Hichain Logistics Co.Ltd(300873) 2022 stock issuance plan to specific objects
May, 2002
statement
1. The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the false records, misleading statements or major omissions in the plan.
2. This plan is prepared in accordance with 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 regulations.
3. After the issuance of shares to specific objects, the company shall be responsible for the changes in the company’s operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
4. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects. Any statement to the contrary is untrue.
5. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
6. The matters mentioned in this plan do not represent the substantive judgment, confirmation or approval of the examination and approval authority on matters related to the issuance of shares to specific objects. The specific matters of the company to be reviewed and approved by the Shenzhen Stock Exchange and the relevant matters to be approved by the Shenzhen Stock Exchange shall be completed and registered with the CSRC.
Important tips
1、 The matters related to the issuance of shares to specific objects have been deliberated and adopted at the second meeting of the third board of directors of the company. According to the provisions of relevant laws and regulations, the plan of issuing shares to specific objects can only be implemented after being reviewed and approved by the general meeting of shareholders of the company, reviewed and approved by Shenzhen Stock Exchange and registered by China Securities Regulatory Commission. There is still uncertainty about whether the above review and approval, approval and registration can be obtained, and investors should pay attention to the relevant risks.
2、 Ms. Liang Chen is the target of this issuance of shares to specific objects. The issuer subscribes for the shares issued this time in cash. Ms. Liang Chen is one of the controlling shareholders and actual controllers of the issuer, and serves as the chairman and general manager of the company. Before this transaction, she directly held 30.26% of the shares of the company and indirectly held 8.02% of the shares of the company through Wujiang Brothers Investment Center (limited partnership). Therefore, this issuance of shares to specific objects constitutes a connected transaction.
3、 The benchmark date for pricing the issuance of shares to specific objects is the announcement date of the resolution of the second meeting of the third board of directors. The issue price is 19.11 yuan / share, and the issue price shall not be less than 80% of the average price of A-Shares of the company on the 20 trading days before the pricing benchmark date (the average price of shares on the 20 trading days before the pricing benchmark date = the total amount of shares traded on the 20 trading days before the pricing benchmark date ÷ the total amount of shares traded on the 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.
4、 The total number of shares issued to specific objects this time shall not exceed 19884877 (including this number), and shall not exceed 30% of the total share capital of the company before this issuance. If the company’s shares have ex dividend and ex right behaviors such as dividend distribution, bonus shares, conversion to share capital, additional issuance of new shares or allotment between the pricing base date and the issuance date, the upper limit of the number of shares issued will be adjusted accordingly. If the securities regulatory authority has the latest regulations, regulatory opinions or review requirements on the number of shares issued to specific objects, the company will adjust the number of shares issued this time according to the latest regulations, regulatory opinions or review requirements, and the final number of shares issued will be determined by the board of directors through consultation with the lead underwriter of this issuance according to the authorization of the general meeting of shareholders and the actual situation.
5、 Before this issuance, the controlling shareholder of the company was Ms. Liang Chen, and the actual controllers were Ms. Liang Chen and Mr. Liang Zhirui (formerly known as Yang Xi). After this issuance, the actual control right of the company will not be changed, and the equity distribution of the company will not meet the listing conditions.
6、 The total amount of funds raised by the company from the issuance of shares to specific objects this time shall not exceed 380 million yuan (including this amount), which shall be used to supplement the working capital of the company after deducting the issuance expenses.
7、 The shares subscribed by the issuer this time shall not be transferred within 18 months from the date of completion of issuance. If the securities regulatory authority and the exchange have other provisions on the lock-in period of the shares issued this time, such provisions shall apply. From the closing date of this offering to the expiration of the restricted sale period, the increased shares of the shares of this offering held by the issuing object due to the company’s share offering, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the restricted sale period.
8、 The company fully considers the return on investment to shareholders and takes into account the growth and development of the company, and formulates profit distribution policies in line with the actual situation of the company. In accordance with the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other provisions of the CSRC, the company has formulated the shareholder dividend return plan for the next three years (20222024). See “section VI formulation and implementation of the company’s profit distribution policy” in this plan for details.
9、 According to the guidance on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return issued by the CSRC and other relevant regulations, the company has formulated measures to fill the diluted immediate return after issuing shares to specific objects. The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the implementation of the filling measures with diluted immediate return.
10、 The board of directors specially reminds investors to carefully read the relevant contents of “VI. risk factors related to this stock issuance” in “section V discussion and analysis of the board of directors on the impact of this issuance on the company” of this plan, and pay attention to investment risks.
Section I summary of this issuance scheme
1、 Basic information of the issuer
Chinese Name: Hichain Logistics Co.Ltd(300873)
English Name: hichain Logistics Co., Ltd
Stock abbreviation: Hichain Logistics Co.Ltd(300873)
Registration No. / unified social credit Code: 913205095810498801
Stock Code: Hichain Logistics Co.Ltd(300873)
Stock Exchange: Shenzhen Stock Exchange
Registered capital: 2133333400 yuan
Legal representative: Liang Chen
Date of establishment: August 18, 2011
Address: No. 111, Quanhai Road, Wujiang Economic Development Zone, Suzhou, Jiangsu
Postal Code: 215200
Tel.: 0512630308888820
Fax: 051263030684
Secretary of the board of directors: Gao yubiao
Internet address: http://www.hichain.com./
Email: [email protected].
