Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
Explanation on the conformity of this reorganization with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies
Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as "the company") intends to issue a voluntary comprehensive offer through indirectly holding an overseas subsidiary Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd. as the offeror, provided that the preconditions are met, To acquire all issued shares of Longxiang group (hereinafter referred to as "this transaction") from all shareholders of Longxiang Group Holdings Co., Ltd. (hereinafter referred to as "Longxiang group") listed on the main board of the Hong Kong Stock Exchange in cash, After careful analysis of whether the transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the board of directors of the company believes that:
1. The underlying asset of this transaction is the equity of Longxiang group held by the counterparty, and does not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters. The matters related to the approval and the procedures to be submitted for approval involved in this transaction have been disclosed in the report on major asset purchase (Draft), and special tips have been made on the risks that may not be approved.
2. The underlying assets of this transaction are all the issued shares of Longxiang group held by all shareholders of Longxiang group. According to the information publicly disclosed by the target company, the documents provided and the relevant legal opinions issued by overseas lawyers, Longxiang group is a legally established and effective company, and there is no false capital contribution or affecting its legal existence, This transaction will be conducted through tender offer, and there is no restriction or prohibition on the transfer of the underlying assets.
3. After this transaction, the company's assets are complete and will continue to be independent in terms of personnel, finance, procurement, production, sales and intellectual property rights.
4. This transaction will help the company improve its financial situation, enhance its sustainable profitability, strengthen its main business, enhance its anti risk ability, enhance its independence, reduce related party transactions and avoid horizontal competition.
In conclusion, the board of directors of the company believes that this reorganization complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies.
It is hereby explained.
Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
January 19, 2022
