Securities code: 002468 securities abbreviation: Sto Express Co.Ltd(002468) Announcement No.: 2022-002 Sto Express Co.Ltd(002468)
Announcement of resolutions of the 10th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Convening of board meeting
Sto Express Co.Ltd(002468) (hereinafter referred to as “the company”) issued an interim notice of convening the 10th meeting of the 5th board of directors by mail and telephone on January 18, 2022. The meeting was held by means of communication meeting in the conference room on the 5th floor, No. 58, Chongda Road, Chonggu town, Qingpu District, Shanghai at 14:00 on January 21, 2022. Seven directors should attend the meeting, Seven directors actually attended the meeting. The meeting was presided over by Mr. Chen Dejun, chairman. The meeting was held in accordance with the company law of the people’s Republic of China and other relevant laws and regulations, normative documents and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation by all directors, the following proposals were adopted at the meeting:
1. The proposal on the prediction of daily connected transactions in 2022 was considered and adopted
Voting results: 7 affirmative votes, 0 negative votes, 0 abstention votes and 0 avoidance votes.
Whereas Shanghai de’e Industrial Development Co., Ltd. (hereinafter referred to as “Shanghai de’e”) holds 25.00% of the shares of the company, Alibaba (China) Network Technology Co., Ltd. (hereinafter referred to as “Alibaba network”) holds 100% of the shares of Shanghai de’e. Meanwhile, Zhejiang rookie Supply Chain Management Co., Ltd., Zhejiang Weitao Logistics Technology Co., Ltd., Zhejiang Alibaba Communication Technology Co., Ltd., Hangzhou rookie Supply Chain Management Co., Ltd., Shanghai de’e and Alibaba network are companies controlled by Alibaba Group Holding Limited through relevant shareholders. According to the provisions of the Listing Rules of Shenzhen Stock Exchange, the above parties are affiliated legal persons of the company, and the transactions between the company and the above parties constitute affiliated transactions.
The company expects that the total amount of daily connected transactions in 2022 will be 4437.75 million yuan. The expected matters of this daily connected transaction need to be submitted to the general meeting of shareholders for deliberation, and the connected shareholder Shanghai de’e needs to avoid voting. The independent directors of the company expressed their prior approval opinions and independent opinions on the expected daily connected transactions in 2022. For details, see the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）Announcement on the forecast of daily connected transactions in 2022 disclosed by the company.
2. The proposal on subsidiaries applying for project loans from banks and providing guarantees for them was deliberated and adopted
Voting results: 7 affirmative votes, 0 negative votes, 0 abstention votes and 0 avoidance votes.
Due to the need of capacity construction, the company’s subsidiaries Chongqing Ruizhong Express Co., Ltd., Taizhou Deze Logistics Co., Ltd., Changsha Shentong Supply Chain Management Co., Ltd., Nanning Shentong Supply Chain Management Co., Ltd. and Changshu Deze Logistics Co., Ltd. (the above five subsidiaries are hereinafter collectively referred to as “subsidiaries”) intend to apply for RMB loans of no more than 1815 million from the bank, The purpose of the loan is to invest in the construction of transfer center and automation equipment, with a term of no more than 15 years (subject to the loan limit and term actually approved by the bank), and its own assets are used as collateral. Meanwhile, the company agrees that Sto Express Co.Ltd(002468) Co., Ltd. shall provide joint and several liability guarantee for the above project loan for a period of no more than 12 months.
The board of directors of the company believes that the subordinate subsidiaries mortgage their own assets and apply for bank loans, which are mainly used for the investment in the construction of transfer center and automation equipment. The wholly-owned subsidiaries of the company provide joint and several liability guarantee for them, which is conducive to ensuring the sustainable and healthy development of their production and operation, and this guarantee is a guarantee for the units within the scope of the company’s consolidated statements, The financial risk of this guarantee is within the company’s control. This guarantee is in line with the overall interests of the company, the decision-making procedures comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, and there is no situation that damages the interests of the company and the majority of investors. Therefore, the board of directors agreed that subsidiaries of the company apply for project loans from banks and provide guarantees for them. For details, see the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）Announcement on subsidiary companies applying for project loans from banks and providing guarantees for them.
3. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 7 affirmative votes, 0 negative votes, 0 abstention votes and 0 avoidance votes.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The Sto Express Co.Ltd(002468) notice on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
3、 Documents for future reference
1. Resolution of the 10th meeting of the 5th board of directors
2. Prior approval opinions and independent opinions of independent directors on matters related to the 10th meeting of the 5th board of directors
It is hereby announced.
Sto Express Co.Ltd(002468) board of directors January 22, 2022
