Securities code: Guangdong Great River Smarter Logistics Co.Ltd(002930) securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) Announcement No.: 2022065 bond Code: 128121 bond abbreviation: Hongchuan convertible bond
Guangdong Great River Smarter Logistics Co.Ltd(002930)
About the company applying for bank financing and accepting guarantees from related parties
Announcement of
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、 Overview of transactions and guarantees
Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”) intends to apply for bank financing of RMB 153 million from China Construction Bank Corporation(601939) Dongguan Branch (hereinafter referred to as ” China Construction Bank Corporation(601939) “), and the relevant parties provide joint and several liability guarantee.
The application for bank financing and acceptance of guarantee from related parties has been approved by the 14th meeting of the third board of directors of the company with 5 votes in favor, 0 votes against and 0 abstention. Related directors Lin Haichuan and Lin Nantong avoided voting on the matter. The related party guarantee has been approved and expressed independent opinions by independent directors in advance and needs to be submitted to the general meeting of shareholders of the company for deliberation. Shareholders associated with the related party guarantee will avoid voting.
This related party guarantee does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by relevant departments. 2、 Basic information of related parties
The related natural persons involved in the related guarantee are Mr. Lin Haichuan and Ms. pan Junling, and Lin Haichuan is the shareholder, actual controller, chairman and general manager of the company; Pan Junling is Lin Haichuan’s spouse.
Lin Haichuan and pan Junling do not belong to the dishonest Executees.
3、 Main contents of transaction and guarantee
The company plans to apply to China Construction Bank Corporation(601939) for bank financing of RMB 153 million due to the need of replenishing working capital. The related parties Lin Haichuan and pan Junling intend to provide joint and several liability guarantee with a maximum amount of 168.3 million yuan for the bank financing.
The above financing application and guarantee related agreements have not been signed yet. Within the above limit, the specific financing amount, financing period, financing method and guarantee period shall be subject to the actually signed formal agreement or contract.
4、 Main contents and pricing policies of related party transactions
In order to support the needs of the company’s operation and development, related parties provide guarantee for the company’s application for financing line from the bank without any charge.
5、 Transaction purpose and impact on the company
This application for bank financing is based on the needs of the company’s business development and helps to support the company’s strategic development. The company is in good operating condition and has good solvency.
Lin Haichuan and pan Junling, the company’s related parties, provide guarantee for the company’s application for financing line from the bank without any charge. It is to help the company successfully obtain bank financing and reflect its support for the development of the company. It is in line with the interests of the company and all shareholders, and will not have an adverse impact on the company’s operating performance.
6、 Accumulated various related party transactions with related parties
From the beginning of this year to the end of April, the cumulative transaction amount of services provided by the company to related parties Lin Haichuan and pan Junling (including other related parties controlled or controlled by each other) was 4.9066 million yuan, the cumulative transaction amount of services provided by related parties Lin Haichuan and pan Junling (including other related parties controlled or controlled by each other) was 1.2718 million yuan, and the cumulative amount of the above-mentioned related transactions was 6.1783 million yuan.
From the beginning of this year to the end of April, Lin Haichuan and pan Junling, the related parties reviewed and approved by the company, provided guarantees for the company and its holding subsidiaries, with a cumulative amount of 1594944 million yuan (i.e. HK $1920 million, applicable exchange rate “HK $1 = RMB 083070). All borrowing matters involved in the guarantee provided by Lin Haichuan and pan Junling, the related parties, were performed normally, There is no guarantee liability due to the debt default of the company and its holding subsidiaries.
7、 Prior approval and independent opinions of independent directors
The independent directors of the company reviewed the company’s application for bank financing and accepted the guarantee provided by related parties. The independent directors of the company believed that the related guarantee would be conducive to meeting the needs of the company’s operation and development, and there was no damage to the interests of the company and shareholders. Therefore, this related party guarantee meets the relevant requirements of laws, regulations and other normative documents, and it is agreed to submit the proposal on the company’s application for bank financing and acceptance of guarantees provided by related parties to the board of directors for deliberation. Independent directors express independent opinions as follows:
1. This related party guarantee will help to meet the needs of the company’s operation and development, and there will be no damage to the interests of the company and shareholders;
2. In order to support the development of the company, the related parties provide guarantee for the company to apply for the financing line from the bank without charging any fees, and there is no situation that damages the interests of the company and shareholders;
3. This affiliated guarantee has been deliberated and approved by the board of directors of the company. The affiliated directors avoided voting, and the voting procedure was legal and compliant. They agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Documents for future reference
1. Resolutions of the 14th meeting of the third board of directors;
2. Resolutions of the 13th meeting of the third board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 14th meeting of the third board of directors;
4. Independent opinions of independent directors on matters related to the 14th meeting of the third board of directors.
It is hereby announced.
Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
May 20, 2022
