Securities code: Guangdong Great River Smarter Logistics Co.Ltd(002930) securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) Announcement No.: 2022035 bond Code: 128121 bond abbreviation: Hongchuan convertible bond
Guangdong Great River Smarter Logistics Co.Ltd(002930)
Announcement on the derivative trading business of subsidiaries
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”) held the 10th meeting of the third board of directors on April 19, 2022, deliberated and adopted the proposal on derivatives trading business of subordinate companies, It is agreed that the holding subsidiary Suzhou Guangdong Great River Smarter Logistics Co.Ltd(002930) Logistics Development Co., Ltd. (hereinafter referred to as “Suzhou Hongchuan”) and its wholly-owned subsidiary Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd. (hereinafter referred to as “Hongchuan Hong Kong”) plan to carry out derivatives trading business with an amount of no more than HK $160 million, including forward foreign exchange settlement / sales and interest rate swap business, based on the consideration of reducing the risk of exchange rate and interest rate fluctuation, The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of business development
1. Business purpose
Hongchuan Hong Kong will acquire 1220628000 issued shares of Longxiang Group Holdings Co., Ltd. (hereinafter referred to as “Longxiang group”) in cash, with a total transaction price of HK $1562403840 (hereinafter referred to as “this transaction”). Hongchuan Hong Kong has signed an overseas loan agreement with Industrial Bank Co.Ltd(601166) (hereinafter referred to as ” Industrial Bank Co.Ltd(601166) “) Hong Kong Branch, and Industrial Bank Co.Ltd(601166) Hong Kong Branch provides a loan with a credit line of HK $160 million to Hongchuan Hong Kong to pay the consideration of equity acquisition transaction, relevant expenses and financing interest; Suzhou Hongchuan has signed a domestic credit line contract with Industrial Bank Co.Ltd(601166) Suzhou Branch, and Industrial Bank Co.Ltd(601166) Suzhou Branch has issued a guarantee of HK $1640 million. The domestic loan contract will be further signed later. For details, please refer to the major asset purchase report (Draft) (Revised) and other relevant documents disclosed by the company on February 18, 2022.
Hongchuan Hong Kong will issue a compulsory acquisition notice to the shareholders holding the shares of Longxiang group that have not been acquired under the comprehensive offer on July 11, 2022, and is expected to withdraw the listing status of Longxiang group shares on the stock exchange of Hong Kong in August 2022. For details, see the company’s announcement on the closing and cessation of acceptance of the offer of subsidiary companies to acquire shares of Longxiang Group Holdings Co., Ltd. (Announcement No.: 2022028).
Based on the above transaction arrangements, in order to better deal with the exchange rate and interest rate fluctuation risks existing in the transaction price of all shares of Longxiang group before payment, Suzhou Hongchuan and Hongchuan Hong Kong plan to carry out derivative transactions, including forward foreign exchange settlement / sales business, interest rate swap business, etc. This derivatives trading business is not speculative and will not affect the development of the company’s main business.
2. Capital source, scale and business development period
Suzhou Hongchuan and Hongchuan Hong Kong carry out forward foreign exchange settlement / sales and interest rate swap business on the above bank loan of HK $160 million, and the business development period is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
Within the scope of the above quota, business type and development period, authorize the chairman of the company or his designated authorized representative to sign documents related to business development.
3. Business development mode
Forward foreign exchange settlement / sale business: both parties negotiate and sign forward contracts to agree on the foreign currency currency, amount, exchange rate and time limit for foreign exchange settlement or purchase in the future; When the due foreign exchange income or expenditure occurs, the settlement or sale of foreign exchange shall be handled in accordance with the currency, amount, period and exchange rate specified in the contract.
Interest rate swap business: a financial contract in which both parties agree to determine the interest and exchange the interest according to the calculation rules of contract interest rate and reference interest rate respectively according to the agreed principal within a certain period in the future.
By signing forward foreign exchange settlement / sales contracts and interest rate swap contracts with banks (or other financial institutions that can engage in relevant business according to law), the company locks the exchange rate and interest rate level of foreign exchange settlement / sales in the future, so as to avoid the risks caused by the fluctuation of exchange rate and interest rate.
2、 Business development risk analysis
1. Market risk: there is a risk of loss caused by the change of derivative price due to the difference between the underlying exchange rate and interest rate and the actual market exchange rate and interest rate on the maturity date.
2. Internal control risk: derivatives trading business is highly professional and complex, which may cause risks due to imperfect internal control system.
3. Transaction default risk: when carrying out derivatives trading business, there is a risk that the counterparty will fail to perform and cause losses to the company.
4. Legal risk: the risk of loss to the company due to the change of relevant national laws and regulations or the violation of relevant legal systems by counterparties.
3、 Risk control measures taken by the company
1. The company has formulated the foreign investment management system, which clearly stipulates the decision-making body, approval authority, risk control, management and supervision of derivatives trading business, can regulate derivatives trading behavior, follow the principles of legality, prudence, safety and effectiveness, and effectively prevent transaction risks.
2. The company carries out derivatives trading business, and the financial center is responsible for the risk assessment, feasibility analysis and handling of relevant procedures of specific business; The internal audit department is responsible for supervising and inspecting the derivatives trading business.
3. The company’s derivatives trading business is based on the trading arrangement of Hongchuan Hong Kong’s acquisition of all shares of Longxiang group. It cooperates with banks with legal qualifications, good credit and have established business relations with the company (or other financial institutions that can engage in relevant business according to law). It does not belong to speculative and arbitrage trading operations.
4、 Impact of business development on the company
The company’s derivatives trading business this time is conducive to preventing the exchange rate and interest rate fluctuation risk of all share trading prices of Longxiang group before payment, effectively improving the company’s financial stability and will not have an impact on the company’s normal production and operation.
In accordance with the relevant provisions of the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments and the accounting standards for Business Enterprises No. 37 – presentation of financial instruments issued by the Ministry of finance, the company conducts corresponding accounting treatment for the derivatives trading business to be carried out, reflecting the relevant items of the balance sheet and income statement. 5、 Opinions of independent directors
1. The company’s derivatives trading business is based on the payment arrangement of the consideration of equity acquisition transaction. It is based on the normal business background and does not belong to speculative and arbitrage trading operations. While improving the ability to deal with the risk of foreign exchange and interest rate fluctuations, it enhances the company’s financial stability and will not have an impact on the company’s normal production and operation.
2. The company has formulated the “foreign investment management system” and prepared the “feasibility analysis report on derivatives trading business of subordinate companies”, which can effectively implement risk prevention measures without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. 3. The proposal for the derivatives trading business has been formed in accordance with the feasibility analysis report on the derivatives trading business of subordinate companies, which has been deliberated and approved by the board of directors of the company, and the voting procedure is legal and compliant.
To sum up, the independent directors of the company agreed to the subordinate companies to carry out derivatives trading business and submitted the proposal to the general meeting of shareholders for deliberation.
6、 Documents for future reference
1. Resolutions of the 10th meeting of the 3rd board of directors;
2. Independent opinions of independent directors on matters related to the 10th meeting of the third board of directors; 3. Feasibility analysis report on derivatives trading business carried out by subordinate companies. It is hereby announced.
Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
April 21, 2022
