Hichain Logistics Co.Ltd(300873) independent director
Opinions on the second session of the independent board of directors
As an independent director of Hichain Logistics Co.Ltd(300873) (hereinafter referred to as “the company”), in accordance with the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association and other relevant rules and regulations, he expressed independent opinions on the relevant matters considered at the second meeting of the third board of directors as follows:
1、 Independent opinions on the proposal that the company meets the conditions for issuing shares to specific objects
According to the relevant provisions of relevant laws, regulations and normative documents such as the securities law of the people’s Republic of China, the company 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), and in combination with the actual situation of the company, we believe that the company complies with the provisions of current laws, regulations and normative documents on issuing shares to specific objects, Have the conditions to issue shares to specific objects. Therefore, we agree with the content of the proposal and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation. 2、 Independent opinions on the proposal of the company to issue shares to specific objects in 2022
The company’s plan to issue shares to specific objects this time complies with the relevant provisions of relevant laws, regulations and normative documents such as the securities law of the people’s Republic of China, the company law of the people’s Republic of China and the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation); The principles, basis, methods and procedures of issuance pricing in the plan are reasonable, the issuance plan is practical and feasible, in line with the company’s development strategy, which is conducive to further strengthening the company’s competitiveness and ensuring the sustainable development of the company, without damaging the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we agree with the content of the proposal and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
3、 Independent opinions on the proposal of the company’s stock issuance plan to specific objects
The Hichain Logistics Co.Ltd(300873) stock issuance plan prepared by the company for the issuance of shares to specific objects comprehensively considers the development status and development trend of the industry, the current situation and actual situation of the company. The plan does not damage the interests of the company and shareholders, especially small and medium-sized shareholders, and the issuance of shares to specific objects is conducive to enhancing comprehensive competitiveness and in line with the interests of shareholders of the company. Therefore, we agree with the content of the proposal and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The demonstration and analysis report of Hichain Logistics Co.Ltd(300873) issuing shares to specific objects prepared by the company for this issuance of shares to specific objects comprehensively considers the company’s industry and development stage, financing planning, financial situation, capital demand and other conditions, fully demonstrates the necessity of this issuance of shares to specific objects, and the rationality of the pricing principles, basis, methods and procedures of this issuance of shares to specific objects, As well as the fairness and rationality of the stock issuance scheme to specific objects, the impact of the stock issuance to specific objects on the dilution of the original shareholders’ equity or immediate return of the company and the specific measures to fill, there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, which is in line with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association. Therefore, we agree with the content of the proposal and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5、 Independent opinions on the proposal of the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects
After reviewing the feasibility analysis report of Hichain Logistics Co.Ltd(300873) issuing shares to specific objects prepared by the company for this issuance of shares to specific objects, we believe that the purpose of the investment project of this issuance of raised funds is in line with the provisions of relevant national policies, the actual situation and development needs of the company, the current situation and development trend of the company’s industry, the long-term development objectives of the company and the interests of shareholders. We unanimously agree on the contents of the proposal and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6、 Independent opinions on the proposal on the report on the use of the company’s previously raised funds
After reviewing the report on the use of Hichain Logistics Co.Ltd(300873) previously raised funds, we believe that the company strictly abides by the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the storage and use of raised funds, the disclosed information on the use of raised funds is true, accurate and complete, and there is no violation of the storage and use of raised funds. Therefore, we agree with the content of the proposal and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
7、 Independent opinions on the proposal of the company to issue shares to specific objects, dilute the immediate return, fill the immediate return measures and the commitments of relevant subjects
The diluted immediate return of this offering and the filling measures taken by the company, as well as the relevant commitments made by all directors, senior managers, controlling shareholders and actual controllers of the company on the practical implementation of the filling return measures of the company, are in line with the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The relevant provisions of 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 (announcement [2015] No. 31 of China Securities Regulatory Commission) are in line with the requirements of the company’s actual operation and sustainable development, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. Therefore, we agree with the content of the proposal and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8、 Independent opinions on the proposal of the company’s issuance of shares to specific objects involving related party transactions
The subscription object of this issuance is Liang Chen, the controlling shareholder and one of the actual controllers. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Liang Chen is a related party of the company. Liang Chen’s subscription for the shares issued to specific objects constitutes a related party transaction with the company.
This related party transaction complies with the principles of openness, fairness and impartiality, the issuance price and pricing method comply with the provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of non-public development of shares by listed companies, and the procedures for the board of directors to consider this related party transaction are legal and effective, in line with the provisions of relevant laws, regulations and the articles of association, There is no situation that damages the interests of the company and shareholders, especially minority shareholders, and will not affect the independence of listed companies. Therefore, we agree with the content of the proposal and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
9、 Independent opinions on the proposal on the planning of shareholders’ dividend return in the next three years (20222024)
The dividend return plan for shareholders in Hichain Logistics Co.Ltd(300873) the next three years (20222024) prepared by the board of directors of the company complies with the relevant provisions of the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of Association issued by the CSRC, which helps to improve and improve the company’s sustainable and stable dividend policy and supervision mechanism, It helps to effectively safeguard the legitimate rights and interests of shareholders, especially small and medium-sized shareholders.
Therefore, we agree with the content of the proposal and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
10、 Independent opinions on the proposal for the company to sign a conditional and effective share subscription contract with the subscription object of this issuance
After reviewing the conditional effective share subscription contract signed by the company and the subscription object Liang Chen, we believe that the subscription contract is legal and effective, and there are no acts and circumstances that damage the rights and interests of shareholders, especially the rights and interests of minority shareholders, which will not affect the independence of the listed company. Therefore, we agree with the content of the proposal and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
11、 Independent opinions on the proposal to request the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations as well as the relevant provisions of the articles of association, the board of directors and the persons authorized by the board of directors are authorized to handle the specific matters of the issuance of shares to specific objects in full power, which is conducive to the efficient and orderly implementation of the issuance of shares to specific objects. The specific authorization content and authorization period comply with relevant laws and regulations and the articles of association. Therefore, we agree with the content of the proposal and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(there is no text on this page, which is the signature page of Hichain Logistics Co.Ltd(300873) independent director’s independent opinions on matters related to the second meeting of the third board of directors) signature of independent director:
Zuo Xinyu Jonathan Junyan Wu Mingsheng
