Guangdong Great River Smarter Logistics Co.Ltd(002930) independent director
Independent opinions on matters related to the eighth meeting of the third board of directors
Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”) held the eighth meeting of the third board of directors on January 19, 2022. In accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the articles of association and the company’s working system for independent directors, as an independent director of the company, based on independent judgment, Express the following independent opinions on the matters related to the eighth meeting of the third board of directors of the company:
1、 The company complies with the conditions and requirements for major asset restructuring stipulated in the company law, securities law, measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations and normative documents.
2、 The major asset purchase report (Draft) (hereinafter referred to as “restructuring report”) and other documents comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, and the transaction scheme is feasible and operable.
3、 According to the relevant provisions of laws, regulations and normative documents such as the administrative measures for major asset restructuring of listed companies and the stock listing rules of Shenzhen Stock Exchange, this transaction does not constitute a connected transaction.
4、 This transaction is conducive to achieving the strategic objectives of the company, improving the asset quality of the listed company, improving the financial situation and enhancing the sustainable profitability of the listed company, reducing related party transactions, enhancing independence and avoiding horizontal competition, which is in line with the long-term development of the company and the interests of all shareholders.
5、 For the purpose of this transaction, the company has hired special audit institutions and valuation institutions with relevant qualification certificates and professional qualifications. These institutions and their handling accountants and valuation personnel have no other related relationships with the company and the counterparty of this transaction except for normal business relations, and have sufficient independence. Their audit and valuation are in line with the objective Principles and requirements of impartiality and independence.
6、 The transaction price is determined through negotiation based on the principle of fairness and reasonableness, and various influencing factors have been comprehensively considered. The transaction price is reasonable and fair, and there is no damage to the legitimate rights and interests of the company and shareholders.
7、 The restructuring report has disclosed in detail the approval matters and procedures related to this transaction, and made special tips on the risks that may not be approved.
8、 As for the application for bank credit by the subordinate company and the acceptance of the guarantee provided by the company and its related parties: (1) this related party guarantee will help to meet the needs of the company’s equity acquisition, and there will be no damage to the interests of the company and shareholders; (2) In order to support the implementation of the company’s equity acquisition, related parties provide guarantee for the company’s subsidiaries to apply for credit line from the bank without charging any fees, and there is no situation damaging the interests of the company and shareholders; (3) The related party guarantee has been deliberated and approved by the board of directors of the company, the related directors have avoided voting, and the voting procedure is legal and compliant.
In conclusion, the independent directors of the company agreed to the overall arrangement of the transaction and agreed to submit the proposal of the subordinate companies applying for bank credit and accepting the guarantee provided by the company and related parties to the general meeting of shareholders of the company for special resolution.
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Independent director: Qiu Xiaohua, Wang Kaitian, Guo leiming
January 19, 2022
