Securities code: Guangdong Great River Smarter Logistics Co.Ltd(002930) securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) Announcement No.: 2022028
Bond Code: 128121 bond abbreviation: Hongchuan convertible bond
Guangdong Great River Smarter Logistics Co.Ltd(002930)
About the acquisition of shares of Longxiang Group Holdings Co., Ltd. by its subsidiaries
Announcement of the closing and suspension of acceptance of the offer
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") has launched a voluntary comprehensive offer (hereinafter referred to as "the offer") to all shareholders of Longxiang Group Holding Co., Ltd. (hereinafter referred to as "the target company") through Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd. (hereinafter referred to as "Hongchuan Hong Kong"), an indirect holding subsidiary, on behalf of China International Capital Hong Kong Securities Co., Ltd, Purchase all shares of the target company in cash (hereinafter referred to as "this transaction"), for details, see the report on major asset purchase (Draft) (Revised) and other relevant documents disclosed by the company on February 18, 2022.
As of 4:00 p.m. on March 17, 2022, Hongchuan Hong Kong has received effective acceptance of 1108533999 shares in total, accounting for about 90.82% of the total share capital of the target company, that is, the offer has become comprehensive and unconditional. For details, see the announcement on the effective acceptance of no less than 90% shares of Longxiang Group Holdings Co., Ltd. disclosed by the company on March 18, 2022 (Announcement No.: 2022021).
As of 4:00 p.m. on April 6, 2022, the trading offer has been closed and the acceptance has been stopped. Hongchuan Hong Kong has received the effective acceptance of a total of 1210228991 offer shares, accounting for about 99.15% of the total share capital of the target company; Since April 6, 2022, the members of the board of directors of the subject company have been changed to executive directors Lin Haichuan, Huang Yuntao and Li Xiaoli, as well as independent non-executive directors Feng Jianping, Hou Xiaoming and Liu Xiyuan. The subject company has become a controlled enterprise under Hongchuan Hong Kong.
Hongchuan Hong Kong has been effectively accepted by not less than 90% of the offer shares before the deadline of the offer. According to the Cayman Islands Company Law and the code for company acquisition, merger and share repurchase of Hong Kong Special Administrative Region, Hongchuan Hong Kong will privatize the subject company by exercising its right to compulsorily acquire the offer shares that have not been acquired under the general offer (hereinafter referred to as "the remaining offer shares"). According to the company law of the Cayman Islands, Hongchuan Hong Kong will issue a compulsory acquisition notice to the shareholders holding the remaining offer shares on July 11, 2022, and acquire the remaining offer shares under the same conditions as the offer (i.e. HK $1.28 per share) one month after the date of issuing the compulsory acquisition notice. After completing the compulsory acquisition of the remaining offer shares, the target company will become a direct wholly-owned subsidiary of Hongchuan Hong Kong. The target company will also make an application to the stock exchange of Hong Kong Limited in accordance with the Securities Listing Rules of the stock exchange of Hong Kong Limited, and is expected to withdraw its listing status on the stock exchange of Hong Kong in August 2022. Before withdrawing the listing status of the shares on the stock exchange of Hong Kong, the shares of the subject company will continue to be traded on the stock exchange of Hong Kong.
The company will timely perform the obligation of information disclosure according to the progress of this transaction. The information disclosure media designated by the company are securities times, China Securities News and cninfo（ http://www.cn.info.com.cn. ）, please pay attention to the follow-up related announcements and pay attention to the investment risks.
It is hereby announced.
Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
April 7, 2022
