Securities code: 002930 securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) Announcement No.: 2022-012 bond Code: 128121 bond abbreviation: Hongchuan convertible bond
Guangdong Great River Smarter Logistics Co.Ltd(002930)
Notice on convening the second extraordinary general meeting of shareholders in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”) deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2022 at the eighth meeting of the third board of directors, and decided to convene the second extraordinary general meeting of shareholders in 2022 on March 4, 2022 to review the relevant proposals submitted by the board of directors. The relevant matters of this meeting are hereby notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the second extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the board of directors of the company
3. Legality and compliance of the meeting: the convening of the shareholders’ meeting complies with the company law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, administrative regulations, departmental rules Provisions of normative documents and the articles of association.
4. Date and time of the meeting:
The date and time of the on-site meeting are: from 14:50 p.m. on March 4, 2022, for half a day;
The date and time of online voting is March 4, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 4, 2022; The specific time for online voting through the Internet voting system of Shenzhen stock exchange is any time during 9:15-15:00 on March 4, 2022.
5. Meeting method: the shareholders’ meeting adopts the combination of on-site voting and online voting. Shareholders of the company shall choose one of on-site voting and online voting. In case of repeated voting with the same voting right, the first voting result shall prevail.
6. Equity registration date of the meeting: February 25, 2022
7. Attendees:
(1) Ordinary shareholders or their agents holding shares of the company on the equity registration date;
At the closing of the afternoon of the equity registration day, all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders and may entrust an agent in writing to attend the meeting and vote. The shareholder agent does not need to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company;
(3) Witness lawyers and other personnel employed by the company.
8. Venue of the on-site meeting: conference room on the first floor of Building 1, No. 6, Libin Road, Songshanhu Park, Dongguan City, Guangdong Province.
2、 Matters considered at the meeting
The following proposals are to be considered at this meeting:
1. Deliberating the proposal on the company meeting the conditions for purchasing major assets;
2. Review the proposal on the company’s major asset purchase plan (vote item by item); 2.01 transaction method
2.02 counterparty
2.03 subject matter of transaction
2.04 transaction price
2.05 source of funds
2.06 preconditions and conditions to be met for the success of this transaction
2.07 validity of resolution
3. Review the proposal that the purchase of major assets of the company does not constitute related party transactions;
4. Deliberating the proposal 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;
5. Deliberating the proposal that this reorganization does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies;
6. Review the proposal on the company’s major asset purchase report (Draft) and its summary;
7. Deliberating the proposal on the compliance of this transaction with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies;
8. Deliberating the proposal on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted for this major asset reorganization;
9. Review the proposal on submitting to the general meeting of shareholders of the company to authorize the board of directors of the company to handle matters related to this major asset purchase;
10. Deliberating the proposal on the company’s employment of intermediaries to provide services for this transaction; 11. Review the proposal on Approving the audit report, valuation report and reference review report related to this transaction;
12. Review the proposal on the independence of valuation institutions, the rationality of valuation assumptions, the correlation between valuation methods and valuation purposes, and the fairness of transaction pricing;
13. Deliberating the proposal on the impact of diluting the current earnings per share of the company in this transaction and the arrangement for filling the return;
14. Deliberating the proposal that the relevant subjects of this transaction are not allowed to participate in the major asset restructuring of listed companies as stipulated in Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal stock transactions related to major asset restructuring of listed companies;
15. Review the proposal on no abnormal fluctuation of the company’s stock price before the release of this trading information;
16. Deliberating the proposal on the proposal that the subordinate companies intend to comprehensively acquire all shares of Longxiang Group Holdings Co., Ltd. and apply for bank credit to pay transaction consideration;
17. Review the proposal on the application of bank credit by subordinate companies and acceptance of guarantees provided by the company and related parties.
Proposals 1 to 17 shall be passed by special resolution of the general meeting of shareholders and by more than 2 / 3 of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders. According to the requirements of the rules for the general meeting of shareholders of listed companies (revised in 2022), the voting of small and medium-sized investors will be counted separately and disclosed in a timely manner.
