Zhongshan Securities Co., Ltd
About Nanjing Shenghang Shipping Co.Ltd(001205)
Verification opinions on ratification of related party transactions
Zhongshan Securities Co., Ltd. (hereinafter referred to as "Zhongshan securities" or "the sponsor") as a sponsor of initial public offering and listing of Nanjing Shenghang Shipping Co.Ltd(001205) (hereinafter referred to as "001205}" or "the company"), in accordance with the measures for the administration of securities issuance and listing sponsorship business and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange The Listing Rules of Shenzhen Stock Exchange and other relevant provisions have carefully verified the joint investment and establishment of Jiaxing Chunsu equity investment partnership (limited partnership) (hereinafter referred to as "fund") and related party transactions with senior managers Li Guanghong and Chen shushai deliberated and approved at the 16th meeting of the third board of directors of Nanjing Shenghang Shipping Co.Ltd(001205) , The verification conditions and opinions are as follows:
1、 Overview of this investment and related party transactions
In order to further expand and improve the comprehensive profitability, on January 13, 2022, the company invested 10 million yuan with its own funds to establish a fund with professional institutions Tibet Jinyuan Investment Management Co., Ltd. (hereinafter referred to as "fund manager"), senior managers of the company, Mr. Li Guanghong, Mr. Chen shushai, and 13 other natural persons, And signed the partnership agreement of Jiaxing Chunsu equity investment partnership (limited partnership) (hereinafter referred to as the "partnership agreement").
The fund is invested in Qinghai Lihao semiconductor materials Co., Ltd. in the form of convertible bonds. 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.
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.
The company held the 16th meeting of the third board of directors on February 18, 2022, and deliberated and adopted the proposal on ratification of joint investment and related party transactions with professional institutions. After deliberation and approval by the board of directors, the company supplemented and ratified the above related party transactions, and the independent directors 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 Listing Rules of Shenzhen Stock Exchange (revised in 2022) and the articles of association, this joint investment and related party transaction need not be submitted to the general meeting of shareholders for deliberation. This joint investment and related party transaction does not constitute a major asset reorganization specified in the measures for the Administration of major asset reorganization of listed companies and does not constitute a reorganization and listing, Approval from relevant authorities is not required.
2、 Basic information of related parties
The connected natural persons involved in this connected transaction 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.
3、 Basic information of the investment object
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. Subscribed capital contribution of partners:
Partner name partner type capital contribution method subscribed capital contribution (10000 yuan) capital contribution proportion
Currency of general partner of Tibet Jinyuan Investment Management Co., Ltd. 150 2.80%
Nanjing Shenghang Shipping Co.Ltd(001205) limited partner currency 1000 18.69%
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 100 1.87% rosenwood 100 1.87% Huang Qingwen 100 1.87% Geng Hongbin 10 0 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 operation period, the enterprise may extend the operation period upon the proposal of the executive partner and the consent of all partners. If the proposal to extend the business term is not agreed by all partners, the executive partner shall actively realize the assets of the enterprise on the principle of maximizing interests.
4、 Pricing policy and basis of related party transactions
The establishment of the fund is based on the principle of equality and mutual benefit. After friendly negotiation, all parties contribute in monetary form. Their rights and obligations are clear, in line with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and its shareholders.
5、 Transaction purpose, impact on listed companies and existing risks
The purpose of the company's joint investment and establishment of investment partnership with professional institutions is to rely on the industry experience, management and resource advantages of fund managers, expand the company's comprehensive profit channels, explore new market opportunities, and lay a good foundation for the company's high-quality development and better return to shareholders. This investment is invested by the company with its own funds on the premise of ensuring the development of its main business, which will not affect the normal production and operation activities of the company, will not have a significant adverse impact on the current financial and operating conditions of the company, and will not damage the interests of the company and all shareholders.
The investment activities carried out by the partnership may be subject to changes in national policies, socio-economic environment and other factors, resulting in certain policy risks. When the partnership carries out equity investment, project investment and other businesses, there may be risks affected by investment decision-making, resource allocation, industry competition, risk control and other factors.
After the establishment and management of the fund, we will fully understand the uncertainty of the overall investment and development process of the company, and fully grasp the uncertainty of the overall investment and management of the company, so as to reduce the risks in the overall investment process, Reduce the risk of investment failure or loss and safeguard the interests of the company and all shareholders.
6、 The total amount of various related party transactions with the related party from the beginning of this year to the disclosure date
Except for this transaction and the salary and bonus received by Li Guanghong and Chen shushai, the company has no other related transactions with related natural persons Li Guanghong and Chen shushai.
7、 Comments of interested parties
(I) prior approval opinions of independent directors
Before this ratification of joint investment and related party transactions with professional institutions, the company explained the specific situation to us, provided relevant materials and conducted necessary communication. We have conducted a pre audit on the matter and believe that there is no damage to the interests of the company and all shareholders in the company's joint investment and related party transactions with professional institutions. For the above matters of joint investment and related party transactions with professional institutions, which were not submitted to the board of directors for deliberation and approval in time, the company and relevant departments were reminded to pay high attention to prevent similar situations from happening again. We unanimously agreed on the matter and submitted it to the board of directors for deliberation.
(II) opinions of independent directors
The company's joint investment and related party transactions with professional institutions will not affect the company's normal business activities. This matter follows the principles of voluntariness, fairness, rationality and consensus through consultation, and there is no behavior that damages the interests of the company, non related shareholders and minority shareholders. The procedures for the board of directors of the company to review, vote and ratify joint investment and related party transactions with professional institutions comply with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents and the articles of association, and the procedures are legal and effective. In conclusion, we agree that the company will ratify the joint investment and related party transactions with professional institutions.
(III) opinions of the board of supervisors
The company's ratification of joint investment and related party transactions with professional institutions will not affect the independence of the company, nor will it damage the overall interests of the company and the legitimate rights and interests of minority shareholders, which is conducive to the sustainable and steady development of the company. This ratification of joint investment and related party transactions with professional institutions has performed the necessary legal procedures, which comply with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents and the articles of association, and the procedures are legal and effective.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Nanjing Shenghang Shipping Co.Ltd(001205) the related party transaction of the fund jointly invested and established with the company's senior managers Li Guanghong and Chen shushai is the company's use of its own funds to expand the company's comprehensive profit channels on the premise of ensuring the development of its main business, which will not affect the company's normal production and operation activities, It will not have a significant adverse impact on the current financial and operating conditions of the company. Due to the deviation of the company's understanding of the types of related party transactions and the failure to identify this matter as related party transactions in time, the company failed to timely perform the approval procedures of the board of directors and disclose information according to the types of related party transactions, and there was no intentional concealment.
The above-mentioned connected transactions have been recognized and expressed independent opinions by the independent directors of the company, which have been deliberated and approved by the 16th meeting of the third board of directors and the 11th meeting of the third board of supervisors, and the necessary approval procedures have been performed.
Zhongshan securities has no objection to the ratification of the company's joint investment in related party transactions with related parties.
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(there is no text on this page, which is the signature and seal page of the verification opinions of Zhongshan Securities Co., Ltd. on Nanjing Shenghang Shipping Co.Ltd(001205) ratification of related party transactions)
Signature of sponsor representative:
Liu Quan, Wang Tianhong
Zhongshan Securities Co., Ltd. date, 2022
