Hichain Logistics Co.Ltd(300873) independent director
Prior approval opinions on matters related to the second meeting of the third board of directors
As an independent director of Hichain Logistics Co.Ltd(300873) (hereinafter referred to as the “company”) in accordance with the provisions of relevant laws and regulations such as the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the requirements of the articles of association and the working system of independent directors, Based on a cautious and responsible attitude and independent judgment, we have made the following prior approval opinions on the relevant matters considered at the second meeting of the third board of directors of the company:
1、 The company complies with the provisions on the gem to issue shares to specific objects and meets the conditions for the gem to issue shares to specific objects. The company’s relevant plans and plans for the issuance of shares to specific objects comply with the provisions of 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 and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). The plans are reasonable, practical and feasible, and there is no damage to the interests of the company and other shareholders.
2、 The company’s issuance of shares to specific objects this time is in line with the current market situation and the actual situation of the company, which is feasible. The fund-raising investment project of issuing shares to specific objects this time is in line with the relevant national industrial policy guidance and the overall development direction of the company in the future. Through issuing shares to specific objects this time, it is conducive to improving the comprehensive competitiveness of the company, in line with the interests of the company and shareholders, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
3、 The demonstration and analysis report on the company’s plan to issue shares to specific objects and the feasibility analysis report on the use of raised funds comprehensively consider the company’s development strategy, development trend of relevant industries, financial status, capital demand and other conditions, and fully demonstrate the necessity of issuing shares to specific objects, the appropriateness of the selection scope, quantity and standard of issuing objects, and the principle, basis and pricing of this issuance The rationality of methods and procedures, as well as the fairness and rationality of the issuance scheme to specific objects, are in line with the interests of the company and shareholders, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, and comply with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association.
4、 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.
5、 The issuing object of this issuance is Liang Chen, the controlling shareholder and one of the actual controllers. The company plans to sign a conditional share subscription contract with Liang Chen. After careful review, we agree to the conditional effective share subscription contract signed by the company and Liang Chen.
6、 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. 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.
In conclusion, we believe that the proposal of the second meeting of the third board of directors of the company complies with the provisions of relevant laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. We agree to submit relevant proposals to the second meeting of the third board of directors for deliberation.
(there is no text on this page, which is the signature page of Hichain Logistics Co.Ltd(300873) independent director’s prior approval opinions on matters related to the second meeting of the third board of directors) signature of independent director:
Zuo Xinyu Jonathan Junyan Wu Mingsheng
