Securities code: 002930 securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) Announcement No.: 2022-015 bond Code: 128121 bond abbreviation: Hongchuan convertible bond
Guangdong Great River Smarter Logistics Co.Ltd(002930)
Self inspection report on insider trading of stocks related to major asset restructuring
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
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) ") intends to launch a voluntary comprehensive offer to all shareholders of Longxiang Group Holding Co., Ltd. through Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd. under the condition that the preconditions are met, Acquire 100% equity of Longxiang Group Holding Co., Ltd. in cash (hereinafter referred to as "this transaction" or "this reorganization"), and this transaction constitutes Guangdong Great River Smarter Logistics Co.Ltd(002930) major asset reorganization.
In accordance with the measures for the administration of major asset restructuring of listed companies (revised in 2020), the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies (revised in 2022), and the provisions on Several Issues concerning the standardization of major asset restructuring of listed companies According to the guidelines for the application of regulatory rules - listing No. 1, the guidelines for the supervision of listed companies No. 5 - registration and management system for insiders of listed companies and the relevant requirements of Shenzhen Stock Exchange, the company has conducted a self-examination on the trading of shares of the company by insiders of insider information related to this transaction, as follows:
1、 The insider's self inspection period of this transaction
The self inspection period of stock trading in this reorganization is from six months before the first announcement date of this transaction to the day before the disclosure date of the reorganization report, that is, from April 8, 2021 to January 20, 2022.
2、 Verification scope of insider information of this transaction
The insider verification scope of this transaction includes:
1. Listed companies and their directors, supervisors, senior managers and relevant insiders; 2. Hongchuan group, the controlling shareholder of the listed company, and its directors, supervisors and senior managers; 3. The issuer of the irrevocable undertaking;
4. The target company and its directors, supervisors, senior managers and relevant insiders; 5. Relevant intermediaries providing services for this transaction and their specific handling personnel;
6. The immediate relatives of the above-mentioned natural persons include spouses, parents and adult children.
3、 The insider information of this transaction is the insider's trading of stocks
According to the inquiry certificate of shareholding and share change of information disclosure obligor, detailed list of shareholder share change issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., as well as the self-examination report signed by the insider of this transaction, The trading of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares by the above insiders included in the scope of this self inspection during the self inspection period is as follows:
1. Trading of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares by natural persons
During the verification period, the relevant natural persons bought and sold the shares of the listed company, as follows:
Name and identity trading date purchase / sale of shares change balance on the day (shares) number of shares (shares)
Zhu Ying Guangdong Great River Smarter Logistics Co.Ltd(002930) internal audit sold 8190 on June 4, 2021. Person in charge sold 4000 17414 on June 18, 2021
Sell 2000 16750 on June 24, 2021.07.09 sell 13600 3150 on October 11, 2021 sell 3150
Shu Jiulian Industrial Bank Co.Ltd(601166) Suzhou Branch bought 1400 employees on June 24, 2021. Shu Boyang's mother sold 14000 on July 7, 2021
Sold 13400 323312 on August 10, 2021 sold 10000 313312 on October 19, 2021 Guangdong Great River Smarter Logistics Co.Ltd(002930) The controlling shareholder sold 10000 303312 on October 20, 2021 Chen Weiwen, Dong Jiangao sold 40000 263312 on October 22, 2021.10.25, 40000 223312 on November 11, 2021.11, 20000 203312 on December 16, 2021 20,000 183,312
Lai Shanning Guangdong Great River Smarter Logistics Co.Ltd(002930) controlling shareholder Dong sold 3600 children of Chen Weiwen of Gaojian on October 20, 2021
Zhu Ying made the following commitment to her behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares during the self-examination: "1. I do not disclose relevant insider information or suggest others to buy and sell Guangdong Great River Smarter Logistics Co.Ltd(002930) shares;
2. I sold Guangdong Great River Smarter Logistics Co.Ltd(002930) shares solely on the basis of public information and my own judgment on the trading situation of the secondary market, and there was no connection with the Guangdong Great River Smarter Logistics Co.Ltd(002930) restructuring. My above-mentioned trading of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares did not belong to insider trading, and there was no use of insider information for stock trading and illegal interests;
3. If the above-mentioned act of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares violates relevant laws and regulations or normative documents issued by the competent securities authority, I am willing to hand over the proceeds from buying and selling shares during the above-mentioned period to the listed company.
