Securities code: Hichain Logistics Co.Ltd(300873) securities abbreviation: Hichain Logistics Co.Ltd(300873) Announcement No.: 2022059 Hichain Logistics Co.Ltd(300873)
Announcement of the resolution of the second meeting of the third 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") sent the meeting notice and meeting materials to all directors of the company on May 20, 2022, held the second meeting of the third board of directors on May 23, 2022 by on-site and communication voting, and made the resolution of the board of directors. There are 7 directors who should attend the board meeting and 7 actually attended. All directors elect Ms. Liang Chen to preside over the meeting, which is in line with the provisions on convening the board meeting in the company law of the people's Republic of China and the articles of association.
2、 Deliberations of the board meeting
After careful deliberation by the attending directors, the following resolutions are formed:
(I) deliberated and passed 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 company law, 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), the board of directors of the company conducted self-examination and demonstration on the actual situation of the company item by item, and considered that the company complied 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.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Independent directors have expressed their prior approval opinions and independent opinions on the matter.
Voting results: 4 in favor, 0 against and 0 abstention
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) the proposal on the company's plan to issue shares to specific objects in 2022 was examined and approved item by item
1. Types and par value of the shares issued this time
The shares issued this time are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Voting results: 4 in favor, 0 against and 0 abstention
2. Distribution mode
This issue is issued to specific objects at an appropriate time within the validity period after it is reviewed and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Voting results: 4 in favor, 0 against and 0 abstention
3. Issuing object and subscription method
The subscription object of this issuance is Liang Chen, the controlling shareholder and one of the actual controllers of the company, who plans to subscribe for the shares issued by the company in cash.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Voting results: 4 in favor, 0 against and 0 abstention
4. Pricing base date, issue price and pricing principle
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)
Among them, P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted share capital per share, and the issue reserve price after adjustment is P1.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Voting results: 4 in favor, 0 against and 0 abstention
5. Number of issues
The number of shares issued to specific objects this time is determined by dividing the total amount of raised funds by the issue price. The calculation formula is: the number of shares issued to specific objects this time = the total amount of funds raised this time / the issuing price per share. The total amount of raised funds issued to specific objects this time is no more than 380 million yuan (including this amount), and the issue price is 19.11 yuan / share. Therefore, the number of shares issued to specific objects this time is no more than 19884877 shares (including this amount), and the number of shares issued does not exceed 30% of the total share capital of the company before issuing to specific objects this time, Comply with the relevant provisions of the question and answer on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies issued by the CSRC.
If the company's shares have ex dividend and ex right behaviors from the pricing benchmark date to the issuance date, such as dividend distribution, bonus shares, conversion to share capital, additional issuance of new shares or allotment of shares, the number of shares issued this time will be adjusted accordingly.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Voting results: 4 in favor, 0 against and 0 abstention
6. Restricted period
The shares subscribed for by each issuance Subscriber shall not be transferred within 18 months from the date of the end of this issuance. After the end of this offering, the shares of the company increased by the above-mentioned issuing objects due to the company's bonus shares, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period.
After the expiration of the lock-in period, the reduction of the company's shares obtained by the subscription object of this issuance shall also comply with the company law, the securities law and other laws, regulations, rules, normative documents, the relevant rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Voting results: 4 in favor, 0 against and 0 abstention
7. Listing location
The shares issued to specific objects are listed and traded on the gem of Shenzhen Stock Exchange.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Voting results: 4 in favor, 0 against and 0 abstention
8. Validity of the proposal
The validity period of the resolution to issue shares to specific objects is 12 months from the date of deliberation and adoption by the general meeting of shareholders. If the national laws and regulations have new provisions on the issuance of shares to specific objects, the company will adjust the issuance according to the new provisions.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Voting results: 4 in favor, 0 against and 0 abstention
9. Arrangement of accumulated undistributed profits before issuing shares to specific objects
The accumulated undistributed profits of the company before the issuance of shares to specific objects shall be shared by the new and old shareholders after the issuance of shares to specific objects.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Voting results: 4 in favor, 0 against and 0 abstention
10. Investment direction of raised funds
After use, it will be used to supplement working capital.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Voting results: 4 in favor, 0 against and 0 abstention
Independent directors have expressed their prior approval opinions and independent opinions on the above matters.
The above proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation. After the scheme of issuing shares to specific objects is reviewed and approved by the general meeting of shareholders of the company, it can be implemented only after it is reviewed and approved by Shenzhen Stock Exchange and approved by the CSRC for registration, and the scheme approved by the CSRC for registration shall prevail. (III) deliberating and passing the proposal on the company's stock issuance plan to specific objects
See cninfo.com for details（ http://www.cn.info.com.cn. ）Proposal on the company's stock issuance plan to specific objects.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Independent directors have expressed their prior approval opinions and independent opinions on the matter.
Voting results: 4 in favor, 0 against and 0 abstention
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) deliberated and passed the proposal on the demonstration and analysis report of the company's plan to issue shares to specific objects. For the specific contents, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Demonstration and analysis report on the company's plan to issue shares to specific objects.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Independent directors have expressed their prior approval opinions and independent opinions on the matter.
Voting results: 4 in favor, 0 against and 0 abstention
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(V) deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects
See cninfo.com for details（ http://www.cn.info.com.cn. ）Feasibility analysis report on the use of funds raised by the company issuing shares to specific objects.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Independent directors have expressed their prior approval opinions and independent opinions on the matter.
Voting results: 4 in favor, 0 against and 0 abstention
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(VI) deliberated and passed the proposal on the company's special report on the use of previously raised funds
See cninfo.com for details（ http://www.cn.info.com.cn. ）About the company's special report on the use of previously raised funds.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: 7 votes in favor; 0 votes against; 0 abstentions
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(VII) deliberated and passed the proposal on the measures for the company to issue shares to specific objects to dilute the immediate return, fill in the immediate return and the commitments of relevant subjects
See cninfo.com for details（ http://www.cn.info.com.cn. ）Measures for diluting the immediate return and filling the immediate return by issuing shares to specific objects and commitments of relevant subjects.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Independent directors have expressed their prior approval opinions and independent opinions on the matter.
Voting results: 4 in favor, 0 against and 0 abstention
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(VIII) deliberated and passed the proposal on 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 proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Independent directors have expressed their prior approval opinions and independent opinions on the matter.
Voting results: 4 in favor, 0 against and 0 abstention
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IX) deliberated and passed the proposal on the company's dividend return plan for shareholders in the next three years (20222024)
See cninfo.com for details（ http://www.cn.info.com.cn. ）The plan for shareholders' dividend return in the next three years (20222024).
The independent directors of the company have expressed their independent opinions on this proposal.
Voting result: 7 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(x) deliberated and passed the proposal on signing a conditional and effective share subscription contract between the company and the subscription object of this issuance
According to the company's plan to issue shares to specific objects this time, it is agreed that the company and the subscription object Liang Chen sign a conditional share subscription contract.
This proposal involves related party transactions, and related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin abstained from voting.
Independent directors have expressed their prior approval opinions and independent opinions on the matter.
Voting results: 4 in favor, 0 against and 0 abstention
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(x)