2、 Background and purpose of this issuance
(I) background of this issuance
1. National policies encourage the deep integration of logistics and manufacturing
In March 2019, the national development and Reform Commission issued the opinions on promoting the high-quality development of logistics and promoting the formation of a strong Chinese market, so as to improve the ability of high-quality logistics to serve the real economy and promote the deep integration of modern logistics industry and manufacturing industry.
In September 2020, 14 departments and units including the national development and Reform Commission jointly issued the implementation plan for promoting the deep integration and innovative development of logistics and manufacturing industry, promoting the close cooperation between manufacturing enterprises and third-party logistics and express delivery enterprises, introducing professional logistics solutions, introducing logistics enterprises to tailor logistics solutions such as supply chain management inventory, line logistics and supply chain integration services for manufacturing enterprises, and enhancing flexible manufacturing Agile manufacturing capability. The introduction of relevant policies is conducive to the steady and healthy development of the industry and further promote the growth of the industry market.
2. The market demand for modern integrated supply chain service outsourcing continues to increase
China is moving towards a manufacturing power. A strong, intelligent and safe manufacturing supply chain logistics system is the core competitiveness of moving from a manufacturing power to a manufacturing power. With the rising cost of human resources and the improvement of business complexity, under the law of more and more detailed social division of labor, in order to focus on the core business, save costs, improve the utilization efficiency of resources and concentrate resources to enhance the core competitiveness of enterprises, it is becoming a trend for manufacturing enterprises to spin off the supply chain logistics business and outsource it to modern comprehensive supply chain service enterprises. According to relevant industry data, the scale of China’s outsourcing logistics market will reach 6.5 trillion yuan in 2020 and 9.2 trillion yuan in 2025, with a compound annual growth rate of 7.1%. The continuous growth of market demand has laid a solid foundation for the development of enterprises in the industry.
3. Downstream industries grew steadily, and 3C electronic manufacturing and new energy vehicle industries enjoyed high prosperity
The company mainly serves 3C electronic products, new energy vehicles, special materials, household appliances and other manufacturing industries. At present, China is the main production base and consumer market of the global consumer electronics manufacturing industry. In recent years, with the rapid growth of new consumer electronics products represented by Internet of things devices and wearable devices, China’s electronic manufacturing industry has also maintained a steady growth trend. According to the data of the Ministry of industry and information technology, in 2021, the added value of China’s electronic information manufacturing industry above designated size increased by 15.7% compared with 2020, and the growth rate reached a new high in recent ten years; The export delivery value of electronic information manufacturing enterprises above designated size increased by 12.7% over the previous year, and the growth rate accelerated by 6.3 percentage points over the previous year.
In the field of new energy vehicles, the global automobile industry is developing towards electrification and intelligence, and the long-term development prospect of new energy vehicles is clear. According to version 2.0 of the technology roadmap for energy saving and new energy vehicles prepared by China Society of automotive engineering and the Ministry of industry and information technology, the sales of new energy vehicles will account for about 20% of the total sales in 2025; In 2030, the sales of new energy vehicles will account for about 40% of the total sales. According to the data of the Ministry of industry and information technology, the sales volume of Shanxi Guoxin Energy Corporation Limited(600617) vehicles in the middle of 2021 was 3.521 million, an increase of 1.6 times year-on-year, and the industry maintained a high outlook.
(II) purpose of this issuance
1. Guarantee the funds needed for future development and improve the business undertaking capacity
The company provides digital and integrated supply chain logistics solutions and operation services for the manufacturing industry. With the expansion of the company’s business scale, the company’s demand for working capital is also increasing. Through the funds raised by issuing shares to specific objects, the company can obtain solid capital guarantee for future business development, so as to further maintain and improve the company’s sustainable profitability.
2. Enhance capital strength and improve anti risk ability
With the expansion of the company’s business scale and the implementation of the company’s development strategy, the company’s capital demand is gradually increasing. The issuance of shares to specific objects to raise funds will effectively enhance the liquidity level in the development process of the company, provide financial support for the business development of the company, and help the company enhance its capital strength, improve its anti risk ability and further enhance its core competitiveness.
3. Increase the shareholding ratio of the actual controller and maintain the long-term and stable development of the company
As of the issuance date of this plan, Ms. Liang Chen, the controlling shareholder and actual controller of the company, directly holds 30.26% of the shares of the company and indirectly holds 8.02% of the shares of the company through Wujiang Brothers Investment Center (limited partnership). As the issuing object, Ms. Liang Chen fully subscribes for the shares issued to specific objects. If the issue is successfully implemented, Ms. Liang Chen’s shareholding ratio will be further improved, consolidate her holding position in the company and enhance the stability of the company’s control. 3、 Issuing object and its relationship with the company
The issuing object is Ms. Liang Chen, and the issuing object complies with the provisions of laws and regulations. The issuing object subscribes for the shares issued to specific objects in cash. Ms. Liang Chen, one of the controlling shareholders and actual controllers of the company, served as the chairman and general manager of the company. Before this issuance, she directly held 30.26% of the shares of the company and indirectly held 8.02% of the shares of the company through Wujiang Brothers Investment Center (limited partnership). The object of this issuance has a related relationship with the company, and this issuance constitutes a related party transaction. 4、 Summary of the plan for issuing shares to specific objects this time
(I) type 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.
(II) issuance method
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.
(III) issuing object and subscription method
The subscription object of this issuance is Ms. 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.
(IV) 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 national laws, regulations and other relevant provisions have new provisions on the issue price and pricing principle of shares issued to specific objects, the company will adjust them in accordance with the new provisions
