Xingtong Shipping Co., Ltd
Xingtong Shipping Co., Ltd.
(floor 8-9, Xingtong shipping building, No. 295, Yifeng East Road, Quangang District, Quanzhou City, Fujian Province)
IPO prospectus
Sponsor (lead underwriter)
(North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
February, 2002
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The number of shares issued is 50 million, accounting for 25% of the total share capital after issuance. This issuance adopts the method of issuing all new shares, and the shareholders of the company do not offer shares to the public
The par value of each share is RMB 1.00
Issue price: 21.52 yuan / share
Issue date: March 15, 2022
Stock exchange to be listed Shanghai Stock Exchange
The total share capital after issuance is 200 million shares
(I) commitments of controlling shareholders and actual controllers
Chen Xingming, the controlling shareholder of the company and the actual controllers, Chen Xingming, Chen Qilong, Chen Qide and Chen Qifeng, promise:
1. Except for the exemption specified in the Listing Rules of Shanghai Stock Exchange, the company shall not transfer or entrust others to manage the shares directly or indirectly held by itself that have been issued before the company’s public offering of shares within 36 months from the date of listing of the company’s shares, nor shall the company repurchase such shares. At the same time, I will take the initiative to report to the company my direct or indirect shares in the company and their changes.
2. If the shares held are reduced within 2 years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; Within 6 months after the listing of the company, if the closing price of the company’s shares for 20 consecutive trading days is lower than the issuing price of the offering held by the shareholders before the offering, or the closing price at the end of 6 months after the listing is lower than the circulation limit of the offering and the issuing price of the shareholders’ bank, the company’s shares held by me will be automatically locked up voluntarily after the expiration of the above-mentioned locking period
A six-month lock-in period; During the extended lock up period, the company will not transfer or entrust others to manage the shares directly or indirectly held by the company before this issuance, nor will the company repurchase this part of the shares.
3. After the expiration of the above lock-in period, during my tenure as a director, supervisor and senior manager of the company, the shares transferred each year shall not exceed 25% of the total shares of the company directly or indirectly held by me, and the shares of the company directly or indirectly held by me shall not be transferred within half a year after my resignation.
4. If the CSRC and / or the stock exchange have special provisions or higher requirements for the above lock-in period arrangement, I will implement them in accordance with the relevant provisions or requirements of the CSRC and / or the stock exchange.
5. I will not give up my commitment due to job change, resignation and other reasons
Promise that I will turn over the income that does not meet the promise to the company, bear the corresponding legal consequences, and compensate the losses caused to the company or investors due to the failure to fulfill the promise.
(II) commitments of other shareholders holding more than 5%
Other shareholders holding more than 5% shares, Hehai investment, Zhang Wenjin, Wang Lianghua, Ke Wenli and Chen Qinghong promise:
1. Within 12 months from the date of listing of the company’s shares, the company will not transfer or entrust others to manage the shares directly or indirectly held by the enterprise / myself that have been issued before the company’s public offering of shares, nor will the company repurchase such shares. At the same time, the company / I will take the initiative to report to the company the company’s shares directly or indirectly held by the company / I and their changes.
2. In case of violation of the above commitments, the enterprise / I will turn over the income that does not meet the commitments to the company, bear the corresponding legal consequences and compensate the losses caused to the company or investors due to the failure to fulfill the commitments.
3. If the CSRC and / or the stock exchange have special provisions or higher requirements for the above lock-in period arrangement, the enterprise / I will implement it in accordance with the relevant provisions or requirements of the CSRC and / or the stock exchange.
(III) commitments of new shareholders within 12 months before the declaration
Within 12 months before the declaration, the newly added shareholders Mingcheng Zhihui phase I, Zhongding No. 5, Jianfa No. 3, Riying investment, Chen Qinghong, Tianjian Fuhai No. 1, Rongsheng venture capital, Tianjian Fuhai No. 5 and Zhongding Zhanlan promise:
1. Within 12 months from the date of listing of the company’s shares or within 36 months from the date of acquiring the shares issued before the company’s initial public offering (whichever is later), The company will not transfer or entrust others to manage the shares issued before the public offering of the company’s shares directly or indirectly held by the enterprise / myself, nor will the company repurchase such shares.
2. In case of violation of the above commitments, the enterprise / I will turn over the income that does not meet the commitments to the company, bear the corresponding legal consequences and compensate the losses caused to the company or investors due to the failure to fulfill the commitments.
