Securities code: 002930 securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) Announcement No.: 2022-008 bond Code: 128121 bond abbreviation: Hongchuan convertible bond
Guangdong Great River Smarter Logistics Co.Ltd(002930)
Announcement of resolutions of the 8th meeting of the 3rd board of directors
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.
The notice of the eighth meeting of the third board of directors of Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as “the company”) was sent to all directors by e-mail on January 12, 2022, and the meeting was held by means of communication voting on January 19, 2022. There are 7 directors who should vote and 7 directors who actually vote at this meeting. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China, the articles of association and other relevant provisions.
After deliberation, the meeting formed the following resolutions:
1、 The proposal on the company meeting the conditions for purchasing major assets was deliberated and adopted
The company intends to issue a voluntary comprehensive offer through the indirect holding overseas subsidiary Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd. (hereinafter referred to as “Hongchuan Hong Kong”) as the offeror under the condition that the preconditions are met, Purchase all issued shares of Longxiang group (hereinafter referred to as “this transaction”, “this tender offer”, “this major asset purchase” or “this reorganization”) from all shareholders of Longxiang Group Holdings Co., Ltd. (hereinafter referred to as “Longxiang group” or “the target company”) listed on the main board of the Hong Kong Stock Exchange in cash. According to 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 and normative documents on the purchase of major assets, the company is considered to meet the conditions specified in the relevant laws and regulations on the purchase of major assets.
The independent directors of the company issued independent opinions, which are published on cninfo.com on January 21, 2022（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the eighth meeting of the third board of directors.
Voting results: 7 votes in favor; No negative vote; No abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation by special resolution.
2、 The proposal on the company’s major asset purchase plan was deliberated and adopted
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 standardization of major asset restructuring of listed companies and other relevant laws, regulations and normative documents, the plan for the purchase of major assets is formulated, and the voting is as follows one by one:
(I) transaction mode
The company indirectly controls the overseas subsidiary Hongchuan Hong Kong as the offeror of this transaction, and plans to issue a voluntary comprehensive offer to purchase all the issued shares of Longxiang group from all shareholders of Longxiang group, a company listed on the main board of the Hong Kong stock exchange, in cash.
If this transaction obtains the effective acceptance of not less than 90% of the offer shares before the deadline of the offer, the offeror will privatize the subject company by exercising its right to forcibly acquire the offer shares that have not been acquired under the general offer in accordance with Article 88 of the Cayman Islands Company Law and rule 2.11 of the acquisition code. If the offeror decides to exercise these rights and complete the compulsory acquisition, the target company will become the direct wholly-owned subsidiary of the offeror and will apply for withdrawal of the listing status of its shares on the Hong Kong Stock Exchange in accordance with Article 6.15 of the Hong Kong listing rules.
If this transaction fails to obtain the effective acceptance of not less than 90% of the offered shares / disinterested shares before the deadline of the offer (i.e. reaching condition (a)), and the offeror agrees to waive this condition (a), and the offeror obtains the effective acceptance of not less than 90% of the offered shares / disinterested shares within four months after the date of sending the comprehensive documents, In accordance with Article 88 of the Cayman Islands Companies Law and rule 2.11 of the acquisition code, the offeror will also privatize the subject company by exercising its right to compulsorily acquire the offer shares it has not acquired under the general offer. If the offeror decides to exercise these rights and complete the compulsory acquisition, the target company will become the direct wholly-owned subsidiary of the offeror and will apply for withdrawal of the listing status of its shares on the Hong Kong Stock Exchange in accordance with Article 6.15 of the Hong Kong listing rules.
If the transaction fails to obtain the effective acceptance of not less than 90% of the offered shares / disinterested shares before the deadline of the offer (i.e. condition (a) is reached), and the offeror agrees to waive the condition (a), but the offeror still fails to obtain the effective acceptance of not less than 90% of the offered shares / disinterested shares within four months after the date of sending the comprehensive documents, The target company will remain listed on the main board of the Hong Kong stock exchange.
Voting results: 7 votes in favor; No negative vote; No abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation by special resolution.
(II) counterparty
This transaction is a voluntary comprehensive offer. The potential counterparty is all qualified shareholders of the target company. The specific counterparty shall be subject to the final acceptance of the offer.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation by special resolution.
(III) subject matter of transaction
The subject matter of this transaction is all the issued shares of Longxiang group held by all shareholders of Longxiang group, and the number of issued shares of Longxiang group is 1220628000 shares.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation by special resolution.
(IV) transaction price
The offer price of this transaction to Longxiang group is HK $1.28 per share. Assuming that the offer is fully accepted, the total price of this offer is HK $1562403840.
In order to analyze the rationality and fairness of the consideration of this transaction, Shenzhen Pengxin assets appraisal Land Real Estate Appraisal Co., Ltd. issued the 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 plan to comprehensively tender for all shares of Longxiang Group Holdings Co., Ltd. (Pengxin consulting Zi [2021] No. 919) (hereinafter referred to as the “valuation report”). According to the valuation report, the consideration of this transaction is reasonable and fair. Voting results: 7 votes in favor; No negative vote; No abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation by special resolution.
(V) source of funds
The direct capital source of this transaction is the self raised capital of Hongchuan Hong Kong. Hongchuan Hong Kong has signed an overseas loan agreement with Industrial Bank Co.Ltd(601166) Hong Kong Branch (hereinafter referred to as ” Industrial Bank Co.Ltd(601166) Hong Kong Branch”) to pay the full consideration of this transaction.
