Stock abbreviation: Cosco Shipping Specialized Carriers Co.Ltd(600428) Stock Code: 600428 No.: 2021-045 Cosco Shipping Specialized Carriers Co.Ltd(600428)
About cooperation with Shenzhen YIHAITONG Global Supply Chain Management Co., Ltd
Related party transaction announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
The board of directors of the company reviewed and approved the proposed signing of coa transportation contract of South America east route and container leasing and operation agency contract with Shenzhen YIHAITONG Global Supply Chain Management Co., Ltd.
CoA transportation contract for South America east route: according to market practice, the freight rate is linked to the market index according to SCFI
The Shanghai Santos index dynamically adjusts the cabin price. Every time the index rises or falls, the freight rate will be adjusted accordingly as agreed. Container leasing and operation agency contract: the total amount is about US $7560000, the service fee of container allocation scheme is US $2970000, and the container leasing period is 270 days.
1、 Basic information of related party transactions
Cosco Shipping Specialized Carriers Co.Ltd(600428) (hereinafter referred to as “the company”) “the 14th five year plan” has defined the development vision of “building a world leading special shipping company and realizing the transformation to” industrial chain operator “and” overall solution provider “. In order to better promote the company’s development strategy, the company plans to sign a contract with Shenzhen YIHAITONG Global Supply Chain Management Co., Ltd. (hereinafter referred to as” YIHAITONG “) The COA transportation contract of South America east route (hereinafter referred to as “COA transportation contract”) and the container leasing and operation agency contract (hereinafter referred to as “container leasing contract”) give full play to the respective advantages of both parties and improve the overall business performance of the company.
This related party transaction was deliberated and approved at the 28th meeting of the seventh board of directors of the company, and the related directors fulfilled the avoidance obligation when deliberating the proposal. The independent directors issued their prior approval and independent opinions. This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Introduction to related parties
(i) Introduction to related party relationship
As COSCO Shipping Group Co., Ltd. is the indirect controlling shareholder of the company and YIHAITONG, this transaction constitutes a connected transaction in accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange.
（2） Basic information of related parties
1. Basic information
Name: Shenzhen YIHAITONG Global Supply Chain Management Co., Ltd
Enterprise nature: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
Date of establishment: July 23, 2014
Registered capital: RMB 40 million
Registered address: 503 and 504, port building, maritime center, No. 59, Linhai Avenue, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
room
Legal representative: Huang Xiaowen
General business items are: supply chain management; China freight forwarder; International freight forwarders; calculation
Development and sales of computer software and information system software; Information system design, integration and operation dimension
Protection; Information technology consulting; Engaging in advertising business (to be handled separately according to laws, regulations and provisions of the State Council)
If the advertising business is approved, it can be operated only after obtaining a license); China Trade (excluding franchise
Wholesale and retail of commodities specially controlled and monopolized and tobacco leaves, cigarettes, redried tobacco leaves and other tobacco products
Business scope (Sales); Operate import and export business; (laws, regulations and provisions of the State Council shall be implemented only after obtaining permission
Operation); Sales of cosmetics. (the above items involve laws, administrative regulations and decisions of the State Council
Except for the prohibited items, the restricted items can be operated only after obtaining the license)
The project is: engaged in transportation business; Customs declaration and inspection; Engaged in express business (excluding postal service and
Express business of Chinese letters); Warehousing and distribution; Sales of food, Shenzhen Agricultural Products Group Co.Ltd(000061) and aquatic products.
NVOCC business. (projects subject to approval according to law can only be carried out with the approval of relevant departments
Business activities and specific business items shall be subject to the approval documents or licenses of relevant departments)
Founded in July 2014, YIHAITONG is a service platform focusing on supply chain resource integration. Adhering to the concept of “platform, data and differentiation”, YIHAITONG integrates things based on the Internet big data platform
After years of development, we have built a global logistics dedicated line to form a three-dimensional service network of shipping, land transportation, overseas warehouse and international express, providing customers with one-stop cross-border supply chain solutions. With more than 120 employees, YIHAITONG has set up subsidiaries in Shanghai, Guangzhou, Xiamen, Qingdao and other places. It has long-term cooperative solicitation agents in the United States, Europe, South America, the Middle East, Southeast Asia and Africa, and has initially formed a global business network.
2. Main financial indicators of the last year
As of December 31, 2020, YIHAITONG had total assets of 170.7533 million yuan, net assets of 258200 yuan, operating income of 59.25769 million yuan and net profit of 8.6284 million yuan.
3、 Main contents and pricing principles of this related party transaction contract
The related party transactions between the company and YIHAITONG include signing the COA transportation contract of South America east route and the container leasing and operation agency contract. The details are as follows:
(i) Main terms of this related party transaction contract
1. CoA main terms of transport contract
(1) Contract period: two years in 2022 and 2023;
(2) Route: Far East to South America east route;
(3) Voyage arrangement: 2-3 shifts per month, 550teu-750teu per voyage;
(4) Freight rate: according to market practice, the freight rate is linked to the market index according to SCFI
The Shanghai Santos index dynamically adjusts the cabin price. When the current SCFI is 10500-11499, the freight rate is $4970 / 20 foot container and $7100 / 40 foot container. Each time the index rises or falls, the freight rate will be adjusted accordingly as agreed.
