Securities code: Hichain Logistics Co.Ltd(300873) securities abbreviation: Hichain Logistics Co.Ltd(300873) Announcement No.: 2022067 Hichain Logistics Co.Ltd(300873)
Announcement on signing a conditional share subscription contract with specific objects
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.
Hichain Logistics Co.Ltd(300873) (hereinafter referred to as “the company”) held the second meeting of the third board of directors on May 23, 2022, deliberated and approved the proposal on signing the conditional effective share subscription contract between the company and the subscription object of this offering, and agreed that the company and Ms. Liang Chen sign the conditional effective share subscription contract. 1、 Summary of the conditional share subscription contract signed by the company and Liang Chen (I) contract subject and signing time
Party A / issuer: Hichain Logistics Co.Ltd(300873)
Party B / subscriber: Liang Chen
Signed on: May 23, 2022
Name of agreement: conditional share subscription contract (hereinafter referred to as “this Agreement”) (II) subscription method, subscription price, issuance quantity and sales restriction period
1. Subscription method
Party B shall subscribe for the shares issued by Party A in cash.
2. Subscription price and issue quantity
(1) Subscription price
The pricing benchmark date of this offering is the announcement date of the resolution of the second meeting of the third board of directors of Party A.
The pricing benchmark date of Party B’s subscription of Party A’s shares issued this time 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.
(2) Subscription quantity
The total number of shares issued by Party A to specific objects this time shall not exceed 19884877 (including this number), and the number of shares issued shall not exceed 30% of the total share capital of the company before this issuance to specific objects. Party B intends to subscribe no more than 19884877 shares. The final number and subscription amount will be determined by the board of directors of Party A and its authorized persons authorized by the general meeting of shareholders of Party A through consultation with the sponsor (lead underwriter) according to the specific circumstances.
If Party A has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the number of shares issued this time will be adjusted accordingly. The final number of shares issued shall be subject to the number of shares registered by the CSRC for this issuance.
3. Restricted period
The shares subscribed by Party B for this issuance shall not be transferred within 18 months from the date of completion of this issuance (if there are other provisions on the lock-in period of this issuance of shares in laws, regulations and relevant provisions of Shenzhen Stock Exchange, such provisions shall prevail). The shares derived from the shares issued by Party A and obtained by Party B due to the distribution of stock dividends or the conversion of capital reserve into share capital by Party A shall also comply with the above share locking arrangement.
The shares of Party A obtained by Party B through this offering will be unlocked in accordance with the laws and regulations in force at that time and the relevant provisions of Shenzhen Stock Exchange after the expiration of the above-mentioned lock.
(III) establishment and effectiveness of the agreement
This Agreement shall be established from the date when Party A’s designated representative or authorized representative signs and affix the official seal of Party A and Party B signs.
Except that the confidentiality obligations agreed in this Agreement shall come into force from the date of establishment of this agreement, this Agreement shall come into force immediately after all the following conditions are met:
1. This agreement has been established;
2. The issuance has been deliberated and approved by the board of directors and the general meeting of shareholders of Party A;
3. The issuance of shares to specific objects has been reviewed and approved by Shenzhen Stock Exchange and registered with the consent of China Securities Regulatory Commission. (IV) liability for breach of contract clause
1. If one party of this agreement violates the obligations, statements, guarantees and commitments agreed in this agreement, it will constitute a breach of contract. The observant party has the right to require the breaching party to bear the liability for breach of contract, and the breaching party shall be responsible for compensating the observant party for the losses incurred thereby. 2. If the issue of shares to specific objects agreed under this agreement is not approved by (1) Party A’s board of directors and general meeting of shareholders; Or (2) the approval of Shenzhen Stock Exchange and the approval of China Securities Regulatory Commission for registration do not constitute Party A’s breach of contract. 3. If either party fails to perform or partially fails to perform this agreement due to force majeure without its own fault, it shall not be deemed as a breach of contract, but shall take all necessary relief measures to reduce the losses caused by force majeure if conditions permit. In case of force majeure, the party shall notify the other party of the event in writing as soon as possible, and submit a report on the reasons for the failure or partial failure to perform the obligations of this Agreement and the need to delay the performance to the other party within 15 days after the occurrence of the event. If the force majeure event lasts for more than 30 days, either party has the right to terminate this agreement by written notice. 2、 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
