Securities code: 001205 securities abbreviation: Nanjing Shenghang Shipping Co.Ltd(001205) Announcement No.: 2022-012 Nanjing Shenghang Shipping Co.Ltd(001205)
Announcement on ratification of joint investment and related party transactions with professional institutions
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、 Overview of foreign investment and related party transactions
(I) basic information of foreign investment
In order to further expand and improve the comprehensive profitability, on January 13, 2022, Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as "the company") invested RMB 10 million with its own funds, and cooperated with professional institutions Tibet Jinyuan Investment Management Co., Ltd. (hereinafter referred to as "the fund manager"), senior managers of the company, Mr. Li Guanghong and Mr. Chen shushai, And 13 other natural persons jointly invested and established "Jiaxing Chunsu equity investment partnership (limited partnership)" (hereinafter referred to as the "fund"), and signed the partnership agreement of Jiaxing Chunsu equity investment partnership (limited partnership) (hereinafter referred to as the "partnership agreement"), and all partners have completed their paid in capital contributions.
The fund invested in Qinghai Lihao semiconductor materials Co., Ltd. in the form of convertible bonds. Qinghai Lihao semiconductor materials Co., Ltd. is a large private science and technology enterprise engaged in the R & D, production and sales of production processes of high-purity silicon crystals and other semiconductor materials. The establishment scale of the fund is 53.5 million yuan, of which the fund manager is the general partner, and the subscribed capital contribution is 1.5 million yuan; The company is a limited partner with a subscribed capital contribution of RMB 10 million; Chen shushai is a limited partner with a subscribed capital contribution of RMB 3.6 million; Li Guanghong is a limited partner, with a subscribed capital contribution of RMB 2.6 million. The other 13 natural partners are limited partners, with a total subscribed capital contribution of RMB 35.8 million.
(II) related party transactions
This time, the company invested and established the fund together with the senior managers Mr. Li Guanghong and Mr. Chen shushai, and the two are the related natural persons of the company. According to the provisions of the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 7 - transactions and related party transactions, the company's joint investment with related natural persons Mr. Li Guanghong and Mr. Chen shushai constitutes related party transactions.
(III) review procedures of this transaction
The company held the 16th meeting of the third board of directors on February 18, 2022, deliberated and adopted the proposal on ratification of joint investment and related party transactions with professional institutions. After deliberation, the board of directors agreed to supplement the ratification of joint investment and related party transactions with professional institutions, The independent directors have issued prior approval opinions and agreed independent opinions on the joint investment and related party transactions with professional institutions. On the same day, the company held the 11th meeting of the third board of supervisors and deliberated and adopted the proposal on ratification of joint investment and related party transactions with professional institutions. According to the provisions of the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) and the articles of association, this connected transaction does not need to be submitted to the general meeting of shareholders for deliberation. This connected transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization listing, and does not need to be approved by relevant departments.
2、 Basic information of related parties such as related parties, general partners and limited partners
(I) related parties
The related natural persons involved in the related joint investment are Mr. Li Guanghong and Mr. Chen shushai. Mr. Li Guanghong is the general manager of the company, and Mr. Chen shushai is the deputy general manager and Secretary of the board of directors.
(II) general partner (fund manager)
Name: Tibet Jinyuan Investment Management Co., Ltd
Unified social credit Code: 9154009132371056q
Legal representative: Duan Xiaoguang
Registered capital: 100 million yuan
Enterprise type: limited liability company
Date of establishment: May 22, 2015
Address: No. 003, room 720, block a, No. 7, linqionggang East 1st Road, Lhasa Economic and Technological Development Zone
Business scope: Investment Management (excluding financial and brokerage businesses; not allowed to raise funds, absorb public deposits and issue loans in public; not allowed to engage in Securities and futures investment; not allowed to publicly trade securities investment products or financial derivatives; not allowed to operate financial products, financial products and related derivative businesses); Economic information consultation (for projects that must be approved according to law, the activity can be operated only after being approved by relevant departments).
