Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Hichain Logistics Co.Ltd(300873)
Verification opinions on connected transactions
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “recommendation institution”) is a recommendation institution for Hichain Logistics Co.Ltd(300873) (hereinafter referred to as ” Hichain Logistics Co.Ltd(300873) ” or “company”) to make initial public offering of shares and list on GEM, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, the related party transactions of Hichain Logistics Co.Ltd(300873) are verified, And made the following comments:
1、 Related party transactions to be carried out
The company held the second meeting of the third board of directors and the second meeting of the third board of supervisors on May 23, 2022, and deliberated and adopted the proposal on related party transactions involving the issuance of shares by the company to specific objects. The company plans to issue shares to specific objects. Ms. Liang Chen, the controlling shareholder and one of the actual controllers of the company, is an affiliated party of the listed company. According to the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, Ms. Liang Chen subscribes for the company’s shares issued to specific objects in cash, forming a connected transaction. For details, please refer to the relevant announcement published on the gem information disclosure website designated by the CSRC on the same day.
2、 Relevant decision-making procedures
On May 23, 2022, the independent directors of the company issued the prior approval opinions of Hichain Logistics Co.Ltd(300873) independent directors on matters related to the second meeting of the third board of directors and agreed to submit the transaction to the board of directors for deliberation.
On May 23, 2022, the second meeting of the third board of directors of the company deliberated and approved the proposal on related party transactions involving the issuance of shares by the company to specific objects and other related proposals of the transaction, and agreed to the transaction. Related directors Ms. Liang Chen, Mr. Liang Zhirui and Ms. Yao Peiqin avoided voting. Independent directors expressed independent opinions. On the same day, the second meeting of the third board of supervisors of the company considered and approved the relevant proposals of the transaction and agreed to the transaction.
This transaction 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.
3、 Opinions of the sponsor
For the related party transactions involved in the company’s plan to issue shares to specific objects, Dongfang investment bank 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 Investment Bank agreed 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.
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(there is no text on this page, which is the signature page of the verification opinions of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on Hichain Logistics Co.Ltd(300873) connected transactions)
Signature of sponsor representative:
Zheng Rui, Liu Junqing
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. mm / DD / yyyy
