Guangdong Great River Smarter Logistics Co.Ltd(002930)
Description on the purchase and sale of assets within 12 months before this major asset restructuring
Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as the "company", "listed company" or " Guangdong Great River Smarter Logistics Co.Ltd(002930) ") intends to launch a voluntary comprehensive offer to all shareholders of Longxiang Group Holding Co., Ltd. through Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd. to acquire 100% of the equity of Longxiang group holding Co., Ltd. in cash (hereinafter referred to as "this transaction"), This transaction constitutes Guangdong Great River Smarter Logistics Co.Ltd(002930) major asset restructuring. According to the measures for the administration of major asset restructuring of listed companies: "If a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amounts shall be calculated respectively based on the accumulated amounts. The asset transactions that have prepared and disclosed the report on major asset restructuring in accordance with the provisions of these measures need not be included in the scope of cumulative calculation. The cumulative period of major asset restructuring specified in paragraph 1 of Article 13 of these measures by the CSRC If the limits and scope are otherwise specified, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets. "
Within 12 months before the disclosure date of this major asset purchase report, the assets purchased and sold by the listed company are as follows:
On July 16, 2021, Taicang Yanghong Petrochemical Co., Ltd. (hereinafter referred to as "Taicang Yanghong"), a wholly-owned subsidiary of the company, established Suzhou Guangdong Great River Smarter Logistics Co.Ltd(002930) Logistics Development Co., Ltd. (hereinafter referred to as "Suzhou Hongchuan"), with a registered capital of 5 million yuan.
On August 27, 2021, the company held the fourth meeting of the third board of directors, deliberated and passed the proposal on capital increase to wholly-owned subsidiaries, and agreed that Taicang Yanghong and Dongguan Jinlian chuanchuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) investment partnership (limited partnership) (hereinafter referred to as "Jinlian Chuan") participated in the capital increase of 527 million yuan to Suzhou Hongchuan. Among them, Taicang Yanghong used its own funds of 266.32 million yuan and jinlianchuan used its own funds of 260.68 million yuan to increase the capital of Suzhou Hongchuan. This capital increase does not constitute a major asset restructuring.
Taicang Yanghong and jinlianchuan have fulfilled their obligations of actually contributing to Suzhou Hongchuan; Suzhou Hongchuan has completed the industrial and commercial change registration procedures related to the capital increase and obtained the business license renewed by the market supervision and Administration Bureau of Suzhou Industrial Park.
The above transactions are the steps for this transaction to build a domestic acquisition entity. When calculating whether this transaction constitutes a major asset reorganization, it does not need to be included in the cumulative calculation range. In addition to the above transactions, the listed company did not purchase or sell major assets as stipulated in the measures for the administration of major asset restructuring of listed companies, nor did it purchase or sell assets related to this transaction within 12 months before this major asset restructuring.
It is hereby explained.
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(there is no text on this page, which is the signature page of Guangdong Great River Smarter Logistics Co.Ltd(002930) instructions on the purchase and sale of assets within 12 months before this major asset restructuring) Guangdong Great River Smarter Logistics Co.Ltd(002930) January 19, 2022
