Securities code: Hichain Logistics Co.Ltd(300873) securities abbreviation: Hichain Logistics Co.Ltd(300873) Announcement No.: 2022060
Hichain Logistics Co.Ltd(300873)
Announcement of the resolution of the second meeting of the third board of supervisors
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 supervisors
Hichain Logistics Co.Ltd(300873) (hereinafter referred to as “the company”) sent the meeting notice and meeting materials to all supervisors of the company on May 20, 2022, held the first meeting of the third board of supervisors on May 23, 2022 in the form of on-site meeting, and made the resolution of the board of supervisors. Three supervisors should attend the meeting of the board of supervisors and three actually attended. All supervisors elect Mr. Chang Liang to preside over the meeting, which is in line with the provisions of the company law of the people’s Republic of China and the articles of association on convening the meeting of the board of supervisors. 2、 Deliberation at the meeting of the board of supervisors
(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.
Voting result: 3 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.
(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.
Voting result: 3 affirmative votes; No negative vote; 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.
Voting result: 3 affirmative votes; No negative vote; 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.
Voting result: 3 affirmative votes; No negative vote; 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.
Voting result: 3 affirmative votes; No negative vote; 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.
Voting result: 3 affirmative votes; No negative vote; 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.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
7. Listing location
The shares issued to specific objects are listed and traded in Shenzhen Stock Exchange.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
8. Validity of the proposal
The validity period of this issuance resolution is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. 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.
Voting result: 3 affirmative votes; No negative vote; 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.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
10. Investment direction of raised funds
The total amount of funds to be raised by the company in this issuance shall not exceed 380 million yuan (including this amount), which will be used to supplement working capital after deducting the issuance expenses.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
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
The board of supervisors believes that the plan for Hichain Logistics Co.Ltd(300873) issuing shares to specific objects prepared by the company complies with 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 GEM (for Trial Implementation); The content of the plan comprehensively considers the company’s industry and development status, actual operation, capital demand and other conditions, conforms to the current situation and development trend of the company’s industry, and does not damage the interests of the company and all its shareholders, especially small and medium-sized shareholders.
Therefore, we agree to the plan of Hichain Logistics Co.Ltd(300873) issuing shares to specific objects. For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure. Voting result: 3 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.
(IV) deliberated and passed the proposal on the demonstration and analysis report of the company’s stock issuance scheme to specific objects. In accordance with the relevant provisions of the company law of the people’s Republic of China, 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) and other laws, regulations and normative documents, the company is approved to prepare the demonstration and analysis report of Hichain Logistics Co.Ltd(300873) the stock issuance scheme to specific objects.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting result: 3 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.
(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
Approve the feasibility analysis report on the use of funds raised by Hichain Logistics Co.Ltd(300873) issuing shares to specific objects prepared by the board of directors of the company.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）The feasibility analysis report on the use of funds raised by Hichain Logistics Co.Ltd(300873) issuing shares to specific objects disclosed. Voting result: 3 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.
(VI) deliberated and passed the proposal on the company’s special report on the use of previously raised funds
Approve the special report on the use of Hichain Logistics Co.Ltd(300873) previously raised funds prepared by the board of directors on the use of the company’s previously raised funds.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting result: 3 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.
(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
In order to implement the relevant requirements 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 (CSRC notice [2015] No. 31), protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, The company has formulated the diluted immediate return of this offering and the filling measures taken. All directors, senior managers, controlling shareholders and actual controllers of the company make relevant commitments that the filling return measures of the company can be effectively implemented.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting result: 3 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.
(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.
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting result: 3 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.
(IX) deliberated and passed the proposal on the company’s dividend return plan for shareholders in the next three years (20222024)
In accordance with the requirements of relevant documents such as the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (announcement [2022] No. 3 of China Securities Regulatory Commission) and the relevant provisions of the articles of association of the company, taking into account the operating conditions of the company and other factors, The company has formulated the dividend return plan for Hichain Logistics Co.Ltd(300873) next three years (20222024).
For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
Voting result: 3 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.
Voting result: 3 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.
（11） The proposal on establishing a special account for raising funds by issuing shares to specific objects was deliberated and adopted
In accordance with 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 Listing Rules of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other relevant laws According to the requirements of laws and regulations and normative documents, the company will set up a special account for the raised funds, which is specially used for the centralized storage, management and use of the raised funds, and implement the management of special account and special storage.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
3、 Documents for future reference
1. Hichain Logistics Co.Ltd(300873) the resolution of the second meeting of the third board of supervisors.
