Securities code: Hichain Logistics Co.Ltd(300873) securities abbreviation: Haichen logistics Announcement No.: 2022062 Hichain Logistics Co.Ltd(300873)
Announcement on related party transactions involved in issuing shares to specific objects
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Overview of related party transactions
1. Hichain Logistics Co.Ltd(300873) (hereinafter referred to as “the company”) plans to issue no more than 19884877 shares to specific objects, which does not exceed 30% of the total share capital of the company before this issuance, and the total amount of raised funds does not exceed 380 million yuan (including this amount). The issuing object Ms. Liang Chen plans to subscribe for the shares issued by the company in cash.
2. As of the disclosure date of this announcement, Ms. Liang Chen is one of the controlling shareholders and actual controllers of the company, serving as the chairman and general manager of the company. Before this issuance, she directly held 30.26% of the shares of the company and indirectly held 8.02% of the shares of the company through Wujiang Brothers Investment Center (limited partnership). Ms. Liang Chen is an affiliated party of a listed company, and this issuance constitutes a connected transaction.
3. On May 23, 2022, the second meeting of the third board of directors of the company considered and approved the proposal on related party transactions involving the issuance of shares by the company to specific objects, and the related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin avoided voting. The matter has been approved in advance by the independent directors of the company and has expressed their agreed independent opinions. 4. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, this transaction still needs to be approved by the general meeting of shareholders, and the shareholders interested in the related party transaction will avoid voting. 5. This connected transaction does not constitute a major asset reorganization, reorganization and listing specified in the administrative measures for major asset reorganization of listed companies. The issuance of shares to specific objects needs to be reviewed and approved by Shenzhen Stock Exchange and the registration reply of China Securities Regulatory Commission.
2、 Basic information of related parties
The object of this issuance is Ms. Liang Chen, the controlling shareholder and one of the actual controllers of the issuer. The basic information of Ms. Liang Chen is as follows.
Ms. Liangchen, born in 1962, Chinese nationality, has no overseas permanent residency, and her ID card number is 320525196210. From 1980 to 1989, worked as the financial accountant of Guangdong Weiguo Machinery Factory; Worked in China Construction Bank Corporation(601939) Wujiang sub branch from 1989 to 1999; General manager of Haichen industry and Trade Co., Ltd. from 1999 to 2003; From 2003 to 2011, he served as the general manager of Jiangsu Hengtong Haichen Logistics Co., Ltd. Jiangsu Haichen Logistics Co., Ltd. was founded in August 2011. He is now the chairman and general manager of the company and is fully responsible for the operation and management of the company. 3、 Basic information of related party transactions
The transaction object of this connected transaction is the shares of the company to be subscribed by Ms. Liang Chen. 4、 Pricing policy and basis of related party transactions
The pricing benchmark date of this issuance of shares is the announcement date of the resolution of the second meeting of the third board of directors of the company. The issue price is 19.11 yuan / share, which is no less than 80% of the average price of the company’s A-Shares 20 trading days before the pricing benchmark date (average price of shares 20 trading days before the pricing benchmark date = total amount of shares traded 20 trading days before the pricing benchmark date ÷ total amount of shares traded 20 trading days before the pricing benchmark date).
If the company’s shares have ex rights and ex interests from the pricing benchmark date to the issuance date, the issuance price 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. 5、 Main contents of related party transaction contract
The company has signed the conditional effective share subscription contract with Ms. Liang Chen. For details, see the notice on signing conditional effective share subscription contract with specific objects disclosed by the company on the gem information disclosure website designated by the CSRC on May 23, 2022. 6、 Impact of this connected transaction on the company
This transaction is an important measure to implement the company’s development strategy. This issuance of shares to specific objects will expand the company’s capital strength, help maintain the stability of the company’s control, provide more liquidity support for the company’s business development, and help the implementation of the company’s strategic layout. After the funds raised from the issuance of shares to specific objects are in place, it will help the company alleviate the capital pressure, enhance the capital strength of the company, improve the profitability and anti risk ability, and lay the foundation for the future development of the company.
After the completion of this related party transaction, the company’s main business remains unchanged, does not involve the integration of the company’s existing assets, and there is no significant change in the business relationship and management relationship between the company and its controlling shareholders and their related parties. 7、 Cumulative related party transactions with the person from the beginning of the year to the date of disclosure
Since the beginning of 2022, Ms. Liang Chen has no other related party transactions with the company except receiving salary from the company. 8、 Prior approval and independent opinions of independent directors
1. Prior approval opinion
The related party transactions related to the company’s issuance of shares to specific objects comply with the relevant provisions of laws and regulations such as the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the articles of association, and are in line with the interests of the company and all shareholders. The reasons for the transaction between the two parties of the related party transaction are reasonable and sufficient, the pricing principles and methods of the related party transaction are appropriate and reasonable, and the related matters of the related party transaction will perform the necessary internal decision-making procedures of the related party transaction. The related party transaction does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and its shareholders, especially the minority shareholders. All the independent directors of the company agree to submit the specific proposal to the board of directors for deliberation.
2. Independent opinion
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, all independent directors agree to 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、 Opinions of the board of supervisors
The board of supervisors considered that: during the voting process of the board of directors of the company, the related directors have avoided voting according to law, and the voting process meets the requirements of relevant laws and regulations.
This connected transaction complies with the principles of openness, fairness and impartiality and the interests of all shareholders of the company. Therefore, the board of supervisors agreed to the proposal related to the company’s issuance of shares to specific objects this time. 10、 Verification opinions of the recommendation institution
For the related party transactions involved in the company’s plan to issue shares to specific objects, Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. checked the proposals and resolutions of the board of directors, the opinions of independent directors and other relevant documents, and learned about the above related party transactions. After verification, the recommendation institution believes that the voting procedure of the company’s related party transactions is legal, and the related directors of the company evaded the voting of relevant proposals, which is in line with the provisions of relevant laws, regulations and the articles of association Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. agrees to the company’s related party transactions.
In addition, this transaction still needs to be reviewed and approved by the general meeting of shareholders of the company, approved by Shenzhen Stock Exchange, and registered by China Securities Regulatory Commission before it can be implemented. 11、 Documents for future reference
1. Resolution of the second session of the board of directors;
2. Resolutions of the second meeting of the third board of supervisors;
3. Prior approval opinions of independent directors on matters related to the second meeting of the third board of directors;
4. Independent opinions of independent directors on matters related to the second meeting of the third board of directors;
5. The share subscription contract with conditional effect signed by the company and Ms. Liang Chen.
It is hereby announced.
Hichain Logistics Co.Ltd(300873) board of directors
May 23, 2022
