Notice on Jiangsu Xinning Modern Logistics Co.Ltd(300013) gem notice [2022] No. 111 Jiangsu Xinning Modern Logistics Co.Ltd(300013) board of directors:
On February 8, 2022, your company disclosed the announcement that the board of directors received the letter from the company’s shareholders requesting the convening of the extraordinary general meeting of shareholders. The shareholder Henan Zhongyuan Financial Holding Co., Ltd. (hereinafter referred to as “Zhongyuan financial holding”) and the joint shareholder Zeng Zhuo requested the company to convene the extraordinary general meeting of shareholders and put forward the proposal on the by election of non independent directors of the Fifth Board of directors of the company, The proposal to approve the by election of Hu Shihan and Li Chaojie as non independent directors of the Fifth Board of directors is submitted to the general meeting of shareholders of the company for deliberation. The board of directors of your company refuses to accept the proposal of Zhongyuan Financial Holding Co., Ltd. and Zeng Zhuo, and will not start the relevant procedures of shareholders’ request for convening the general meeting of shareholders. On February 9, 2022, your company disclosed the announcement that the board of supervisors received the letter from the company’s shareholders requesting the convening of the extraordinary general meeting of shareholders. The announcement showed that the board of supervisors refused to accept the proposal of Zhongyuan Financial Holding Co., Ltd. and Zeng Zhuo, and did not start the relevant procedures of shareholders requesting the convening of the general meeting of shareholders. Our department expressed concern about this. Please verify and explain the following problems. 1. The announcement shows that the reason why your company refuses to accept the proposal and proposal of Zhongyuan Financial Holding Co., Ltd. and Zeng Zhuo is that Zeng Zhuo, one of the convening shareholders, is under a series of circumstances, which is not allowed to acquire a listed company as stipulated in Item (I) of paragraph 2 of Article 6 of the administrative measures for the acquisition of listed companies. Please explain the basis and rationality of your company that Zeng Zhuo’s proposal constitutes an acquisition and can realize control over the company in combination with the composition of your company’s board of directors and shareholders’ shareholding. Please give your opinion.
2. The announcement shows that Zhongyuan financial holding and Zeng Zhuo believe that Zeng Zhuo has no intention to acquire the company, and promise and guarantee that they will not make any behavior or plan to increase their shares in the company or seek control of the company in the next 12 months. The two candidates for directors are nominated by Zhongyuan financial holding, which has nothing to do with Zeng Zhuo. This proposal does not constitute Zhongyuan financial holding’s behavior of seeking control of listed companies. Even if the two directors nominated by Zhongyuan financial holding are elected, Zhongyuan financial holding still has not more than half of the seats on the board of directors.
(1) Our department is concerned that Zeng Zhuo and Zhongyuan financial holding hold hold 8.13% and 7.43% of the shares of the company respectively, and the total proportion of holding the shares of the company is 15.56%. Please explain Zeng Zhuo’s reasons for nominating director candidates in this joint venture with Zhongyuan financial holding without any intention to acquire the company, whether there is any situation of cooperating with Zhongyuan financial holding to request the convening of an extraordinary general meeting of shareholders, whether there is a concerted action agreement with Zhongyuan financial holding, and whether there are other agreements with Zhongyuan financial holding that should be disclosed but not disclosed.
(2) According to the letter on proposing to hold Jiangsu Xinning Modern Logistics Co.Ltd(300013) extraordinary general meeting of shareholders reported by the company to our department, the two non independent directors nominated this time are Hu Shihan and Li Chaojie, of which Hu Shihan is currently the deputy general manager of Zhongyuan financial holding (Shenzhen) Investment Co., Ltd; From December 2020 to December 2021, Li Chaojie served as deputy general manager of Guangzhou Yicheng Transportation Information Co., Ltd. (hereinafter referred to as “Yicheng information”). Please explain whether Li Chaojie currently works in the company. If he leaves, please explain the reasons for his resignation.
In addition, our department is concerned that Zeng Zhuo was the chairman and legal person of Yicheng information from 2005 to the time when Yicheng information was acquired by the company. Before the acquisition, Zeng Zhuo held 47.85% of Yicheng information. Please explain whether the non independent director candidate Li Chaojie is nominated by Zeng Zhuo. Please explain the background of nominating Li Chaojie, the communication time and communication process with Li Chaojie, and the reason and rationality of nominating Li Chaojie when Yicheng information has been stripped off by the company.
(2) Please explain whether Zhongyuan financial holding and Zeng Zhuo can control the voting results of the general meeting of shareholders in combination with the equity distribution of the company and whether they have signed an agreement on entrusted voting rights or concerted action with Zeng Zhuo. Combined with the nomination composition of the board of directors, explain the reasons why the board of directors cannot be controlled.
Your company and relevant parties are requested to make written explanations on the above matters, submit relevant explanatory materials to our department for disclosure before February 18, 2022, and send a copy to the listed company supervision division of Jiangsu securities regulatory bureau.
At the same time, remind your company and related parties that listed companies and related parties must operate in accordance with national laws and regulations and the Shenzhen Stock Exchange GEM Listing Rules, and earnestly and timely fulfill the obligation of information disclosure. All members of the board of directors of a listed company must ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint liabilities for their guarantee.
This is to inform you.
Gem company management department
February 13, 2022
