Rizhao Port Co.Ltd(600017) the first extraordinary general meeting of shareholders in 2022
Meeting materials
two О February 25, 2002
catalogue
Notes to the general meeting of shareholders 3. Agenda of the on-site meeting of the general meeting of shareholders 5. Meeting proposal: 1 Proposal on the reorganization and integration of Rizhao Port Co.Ltd(600017) Group Finance Co., Ltd. and Qingdao Port International Co.Ltd(601298) Finance Co., Ltd. and related party transactions 62. Proposal on related party transactions with Rizhao Port Co.Ltd(600017) Group Finance Co., Ltd. in 2022 twenty
Notice to shareholders’ meeting
Dear shareholders and their agents
In order to safeguard the legitimate rights and interests of shareholders, ensure that shareholders and their agents exercise their rights according to law during the first extraordinary general meeting of shareholders of the company in 2022, and ensure the normal order and efficiency of the general meeting of shareholders, the following provisions are formulated in accordance with the relevant provisions of the rules of the general meeting of shareholders of listed companies of China Securities Regulatory Commission:
1、 Shareholders participating in the on-site meeting shall show their securities account card, ID card or legal entity certificate, power of attorney and other certificates as required. They can attend the meeting only after receiving the information of the general meeting of shareholders after passing the verification.
2、 Shareholders are requested to enter the venue on time and take their seats as arranged by the staff.
3、 After the formal commencement of the general meeting, the number of late shareholders and the amount of equity shall not be recorded in the number of votes. Under special circumstances, the number of votes can be counted only after the consent of the working group of the general assembly and the consent is reported to the witness lawyer. 4、 Participants should keep the venue in normal order. Don’t make any noise during the meeting. Please turn off your mobile phone or turn it to silent state.
5、 Shareholders and shareholders’ agents attending the on-site meeting shall enjoy the right to speak, consultation, voting and other rights according to law, but the company shall uniformly arrange speeches and answers.
6、 The voting of this general meeting of shareholders adopts the combination of on-site voting and online voting. The voting of the on-site meeting adopts the written voting method. For the online voting method, please refer to the notice on convening the first extraordinary general meeting of shareholders in 2022 issued by the company.
7、 If the corporate shareholders attending the on-site meeting have more than one representative authorized to attend the meeting, they shall elect a chief representative who shall fill in the voting votes.
8、 The on-site meeting shall elect candidates for vote counting and supervision according to the provisions of the articles of association. The voting results shall be announced by the representatives elected by the counting and scrutinizing group.
9、 The Secretary of the board of directors and the staff of the general meeting shall stop the acts violating the instructions of the meeting in time to ensure the normal progress of the meeting and protect the legitimate rights and interests of shareholders.
10、 For other matters not covered, please refer to the notice on convening the first extraordinary general meeting of shareholders in 2022 issued by the company.
Rizhao Port Co.Ltd(600017) II О February 25, 2002
Rizhao Port Co.Ltd(600017)
Agenda of on-site meeting of shareholders’ meeting
1. At the beginning of the meeting, announce the number of shareholders and agents attending the meeting and the total number of voting shares held;
2. Announce the voting method of the meeting;
3. Review the proposals of the meeting;
4. Speeches and questions of shareholders attending the meeting, and answers by directors, supervisors, senior executives and other personnel of the company;
5. Elect members of the counting and monitoring group;
6. Shareholders’ voting;
7. Adjournment (statistical voting results, including online voting results);
8. Resume the meeting and announce the voting results of the meeting and the adoption of proposals;
9. Read out the resolutions of the general meeting of shareholders;
10. Witness the lawyer to read out the legal opinion;
11. The directors, supervisors and Secretary of the board of directors present at the meeting shall sign the minutes and resolutions of the meeting; 12. Declare the meeting closed.
Rizhao Port Co.Ltd(600017)
two О February 25, 2022 the first extraordinary general meeting of shareholders in 2022
Conference materials I
Proposal on the reorganization, integration and related party transactions of Rizhao Port Co.Ltd(600017) Group Finance Co., Ltd. and Qingdao Port International Co.Ltd(601298) Finance Co., Ltd
Dear shareholders and their agents
According to Article 14 of the measures for the implementation of administrative licensing of non bank financial institutions issued by the China Banking and Insurance Regulatory Commission (hereinafter referred to as the “CBRC”), an enterprise group can only establish one financial company. At present, Shandong Port Group Co., Ltd. (hereinafter referred to as “Shandong Port Group”) has two financial companies, namely Rizhao Port Co.Ltd(600017) Group Finance Co., Ltd. (hereinafter referred to as ” Rizhao Port Co.Ltd(600017) finance company”) and Qingdao Port International Co.Ltd(601298) Finance Co., Ltd. (hereinafter referred to as ” Qingdao Port International Co.Ltd(601298) finance company”). In order to meet the regulatory requirements of the CBRC, Rizhao Port Co.Ltd(600017) financial company needs to be restructured and integrated with Qingdao Port International Co.Ltd(601298) financial company. The details are as follows: 1. Basic information of the two financial companies
Both Rizhao Port Co.Ltd(600017) finance company and Qingdao Port International Co.Ltd(601298) 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.
