China International Capital Corporation Limited(601995)
About Guangdong Great River Smarter Logistics Co.Ltd(002930)
Verification opinions on the purchase and sale of assets within 12 months before the reorganization
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. under the condition that the preconditions are met, and receive 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 provisions of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), if a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on the cumulative amount. If 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. Asset transactions that have prepared and disclosed a major asset restructuring report in accordance with the measures for the administration of restructuring need not be included in the scope of cumulative calculation. If the CSRC has other provisions on the cumulative period and scope of major asset restructuring specified in paragraph 1 of Article 13 of the reorganization management measures, such provisions shall prevail. In the 12 months before the transaction, 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 adopted the proposal on capital increase to wholly-owned subsidiaries, It is agreed that Taicang Yanghong Petrochemical Co., Ltd. (hereinafter referred to as “Taicang Yanghong”), a wholly-owned subsidiary of the company, and Dongguan Jinlian chuanchuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) investment partnership (limited partnership) (hereinafter referred to as “Jinlian Chuan”) jointly increase the capital of Suzhou Hongchuan by 527 million yuan. 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 reorganization; Taicang Yanghong and jinlianchuan have fulfilled their paid in capital contribution obligations for this capital increase; 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.
After verification, the independent financial adviser believes that the above transaction is a step to build a domestic acquisition subject of the transaction, and it is not necessary to be included in the cumulative calculation range when calculating whether the transaction constitutes a major asset reorganization. In addition to the above transactions, the listed company did not purchase or sell major assets as stipulated in the administrative measures for 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.
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(there is no text on this page, which is the signature page of China International Capital Corporation Limited(601995) verification opinions on Guangdong Great River Smarter Logistics Co.Ltd(002930) assets purchased and sold within 12 months before the reorganization) sponsor of independent financial adviser: Hu Xiaojun, Duan Yining
China International Capital Corporation Limited(601995) (seal) January 19, 2022
