Nanjing Port Co., Ltd. (hereinafter referred to as "the Company" or "Nanjing Port") recently received a letter from its indirect controlling shareholder, Jiangsu Port Group Co., Ltd. (hereinafter referred to as "Jiangsu Port Group"), regarding the extension of the commitment period to avoid competition, originally issued on December 10, 2018. Jiangsu Port Group intends to extend the performance period of the commitment made in the original letter and the extension letter issued on November 20, 2023. The proposal was approved at the seventh meeting of the eighth board of directors held on November 24, 2025, and is subject to approval by the Company's shareholders' meeting. In accordance with the relevant regulations of the China Securities Regulatory Commission's "Guidance No. 4 for Listed Companies - Commitments by Listed Companies and Their Related Parties," the relevant situation is announced as follows:
I. Basic Situation of the Original Commitment and Previous Extension
(1) Basic Situation of the Original Commitment
- Background of Competition
To actively respond to the Jiangsu Provincial Government's plan to establish Jiangsu Port Group, in December 2018, Nanjing Transportation Construction Investment Holding (Group) Co., Ltd. (wholly owned by the Nanjing State-owned Assets Supervision and Administration Commission) transferred its 55% equity in Nanjing Port (Group) Co., Ltd. (hereinafter referred to as "Nanjing Port Group") to Jiangsu Port Group without compensation. Nanjing Port Group is the controlling shareholder of Nanjing Port; therefore, after this transfer, Jiangsu Port Group will indirectly control Nanjing Port through Nanjing Port Group. Nanjing Port's main business is providing liquefied oil and container loading and storage services. Some enterprises controlled by Jiangsu Port Group are involved in the loading and unloading of liquid chemical products or containers, which is expected to lead to competition or potential competition with Nanjing Port after the acquisition is completed.
- Situation of the 5 Companies Involved in Competition
To avoid competition between Jiangsu Port Group and its expected controlled enterprises with Nanjing Port after the transfer, Jiangsu Port Group issued the original commitment letter on December 10, 2018, promising to resolve the competition issues involving the five companies listed in the table below within five years.
| No. | Company Name | Shareholding Ratio of Jiangsu Port Group | Main Business | Main Cargo Type | Competition Status |
|---|---|---|---|---|---|
| 1 | Suzhou Port Zhangjiagang Port Co., Ltd. | 99.56% | Port cargo loading and storage | Liquid chemicals | Yes |
| 2 | Taicang Port Shanghai Zhenhe Container Terminal Co., Ltd. (now renamed: Taicang Zhenhe International Container Terminal Co., Ltd.) | 55% | Port cargo loading and storage | Containers | No |
| 3 | Taicang Port Zhenhe Xing Port Container Terminal Co., Ltd. | 100% | Port cargo loading and storage | Containers | No |
| 4 | Zhenjiang Port International Container Terminal Co., Ltd. | 100% | Port cargo loading and storage | Containers | No |
| 5 | Nanjing Port Jiangbei Container Terminal Co., Ltd. | 100% | Port cargo loading and storage | Containers | Yes |
Among the five companies, Suzhou Port Zhangjiagang Port Co., Ltd. was deregistered in 2021; Jiangbei Terminal was incorporated into Nanjing Port in April 2023, becoming a wholly-owned subsidiary of Nanjing Port, thus resolving competition issues with these two companies. The remaining three companies, Zhenhe International, Zhenhe Xing Port, and Zhenjiang Terminal, are expected to be unable to complete the resolution before the original commitment expires, and the performance period for some matters will be extended by two years.