2. Main terms of container leasing contract
(1) Basic box rental rate: USD 14 / day / box (within 90 days), USD 8 / day / box (90-180 days) and USD 6 / day / box (180-270 days) in stages, with a total amount of about USD 7560000;
(2) Rental period: 270 days;
(3) Quantity: 3000 40 foot high boxes;
(4) Service fee of container distribution scheme: USD 2970000;
(5) Route: Taicang / Shanghai UAE two-way.
（2） Pricing principle of this connected transaction
It is the actual needs of the company’s shipping operation to carry out the COA transportation contract, container leasing and operation agency contract business of South America east route with YIHAITONG, which is of practical significance to route operation and project implementation. During the above contract negotiation period, the company compared the real-time market transportation price and the searchable container rental market price, and comprehensively studied and carefully analyzed the trend of the shipping market price during the transportation contract period and the container rental market price during the container use period. After several rounds of negotiations, based on the long-term and stable cooperative relationship between the two sides, the contract price adopts the market price, which is in line with the principle of marketization.
4、 Purpose of this connected transaction and its impact on the company
(i) Purpose of this connected transaction
1. Purpose of signing COA transportation contract
First, actively respond to and implement the national call for “stabilizing foreign trade”. Due to the current situation of container transportation market, Chinese enterprises’ foreign trade export has encountered serious logistics problems. The company innovates its operation, uses pulp ships and multi-purpose ships to transport containers, and contributes to the country’s “stable foreign trade”.
The second is to innovate the company’s business model with the help of the advantages of YIHAITONG. The South American east to far east route is the main route for pulp transportation of the company, but there is no stable high-quality source of goods exported from the Far East to South America and East, and the problem of unbalanced return journey has always been the difficulty of the route. After nearly two years of market research and positive attempts, the company has innovatively developed the operation mode of using pulp ships to load containers from the Far East to South America and East, which not only improves the ship turnover efficiency, ensures the shipping date of pulp loading, but also improves the efficiency of return trips. The company will mainly achieve the goal of carrying container goods through cooperation with container liner companies and logistics companies. With strong marketing ability and market reaction speed, YIHAITONG has a number of long-term and stable customers. Relying on the strong support of the shareholder China Ocean Shipping Group Co., Ltd., YIHAITONG is the preferred partner for the company’s container business.
2. Purpose of signing container leasing contract
The project logistics industry chain is the key business in the company’s development strategy, The company successfully won the bid for Abu Dhabi eldafra PV2 Cecep Solar Energy Co.Ltd(000591) power station project (hereinafter referred to as “Abu Dhabi photovoltaic project”) ）Project whole process logistics service contract. The project goods include transformers, accessories, photovoltaic modules, photovoltaic supports, inverters, etc., some of which need to be transported in 40 foot containers. The company’s multi-purpose ship can carry equipment and containers at the same time, which is very suitable for the project.
According to the requirements of the project contract, the company needs to provide customers with empty containers, but the company does not own containers. Therefore, after negotiation, it is planned to rent about 3000 containers from YIHAITONG to ensure the smooth implementation of Abu Dhabi photovoltaic project.
（2） Impact of this connected transaction on the company
1. COA transport contract
From 2022 to 2023, it is estimated that the total volume of goods cooperated with YIHAITONG will be about 36600teu. According to the market analysis, it is expected that the market will remain relatively high in the first half of 2022, and the follow-up market will be predicted as carefully as possible. The total freight revenue in the two years is expected to be about US $53 million. The project is expected to have a good profit, but the benefits of the contract are uncertain due to the uncertainty of other goods and cost sharing of each voyage, and the cost of fuel will also change.
2. Container leasing contract
By signing the container leasing contract, the company can effectively ensure the smooth implementation of Abu Dhabi photovoltaic project, bring a good publicity effect for the company to contract relevant projects abroad in the future, and promote the expansion of the company’s engineering project logistics industry chain business.
5、 Review procedures to be performed for this connected transaction
(i) Deliberations of the board of directors
This connected transaction has been deliberated and approved at the 28th meeting of the seventh board of directors of the company, and the four connected directors of the company performed the obligation of avoiding voting in accordance with the law.
（2） Opinions of independent directors
In accordance with the relevant provisions of the company law, the securities law and the articles of association, all independent directors of the seventh board of directors of the company issued a letter of prior approval for this transaction and expressed their independent opinions as follows: 1. The above-mentioned procedures for deliberation of related party transactions comply with the company law and other relevant laws and regulations, the articles of association and the standards for related party transactions;
2. The above connected transactions follow the principles of fairness, impartiality, voluntariness and good faith. The pricing of connected transactions is fair and reasonable, which is in line with the interests of the listed company and all shareholders, and there is no situation that damages the interests of minority shareholders.
It is hereby announced.
Cosco Shipping Specialized Carriers Co.Ltd(600428) board of directors
December 23, 2021