3. If the CSRC and / or the stock exchange have special provisions or higher requirements for the above lock-in period arrangement, the enterprise / I will implement it in accordance with the relevant provisions or requirements of the CSRC and / or the stock exchange.
(IV) commitment of directors, supervisors and senior managers
Chen Xingming, Chen Qilong, Chen Qide, Chen Qifeng, Zhang Wenjin, Wang Lianghua, Ke Wenli and Wu Zhiyang, the directors, supervisors and senior managers holding shares of the company, promise:
1. Within 12 months from the date of listing of the company’s shares, the company will not transfer or entrust others to manage the shares directly or indirectly held by itself that have been issued before the company’s public offering of shares, nor will it be issued by the public
The Company repurchased the shares.
2. If the shares held are reduced within 2 years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; Within 6 months after the listing of the company, if the closing price of the company’s shares for 20 consecutive trading days is lower than the issue price of this issuance, or the closing price at the end of 6 months after the listing is lower than the issue price of this issuance, the lock up period of the company’s shares held by me will be automatically extended for 6 months after the expiration of the above lock up period; During the extended lock up period, the company will not transfer or entrust others to manage the shares directly or indirectly held by the company before this issuance, nor will the company repurchase this part of the shares.
3. After the expiration of the above lock-in period, during my tenure as a director, supervisor and senior manager of the company, the shares transferred each year shall not exceed 25% of the total shares of the company directly or indirectly held by me, and the shares of the company directly or indirectly held by me shall not be transferred within half a year after my resignation.
4. If the CSRC and / or the stock exchange have special provisions or higher requirements for the above lock-in period arrangement, I will implement them in accordance with the relevant provisions or requirements of the CSRC and / or the stock exchange.
5. I will not give up my commitment due to job change, resignation and other reasons. If I violate the above commitment, I will turn over the income that does not meet the commitment to the company, bear the corresponding legal consequences, and compensate the losses caused to the company or investors due to the failure to fulfill the commitment.
Sponsor (lead underwriter) Citic Securities Company Limited(600030)
Date of signature: February 21, 2022
Statement
The issuer and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting agency shall ensure that the financial and accounting materials in the prospectus and its abstract are true and complete.
The sponsor promises to compensate the investors in advance for the losses caused to the investors due to the false records, misleading statements or major omissions in the documents prepared and issued for the issuer’s initial public offering of shares.
Any decision or opinion made by the CSRC and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the value of the issuer’s shares or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the shares are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks caused by the changes.
If investors have any questions about this prospectus and its abstract, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Tips on major issues
The company specially reminds investors to carefully read the full text of this prospectus and pay special attention to the following important matters: I. commitment on share restriction (I) commitment of controlling shareholders and actual controllers
Chen Xingming, the controlling shareholder of the company, and Chen Xingming, Chen Qilong, Chen Qide and Chen Qifeng, the actual controllers of the company, promise: 1. Except for the exemption stipulated in the Listing Rules of Shanghai Stock Exchange, within 36 months from the date of listing of the company’s shares, they will not transfer or entrust others to manage the shares issued before the public offering of the company’s shares held directly or indirectly by themselves, Nor will the company repurchase this part of the shares. At the same time, I will take the initiative to report to the company my direct or indirect shares in the company and their changes.
2. If the shares held are reduced within 2 years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; Within 6 months after the listing of the company, if the closing price of the company’s shares for 20 consecutive trading days is lower than the issue price of this issuance, or the closing price at the end of 6 months after the listing is lower than the issue price of this issuance, the lock up period of the company’s shares held by me will be automatically extended for 6 months after the expiration of the above lock up period; During the extended lock up period, the company will not transfer or entrust others to manage the shares directly or indirectly held by the company before this issuance, nor will the company repurchase this part of the shares.
3. After the expiration of the above lock-in period, during my tenure as a director, supervisor and senior manager of the company, the shares transferred each year shall not exceed 25% of the total shares of the company directly or indirectly held by me, and the shares of the company directly or indirectly held by me shall not be transferred within half a year after my resignation.
4. If the CSRC and / or the stock exchange have special provisions or higher requirements for the above lock-in period arrangement, I will implement them in accordance with the relevant provisions or requirements of the CSRC and / or the stock exchange
