Securities code: 000961 securities abbreviation: Jiangsu Zhongnan Construction Group Co.Ltd(000961) Announcement No.: 2022-007
Jiangsu Zhongnan Construction Group Co.Ltd(000961)
Announcement on receiving the proposal of the general meeting of shareholders to extend the implementation period of the shareholding increase plan from the controlling shareholder
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、 Basic information of the proposal
Jiangsu Zhongnan Construction Group Co.Ltd(000961) (hereinafter referred to as “the company”) recently received a letter from the company’s controlling shareholder Zhongnan Urban Construction Investment Co., Ltd. (hereinafter referred to as “Zhongnan urban investment”) requesting the convening of the general meeting of shareholders, hoping that the general meeting of shareholders of the company will consider the proposal on extending the implementation period of the holding increase plan of controlling shareholders. At the 23rd Meeting of the 8th board of directors, the company agreed to submit the relevant proposals of Zhongnan Chengtou to the general meeting of shareholders for deliberation by 4 votes in favor, 0 against and 0 abstention. Related directors Chen Jinshi, Chen Yuhan, Xin Qi, Tang Xiaodong, Hu Hongwei, Cao Yongzhong and Shi Jinhua avoided voting.
In the proposal, CIC said that in order to enhance investor confidence and maintain market stability, at the beginning of 2021, it promised to increase its holdings of no less than 1% and no more than 2% of the company’s shares through the open market from January 13, 2021 to January 12, 2022, based on the company’s total shares of 3821704794 shares on January 12, 2021, that is, no less than 38217047 shares, No more than 76434096 shares. Affected by factors such as policy regulation, industry adjustment, epidemic situation and its own specific situation, from January 13, 2021 to January 12, 2022, it accumulated 14239327 shares of the company through centralized bidding at Shenzhen Stock Exchange, accounting for 0.37% of the total shares of the company on January 12, 2021. Failed to complete the share increase plan, for which it expressed its deep apology to the company and investors! Zhongnan Chengtou said that considering the objective situation of itself and the market, in order to seek the understanding of the company and shareholders, Zhongnan Chengtou applied to the general meeting of shareholders to extend the implementation of its shareholding increase plan. The number of shareholding increases remained unchanged until January 12, 2023. The increase of shares still needs to be carried out through public means such as centralized bidding in Shenzhen Stock Exchange, and can only be carried out on the trading days allowed by regulatory rules. The increase of shares must comply with the requirements of relevant laws and regulations on the lock-in period, such as being unable to sell within six months after the purchase.
2、 Opinions of the board of directors
The board of Directors believes that CSCEC is qualified to make proposals at the general meeting of shareholders in accordance with laws, regulations and the articles of association. Its proposals have clear topics and specific resolutions. Within the scope of authority of the general meeting of shareholders, it complies with laws, regulations, the articles of association and other relevant provisions. Considering the proposal is conducive to protecting the interests of the company and other shareholders, Agree to submit relevant proposals to the general meeting of shareholders for deliberation.
3、 Opinions of independent directors
The controlling shareholder Zhongnan urban investment meets the proposal qualification of the general meeting of shareholders as stipulated in the articles of association. The proposal on extending the implementation period of the shareholding increase plan of controlling shareholders prepared to be submitted to the general meeting of shareholders by Zhongnan Urban Investment Co., Ltd. has clear topics and specific resolutions. Within the scope of functions and powers of the general meeting of shareholders, in line with laws and regulations, the articles of Association and other relevant provisions, considering the relevant proposals is conducive to protecting the interests of the company and other shareholders, and agrees to submit the relevant proposals to the general meeting of shareholders for deliberation. 4、 Opinions of the board of supervisors
After verifying the proposal submitted by the controlling shareholder Zhongnan urban investment, the board of supervisors believes that:
The controlling shareholder Zhongnan urban investment meets the proposal qualification of the general meeting of shareholders specified in the articles of association. The proposal on extending the implementation period of the controlling shareholder’s shareholding increase plan prepared by Zhongnan urban investment to be submitted to the general meeting of shareholders has clear topics and specific resolutions. Within the scope of authority of the general meeting of shareholders, it complies with relevant provisions such as laws and regulations and the articles of association. Considering relevant proposals is conducive to protecting the interests of the company and other shareholders. Agree to submit relevant proposals to the general meeting of shareholders for deliberation. 5、 Documents for future reference
1. Resolutions of the 23rd Meeting of the 8th board of directors;
2. Resolutions of the 13th meeting of the 8th board of supervisors;
3. Opinions of independent directors;
4. Zhongnan Chengtou’s letter on proposing to convene an extraordinary general meeting of shareholders.
It is hereby announced.
Jiangsu Zhongnan Construction Group Co.Ltd(000961)
Board of directors
January 21, 2002
