction is the self raised capital of Hongchuan Hong Kong.
As of the signing date of this report, Hongchuan Hong Kong has signed an overseas loan agreement with Industrial Bank Co.Ltd(601166) Hong Kong Branch, and Industrial Bank Co.Ltd(601166) Hong Kong Branch provides Hongchuan Hong Kong with a credit line of HK $160 million to pay the full consideration of this transaction. Taicang Yanghong and jinlianchuan have completed their equity contribution to Suzhou Hongchuan. Suzhou Hongchuan has signed a domestic credit line contract with Industrial Bank Co.Ltd(601166) Suzhou Branch, and will further sign a domestic loan contract later, and Industrial Bank Co.Ltd(601166) Suzhou Branch will issue a letter of guarantee. At present, the domestic loan contract is under negotiation and is expected to be signed before the maturity of the overseas loan, so there is no major uncertainty. The above equity contribution and domestic credit funds will be used to repay Hongchuan Hong Kong overseas loans.
2、 Nature of this transaction (I) this transaction constitutes a major asset reorganization
Assuming that this offer is finally accepted by Longxiang group with 1220628000 shares, the total cash consideration payable by the offeror is about HK $1562 million, totaling about RMB 1.296 billion. According to the audited financial data of Longxiang group in 2020, the amount of {0020} is calculated as follows:
Unit: 10000 yuan
Proportion of the target company of the listed company in the calculation basis index of the transaction amount of the corresponding project of the listed company
(2020-12-31 / 2020)
Total assets 635841.86 119549.72 129649.83 129649.83 20.39%
Net assets 215606.48 96230.54 129649.83 60.13%
Operating income 84831.99 – 21435.30 25.27%
According to the measures for the administration of reorganization and the calculation results of the above financial proportion, since the amount of this transaction accounts for more than 50% of the net assets of the listed company at the end of the audited consolidated financial accounting report of the latest accounting year, and more than 50 million yuan, this transaction constitutes a major asset reorganization of the listed company. (II) this transaction does not constitute reorganization and listing
Before this transaction, Hongchuan group directly held Guangdong Great River Smarter Logistics Co.Ltd(002930) 144000 shares, accounting for 32.26% of the total share capital of the listed company, and indirectly held Guangdong Great River Smarter Logistics Co.Ltd(002930) 79266678 shares through its holding subsidiaries, accounting for 17.74% of the total share capital of the listed company. Hongchuan group directly and indirectly holds 50.00% of the shares of the listed company and is the controlling shareholder of the listed company. Lin Haichuan holds Guangdong Great River Smarter Logistics Co.Ltd(002930) 223410678 shares through his holding Hongchuan group and its holding subsidiaries, accounting for 50.00% of the total share capital of the listed company, and directly holds 20381973 shares of the listed company, accounting for 4.56% of the total share capital of the listed company; Lin Haichuan holds 243792651 shares of the listed company, accounting for 54.56% of the total share capital of the listed company, and is the actual controller of the listed company.
This transaction is a cash acquisition. After this transaction, the controlling shareholder of the listed company is still Hongchuan group, and the actual controller is still Lin Haichuan. This transaction will not lead to the change of the control right of the listed company. Therefore, this transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures. (III) this transaction does not constitute a connected transaction
According to the relevant provisions of laws, regulations and normative documents such as the company law, the securities law and the listing rules, the counterparty of this transaction has no relationship with the listed company. Therefore, this transaction does not constitute a connected transaction. 3、 Valuation of the underlying assets of this transaction
This transaction is that the listed company acquired all the issued shares of Longxiang group from all shareholders of Longxiang group, a company listed on the main board of the Hong Kong stock exchange, in cash.
The company has hired Shenzhen Pengxin as the valuation agency to conduct valuation analysis on the subject matter of the transaction with September 30, 2021 as the valuation base date and issue the valuation analysis report (Pengxin consulting Zi [2021] No. 919) to analyze the fairness of the transaction price from the perspective of an independent valuation agency. The valuation institution adopts the comparable company method and the comparable transaction method respectively, combined with the privatization premium rate of Listed Companies in Hong Kong, as the valuation reference of Longxiang group, and analyzes the rationality of the consideration of this transaction. According to the valuation analysis report (Pengxin consulting Zi [2021] No. 919), the pricing of the subject matter of this transaction is reasonable and fair. 4、 The impact of this transaction on the listed company (I) the impact of this transaction on the main business of the listed company
The listed company is a comprehensive service provider of warehousing and logistics, which mainly provides comprehensive warehousing services and other related services for domestic and foreign petrochemical product manufacturers, traders and end users