The proposals reviewed at this meeting were reviewed and approved by the 8th meeting of the 3rd board of directors, the 7th Meeting of the 3rd board of supervisors, the 5th meeting of the 3rd board of directors and the 4th meeting of the 3rd board of supervisors. For details, please refer to the company’s securities times or cninfo.com published on January 21, 2022（ http://www.cn.info.com.cn. ）The announcement on the resolution of the eighth meeting of the third board of directors, the announcement on the resolution of the seventh meeting of the third board of supervisors, the announcement on the impact of diluting the current earnings per share of the company and the arrangement for filling the return, the report on major asset purchase (Draft), and the summary of the report on major asset purchase (Draft) The notes of the board of directors on the conformity of this reorganization with the provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies, and the notes of the board of directors on that this reorganization does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies The notes of the board of directors on the compliance of this transaction with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies, the notes of the board of directors on the completeness and compliance of the performance of legal procedures and the effectiveness of legal documents submitted in this restructuring Opinions of the board of directors on the independence of valuation institutions, the rationality of valuation assumptions, the correlation between valuation methods and valuation purposes, and the fairness of transaction pricing The notes of the board of directors on the fact that the relevant subjects of this transaction are not allowed to participate in the major asset restructuring of listed companies as stipulated in Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal stock transactions related to major asset restructuring of listed companies, and the notes of the board of directors on the fluctuation of the company’s stock price before the release of this transaction information Analysis report on the valuation of the tender offer price involved in Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd.’s proposed comprehensive tender offer to acquire all shares of Longxiang Group Holdings Co., Ltd., audited financial statements of Longxiang Group Holdings Co., Ltd. (2019, 2020 and the nine month period ending September 30, 2021), merger preparation for 2020 and January September 2021
Financial Statement Review Report and published in securities times and cninfo.com on October 9, 2021（ http://www.cn.info.com.cn. ）The announcement on the resolution of the fifth meeting of the third board of directors, the announcement on the resolution of the fourth meeting of the third board of supervisors, the announcement on the intention of subordinate companies to comprehensively tender for all shares of Longxiang Group Holdings Co., Ltd., the announcement on subordinate companies applying for bank credit and accepting guarantees from the company and related parties, etc.
3、 Proposal code
Proposal code table of this shareholders’ meeting:
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on the company meeting the conditions for purchasing major assets √
√
2.00 number of sub proposals of the proposal on the company’s major asset purchase scheme as the voting object: 7
2.01 transaction method √
2.02 counterparty √
2.03 subject matter of transaction √
2.04 transaction price √
2.05 source of funds √
2.06 preconditions for this transaction and conditions to be met for success √
2.07 validity period of resolution √
3.00 proposal that the purchase of major assets of the company does not constitute related party transactions √
4.00 “on compliance with regulations on major assets of Listed Companies in this restructuring” √
Provisions on several issues of reorganization > proposal under Article 4
5.00 “about this reorganization does not constitute a major asset reorganization of listed companies” √
Proposal on reorganization and listing as stipulated in Article 13
6.00 report on major asset purchase of the company (Draft) and its extract √
Proposal to be
7.00 on compliance of this transaction with < Management of major asset restructuring of listed companies √
Measures > proposal stipulated in Article 11
8.00 “on the completeness and effectiveness of legal procedures for this major asset reorganization”
Proposal on compliance and effectiveness of legal documents submitted
9.00 on submitting to the general meeting of shareholders of the company to authorize the board of directors of the company to handle this √
Proposal on matters related to the purchase of major assets
10.00 discussion on the company’s employment of intermediaries to provide services for this transaction √
Case
11.00 audit report, valuation report and preparation for approval of this transaction √
Proposal on examination and review report
On the independence of valuation institutions, rationality of valuation assumptions
12.00 correlation between valuation method and valuation purpose and fair value of transaction pricing √
Proposal for
thirteen
