Stock Code: 000039, 299901 stock abbreviation: China International Marine Containers (Group) Co.Ltd(000039) , CIMC h-generation Announcement No. [CIMC] 2022-006
China international shipping container (Group) Co., Ltd
Suggestive announcement on the planned spin off and listing of CIMC world Lianda, a holding subsidiary
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Special tips:
The spin off and listing is still in the preliminary planning stage, and the project can be implemented only after meeting a number of conditions, including but not limited to that the board of directors of the company needs to make a resolution on whether the listing of CIMC world Lianda complies with the requirements of laws, regulations and normative documents such as the rules for the spin off of listed companies (Trial), and submit it to the general meeting of shareholders of the company for deliberation and approval, And the corresponding procedures of the stock exchange of Hong Kong, Shenzhen Stock Exchange and China Securities Regulatory Commission shall be performed. Whether the spin off listing can obtain the above approval, approval or registration and the final time of obtaining the relevant approval, approval or registration are uncertain. Investors are reminded of the relevant risks.
China international shipping container (Group) Co., Ltd. (hereinafter referred to as “the company” or “the company”, together with its subsidiaries as “the group”) held the first meeting of the ninth board of directors in 2022 on February 24, 2022, It is approved that the company plans to spin off the holding subsidiary CIMC world Lianda logistics technology (Group) Co., Ltd. (hereinafter referred to as “CIMC world Lianda”) to issue RMB common shares (A shares) in China for the first time and list them on Shenzhen Stock Exchange (hereinafter referred to as “this spin off”), And authorize the company and the management of CIMC world Lianda to start the preliminary preparations for the spin off and listing of CIMC world Lianda.
The spin off will not cause the company to lose control of CIMC world Lianda, will not have a material impact on the sustainable operation of other business segments of the group, and will not damage the independent listing status and sustainable profitability of the company. 1、 Basic information of the subject to be spun off
(I) basic information
Chinese name of the company: CIMC world Lianda logistics technology (Group) Co., Ltd
English name of the company CIMC wetrans logistics technology (Group) Co., Ltd
The registered capital is 1088191357 yuan
Legal representative: Hu Pengfei
Unified social credit code 91120116093746364a
Registered address: room 213-01, second floor, building C, comprehensive service area, Nangang Industrial Zone, Tianjin Economic and Technological Development Zone
Date of establishment: March 12, 2014
Company type Co., Ltd
The main business of CIMC world Lianda is mainly engaged in multimodal transport business. With the unique business model of container yard linkage, it provides customers with professional logistics services with characteristics such as river, sea, air, railway and land intermodal container logistics services, cold chain, steel and energy.
(II) equity structure
As of the date of this announcement, the shareholding of shareholders of CIMC world Lianda:
Serial number shareholder name number of shares held (10000 shares) shareholding ratio (%)
1. China international shipping container (Group) Co., Ltd. 91408.0740 84.00
Co., Ltd
2 Jizhi Gongchuang (Tianjin) enterprise management consulting 17411.0617 16.00
Partnership (limited partnership)
Total 108819.1357 100.00
2、 The purpose of this spin off and listing and its impact on the group
(I) purpose of this spin off listing
1. Comply with the internal needs of CIMC world Lianda’s business development and improve its professional management level
One belt, one road, has been developing continuously in recent years. China’s logistics industry has been developing continuously and rapidly. In order to seize the development opportunity of the industry, CIMC world Lianda further promotes its own development through this spin off and listing, expands its transportation capacity, improves the construction of multi link network, and improves the professional operation level of the enterprise, so as to further reduce the unit operation cost, improve the market competitiveness, and contribute more to the development of China International Marine Containers (Group) Co.Ltd(000039) overall business and the improvement of profitability. In addition, becoming a listed company will help CIMC world Lianda further improve its brand awareness, enhance its market influence, attract and retain outstanding talents in the business field, and play a more positive role in promoting the continuous growth of CIMC world Lianda’s performance.
2. Make full use of the support of the capital market and give full play to the advantages of the listing platform of subsidiaries
The company hopes to make full use of the favorable opportunity of capital market reform and the strong support of policies to spin off the independent listing of A-Shares of CIMC world Lianda, so as to promote the expansion of business scale and further improve the operation efficiency and level of CIMC world Lianda. Through the spin off and listing, CIMC world Lianda will realize the direct connection with the capital market and give full play to the supporting role of the capital market to the real economy. In the future, CIMC world Lianda can carry out various capital operations with the help of the capital market platform, provide sufficient capital and resource guarantee for the sustainable development of CIMC world Lianda, and bring stable investment returns to the majority of shareholders of the company.
