Securities code: 002930 securities abbreviation: Guangdong Great River Smarter Logistics Co.Ltd(002930) Announcement No.: 2022-011
Bond Code: 128121 bond abbreviation: Hongchuan convertible bond
Guangdong Great River Smarter Logistics Co.Ltd(002930)
Impact of dilution of current earnings per share of the company in this transaction
And announcement of filling return arrangements
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.
According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other relevant regulations, Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as the “company” and “listed company”) intends to launch a voluntary comprehensive offer to all shareholders of Longxiang Group Holding Co., Ltd. (hereinafter referred to as the “target company”) through indirectly controlling the overseas subsidiary Guangdong Great River Smarter Logistics Co.Ltd(002930) logistics (Hong Kong) Co., Ltd. under the condition that the preconditions are met, Purchase 100% of the shares of the target company in cash (hereinafter referred to as “this transaction”), which constitutes a major asset restructuring of the company. The company has made a serious, prudent and objective analysis on the impact of this restructuring on the dilution of immediate return. The specific circumstances are as follows: first, the impact of this restructuring on the dilution of the company’s current earnings per share
Through this restructuring, the target company will become a holding subsidiary of a listed company. According to the audit report for 2020 (ztsz (2021) No. 441a012438), the unaudited financial data of the company from January to September 2021, and the review report on the pro forma consolidated financial statements for 2020 and January to September 2021 (ztsz (2022) No. 441a000047) issued by Grant Thornton Certified Public Accountants (special general partnership), The comparison of the main financial data of the listed company before and after the completion of this transaction is as follows:
Unit: 10000 yuan
Project January September 2021 / September 30, 2021 / actual number for reference in 2020 / December 31, 2020 actual number for reference
Total assets 698572.12 850860.86 635841.86 789932.30
Equity attributable to shareholders of the parent company 227239.56 227239.56 215606.48 217168.86
Operating income 80245.32 96216.05 84831.99 106267.29
Total profit 31305.83 36964.31 29042.22 39282.08
Net profit attributable to shareholders of the parent company: 21107.72 24113.43 22773.23 29408.18
Basic earnings per share 0.47 0.54 0.51 0.66 (yuan / share)
The basic earnings per share of Listed Companies in 2020 and January September 2021 are 0.51 yuan / share and 0.47 yuan / share respectively. After the completion of this transaction, the basic earnings per share of the listed company for reference in 2020 and January September 2021 are 0.66 yuan / share and 0.54 yuan / share respectively. The net profit attributable to the shareholders of the parent company will increase and the earnings per share will increase. There is no dilution of earnings per share due to this transaction. This transaction will enhance the asset scale and profitability of listed companies.
2、 Measures taken by the company to prevent this restructuring from diluting the immediate return and improving the ability of future return
The above calculation does not constitute the performance commitment and profit forecast of this transaction, and investors are reminded of relevant risks. In order to avoid the risk of the decline of the company’s basic earnings per share after this major asset restructuring, the company plans to take the following measures to prevent the dilution of the immediate return in this major asset restructuring:
1. Actively strengthen operation and management and improve the operation efficiency of the company
After the completion of this restructuring, the company will continue to focus on strengthening, optimizing and expanding its main business. The company will further strengthen enterprise management, improve the company’s decision-making level and strategic vision, grasp market opportunities and highlight the company’s core competitive advantages. The company will continue to improve the organization and operation efficiency, improve the company’s financial management and cost control level, and enhance the company’s overall profitability. 2. Accelerate the resource integration of the assets to be purchased and improve the overall profitability
After the completion of this transaction, the company will establish a more scientific and standardized operation system, actively carry out market development, maintain good communication with customers, fully mobilize resources in all aspects, timely and efficiently realize the future development plan of the target company, accelerate the integration of the assets to be purchased and the company’s assets, and standardize business, personnel and financial management, Improve the company’s comprehensive strength and enhance the company’s profitability by integrating resources.
3. Further improve corporate governance and internal control to provide institutional guarantee for the development of the company. The company will strictly comply with the requirements of laws, regulations and normative documents such as the company law, the securities law and the Listing Rules of Shenzhen Stock Exchange, further optimize the governance structure, strengthen internal control and save various expenses of the company, Improve and strengthen investment decision-making procedures, ensure that shareholders can fully exercise their rights, ensure that the board of directors can exercise its powers in accordance with laws, regulations and the articles of association, ensure that independent directors can earnestly perform their duties and safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders. In the future, the company will make rational use of various financing tools and channels, control capital costs, improve capital use efficiency, and comprehensively and effectively control the company’s operation and capital control risks on the premise of meeting the capital needs of the rapid development of the company’s business.
4. Strictly implement the cash dividend policy and protect the interests of small and medium-sized investors
Listed companies attach importance to the reasonable return on investment to shareholders while taking into account the sustainable development of the company. In order to better protect the reasonable return of investors, increase the transparency of dividend distribution decision-making, and facilitate shareholders to supervise the company’s operation and profit distribution, the company has formulated relevant systems to ensure the sustainability, stability and scientificity of the company’s dividend distribution policy.
3、 Commitment of directors and senior managers of the company on the measures to fill diluted immediate return in this restructuring
In order to ensure that the company’s measures to fill the diluted immediate return can be effectively implemented, the directors and senior managers of the listed company make the following commitments in accordance with the guiding opinions on matters related to the diluted immediate return of initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31):
“1. Promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor damage the interests of the company in other ways.
2. Promise to restrict the job consumption behavior of directors and senior managers.
3. Undertake not to use the company’s assets to engage in investment and consumption activities unrelated to the performance of duties by directors and senior managers.
4. It is promised that the remuneration system formulated by the board of directors or the remuneration and assessment committee of the company will be linked to the implementation of the company’s compensation and return measures.
5. Promise that if the company plans to implement the equity incentive plan in the future, the exercise conditions of the equity incentive plan will be linked to the implementation of the company’s filling return measures.
6. From the date of issuance of this commitment to the completion of the company’s reorganization, if the China Securities Regulatory Commission makes other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet these provisions of the China Securities Regulatory Commission, The directors and senior managers promise to issue supplementary commitments in accordance with the new provisions of the China Securities Regulatory Commission.
7. If the violation of the above commitments causes losses to the company or shareholders, it will be liable for compensation according to law. “
4、 Commitment of the controlling shareholder and actual controller of the company on the diluted immediate return filling measures for this restructuring
In order to ensure that the company’s measures to fill the diluted immediate return can be effectively implemented, the controlling shareholders and actual controllers of the listed company make the following commitments in accordance with the guiding opinions on matters related to the diluted immediate return of initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31):
“1. Promise to exercise shareholders’ rights in accordance with relevant laws, regulations and the articles of association, and promise not to interfere with the operation and management activities of the listed company beyond its authority and not to encroach on the interests of the listed company.
2. Undertake to earnestly fulfill the relevant measures for filling returns formulated by the listed company and any commitments made by the promisor on filling returns. If the promisor violates these commitments and causes losses to the listed company or investors, he is willing to bear the liability for compensation to the listed company or investors according to law.
3. From the date of issuance of this commitment to the completion of this restructuring, if the CSRC makes new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the CSRC, the promisor promises to issue supplementary commitments in accordance with the latest provisions of the CSRC. “
It is hereby announced.
Guangdong Great River Smarter Logistics Co.Ltd(002930) board of directors
January 21, 2022
