Securities code: Hichain Logistics Co.Ltd(300873) securities abbreviation: Hichain Logistics Co.Ltd(300873) Announcement No.: 2022005
Hichain Logistics Co.Ltd(300873)
Announcement of the resolution of the 16th meeting of the second 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.
1、 Meetings of the board of directors
Hichain Logistics Co.Ltd(300873) (hereinafter referred to as “the company”) has sent the meeting notice and meeting materials to all directors of the company on February 25, 2022, held the 16th meeting of the second board of directors on March 2, 2022 by on-site and communication voting, and made the resolution of the board of directors. The meeting of the board of directors was presided over by the chairman, Ms. Liang Chen. It is in line with the provisions of the company law of the people’s Republic of China and the articles of association on convening the meeting of the board of directors.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the general manager in 2021.
For the specific contents of the 2021 general manager’s work report, please refer to the company’s tide information announcement on the same day（ http://www.cn.info.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
(II) deliberated and adopted the proposal on the work report of the board of directors in 2021.
See the announcement on cninfo.com on the same day for details of the work report of the board of directors in 2021（ http://www.cn.info.com.cn. ）。
The independent directors of the company, Mr. Ma Zengrong, Mr. Tan Yueqi and Mr. Wu Mingsheng, made a report on their work in 2021 at this board meeting and will report on their work at the 2021 annual general meeting of the company. The specific contents of the above work report are detailed in the company’s tide information announcement on the same day（ http://www.cn.info.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the financial final accounts report of 2021.
See the announcement of cninfo.com on the same day for the specific contents of the 2021 annual financial statement report（ http://www.cn.info.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be considered and voted at the general meeting of shareholders of the company.
(IV) deliberated and passed the proposal on the full text and summary of the 2021 annual report.
The full text of the 2021 annual report and the summary of the 2021 annual report are detailed in the announcement on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be considered and voted at the general meeting of shareholders of the company.
(V) deliberated and approved the plan for profit distribution and conversion of reserve fund into share capital in 2021.
In accordance with relevant laws and regulations and the articles of association, taking into account the interests of shareholders and the current rapid development of the company’s business development needs, the board of directors has studied and decided that the total share capital as of December 31, 2021 will be used as the base to distribute the discovery dividend of RMB 4.5 (including tax) to all shareholders for every 10 shares in this year, At the same time, the capital reserve shall be converted into 6 shares for every 10 shares to all shareholders. If the total share capital of the company changes due to the conversion of convertible bonds into shares, share repurchase, equity incentive exercise, refinancing and listing of new shares before the implementation of the distribution plan, the company will adjust the distribution proportion according to the principle of unchanged total distribution.
After the implementation of the above conversion plan, the total share capital of the company was changed from 133333334 yuan to 2133333334 yuan. It was agreed to authorize the board of directors to increase the registered capital of the company according to the latest share capital after the implementation of the plan, and authorize the board of directors to handle industrial and commercial registration changes such as changes in the articles of association and registered capital.
The independent directors of the company issued clear independent opinions. For details, see the announcement on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be considered and voted at the general meeting of shareholders of the company.
(VI) deliberated and passed the proposal on the self-evaluation report of internal control in 2021.
The board of Directors believes that the company has established and implemented a relatively perfect internal control system, and the internal control is sound, reasonable and effective, which can meet the requirements of the company’s management and the needs of future development. The internal control self-evaluation report in 2021, the internal control assurance report issued by Zhonghua certified public accountants and the verification opinions issued by Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. are detailed in the announcement on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
(VII) deliberated and passed the proposal on the special report on the deposit and use of raised funds in 2021.
The board of Directors believes that the company has established and implemented a relatively perfect internal control system, and the internal control is sound, reasonable and effective, which can meet the requirements of the company’s management and the needs of future development. The special report on the deposit and use of raised funds in 2021, the special report on the use of raised funds issued by Zhonghua certified public accountants, the verification opinions on the deposit and use of raised funds in 2021 issued by Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. and the opinions of independent directors are detailed in the announcement on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be considered and voted at the general meeting of shareholders of the company.
(VIII) deliberated and adopted the proposal on renewing the appointment of audit institutions in 2022.
The company plans to continue to employ Zhonghua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be considered and voted at the general meeting of shareholders of the company.
(IX) deliberated and passed the proposal on the remuneration of directors, supervisors and senior managers in 2022.
According to the 2022 remuneration plan for directors, supervisors and senior managers reviewed and approved by the board of directors, the company implements the allowance system for independent directors, and external directors and supervisors do not receive remuneration and allowances in the company.
The internal directors, supervisors and senior managers of the company receive salary performance according to their positions in the company, and comprehensively evaluate the salary performance according to their specific management positions and annual work assessment results in combination with the company’s annual operating performance and other factors.
The company’s senior directors and supervisors made their opinions on the remuneration plan of the company on the same day in 2022（ http://www.cn.info.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be considered and voted at the general meeting of shareholders of the company.
(x) deliberated and passed the proposal on Amending the articles of association.
According to the newly issued guidelines for the articles of association of listed companies (revised in 2022), the company revised the articles of association accordingly, and authorized the board of directors to change the company’s articles of association according to the registered capital after the implementation of the profit distribution and provident fund to share capital plan in 2021. The specific contents of the articles of Association (revised in 2022) are detailed in the announcement on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be considered and voted at the general meeting of shareholders of the company.
（11） The proposal on convening the 2021 annual general meeting of shareholders of the company was deliberated and adopted.
The board of directors decided to hold the 2021 annual general meeting of shareholders of the company in the meeting room of the company on the 13th floor of Qianhai Xinlikang building, Shenzhen at 14:30 p.m. on Wednesday, March 23, 2022. See the notice on convening the 2021 annual general meeting of shareholders of the company on cninfo.com on the same day for details（ http://www.cn.info.com.cn. ）。
Voting results: 7 in favor, 0 against and 0 abstention.
Hichain Logistics Co.Ltd(300873) board of directors March 3, 2021