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Shu Jiulian made the following commitment to his behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares during the self inspection:
"1. I have not known, explored or used any insider information about Guangdong Great River Smarter Logistics Co.Ltd(002930) through any direct or indirect way;
2. My purchase and sale of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares are completely based on public information and my own judgment on the trading situation of the secondary market, and there is no connection with the Guangdong Great River Smarter Logistics Co.Ltd(002930) restructuring. My above-mentioned purchase and sale of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares does not belong to insider trading, and there is no situation of using insider information to conduct stock trading and seek illegal interests;
3. I do not disclose relevant inside information or suggest others to buy and sell Guangdong Great River Smarter Logistics Co.Ltd(002930) shares;
4. If the above behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares violates relevant laws and regulations or normative documents issued by the competent securities authority, I am willing to hand over the proceeds from buying and selling shares during the above period to the listed company. "
Chen Weiwen made the following commitment to his behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares during the self inspection:
"1. I do not disclose relevant inside information or suggest others to buy and sell Guangdong Great River Smarter Logistics Co.Ltd(002930) shares;
2. I sold Guangdong Great River Smarter Logistics Co.Ltd(002930) shares solely on the basis of public information and my own judgment on the trading situation of the secondary market, and there was no connection with the Guangdong Great River Smarter Logistics Co.Ltd(002930) restructuring. My above-mentioned trading of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares did not belong to insider trading, and there was no use of insider information for stock trading and illegal interests;
3. If the above behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares violates relevant laws and regulations or normative documents issued by the competent securities authority, I am willing to hand over the proceeds from buying and selling shares during the above period to the listed company. "
Lai Shanning issued the following commitment to his behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares during the self inspection:
"1. I have not known, explored or used any insider information about Guangdong Great River Smarter Logistics Co.Ltd(002930) through any direct or indirect way;
2. I sold Guangdong Great River Smarter Logistics Co.Ltd(002930) shares solely on the basis of public information and my own judgment on the trading situation of the secondary market, and there was no connection with the Guangdong Great River Smarter Logistics Co.Ltd(002930) restructuring. My above-mentioned trading of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares did not belong to insider trading, and there was no use of insider information for stock trading and illegal interests;
3. I do not disclose relevant inside information or suggest others to buy and sell Guangdong Great River Smarter Logistics Co.Ltd(002930) shares;
4. If the above behavior of buying and selling Guangdong Great River Smarter Logistics Co.Ltd(002930) shares violates relevant laws and regulations or normative documents issued by the competent securities authority, I am willing to hand over the proceeds from buying and selling shares during the above period to the listed company. "
2. Trading of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares by legal persons
During the self inspection period, China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) ") bought and sold Guangdong Great River Smarter Logistics Co.Ltd(002930) shares as follows:
(1) China International Capital Corporation Limited(601995) asset management business management account
Date share change verification closing shareholding buy / sell (shares) (shares)
2021.04.08-2022.01.20 116000 8400 purchase
2021.04.08-2022.01.20 - 107600 sold
(2) China International Capital Corporation Limited(601995) self operated account of derivatives business - TRS product
Date share change verification closing shareholding buy / sell (shares) (shares)
From April 8, 2021 to January 20, 2022 1497964 purchase
2021.04.08-2022.01.20 - 1410147 87817 sold
For the behavior of China International Capital Corporation Limited(601995) asset management business management account and self operated account of derivative business in buying and selling the company's shares during the self inspection period, China International Capital Corporation Limited(601995) has issued instructions and commitments. The specific contents are as follows: the company has strictly abided by relevant laws and regulations and various rules and regulations of the company, earnestly implemented the internal information isolation system, and fully guaranteed professional ethics and independence. The company has established a strict information separation wall mechanism, an independent isolation mechanism between businesses in terms of organization setting, personnel, information system, capital account, business operation and operation management, as well as a management and control mechanism of confidential information, so as to prevent insider trading and avoid illegal acts due to conflicts of interest. The company's asset management and proprietary account trading of Guangdong Great River Smarter Logistics Co.Ltd(002930) shares are based on its own independent investment research and belong to its daily market-oriented behavior. In addition to the above circumstances, the company promises not to buy or sell Guangdong Great River Smarter Logistics Co.Ltd(002930) shares directly or indirectly through the stock exchange market or other channels, nor disclose the undisclosed information of the proposed reorganization of listed companies to a third party in any way.
4、 Other instructions
The above-mentioned insider's behavior of buying and selling the shares of the listed company during the verification period does not belong to the insider trading behavior by using the insider information of this transaction, and does not have a material impact on this transaction; In addition to the above circumstances, other insiders within the scope of self inspection did not buy or sell the shares of listed companies during the verification period.
5、 Documents for future reference
1. The inquiry certificate of shareholding and share change of information disclosure obligor issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
2. The detailed list of changes in shareholders' shares issued by Shenzhen Branch of China Securities Depository and Clearing Corporation.
It is hereby announced.
Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
February 18, 2022
