Securities code: Nanjing Shenghang Shipping Co.Ltd(001205) securities abbreviation: Nanjing Shenghang Shipping Co.Ltd(001205) Announcement No.: 2022047 Nanjing Shenghang Shipping Co.Ltd(001205)
Pre disclosure announcement on the reduction of shares held by shareholders holding more than 5%
The company's shareholder, the Belt and Road Investment Fund (limited partnership), guarantees that the information provided to the company is true, accurate and complete without any false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.
Special tips:
As of the disclosure date of this announcement, the shareholder the Belt and Road Investment Fund (limited partnership) (hereinafter referred to as the "the Belt and Road fund") holds 12086666 shares of Nanjing Shenghang Shipping Co.Ltd(001205) company (hereinafter referred to as the "company"), accounting for 7.08% of the total share capital of the company. The the Belt and Road fund plans to reduce its total holdings of the company's shares by means of centralized competitive trading within 6 months after 15 trading days from the date of disclosure of this announcement, and by means of block trading within 6 months after 3 trading days from the date of disclosure of this announcement, not more than 8533400 shares, that is, not more than 5% of the company's total share capital.
The company received the notification letter of share reduction plan issued by the shareholder the Belt and Road fund on May 20, 2022, and now announces the relevant matters as follows:
1、 Basic information of shareholders
(I) shareholder name: the Belt and Road fund
(II) Shareholding of shareholders: as of the date of this announcement, the the Belt and Road fund holds 12086666 non restricted circulating shares of the company, accounting for 7.08% of the total share capital of the company.
2、 Main contents of this reduction plan
(I) reasons for reduction: own business needs.
(II) share source: the company's shares held before the company's initial public offering.
(III) reduction method: centralized bidding trading and block trading in stock exchanges.
Within 6 months after 15 trading days from the date of announcement; In case of reduction through block trading, it shall be carried out within 6 months after 3 trading days from the date of announcement of this reduction plan.
(V) number and proportion of shares to be reduced: the the Belt and Road fund plans to reduce the company's shares by a total of no more than 8533400 shares through centralized bidding and block trading, and the proportion of reduction does not exceed 5% of the company's total share capital. According to the special provisions on the reduction of shares held by shareholders of venture capital funds of listed companies (revised in 2020) and the detailed rules for the implementation of the reduction of shares held by shareholders of venture capital funds of listed companies of Shenzhen Stock Exchange (revised in 2020) (hereinafter collectively referred to as the "special provisions on the reduction of shares held by venture capital"), the the Belt and Road fund is a venture capital fund that meets the special provisions on the reduction of shares held by venture capital, and the investment period has been 36 months but less than 48 months, And has been approved by the Association for the record. The the Belt and Road fund will reduce its holdings in accordance with the special provisions on the reduction of venture capital holdings, that is, the total number of shares reduced through centralized competitive trading within any continuous 60 natural days shall not exceed 1% of the total number of shares of the company; The total number of shares reduced through block trading shall not exceed 2% of the total number of shares of the company within any continuous 60 natural days.
(VI) reduction price: determined according to the market price at the time of reduction.
In case of ex rights and ex interests of the company's share capital during the reduction period, such as share distribution, conversion of capital reserve into share capital, share allotment and so on, the number of shares to be reduced will be adjusted accordingly.
3、 Performance of commitments
(I) commitments
According to the company's prospectus for initial public offering and the listing announcement for initial public offering and listing, the relevant commitments made by the shareholder the Belt and Road fund are as follows:
1. Share locking commitment
Within 12 months from the date of the issuer's initial public offering of A-Shares and listing, the unit / I will not transfer or entrust others to manage the shares issued before the issuer's public offering directly or indirectly held by the unit / I, nor will the issuer repurchase the shares issued before the issuer's public offering directly or indirectly held by the unit / I.
If the unit / I obtains income due to failure to fulfill the above commitments, the income shall belong to the issuer, and the unit / I will pay the above income to the account designated by the issuer within 5 days of obtaining the income.