Ownership structure:
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio
Jinyu Bogor Investment Management Co., Ltd. 10000 100%
Total 10000 100%
Affiliated relationship: Duan Xiaoguang, the limited partner of the fund, is the legal representative of the fund manager. In addition, except that Mr. Li Guanghong and Mr. Chen shushai, senior managers of the company, participate in the investment of the fund, the fund manager has no relationship or interest arrangement with the company and its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and other senior managers, and does not hold the shares of the company directly or indirectly. Registration and filing: Tibet Jinyuan Investment Management Co., Ltd. has completed the registration procedures of fund managers in accordance with the Interim Measures for the supervision and administration of private investment funds and the Trial Measures for the registration and filing of private investment fund managers. The registration code is [p1018011].
After verification, the fund manager does not belong to the dishonest executee.
(III) limited partners
Name / residence of limited partner unified social credit code / ID card
China (Jiangsu) free trade
Nanjing Shenghang Shipping Co.Ltd(001205)
Xinglong Road, Nanjing area, test area 9132010013498587x7
(the company)
Building 7, No. 12
Duan Xiaoguang, Futian District, Shenzhen 320106************
Zhao Bin, Nanshan District, Shenzhen 440304************
Cao Xiaoxing, Jing'an District, Shanghai 320623************
140106 Xiaodian District, Taiyuan************
Cui Peng Xinghualing District, Taiyuan 142601************
Chen shushai, Xuanwu District, Nanjing 340302************
Luo Yi, Gulou District, Nanjing 320106************
Li Guanghong, Yangpu District, Shanghai 320925************
Zhao Yong, Tunliu County, Shanxi Province 140424************
Liang Xiaotong, Luohu District, Shenzhen 440203************
Li Yong, Yuhuatai District, Nanjing 320106************
Rosenwen Shenzhen Futian District 440301************
Huang Qingwen, Futian District, Shenzhen 440301************
Geng Hongbin, Chongchuan District, Nantong 320611************
Feng Guangyi, Yangpu District, Shanghai 310110************
3、 Basic information of partnership
Fund Name: Jiaxing Chunsu equity investment partnership (limited partnership)
Fund size: 53.5 million yuan
Organizational form: limited partnership
Executive partner: Tibet Jinyuan Investment Management Co., Ltd
Registered address: room 177-94, building 1, fund Town, No. 1856, Nanjiang Road, dongzha street, Nanhu District, Jiaxing City, Zhejiang Province
Business scope: general items: equity investment (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license).
Investment field: the enterprise specially invests in Qinghai Lihao semiconductor materials Co., Ltd. in the form of convertible bonds. Qinghai Lihao semiconductor materials Co., Ltd. is a large private scientific and technological enterprise engaged in the R & D, production and sales of the production process of high-purity crystalline silicon and other semiconductor materials.
Subscribed capital contribution of partners:
Subscribed capital contribution
Partner name partner type contribution method contribution proportion
(10000 yuan)
Currency of general partner of Tibet Jinyuan Investment Management Co., Ltd. 150 2.80%
Nanjing Shenghang Shipping Co.Ltd(001205) currency 1000 18.69%
Limited partners
Duan Xiaoguang currency 200 3.74%
Zhao Bin currency 1100 20.56%
Cao Xiaoxing currency 500 9.35%
Qu Yang currency 300 5.61%
Cui Peng currency 280 5.23%
Chen shushai currency 360 6.73%
Luo Yi currency 300 5.61%
Li Guanghong currency 260 4.86%
Zhao Yong currency 200 3.74%
Liang Xiaotong currency 200 3.74%
Li Yong currency 100 1.87%
Rosen 100 1.87%
Huang Qingwen currency 100 1.87%
Geng Hongbin currency 100 1.87%
Feng Guangyi currency 100 1.87%
Total - 5350 100%
Business term: the business term is 7 years, calculated from the date of the first issuance of the business license of the enterprise. If all the investment projects of the enterprise have not been withdrawn three months before the expiration of the business term, the enterprise shall be approved upon the proposal of the executive partner and the consent of all partners
