Securities abbreviation: Cosco Shipping Holdings Co.Ltd(601919) securities code: Cosco Shipping Holdings Co.Ltd(601919) Announcement No.: 2022024
Cosco Shipping Holdings Co.Ltd(601919)
Announcement on the acquisition of equity and related party transactions of COSCO Shipping Group Finance Co., Ltd
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 legal responsibility for the authenticity, accuracy and completeness of its contents.
Important:
1. COSCO Shipping Group Finance Co., Ltd. (hereinafter referred to as "finance company" or "COSCO Shipping finance") plans to adjust the equity structure (hereinafter referred to as "this equity adjustment"), Cosco Shipping Holdings Co.Ltd(601919) (hereinafter referred to as " Cosco Shipping Holdings Co.Ltd(601919) ," the company "or" the company ", together with its subsidiaries, collectively referred to as" the group ") plans to participate in this equity adjustment, At the price of 137892664636 yuan, COSCO Shipping International Freight Co., Ltd. (hereinafter referred to as "COSCO Shipping"), COSCO Shipping (Tianjin) Co., Ltd. (hereinafter referred to as "COSCO Shipping Tianjin"), COSCO Shipping (Qingdao) Co., Ltd. (hereinafter referred to as "COSCO Shipping Qingdao"), COSCO Shipping (Xiamen) Co., Ltd. (hereinafter referred to as "COSCO Shipping Xiamen") China Cssc Holdings Limited(600150) Fuel Co., Ltd. (hereinafter referred to as "CSSC"), COSCO Shipbuilding Industry Co., Ltd. (hereinafter referred to as "COSCO shipbuilding") and COSCO Shipping Engineering Group Co., Ltd. (hereinafter referred to as "COSCO Shipping") purchased a total of 151258% equity of the finance company (hereinafter referred to as "this equity purchase" or "this transaction").
2. Among the counterparties of this equity purchase of the company, except COSCO Shipping freight is an indirect wholly-owned subsidiary of the company, other counterparties are subsidiaries directly or indirectly controlled by COSCO Shipping Group Co., Ltd. (hereinafter referred to as "COSCO Shipping Group"), the indirect controlling shareholder of the company. According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules of Shanghai Stock Exchange), this equity purchase of the company (except for the company's acquisition of the equity of the financial company held by COSCO Shipping freight) constitutes a related party transaction of the company. 3. This equity purchase of the company does not constitute a major asset restructuring.
4. This equity purchase is subject to the approval of Bank Of China Limited(601988) Insurance Regulatory Commission and Shanghai regulatory bureau.
5. This transaction needs to be disclosed in time after being deliberated by the board of directors, and does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of related party transactions
In order to meet the relevant provisions of the measures for the implementation of administrative licensing matters of non bank financial institutions, and further optimize its own equity structure, so that the equity (capital contribution) structure of the financial company can better match the business scale of each member unit served by the financial company, the financial company plans to adjust the equity structure.
According to the equity adjustment plan of the finance company, the company signed a conditional equity transfer agreement with COSCO Shipping freight, COSCO Shipping Tianjin, COSCO Shipping Qingdao, COSCO Shipping Xiamen, China Shipbuilding fuel, COSCO shipbuilding and COSCO Shipping on May 19, 2022, which agreed that the company would purchase 151258% of the equity of the finance company with its own funds at the price of 137892664636 yuan, The transaction price shall be based on the appraisal report issued by the appraisal institution and filed and confirmed by the competent State-owned Assets Supervision and administration institution, which shall be determined by all parties through negotiation
The book value increased by 3.71% on the benchmark date. Because the asset appraisal report of this transaction needs to be
Perform the filing procedures of state-owned assets in accordance with national laws and regulations. For example, the above evaluation results are in the filing process
If there is any adjustment, the transfer price of this transaction will be evaluated according to the price confirmed after performing the filing procedures
The valuation shall be adjusted accordingly.
