Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
On the completeness of performing legal procedures for this major asset reorganization
Description of compliance and effectiveness of legal documents submitted
According to the requirements of the measures for the administration of material asset restructuring of listed companies and the stock listing rules of Shenzhen Stock Exchange, 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, Purchase all issued shares of Longxiang group (hereinafter referred to as “this major asset purchase”, “this major asset reorganization” or “this transaction”) from all shareholders of Longxiang Group Holdings Co., Ltd. (hereinafter referred to as “Longxiang group” or “the subject company”) listed on the main board of the Hong Kong Stock Exchange in cash. The completeness and compliance of the legal procedures performed by the board of directors on this major asset purchase and the effectiveness of the legal documents submitted are described as follows:
1、 Notes on the implementation of legal procedures for this major asset purchase
1. On October 7, 2021, the company held the fifth meeting of the third board of directors to consider and approve the transaction, the loan of the transaction and the guarantee provided by the company and related parties for the loan of Suzhou Guangdong Great River Smarter Logistics Co.Ltd(002930) Logistics Development Co., Ltd.
2. On October 7, 2021, the company held the fourth meeting of the third board of supervisors to consider and approve the loan matters of this transaction and the guarantee provided by the company and related parties for the loan matters of Suzhou Guangdong Great River Smarter Logistics Co.Ltd(002930) Logistics Development Co., Ltd.
3. According to the provisions of the measures for the administration of major asset restructuring of listed companies, the company has taken necessary and sufficient confidentiality measures during the preliminary consultation with the main counterparties, the target company and relevant personnel on the purchase of major assets, and hired independent financial consultants, legal consultants and audit and valuation institutions with securities qualification, And took confidentiality measures. 4. The company registered the insiders involved in this major asset purchase, conducted self-examination on their trading of the company’s shares, and reported the list of insiders to Shenzhen Stock Exchange.
5. On November 24, 2021, the administrative examination and approval Bureau of Suzhou Industrial Park issued the notice on the filing of overseas investment projects (Suyuan Xing Shen Wai tou Bei [2021] No. 167) to file this transaction.
6. On November 25, 2021, Jiangsu Provincial Department of Commerce issued the enterprise overseas investment certificate (Overseas Investment Certificate No. n32020, 2100808) to record this transaction.
7. On December 13, 2021, the Suzhou Central Branch of the State Administration of foreign exchange issued the business registration certificate to record this transaction.
8. On January 19, 2022, the company held the eighth meeting of the third board of directors, deliberated and adopted the major asset restructuring and other related proposals.
9. On January 19, 2022, the company held the seventh meeting of the third board of supervisors, deliberated and adopted the major asset restructuring and other related proposals.
10. The company has prepared the report on major asset purchase (Draft) in accordance with the requirements of relevant laws, regulations and normative documents.
11. In accordance with the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other laws, regulations, normative documents and the articles of association, the company has performed the necessary legal procedures for this major asset purchase, which are complete, legal and Effective. The company will perform subsequent disclosure obligations in accordance with relevant requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange. This major asset reorganization still needs to be submitted to the general meeting of shareholders for deliberation and approval.
2、 Notes on the validity of legal documents submitted
The legal documents submitted by the company to Shenzhen Stock Exchange are legal and valid in accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies and the standards for the content and format of information disclosure by companies that publicly issue securities No. 26 – major asset restructuring of listed companies. The company and all directors guarantee that there are no false records, misleading statements or major omissions in the legal documents submitted by the company for this major asset purchase, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the legal documents submitted. In conclusion, the company’s legal procedures for this major asset purchase are complete and compliant, comply with the provisions of current laws, administrative regulations, normative documents and the articles of association, and the legal documents submitted to Shenzhen Stock Exchange are legal and valid.
It is hereby explained.
Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
January 19, 2022
