Securities code: Hichain Logistics Co.Ltd(300873) securities abbreviation: Hichain Logistics Co.Ltd(300873) Announcement No.: 2022068 Hichain Logistics Co.Ltd(300873)
Demonstration and analysis report on the scheme of issuing shares to specific objects
Hichain Logistics Co.Ltd(300873)
Hichain Logistics Co., Ltd.
(registered address: No. 111, Quanhai Road, Wujiang Economic Development Zone, Suzhou, Jiangsu)
Scheme for issuing shares to specific objects in 2022
Demonstration and Analysis Report
May, 2002
Hichain Logistics Co.Ltd(300873) (hereinafter referred to as “company” or ” Hichain Logistics Co.Ltd(300873) “) is a company listed on the gem of Shenzhen Stock Exchange. In order to meet the capital needs of the company’s business development, enhance the company’s capital strength and profitability, and realize the company’s strategic development plan, in accordance with the provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), The company plans to issue shares to specific objects to raise a total of no more than 380 million yuan (including this amount), which will be used to supplement working capital after deducting the issuance expenses.
(unless otherwise specified in this report, relevant terms have the same meaning as in the plan for issuing shares to specific objects in Hichain Logistics Co.Ltd(300873) 2022)
1、 Background and purpose of this issuance
(I) background of this issuance
1. National policies encourage the deep integration of logistics and manufacturing
In March 2019, the national development and Reform Commission issued the opinions on promoting the high-quality development of logistics and promoting the formation of a strong Chinese market, so as to improve the ability of high-quality logistics to serve the real economy and promote the deep integration of modern logistics industry and manufacturing industry. In September 2020, 14 departments and units including the national development and Reform Commission jointly issued the implementation plan for promoting the deep integration and innovative development of logistics and manufacturing industry, promoting the close cooperation between manufacturing enterprises and third-party logistics and express delivery enterprises, introducing professional logistics solutions, introducing logistics enterprises to tailor logistics solutions such as supply chain management inventory, line logistics and supply chain integration services for manufacturing enterprises, and enhancing flexible manufacturing Agile manufacturing capability. The introduction of relevant policies is conducive to the steady and healthy development of the industry and further promote the growth of the industry market.
2. The market demand for modern integrated supply chain service outsourcing continues to increase
China is moving towards a manufacturing power. A strong, intelligent and safe manufacturing supply chain logistics system is the core competitiveness of moving from a manufacturing power to a manufacturing power. With the rising cost of human resources and the improvement of business complexity, under the law of more and more detailed social division of labor, in order to focus on the core business, save costs, improve the utilization efficiency of resources and concentrate resources to enhance the core competitiveness of enterprises, it is becoming a trend for manufacturing enterprises to spin off the supply chain logistics business and outsource it to modern comprehensive supply chain service enterprises. According to relevant industry data, the scale of China’s outsourcing logistics market will reach 6.5 trillion yuan in 2020 and 9.2 trillion yuan in 2025, with a compound annual growth rate of 7.1%. The continuous growth of market demand has laid a solid foundation for the development of enterprises in the industry.
3. Downstream industries grew steadily, and 3C electronic manufacturing and new energy vehicle industries enjoyed high prosperity
The company mainly serves 3C electronic products, new energy vehicles, special materials, household appliances and other manufacturing industries. At present, China is the main production base and consumer market of the global consumer electronics manufacturing industry. In recent years, with the rapid growth of new consumer electronics products represented by Internet of things devices and wearable devices, China’s electronic manufacturing industry has also maintained a steady growth trend. According to the data of the Ministry of industry and information technology, in 2021, the added value of China’s electronic information manufacturing industry above designated size increased by 15.7% compared with 2020, and the growth rate reached a new high in recent ten years; The export delivery value of electronic information manufacturing enterprises above designated size increased by 12.7% over the previous year, and the growth rate accelerated by 6.3 percentage points over the previous year.
In the field of new energy vehicles, the global automobile industry is developing towards electrification and intelligence, and the long-term development prospect of new energy vehicles is clear. According to version 2.0 of the technology roadmap for energy saving and new energy vehicles prepared by China Society of automotive engineering and the Ministry of industry and information technology, the sales of new energy vehicles will account for about 20% of the total sales in 2025; In 2030, the sales of new energy vehicles will account for about 40% of the total sales. According to the data of the Ministry of industry and information technology, the sales volume of Shanxi Guoxin Energy Corporation Limited(600617) vehicles in the middle of 2021 was 3.521 million, an increase of 1.6 times year-on-year, and the industry maintained a high outlook.