（1） 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, international trade center Rizhao Port Co.Ltd(600017) Dongshou, Shanghai 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 “company” or ” Rizhao Port Co.Ltd(600017) shares”), Holding 60% and 40% of shares 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, cash discount business, interbank lending and other businesses between member units. At present, 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 more than 90 member units.
As of December 31, 2020, Rizhao Port Co.Ltd(600017) finance company had audited total assets of 4.187 billion yuan, total liabilities of 2.826 billion yuan and net assets of 1.362 billion yuan; 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.
(II) Qingdao Port International Co.Ltd(601298) finance company
The Qingdao Port International Co.Ltd(601298) finance company was established in July 2014. Its registered address is 42 / F, building a, Zhonglian free harbor, No. 8, Xinjiang road, Shibei District, Qingdao, with a registered capital of 1 billion yuan. 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 “Qinggang international”), holding 30% and 70% respectively, It is mainly engaged in absorbing deposits from member units, assisting member units to realize the collection and payment of transaction funds, handling internal transfer and 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 Investment in financial products 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.
2、 Audit and evaluation
(I) Rizhao Port Co.Ltd(600017) finance company
According to the audit report of Rizhao Port Co.Ltd(600017) finance company (xyzh / 2021qdaa20197 No.) 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%.
(II) Qingdao Port International Co.Ltd(601298) finance company
According to the audit report of Qingdao Port International Co.Ltd(601298) finance company (xyzh / 2021qdaa20196 No.) issued by ShineWing, who is qualified to engage in Securities and futures business, as of September 30, 2021, Qingdao Port International Co.Ltd(601298) finance company had audited total assets of 15.328 billion yuan, total liabilities of 13.532 billion yuan and net assets of 1.797 billion yuan; From January to September 2021, 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 proposed by Shandong Port Group Co., Ltd. issued by Zhonglian asset appraisal group Co., Ltd., which is qualified to engage in Securities and futures business, on October 26, 2021
(Zhong Lian Ping Bao Zi [2021] No. 3107). Taking September 30, 2021 as the appraisal base date, the value of all shareholders’ equity of Qingdao Port International Co.Ltd(601298) finance company assessed 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%.
In view of the special nature of the financial company of the enterprise group, the asset-based method has certain limitations on the value measurement of the financial company, and the income method can more accurately reflect the real profitability of the enterprise and properly reflect the value of all shareholders’ equity of the financial company. Therefore, the asset evaluation of this reorganization and integration finally selects the evaluation results of the income method. The above assets appraisal results have fulfilled the necessary state-owned assets filing procedures.
The transaction price of equity transfer involved in this reorganization and integration is determined according to the above audit results, and the transaction price of absorption and merger and capital increase and share expansion is determined according to the above capital evaluation results.
3、 Reorganization and integration scheme
(I) steps of reorganization and integration
The reorganization and integration will be implemented according to the following steps:
1. Equity transfer. As a part of this reorganization and integration, Rizhao Port Co.Ltd(600017) group and Qingdao Port International Co.Ltd(601298) group first transferred 60% equity of Rizhao Port Co.Ltd(600017) finance company and 30% equity of Qingdao Port International Co.Ltd(601298) finance company directly held by them to Shandong Port Group, and the company and Qinggang international gave up the right of first refusal respectively (this proposal is referred to as “equity transfer”). After the above equity transfer, Shandong Port Group and the company hold 60% and 40% equity of Rizhao Port Co.Ltd(600017) finance company respectively; Shandong Port Group and Qinggang international hold 30% and 70% equity of Qingdao Port International Co.Ltd(601298) 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, and Rizhao Port Co.Ltd(600017) finance company will be cancelled and dissolved (this proposal is 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 registered capital (10000 yuan) shareholding ratio (%)
1 Qinggang international 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 100.00
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 simultaneously increase the capital of the new finance company (this proposal is referred to as “capital increase and share expansion”), and the company and Qinggang International will not increase the capital synchronously and give up the preemptive right. After the above capital and share increase, the equity structure of the new finance company is as follows:
No. shareholder name registered capital (10000 yuan) shareholding ratio (%)
