Securities code: 002930 securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) Announcement No.: 2022-006
Bond Code: 128121 bond abbreviation: Hongchuan convertible bond
Guangdong Great River Smarter Logistics Co.Ltd(002930)
About the subsidiary’s intention to make a comprehensive tender offer to acquire Longxiang group
Progress announcement of all shares of Holding Co., Ltd
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.
1、 Basic information of this transaction
Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as the “company”) intends to launch a voluntary comprehensive offer to all shareholders of Longxiang Group Holdings Co., Ltd. (hereinafter referred to as the “target company”) on behalf of China International Capital Hong Kong Securities Co., Ltd. through its indirect holding subsidiary Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd. (hereinafter referred to as “Hongchuan Hong Kong”) under the condition that the preconditions are met, Purchase all shares of the subject company in cash (hereinafter referred to as “this transaction”). According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this transaction is expected to constitute a major asset restructuring. For details, see the company’s announcement on the proposed comprehensive tender offer of all shares of Longxiang Group Holdings Co., Ltd. (Announcement No.: 2021-098).
2、 Progress of this transaction
On October 7, 2021, the company held the fifth meeting of the third board of directors, and deliberated and adopted the proposal on subordinate companies to comprehensively tender for all shares of Longxiang Group Holdings Co., Ltd. and the proposal on subordinate companies to apply for bank credit and accept guarantees from the company and related parties, For details, see the announcement on resolutions of the fifth meeting of the third board of directors (Announcement No.: 2021-096) disclosed by the company on October 9, 2021.
On October 8, 2021, Hongchuan Hong Kong and the target company disclosed that they had a real intention to issue a voluntary comprehensive offer to all shareholders of the target company on the premise of meeting the preconditions in accordance with Article 3.5 of the code for corporate acquisitions and mergers of the Hong Kong Special Administrative Region, For details, please refer to the announcement on the proposed comprehensive tender offer of all shares of Longxiang Group Holdings Co., Ltd. (Announcement No.: 2021-098) disclosed by the company on October 9, 2021.
On November 24, 2021, the administrative examination and approval Bureau of Suzhou Industrial Park issued the notice on the filing of overseas investment projects (Suyuan Xing Shen Wai tou Bei [2021] No. 167) to file this transaction.
On November 25, 2021, Jiangsu Provincial Department of Commerce issued the enterprise overseas investment certificate (Overseas Investment Certificate No. n32020, 2100808) to record this transaction.
On December 13, 2021, the Suzhou Central Branch of the State Administration of foreign exchange issued the business registration certificate to record the transaction.
As of the disclosure date of this announcement, the company and all intermediaries are comprehensively promoting the relevant work of this transaction. The audit, evaluation and due diligence related to this transaction are still in progress. After the relevant work is completed, the company will convene the board of directors to consider the relevant matters of this transaction, The board of directors of the company shall submit to the general meeting of shareholders of the company for deliberation and approval of the relevant proposals of the transaction. 3、 Risk tips
The transaction still needs to follow the deliberation and decision-making procedures of the board of directors and the general meeting of shareholders, and there is still uncertainty whether it can be approved. The company will timely perform the obligation of information disclosure according to the progress of relevant matters. The information disclosure media designated by the company are securities times and cninfo（ http://www.cn.info.com..cn. ）, please pay attention to the follow-up related announcements and pay attention to investment risks.
It is hereby announced.
Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
January 7, 2022