Taicang Yanghong Petrochemical Co., Ltd. and Dongguan Jinlian chuanchuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) investment partnership (limited partnership) have completed the equity contribution to Suzhou Guangdong Great River Smarter Logistics Co.Ltd(002930) Logistics Development Co., Ltd. (hereinafter referred to as “Suzhou Hongchuan”), and Suzhou Hongchuan has signed a domestic credit line contract with Industrial Bank Co.Ltd(601166) Suzhou Branch (hereinafter referred to as ” Industrial Bank Co.Ltd(601166) Suzhou Branch”), Subsequently, the domestic loan contract will be further signed, and the above equity contribution and domestic credit funds will be used to repay Hongchuan Hong Kong overseas loans.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation by special resolution.
(VI) preconditions and conditions to be met for the success of this transaction
1. Preconditions for this transaction
(1) The national development and Reform Commission, the competent department of Commerce and the safe have completed the filing, registration or approval (if applicable) related to the tender offer, Shenzhen Stock Exchange has no further comments on the reply to the inquiry of the major asset purchase report (Draft), and other applicable government approvals have been obtained or completed;
(2) Approved by the general meeting of shareholders: ① the tender offer; ② Loans and guarantee arrangements related to this transaction.
2. Conditions to be met for the success of this transaction
(1) Receive effective acceptance of the offer for the number of shares of not less than 90% of the offered shares of Longxiang group on or before 4:00 p.m. on the closing date of the offer (or such later date and / or time as the offeror may decide under the provisions of the Hong Kong Code on mergers and acquisitions of Companies);
(2) Except for any suspension or temporary suspension of trading of the shares of Longxiang group, the shares of Longxiang group have been listed and traded on the stock exchange of Hong Kong before the deadline of the offer (or, if earlier, the unconditional date of the offer), and on or before the deadline of the offer, Has not received any indication from the securities and Futures Commission of Hong Kong and / or the stock exchange of Hong Kong that it is necessary or possible to withdraw the listing status of the shares on the stock exchange of Hong Kong, except due to the offer or any action taken by or on behalf of the offeror or persons acting in concert with the offeror;
(3) No event (including any law, order, action, procedure, lawsuit or investigation made or taken by the relevant competent authority) has occurred or existed that makes the offer or the acquisition of any shares invalid, unenforceable, illegal, impractical or prohibits the implementation of the offer, or imposes any material and adverse conditions or obligations related to the offer;
(4) Since December 31, 2020, there has been no adverse change in the business, assets, financial or operating conditions, profits or prospects of any member of Longxiang group (to the extent that it is material in terms of Longxiang group and its subsidiaries as a whole or in terms of the offer);
(5) No action, procedure, action, investigation or inquiry has been made or commenced by the relevant authorities in any jurisdiction; Or make, make or draw up any statute, regulation, requirement or order, and there is no statute, regulation, requirement or order to be implemented, which in each case may render the offer or the execution of the offer in accordance with its terms invalid, unenforceable or illegal, or impose any material and adverse conditions or obligations in connection with the offer or the execution of the offer in accordance with its terms;
(6) The listing status of the shares on the stock exchange of Hong Kong may be withdrawn in respect of the offer and / or (if the offeror exercises the compulsory acquisition right to forcibly acquire the offered shares that the offeror does not own or acquire according to the offer), All necessary consents required under any existing contract or other obligation (excluding the debt of the borrowing entity) of Longxiang group and its subsidiaries have been obtained and remain in force;
(7) Any member of Longxiang group and its subsidiaries There is no ongoing event of default (or any ongoing event or circumstance that may become an event of default with the service of notice or the passage of time) for any debt of the joint venture company and the controlled corporation of the subject company (hereinafter referred to as the “borrowing entity”) totalling 5% or more of the total cash consideration payable by the offeror under the offer, And such event of default is not caused by any change in the control of Longxiang group or other borrowing entities under the offer, And has not been irrevocably agreed or exempted by the relevant lender or remedied by the relevant borrowing entity before the expiration of 30 days after receiving the applicable notice or the period to be reached under the conditions of the Hong Kong Code on Takeovers and mergers, whichever is the earlier.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation by special resolution.
(VII) period of validity of the resolution
The plan for this major asset purchase shall be valid within 12 months from the date when this proposal is submitted to the general meeting of shareholders for deliberation and approval. If the company obtains all approvals, permits and / or records for this major asset purchase, the validity period of the resolution of this transaction shall be automatically extended to the implementation completion date of this major asset purchase.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation by special resolution.
3、 The proposal that the purchase of major assets of the company does not constitute related party transactions was deliberated and adopted
According to the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, the counterparty of this transaction has no affiliated relationship with the company. Therefore, this major asset purchase does not constitute a related party transaction.
The independent directors of the company issued independent opinions, which are published on cninfo.com on January 21, 2022（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on matters related to the eighth meeting of the third board of directors.
Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation by special resolution.
4、 The proposal on the conformity of this reorganization with the provisions of Article 4 of the provisions on Several Issues concerning the standardization of major asset reorganization of listed companies was deliberated and adopted
For details, please refer to cninfo.com on January 21, 2022（ http://www.cn.info.com.cn. ）The statement of the board of directors on the compliance of this reorganization with the provisions of Article 4 of the provisions on Several Issues concerning the standardization of major asset reorganization of listed companies. Voting results: 7 votes in favor; No negative vote; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation by special resolution.
5、 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 was deliberated and adopted
For details, please refer to cninfo.com on January 21, 2022（ http://www.cn.info.com.cn. ）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. Voting results: 7 votes in favor; No negative vote; There were no abstentions.
