Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
Explanation on the compliance of this transaction with Article 11 of the measures for the administration of major asset restructuring 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, 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"), a company listed on the main board of the Hong Kong stock exchange, in cash, After careful analysis of whether the transaction complies with Article 11 of the measures for the administration of major asset restructuring of listed companies, the board of directors of the company believes that:
1. This transaction complies with the national industrial policies and laws and administrative regulations on environmental protection, land management, antitrust and so on.
2. After the completion of this transaction, the company still meets the conditions for stock listing.
3. The asset pricing involved in this transaction is based on fair, and there is no situation that damages the legitimate rights and interests of the company and shareholders.
4. The ownership of the assets involved in this transaction is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor's rights and debts is legal.
5. This transaction is conducive to enhancing the company's sustainable operation ability, and there is no situation that the main assets of the company after reorganization are cash or there is no specific business.
6. This transaction is conducive to the company's independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies.
7. This transaction is conducive to the company to maintain a sound and effective corporate governance structure.
In conclusion, the board of directors of the company believes that this transaction complies with Article 11 of the measures for the administration of major asset restructuring of listed companies.
It is hereby explained.
Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
January 19, 2022