3. Promote the improvement of corporate governance and provide an operation platform for the realization of strategic objectives
This spin off and listing will further promote the standardization and modernization of CIMC world Lianda’s governance and improve the transparency and standardization of governance, so as to lay a solid governance mechanism guarantee for the future high-quality development of CIMC world Lianda. This spin off is an important measure for the company to respond to the call of China’s capital market policy, use the capital market to promote the development of real economy, and promote the excellence, strength and high-quality development of listed companies.
(II) impact of this spin off on the group
1. Impact on the business of the group
The company is the world’s leading supplier of equipment and solutions in the logistics and energy industry. At present, it is mainly engaged in the manufacturing and service business of containers, road transport vehicles, energy / chemical / liquid food equipment, marine engineering equipment and airport equipment. In addition, the group is also engaged in Logistics service business, finance and asset management business. Through business expansion and technology development, the group has formed an industrial cluster focusing on key equipment and solutions in the logistics and energy industries.
The company’s spin off and listing of CIMS Lianda will help consolidate and enhance the competitiveness of the logistics service sector, and will not have an adverse impact on the sustainable operation of other business sectors of the company.
2. Impact on the company’s control over CIMC world Lianda
After the listing of A-shares of CIMC world Lianda, the company remains the controlling shareholder of CIMC world Lianda and will not lose control of CIMC world Lianda.
3. Impact on the group’s sustainable profitability
After the split and listing of CIMC world Lianda, it will still be the holding subsidiary of the company. The financial status and profitability of CIMC world Lianda will still be reflected in the consolidated statements of the company and will not damage the sustainable profitability of the group.
To sum up, this spin off listing will realize the value-added of the group’s system, help to maximize the value of shareholders of the company, and will not damage the independent listing status and sustainable profitability of the company.
3、 Authorization matters
The board of directors agreed to authorize the management of the company and CIMC world Lianda to start the preparatory work for the spin off and listing of CIMC world Lianda, including but not limited to the demonstration of the feasibility plan, the organization and preparation of the spin off and listing plan, the signing of relevant agreements involved in the process of preparing for the spin off and listing, and other related matters, After formulating the split listing plan, the plan and other matters related to the split listing shall be submitted to the board of directors and the general meeting of shareholders of the company for deliberation.
4、 Independent opinions of independent directors
1. The company plans the spin off and listing of the holding subsidiary CIMC world Lianda, and authorizes the management of the company and CIMC world Lianda to start the preliminary preparations for the spin off and listing, which is conducive to the better development of the company’s logistics service business.
2. The independent directors believe that the above matters are in line with the company’s strategic planning and long-term development, and there is no situation damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. After the spin off listing plan is preliminarily determined, the company will review the relevant proposals for spin off listing and perform the corresponding decision-making and approval procedures in accordance with relevant laws and regulations. The independent directors agreed that the company began to plan the spin off and listing of the holding subsidiary CIMC world Lianda, and authorized the management of the company and CIMC world Lianda to start the preparatory work related to the spin off and listing.
5、 Special risk tips
The spin off and listing is still in the preliminary planning stage. After the company and the management of CIMC world Lianda complete the preliminary preparations, the board of directors of the company needs to make a resolution on whether the spin off and listing of CIMC world Lianda meet the requirements of laws, regulations and normative documents such as the spin off rules of listed companies (Trial), and submit it to the general meeting of shareholders of the company for deliberation and approval. The promotion of this spin off and listing still needs to meet a number of conditions, including but not limited to obtaining the approval of the specific listing plan from the board of directors and the general meeting of shareholders of the company, the board of directors and the general meeting of shareholders of CIMC, and performing the corresponding procedures of the stock exchange of Hong Kong, Shenzhen Stock Exchange and CSRC. Whether the spin off listing can obtain the above approval, approval or registration and the final time of obtaining the relevant approval, approval or registration are uncertain. Investors are reminded of the relevant risks. The company will make further announcements on the major updates and progress related to the spin off listing in accordance with the stock listing rules of Shenzhen Stock Exchange, the Securities Listing Rules of the stock exchange of Hong Kong Limited and other applicable laws and regulations.
6、 Documents for future reference
1. Resolution of the first meeting of the ninth board of directors in 2022;
2. Independent directors’ independent opinions on planning the spin off and listing of CIMC world Lianda, a holding subsidiary.
It is hereby announced.
Board of directors of China international shipping container (Group) Co., Ltd
February 24, 2002