At the same time of this equity purchase of the company, Cosco Shipping Development Company Limited(601866) (in words)
Hereinafter referred to as " Cosco Shipping Development Company Limited(601866) ") and China Ocean Shipping Co., Ltd. (hereinafter referred to as "COSCO")
The group ") signed the equity transfer agreement with conditional effect and agreed that Cosco Shipping Development Company Limited(601866) will
Transfer 10% of the equity of the finance company to COSCO Group; China Ocean Shipping Agency Co., Ltd
Company (hereinafter referred to as "ocean shipping agent") and China Ocean Shipping Tally Co., Ltd. (hereinafter referred to as
"Ocean tally") and COSCO Shipping Logistics Co., Ltd. (hereinafter referred to as "COSCO Shipping Logistics")
(flow) sign the equity transfer agreement with conditional effect, and agree on the foreign ship agent and the foreign ship
Tally transferred 4.8018% of the total equity of the finance company to COSCO Shipping Logistics; wide
Guangzhou Ocean Shipping Co., Ltd. (hereinafter referred to as "Guangzhou Ocean Shipping") and COSCO Shipping special transportation
Transmission Co., Ltd. (hereinafter referred to as " Cosco Shipping Specialized Carriers Co.Ltd(600428) ") signed the share certificate with conditions in force
The equity transfer agreement stipulates that Guangzhou COSCO will transfer 3.5214% of the equity held by the finance company
Here you are Cosco Shipping Specialized Carriers Co.Ltd(600428) . After the adjustment of the original equity structure of the company, the company will retire
The number of shareholders of the finance company was adjusted from 15 to 8.
Before and after the equity adjustment, the equity structure of the finance company is shown in the following table:
Sequence shareholder name investment proportion sequence shareholder name investment proportion No
1 COSCO 312083% 1 COSCO 312083%
2 China Ocean Shipping Agency Co., Ltd. 4.4817% 2 COSCO Shipping Logistics Co., Ltd. 4.8018% 3 China Ocean Shipping Tally Co., Ltd. 0.3201%
4 COSCO Shipping (Tianjin) Co., Ltd. 6.4025% 3 COSCO Shipping Co., Ltd. 100000%
5 COSCO Shipping (Qingdao) Co., Ltd. 2.5610%/
Sequence shareholder name investment proportion sequence shareholder name investment proportion No
6 COSCO Shipping (Xiamen) Co., Ltd. 0.3201%
7 China Cssc Holdings Limited(600150) Fuel Co., Ltd. 0.6402%
8 COSCO Shipbuilding Industry Co., Ltd. 1.2005%
9 COSCO Shipping Engineering Group Co., Ltd. 0.8003%
COSCO Shipping Group subtotal 479347% COSCO Shipping Group subtotal 460101%
COSCO Shipping Container Transportation Co., Ltd. 7.8430% 4 Cosco Shipping Holdings Co.Ltd(601919) 151258%
11 COSCO Shipping International Freight Co., Ltd. 3.2012% 5 COSCO Shipping Container Transportation Co., Ltd. 7.8430%
Cosco Shipping Holdings Co.Ltd(601919) subtotal 110442% Cosco Shipping Holdings Co.Ltd(601919) subtotal 229688%
12 Cosco Shipping Development Company Limited(601866) 233840% 6 Cosco Shipping Development Company Limited(601866) 133840%
13 Cosco Shipping Energy Transportation Co.Ltd(600026) 109145% 7 Cosco Shipping Energy Transportation Co.Ltd(600026) 109145%
14 Cosco Shipping Specialized Carriers Co.Ltd(600428) 3.2012% 8 Cosco Shipping Specialized Carriers Co.Ltd(600428) 6.7226% 15 Guangzhou Ocean Shipping Co., Ltd. 3.5214%
Cosco Shipping Specialized Carriers Co.Ltd(600428) subtotal 6.7226% Cosco Shipping Specialized Carriers Co.Ltd(600428) subtotal 6.7226%
Total 1000000% total 1000000%
According to the company law of the people's Republic of China, the shareholders of the company transfer to persons other than shareholders
Let other shareholders have the preemptive right.
