China Merchants Energy Shipping Co.Ltd(601872)
Special instructions and independent opinions of independent directors on the company’s external guarantee and occupation of non operating funds of related parties in 2021
In accordance with laws and regulations such as the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies (zjf [2003] No. 56), the notice on regulating external guarantees of listed companies (zjf [2005] No. 120) and internal system documents such as the articles of Association, we, as independent directors of China Merchants Energy Shipping Co.Ltd(601872) have verified the 2021 annual report of the company and issued independent opinions as follows:
1、 New external guarantees in 2021
1) According to the authorization of the 35th meeting of the 5th board of directors held on April 28, 2020 and the 2019 annual general meeting of shareholders held on May 21, 2020. China Merchants Energy Shipping Co.Ltd(601872) bulk carrier holding Co., Ltd., a wholly-owned subsidiary of the company, was a wholly-owned single vessel company (the next “VLOC joint venture”) of VLOC maritime 05 HK Limited, a joint venture established by the wholly-owned subsidiary of the company and ICBC Financial Leasing Co., Ltd. with a shareholding ratio of 30% and 70% on March 10, 2021, Ltd. (hereinafter referred to as “FPG”) signed a performance guarantee agreement for VLOC ships. The agreement stipulates that bulk cargo holdings will issue a guarantee to the financing provider for the guaranteed ore China HK Limited, with a guarantee limit of US $22.91 million.
2) The fourth meeting of the sixth board of directors held on March 24, 2021 and the 2020 annual general meeting of shareholders held on May 10, 2021 deliberated and approved the proposal on Authorizing guarantee to wholly-owned and holding subsidiaries, and agreed that the company would bear new guarantee liability for wholly-owned subsidiaries of no more than 766.6 million US dollars from May 1, 2021 to April 30, 2022, The newly added guarantee liability for holding subsidiaries shall not exceed 200 million yuan.
3) The financing agreement of the 35th annual meeting of the board of directors of the joint venture company (hereinafter referred to as “the financing agreement of the wholly-owned subsidiary of China Merchants Bank“) was successively signed by the wholly-owned subsidiary of China Merchants Bank in 2024, and the remaining ships of the joint venture company (hereinafter referred to as “the financing agreement of the wholly-owned subsidiary of China Merchants Bank“) came into force in 2025, The guarantee limit is US $59.44 million.
4) Authorized by the fourth meeting of the sixth board of directors and the 2020 annual general meeting of shareholders, the company’s wholly-owned subsidiary “BVI company” provided credit guarantee for the company’s wholly-owned subsidiary chinavloc’s US $200 million loan to China Industrial And Commercial Bank Of China Limited(601398) (Asia) Co., Ltd. and signed the guarantee agreement.
5) Authorized by the fourth meeting of the sixth board of directors of the company and the 2020 annual general meeting of shareholders, China VLCC, a wholly-owned subsidiary of the company, signed a guarantee agreement with a syndicate composed of ing (Dutch commercial bank) and Export Import Bank of China (hereinafter referred to as the “financing party”) to provide guarantee for the ship financing of the financing party for the single ship companies building six new VLCCs and ensure that the six single ship companies repay the principal and interest on time. The guarantee amount is 348.67 million US dollars.
By the end of the reporting period, the company had no overdue external guarantee.
The company strictly abides by the provisions of the articles of association, the company’s external guarantee management system and other internal control systems, and the external guarantee has been fully and completely disclosed. The decision-making procedure of the company’s external guarantee is legal and effective, and the company has timely fulfilled the relevant information disclosure obligations, without damaging the interests of the company and its shareholders, especially the minority shareholders.
2、 Occupation of funds of related parties
During the reporting period, the company’s controlling shareholders and their related parties did not occupy the company’s funds for non operating purposes. Independent director of the 6th board of directors
Zhang Liang, Sheng Muxian, Wu Shuxiong, Quan Zhongguang
March 24, 2022
