Stock abbreviation: Cosco Shipping Technology Co.Ltd(002401) Stock Code: 002401 No.: 2022-008 Cosco Shipping Technology Co.Ltd(002401)
Announcement on related party transactions donated to COSCO Shipping Charity Foundation in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Cosco Shipping Technology Co.Ltd(002401) (hereinafter referred to as “the company”) held the sixth meeting of the seventh board of directors on February 14, 2022, deliberated and approved the proposal on related party transactions donated to COSCO Shipping Charity Foundation in 2022, and agreed to donate 1 million yuan to COSCO Shipping charity foundation. The details are as follows:
1、 Overview of related party transactions
The company plans to donate 1 million yuan to COSCO Shipping charity foundation with its own funds, which will be mainly used for public welfare charities focusing on consolidating and expanding the achievements of poverty alleviation and effectively connecting with rural revitalization.
The indirect controlling shareholder of the company, China Ocean Shipping Group Co., Ltd. (hereinafter referred to as “COSCO Shipping Group”) and its affiliated units are the main sponsors of COSCO Shipping charity foundation, the counterparty of this transaction. This donation constitutes a related party transaction. The transaction has been deliberated and approved at the sixth meeting of the seventh board of directors, the related directors avoided voting, and the independent directors issued their prior confirmation opinions and independent opinions. This transaction does not need to be submitted to the general meeting of shareholders for deliberation.
This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by other relevant departments.
2、 Basic information of related parties
(I) registration information
Name: COSCO Shipping Charity Foundation
Unified social credit Code: 53100000500019947n
Legal representative: ye Hongjun
Nature of unit: Foundation
Date of establishment: December 20, 2005
Start up capital: RMB 100 million
Address: F1101, Yuanyang building, 158 fuxingmennei street, Xicheng District, Beijing
Business scope: implementing social assistance, supporting vulnerable groups and carrying out public welfare and charity activities. Business competent unit: Ministry of Civil Affairs
(II) historical evolution, development of main businesses in the last three years and financial data of the latest fiscal year
COSCO Shipping charity foundation was approved and registered by the Ministry of civil affairs in October 2005. It was officially established on December 20 of the same year. It is the first batch of non-public foundations initiated by central enterprises in China. It was rated as a 4A social organization by the Ministry of civil affairs in 2018. The initiator is China Ocean Shipping Group Co., Ltd. and its affiliated units. Since its establishment, COSCO Shipping Charity Foundation has carried forward the national spirit, dedicated COSCO Shipping love, supported charity and public welfare undertakings, and promoted the harmonious development of society. It has actively fulfilled its corporate social responsibility and actively carried out social assistance activities such as poverty relief, poverty relief and student assistance in strict accordance with the wishes of donors.
From 2018 to 2020, COSCO Shipping Charity Foundation received a total of 226.453 million yuan in donations (all donated by subsidiaries of COSCO Shipping Group); The accumulated expenditure for charitable activities was 31432700 yuan, and the management cost was 1837800 yuan.
In 2020, the operating income of COSCO Shipping charity foundation was 92.2704 million yuan and the net profit was 0 million yuan (the foundation is a non-profit organization); The total assets are 301585000 yuan, the total liabilities are 67800 yuan, and the net assets are 301517200 yuan.
(III) relationship
COSCO Shipping Group, the indirect controlling shareholder of the company, and its affiliated units are the main sponsors of COSCO Shipping charity foundation, the counterparty of this transaction. This donation constitutes a related party transaction.
(IV) performance capacity
COSCO Shipping charity foundation is one of the first non-public foundations initiated by central enterprises in China. It was rated as a 4A social organization by the Ministry of civil affairs in 2018. Since its establishment, it has existed in accordance with the law and actively carried out social assistance activities such as poverty relief, poverty alleviation and student assistance. It is not a dishonest person and has good performance ability.
3、 Main contents of related party transactions
The company plans to donate 1 million yuan of public welfare fund to COSCO Shipping charity foundation with its own funds, which will be mainly used for public welfare charities focusing on consolidating and expanding the achievements of poverty alleviation and effectively connecting with rural revitalization.
4、 Transaction purpose and impact
The company donated public welfare funds to COSCO Shipping Charity Foundation in order to actively fulfill the social responsibility of listed companies and give back to the society. The donation will help to improve the company’s social image and expand the company’s brand influence.
This connected transaction follows the principles of openness, fairness and impartiality, has no adverse impact on the current and future financial status and operating results of the company, has no adverse impact on the independence of the company, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
5、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
No other affiliated transactions with COSCO Shipping foundation occurred at the beginning of the year.
6、 Prior confirmation and independent opinions of independent directors
1. Prior confirmation opinions of independent directors
The company’s donation to COSCO Shipping charity foundation is an important performance of actively fulfilling the social responsibility of listed companies and giving back to the society. The donation related party transaction does not have a significant impact on the current and future financial status and operating results of the company, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders. We agree that the company will submit the related party transaction proposal on donation to COSCO Shipping Charity Foundation in 2022 to the sixth meeting of the seventh board of directors for deliberation according to the related party transaction decision-making procedures, and the related directors need to avoid voting at the board of directors.
2. Independent opinions of independent directors
The voting procedure of the board of directors in considering the proposal on related party transactions donated to COSCO Shipping Charity Foundation in 2022 complies with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the company. The related directors avoided voting when considering the related party transactions, and the voting procedure and voting results are legal and effective. This related party transaction aims to actively fulfill the social responsibility of the listed company and give back to the society, which will not have a significant impact on the normal production and operation of the company, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree that the company will donate 1 million yuan of public welfare fund to COSCO Shipping charity foundation with its own funds.
7、 Documents for future reference
1. Resolution of the sixth meeting of the seventh board of directors and its signature page;
2. Independent opinions of independent directors on related party transactions donated to COSCO Shipping Charity Foundation in 2022;
3. Independent opinions of independent directors on matters related to the sixth meeting of the seventh board of directors.
It is hereby announced.
Cosco Shipping Technology Co.Ltd(002401)
Board of directors
February 15, 2002