In this equity adjustment, COSCO Shipping
Container transportation Co., Ltd. (hereinafter referred to as "COSCO marine container transportation") has priority to purchase
The company will increase the share of the right. After this equity adjustment, the company and its wholly-owned subsidiaries
COSCO Shipping Container Transportation Co., Ltd. holds 229688% of the equity of the finance company, which is the largest financial company
The second largest shareholder of the company.
On May 19, 2022, the company held the 17th meeting of the 6th board of directors, which was approved after deliberation
After passing the proposal on acquiring the equity of COSCO Shipping Group Finance Co., Ltd
The joint directors avoid voting, and the independent directors express their independent opinions. See the synchronous disclosure for details
Cosco Shipping Holdings Co.Ltd(601919) announcement on the resolution of the 17th meeting of the 6th board of directors (Announcement No.: 2022)-
022) and Cosco Shipping Holdings Co.Ltd(601919) independent directors' deliberation on the 17th meeting of the 6th board of directors
Independent opinions on matters.
In accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange, together with this transaction (in the acquisition of the company)
Except for the equity transactions of the financial company held by Yuanhai shipping freight), the cumulative amount of the transactions with the same related party in the past 12 months and the transactions related to the subscripts of the same transaction category with different related parties that have not fulfilled the disclosure obligation is less than 5% of the absolute value of the company's latest audited net assets. This transaction does not need to be submitted to the general meeting of shareholders for deliberation.
This equity purchase is subject to the approval of Bank Of China Limited(601988) Insurance Regulatory Commission and Shanghai regulatory bureau.
2、 Introduction to related parties
(I) related party relationship
As of April 30, 2022, COSCO Shipping Group directly and indirectly held 46.89% of the company's equity, which is the indirect controlling shareholder of the company. Among the counterparties of this equity purchase, except COSCO Shipping freight is an indirect wholly-owned subsidiary of the company, other counterparties are subsidiaries directly or indirectly controlled by COSCO Shipping Group. According to article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, these entities constitute the related parties of the company, and this equity structure adjustment (except the equity transaction of the company's acquisition of the financial company held by COSCO Shipping freight) constitutes the related party transaction of the company.
(II) basic information of related parties
(1) COSCO Shipping Tianjin
(a) Basic information
Name COSCO Shipping (Tianjin) Co., Ltd
Unified social credit code 911201161011665951
Date of establishment: October 26, 1995
Registered capital: RMB 8885 million
Registered address: building 12, Yuanhang business center, intersection of Central Avenue and Dongqi Road, Tianjin pilot free trade zone (Airport Economic Zone)
Legal representative: Wang Ran
License project: China Cssc Holdings Limited(600150) management business; Port operation; Tourism business; Engineering cost consulting business; Construction project construction; Accommodation services; Food sales; Retail of tobacco products; Food and Beverages. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments). General projects: research and development of emerging energy technologies; Research and development of carbon capture and storage technologies; Wind power technology services Cecep Solar Energy Co.Ltd(000591) power generation technology service; Internet of things technology services; Information system integration service; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; International freight forwarder; International ship management business; Trade brokerage; Import and export agency; Ship port services; China cargo transportation agency; Import and export of goods; Technology import and export; Labor services (excluding labor dispatch); Non residential real estate business scope leasing; Housing lease; Warehousing equipment leasing services; Mechanical equipment leasing; estate management; hotel management; Small and mini bus rental and operation services; Pension services; Information consulting services (excluding licensed information consulting services); Information technology consulting services; Human resources services (excluding professional intermediary activities and labor dispatch services); Filing service; Unit logistics management services; Advertising production; Communication equipment manufacturing [branch operation]; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Software development; Information system operation and maintenance services; Business agency services; Network technology services; Sales of daily necessities; Wholesale of hardware products; Retail of hardware products; Fitness and leisure activities; Conference and exhibition services; Parking service; Business training (excluding Education)