2. Shareholding intention and reduction intention commitment
After the expiration of the lock-in period of the issuer's shares held directly or indirectly by the company, the company shall reduce the shares held by the company that have been issued before the issuer's initial public offering, in accordance with the relevant laws and regulations in force at that time, the relevant provisions of the CSRC and other normative documents binding on the company, and without violating the relevant commitments made by the company:
(1) After the lock up period of the issuer's shares expires, the reduction of shares shall comply with the relevant provisions of relevant laws, regulations and normative documents in force at that time and the relevant requirements of relevant rules of the stock exchange. The reduction methods include but are not limited to centralized bidding trading in the secondary market, large-scale trading, agreement transfer, etc. (2) The reduction period is six months from the date of announcing the reduction plan. After the expiration of the reduction period, if the unit intends to continue to reduce its shares, it must comply with the relevant provisions of relevant laws, regulations and normative documents in force at that time and the relevant requirements of the relevant rules of the stock exchange, and perform the relevant procedures in accordance with the provisions and requirements.
(3) We promise that we will strictly abide by the provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies (announcement [2017] No. 9 of China Securities Regulatory Commission), the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, as well as the relevant laws and regulations in force at that time Relevant provisions of normative documents and relevant requirements of relevant rules of the stock exchange.
(4) If the unit violates the above reduction commitment, all the proceeds obtained by the unit from the transfer of the issuer's shares belong to the issuer.
3. Commitment on regulating related party transactions
(1) The unit will perform the obligations of the issuer's shareholders in good faith, strictly abide by the relevant national laws and regulations, the articles of association, related party transaction decision-making system and other company management rules and regulations, and exercise the rights and obligations of shareholders as equal as other shareholders. During the period when the company is the shareholder of the issuer, the company and other enterprises controlled by the company will avoid and reduce related party transactions with the issuer. The unit and other enterprises controlled by the unit will not use the identity rights of the issuer's shareholders owned by the unit to manipulate and instruct the issuer or its directors, supervisors and senior managers, so that the issuer can provide or accept funds, goods, services or other assets under unfair conditions, or engage in any behavior detrimental to the interests of the issuer.
(2) If there is an inevitable connected transaction between the company and other enterprises controlled by the company and the issuer, it will be conducted on the basis of equality and voluntariness, in accordance with the principles of fairness, fairness and compensation for equal value, and the transaction price will be determined according to the reasonable price recognized by the market. The unit and other enterprises controlled by the unit will strictly abide by the avoidance provisions on related party transactions in the articles of association and other company rules and regulations of the issuer. The related party transactions involved will be carried out in accordance with the specified decision-making procedures, and will perform the legal procedures to disclose the information of related party transactions in a timely manner.
The unit and other enterprises controlled by the unit promise not to transfer and transfer profits by using related party transactions, and not to damage the legitimate rights and interests of the issuer and its shareholders through the operation decision-making power of the issuer.
(II) performance of commitments
As of the date of this announcement, the the Belt and Road fund has strictly fulfilled all the above commitments. There is no violation of its relevant commitments in the proposed reduction of shares, and the subject of the reduction will continue to strictly abide by the relevant provisions and fulfill its commitments. 4、 Relevant risk tips
(I) during the reduction period of the the Belt and Road fund, whether and how to implement the reduction plan will be selected according to the market conditions, the company's share price and other factors. The quantity and price of the reduction are uncertain.
(II) the share reduction plan does not violate the provisions of laws, regulations and normative documents such as the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and some provisions on share reduction by shareholders and directors, supervisors and senior managers of listed companies.
(III) the implementation of the the Belt and Road fund's shareholding reduction plan will not lead to changes in the company's control, nor will it have an impact on the company's governance structure and sustainable operation.
(IV) during the implementation of this share reduction plan, the company will continue to pay attention to the progress of this share reduction plan, urge the the Belt and Road fund to strictly comply with the provisions of relevant laws, regulations and normative documents, and timely perform the obligation of information disclosure.
5、 Documents for future reference
1. Notification letter of share reduction plan issued by the the Belt and Road fund.
It is hereby announced.
Nanjing Shenghang Shipping Co.Ltd(001205) board of directors may 23, 2022