(II) purpose of this issuance
1. Guarantee the funds needed for future development and improve the business undertaking capacity
The company provides digital and integrated supply chain logistics solutions and operation services for the manufacturing industry. With the expansion of the company’s business scale, the company’s demand for working capital is also increasing. Through the funds raised by issuing shares to specific objects, the company can obtain solid capital guarantee for future business development, so as to further maintain and improve the company’s sustainable profitability.
2. Enhance capital strength and improve anti risk ability
With the expansion of the company’s business scale and the implementation of the company’s development strategy, the company’s capital demand is gradually increasing. The issuance of shares to specific objects to raise funds will effectively enhance the liquidity level in the development process of the company, provide financial support for the business development of the company, and help the company enhance its capital strength, improve its anti risk ability and further enhance its core competitiveness.
3. Increase the shareholding ratio of the actual controller and maintain the long-term and stable development of the company
As of the issuance date of this report, Ms. Liang Chen, the controlling shareholder and actual controller of the company, directly holds 30.26% of the shares of the company and indirectly holds 8.02% of the shares of the company through Wujiang Brothers Investment Center (limited partnership). As the issuing object, Ms. Liang Chen fully subscribes for the shares issued to specific objects. If the issue is successfully implemented, Ms. Liang Chen’s shareholding ratio will be further improved, consolidate her holding position in the company and enhance the stability of the company’s control.
2、 The necessity of this issuance of securities and its variety selection
(I) types of securities issued this time
The type of securities selected by the company for this issuance is to issue shares to specific objects. The type of shares issued this time is RMB ordinary shares (A shares) listed in China, with a par value of 1.00 yuan per share.
(II) necessity of selection of securities issued this time
1. The use of the funds raised in this offering complies with the provisions of laws and regulations
The investment project of raising funds by issuing shares to specific objects complies with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation), the Q & A on issuance supervision – regulatory requirements on guiding and standardizing the financing behavior of listed companies (Revised Version).
2. The issuer’s governance is standardized and internal control is perfect
According to the governance standards of listed companies, the company has established a modern enterprise system with the corporate governance structure as the core, and formed a more standardized corporate governance system and a perfect internal control environment through continuous improvement and perfection. In terms of the management of raised funds, the company has established the measures for the management of raised funds in accordance with the regulatory requirements, which clearly stipulates the storage, use, investment direction change, inspection and supervision of raised funds. After the funds raised in this offering are in place, the board of directors of the company will continue to supervise the company’s storage and use of the raised funds, so as to ensure the rational and standardized use of the raised funds and prevent the use risks of the raised funds.
3. There are limitations in bank loan financing
The financing amount of bank loans is relatively limited, and will produce high financial costs. If the funds required for the company’s follow-up business development fully rely on bank loans, on the one hand, it will lead to the rise of the company’s asset liability ratio and increase the company’s financial risk. On the other hand, the higher interest expenditure will erode the company’s overall profit level and reduce the flexibility of the company’s fund use, which is not conducive to the company’s stable operation.
4. Issuing shares to specific objects is a financing method suitable for the company at this stage
Equity financing has better planning and coordination, which can better cooperate with and support the realization of the company’s strategic objectives. The choice of equity financing can enable the company to maintain a relatively stable capital structure, increase the scale of the company’s net assets, reduce the company’s future debt repayment pressure and capital outflow, reduce the company’s financial risk, improve the company’s financing ability, and leave space for the company to adopt multi-mode financing in the future.
With the rapid growth of the company’s operating performance and the successive implementation of investment projects with raised funds, the company has the ability to absorb the dilution impact of equity expansion on immediate income and protect the interests of the company’s original shareholders. By issuing shares to specific objects to raise funds, the scale of the company’s total assets and net assets will increase accordingly, so as to further enhance the financial strength and provide a strong guarantee for subsequent development; At the same time, promote the steady operation of the company and enhance the ability to resist financial risks.
To sum up, the company’s issuance of shares to specific objects is necessary and suitable for the financing mode selected by the company at this stage. 3、 Appropriateness of the selection scope, quantity and standard of the issuing object
(I) selection scope of issuing objects
The issuing object is Ms. Liang Chen, the controlling shareholder and one of the actual controllers of the issuer. The issuing object fully subscribes for the shares issued this time in cash.
The selection scope of this issuance object complies with the relevant provisions of registration management measures and other laws and regulations, and the selection scope is appropriate.
(II) appropriateness of the number of objects of this issuance
The number of shares issued to specific objects this time shall not exceed 19884877. The final number of shares issued shall be subject to the number of shares examined and approved by Shenzhen Stock Exchange and registered by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and shall be submitted to the general meeting of shareholders to authorize the board of directors and its authorized persons to negotiate and determine with the recommendation institution (lead underwriter) according to the specific situation.
If the total share capital of the company before the issuance is changed due to share distribution, conversion of capital reserve to share capital, repurchase or other reasons between the announcement date of the resolution of the board of directors on the issuance and the issuance date, the number of shares issued this time will be adjusted accordingly in proportion.
(III) appropriateness of standards for the objects of this issuance
The issuing object should have certain risk identification ability and risk bearing ability, and have corresponding capital strength. The object of this issuance is Ms. Liang Chen, the controlling shareholder and one of the actual controllers of the issuer. The standard of the object of issuance complies with the relevant provisions of laws and regulations such as the registration management measures, and the standard of the object of this issuance is appropriate. 4、 Rationality of the pricing principles, basis, methods and procedures of this offering
(I) principles, basis and rationality of pricing for this offering
1. Pricing base date
The pricing benchmark date of this issuance of shares to specific objects is the announcement date of the resolution of the board of directors on this issuance of shares to specific objects.
2. Issue price
The price of this offering to specific objects is 19.11 yuan / share, which is no less than 80% of the average price of A-Shares of the company on the 20 trading days before the pricing benchmark date (average price of shares on the 20 trading days before the pricing benchmark date = total amount of shares traded on the 20 trading days before the pricing benchmark date ÷ total amount of shares traded on the 20 trading days before the pricing benchmark date). If national laws, regulations and other relevant provisions have new provisions on the issue price and pricing principle of issuing shares to specific objects, the company will adjust them in accordance with the new provisions.
If the company’s shares have ex rights and ex interests from the pricing base date to the issuance date, the issuance price of the shares issued to specific objects will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend distribution: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
After adjustment, P1 is the cash dividend per share, or D is the dividend per share, after adjustment, P1 is the dividend per share, and P0 is the dividend per share.
(II) pricing method, procedure and rationality of this offering
The pricing methods and procedures for the issuance of shares to specific objects have been reviewed and approved by the board of directors in accordance with the relevant provisions of laws and regulations such as the measures for the administration of registration, and the relevant announcements have been disclosed on the website of Shenzhen Stock Exchange and the media meeting the conditions specified by the CSRC. It is proposed to submit them to the general meeting of shareholders for deliberation, and to submit them to the Shenzhen stock exchange for examination and registration with the CSRC.
The pricing method and procedure of this offering comply with the relevant provisions of laws and regulations such as the registration management measures, and the pricing method and procedure of this offering are reasonable.
To sum up, the pricing principles, basis, methods and procedures of this offering comply with the requirements of relevant laws and regulations, and the compliance is reasonable. 5、 Feasibility of this issuance method
This issuance adopts the method of issuing shares to specific objects. After the approval of Shenzhen Stock Exchange and the approval of China Securities Regulatory Commission for registration, the company will choose an appropriate time to issue shares to specific objects within the specified validity period. The issuance method complies with the provisions of registration management measures and other relevant laws and regulations, and its feasibility analysis is as follows:
(I) principles, basis and rationality of pricing for this offering
1. The company is not allowed to issue shares to specific objects as stipulated in Article 11 of the registration management measures. The specific contents are as follows:
(1) Arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
(2) The preparation and disclosure of the financial statements for the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in major aspects; An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent year; The audit report with qualified opinions has been issued in the financial and accounting report of the latest year, and the material adverse impact of the matters involved in the qualified opinions on the listed company has not been eliminated
