Qingdao Port International Co.Ltd(601298) materials of the first extraordinary general meeting of shareholders in 2022 Qingdao Port International Co.Ltd(601298)
February, 2002
Qingdao Port International Co.Ltd(601298)
Notice to shareholders' meeting
In order to safeguard the legitimate rights and interests of all shareholders and ensure the normal order and efficiency of the general meeting of shareholders of Qingdao Port International Co.Ltd(601298) (hereinafter referred to as "the company"), these instructions are hereby formulated in accordance with the rules of procedure of Qingdao Port International Co.Ltd(601298) general meeting of shareholders.
1、 All participants shall consciously perform their legal obligations on the principle of safeguarding the legitimate rights and interests of all shareholders and ensuring the normal order and efficiency of the meeting.
2、 Shareholders participating in the general meeting of shareholders enjoy the right to speak, question and vote according to law. Shareholders attending the meeting shall earnestly perform their legal rights and obligations and shall not infringe upon the rights and interests of other shareholders.
3、 In order to timely and accurately count the number of shareholders attending the shareholders' meeting and the number of shares represented, shareholders attending the shareholders' meeting must arrive at the venue on time and sign in on the "meeting attendance form".
4、 Before the formal commencement of the general meeting of shareholders, the registration of the meeting shall be terminated. For shareholders who fail to sign in on the "meeting attendance form" when the registration of the meeting is terminated, the shares represented by them shall not be included in the total number of shares attending the meeting and shall not participate in the voting.
5、 The first extraordinary general meeting of shareholders in 2022 needs to consider three proposals, all ordinary resolutions, which must be voted by more than half of the shares represented by the voting shareholders attending the general meeting of shareholders.
6、 After the general meeting of shareholders, if shareholders have any suggestions or questions, they can contact the office of the board of directors of the company.
Qingdao Port International Co.Ltd(601298) February 25, 2022
Qingdao Port International Co.Ltd(601298)
Agenda of the first extraordinary general meeting of shareholders in 2022
Meeting time: 10:00 a.m. on February 25, 2022 meeting place: meeting room of Shandong Port building, No. 7, Gangji Road, Shibei District, Qingdao City, Shandong Province Moderator: Su Jianguang, chairman of the board of directors agenda of the meeting: I. The Moderator announced the shareholders attending the meeting and the shares of the representatives, and introduced the situation of other participants; II. The Secretary of the board of directors read out the notice of the meeting; III. elected the vote counter and scrutineer; iv Read out the motion
1. Proposal on the reorganization and integration of Qingdao Port International Co.Ltd(601298) Finance Co., Ltd. and Rizhao Port Co.Ltd(600017) Group Finance Co., Ltd
2. Proposal on Qingdao Port International Co.Ltd(601298) signing financial service framework agreement and related party transactions with Shandong Port Group Co., Ltd
3. Proposal on Qingdao Port International Co.Ltd(601298) signing comprehensive product and service framework agreement and related party transactions with Shandong Port Group Co., Ltd
5、 Shareholders or shareholders' representatives speak and deliberate on the proposal. 6. Shareholders vote on the proposal. 7. Count the on-site voting results. 8. Announce the voting results. 9. Read out the resolution of the first extraordinary general meeting of shareholders in 2022. 10. Read out the legal opinion. 11. Sign the meeting documents of the general meeting of shareholders. 12. Announce the end of the meeting
Qingdao Port International Co.Ltd(601298) proposal I on February 25, 2022
About Qingdao Port International Co.Ltd(601298) Finance Co., Ltd. and Rizhao Port Co.Ltd(600017) group
Proposal on reorganization and integration of Finance Co., Ltd
Shareholders and shareholder representatives:
According to the policy of Bank Of China Limited(601988) Insurance Regulatory Commission (hereinafter referred to as "CBRC"), an enterprise group can only set up one financial company. At present, Shandong Port Group Co., Ltd. (hereinafter referred to as "Shandong Port Group") has two finance companies, namely Qingdao Port International Co.Ltd(601298) Finance Co., Ltd. (hereinafter referred to as " Qingdao Port International Co.Ltd(601298) finance company") and Rizhao Port Co.Ltd(600017) Group Finance Co., Ltd. (hereinafter referred to as " Rizhao Port Co.Ltd(600017) finance company"). In order to meet the regulatory requirements of the CBRC, Qingdao Port International Co.Ltd(601298) finance company needs to restructure and integrate with Rizhao Port Co.Ltd(600017) finance company (hereinafter referred to as "restructuring and integration"), and the specific situation is reported as follows:
1、 Basic information of the two financial companies
Both Qingdao Port International Co.Ltd(601298) finance company and Rizhao Port Co.Ltd(600017) finance company are licensed financial institutions established with the approval of the CBRC. They mainly provide fund management and financial services for internal member units of the enterprise group, including fund receipt and payment settlement, loans, guarantees and foreign exchange.
Company finance (296018) {
Qingdao Port International Co.Ltd(601298) finance company was established in July 2014, with its registered address at 42 / F, building a, Zhonglian free harbor, No. 8, Xinjiang road, Shibei District, Qingdao, and its registered capital of RMB 1 billion (unless otherwise specified below, "Yuan" means "RMB"), The shareholders are Shandong Port Qingdao Port International Co.Ltd(601298) Group Co., Ltd. (hereinafter referred to as Qingdao Port International Co.Ltd(601298) group) and Qingdao Port International Co.Ltd(601298) (hereinafter referred to as "the company"), holding 30% and 70% respectively. They are mainly engaged in absorbing the deposits of member units, assisting member units to realize the collection and payment of transaction funds, handling internal transfer settlement between member units, self operated loan business, entrusted loan business Letter of guarantee business, foreign exchange settlement and sales business, e-bank acceptance bill business, discount business, factoring, buyer's credit and other businesses, as well as inter-bank deposit, inter-bank lending, financial product investment and money market business. At present, member units mainly include Qingdao Port International Co.Ltd(601298) group and its subsidiaries holding more than 51%, and Qingdao Port International Co.Ltd(601298) group and its subsidiaries holding more than 20% individually or jointly, with a total of more than 120 member units.
As of December 31, 2020, Qingdao Port International Co.Ltd(601298) finance company had audited total assets of RMB 18.797 billion, total liabilities of RMB 16.385 billion and net assets of RMB 2.412 billion; In 2020, the operating revenue was 443 million yuan and the net profit was 252 million yuan.
As of the date of deliberation of this proposal, Qingdao Port International Co.Ltd(601298) finance company's equity ownership is clear, and there is no mortgage, pledge or any other restriction on the transfer of ownership.
(II) Rizhao Port Co.Ltd(600017) finance company
The Rizhao Port Co.Ltd(600017) finance company was established in May 2016, with its registered address at 14 and 15 floors, Block E, Rizhao Port Co.Ltd(600017) International Trade Center, Dongshou Road, Donggang District, Rizhao City, Shandong Province, with a registered capital of 1 billion yuan. The shareholders are Shandong Port Rizhao Port Co.Ltd(600017) Group Co., Ltd. (hereinafter referred to as " Rizhao Port Co.Ltd(600017) " group) and Rizhao Port Co.Ltd(600017) (hereinafter referred to as " Rizhao Port Co.Ltd(600017) shares"), holding 60% and 40% respectively, It is mainly engaged in absorbing deposits from member units, assisting member units to realize the collection and payment of transaction funds, and handling internal transfer settlement, self operated loan business, entrusted loan business, letter of guarantee business, e-bank acceptance bill business, discount business, interbank lending and other businesses between member units.
At present, the member units mainly include Rizhao Port Co.Ltd(600017) group and its subsidiaries holding more than 51%, and Rizhao Port Co.Ltd(600017) group and its subsidiaries holding more than 20% individually or jointly, with a total of 92 member units.
As of December 31, 2020, Rizhao Port Co.Ltd(600017) finance company's audited total assets are 4.187 billion yuan, total liabilities are 2.826 billion yuan and net assets are 1.362 billion yuan (the tail difference is caused by the rounding of data, the same below); In 2020, the operating revenue was 157 million yuan and the net profit was 114 million yuan.
As of the date of deliberation of this proposal, Rizhao Port Co.Ltd(600017) finance company's equity ownership is clear, and there is no mortgage, pledge or any other restriction on the transfer of ownership.
2、 Audit and evaluation
Company finance (296018) {
According to the audit report of Qingdao Port International Co.Ltd(601298) finance company (No. xyzh / 2021qdaa20196) issued by ShineWing Certified Public Accountants (special general partnership) qualified to engage in Securities and futures business on October 25, 2021, as of September 30, 2021, the audited total assets of Qingdao Port International Co.Ltd(601298) finance company were 15.328 billion yuan and the total liabilities were 13.532 billion yuan, The net assets are 1.797 billion yuan; two thousand and twenty-one
From January to September, the operating revenue was 374 million yuan and the net profit was 240 million yuan.
According to the appraisal report on the value of all equity assets of shareholders of Qingdao Port International Co.Ltd(601298) financial Co., Ltd. involved in the integration of subordinate financial companies by Shandong Port Group Co., Ltd. (Zhonglian pingbao Zi [2021] No. 3107) issued by Zhonglian asset appraisal group Co., Ltd., which is qualified to engage in securities and futures business, on October 26, 2021, Taking September 30, 2021 as the appraisal base date, the value of all shareholders' equity of Qingdao Port International Co.Ltd(601298) finance company evaluated by asset-based method is 1797421600 yuan, the appraisal value-added is 573600 yuan, and the appraisal value-added rate is 0.03%; The value assessed by the income method is 2063.93 million yuan, the value added is 267.0819 million yuan, and the value added rate is 14.86%.
According to the Securities Listing Rules of the stock exchange of Hong Kong Limited (hereinafter referred to as the "H-share Listing Rules"), PwC Zhongtian Certified Public Accountants (special general partnership) Qingdao Branch has reviewed the above evaluation results and issued an independent reporting auditor's assurance report on the calculation of discounted future estimated cash flow.
(II) Rizhao Port Co.Ltd(600017) finance company
According to the audit report of Rizhao Port Co.Ltd(600017) finance company (No. xyzh / 2021qdaa20197) issued by ShineWing Certified Public Accountants (special general partnership) qualified to engage in Securities and futures business on October 25, 2021, as of September 30, 2021, the audited total assets of Rizhao Port Co.Ltd(600017) finance company were 4.795 billion yuan and the total liabilities were 3.612 billion yuan, The net assets are 1.183 billion yuan; From January to September 2021, the operating revenue was 126 million yuan and the net profit was 79 million yuan.
According to the appraisal report on the value of all equity assets of shareholders of Rizhao Port Co.Ltd(600017) Group Finance Co., Ltd. involved in the integration of subordinate financial companies by Shandong Port Group Co., Ltd. (Zhonglian pingbao Zi [2021] No. 3108) issued by Zhonglian asset appraisal group Co., Ltd., which is qualified to engage in Securities and futures business, on October 26, 2021, Taking September 30, 2021 as the appraisal base date, the value of all shareholders' equity of Rizhao Port Co.Ltd(600017) finance company evaluated by asset-based method is 1184253000 yuan, the appraisal value-added is 1491700 yuan, and the appraisal value-added rate is 0.13%; The value assessed by the income method is 1185.29 million yuan, with an estimated value-added of 2.5287 million yuan and an estimated value-added rate of 0.21%.
In view of the special nature of enterprise group financial companies, the asset-based method has certain limitations in measuring the value of financial companies, and the income method can more accurately reflect the true profitability of enterprises and properly reflect the value of all shareholders' equity of financial companies. Therefore, it is suggested that Qingdao Port International Co.Ltd(601298) financial companies and Rizhao Port Co.Ltd(600017) financial companies finally choose the income method to evaluate the results. The above assets appraisal results have fulfilled the necessary state-owned assets filing procedures.
3、 Reorganization and integration scheme
(I) steps of reorganization and integration
The reorganization and integration will be implemented step by step according to the following steps:
1. Equity transfer. As a part of this reorganization and integration, Qingdao Port International Co.Ltd(601298) group and Rizhao Port Co.Ltd(600017) group first transferred 30% equity of Qingdao Port International Co.Ltd(601298) finance company and 60% equity of Rizhao Port Co.Ltd(600017) finance company directly held by them to Shandong Port Group through agreement transfer, and the company and Rizhao Port Co.Ltd(600017) shares respectively abandoned the right of first refusal (hereinafter referred to as "equity transfer"). After the above equity transfer, Shandong Port Group and the company hold 30% and 70% of the equity of Qingdao Port International Co.Ltd(601298) finance company respectively; Shandong Port Group and Rizhao Port Co.Ltd(600017) shares hold 60% and 40% equity of Rizhao Port Co.Ltd(600017) finance company respectively.
2. Absorption and merger. After the above equity transfer is completed, Qingdao Port International Co.Ltd(601298) finance company will act as the surviving entity to absorb and merge Rizhao Port Co.Ltd(600017) finance company. The assets, liabilities, personnel and business of Qingdao Port International Co.Ltd(601298) finance company will not be adjusted. The assets, liabilities, personnel and business of Rizhao Port Co.Ltd(600017) finance company will be undertaken by Qingdao Port International Co.Ltd(601298) finance company; The Qingdao Port International Co.Ltd(601298) finance company will go through the corresponding approval and / or filing procedures such as state-owned property right change registration and industrial and commercial change registration for this transaction, and the Rizhao Port Co.Ltd(600017) finance company will be cancelled and dissolved (hereinafter referred to as "absorption and merger"). After the completion of the above absorption and merger, Qingdao Port International Co.Ltd(601298) finance company will change its name (hereinafter referred to as "new finance company"). The equity structure of the new finance company is:
No. shareholder name contribution amount (10000 yuan) shareholding ratio (%)
1 company 88929.10 44.47
2 Shandong Port Group 81887.53 40.94
3 Rizhao Port Co.Ltd(600017) shares 29183.37 14.59
Total 200000 100
3. Increase capital and shares. After the completion of the above absorption and merger, Shandong Port Group and Shandong Port Financial Holding Co., Ltd. (hereinafter referred to as "Shangang financial holding") will increase the capital of the new financial company simultaneously (hereinafter referred to as "capital increase and share expansion"), and the company and Rizhao Port Co.Ltd(600017) shares will not increase the capital synchronously. After the above capital and share increase, the equity structure of the new finance company is as follows:
No. shareholder name contribution amount (10000 yuan) shareholding ratio (%)
1 Shandong Port Group 130950.78 51
2 company
