Securities abbreviation: Cosco Shipping Holdings Co.Ltd(601919) securities code: Cosco Shipping Holdings Co.Ltd(601919) Announcement No.: 2022025
Cosco Shipping Holdings Co.Ltd(601919)
About the financial contribution of the company and its wholly-owned subsidiaries to COSCO Shipping Group
Announcement on related party transactions of capital increase of limited liability company
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 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") and COSCO Shipping Container Transportation Co., Ltd. (hereinafter referred to as "COSCO Shipping Container Transportation"), a wholly-owned subsidiary of the company, cooperated with China Ocean Shipping Group Co., Ltd. (hereinafter referred to as "COSCO Shipping Group") on May 19, 2022 China Ocean Shipping Co., Ltd. (hereinafter referred to as "COSCO Group"), Cosco Shipping Development Company Limited(601866) (hereinafter referred to as " Cosco Shipping Development Company Limited(601866) ), Cosco Shipping Energy Transportation Co.Ltd(600026) (hereinafter referred to as" Cosco Shipping Energy Transportation Co.Ltd(600026) ), Cosco Shipping Specialized Carriers Co.Ltd(600428) (" Cosco Shipping Specialized Carriers Co.Ltd(600428) ") and COSCO Shipping Logistics Co., Ltd. (hereinafter referred to as "COSCO Shipping Logistics") jointly signed the capital increase agreement with effective conditions, It is agreed that after the equity structure adjustment of COSCO Shipping Group Finance Co., Ltd. (hereinafter referred to as "finance company" or "COSCO Shipping finance") is approved by Shanghai regulatory bureau of Bank Of China Limited(601988) Insurance Regulatory Commission and the delivery is completed, the company and COSCO Shipping centralized transportation will increase the cash capital of 13500000000 yuan to the finance company in the same proportion as the above parties, including 2041983000 yuan COSCO Shipping increased its capital by 1058805000 yuan, and the group increased its total capital by 3100788000 yuan (hereinafter referred to as "this capital increase" or "this transaction"). For the specific contents of the equity structure adjustment of the finance company, see the announcement of Cosco Shipping Holdings Co.Ltd(601919) on the acquisition of equity and related party transactions of COSCO Shipping Group Finance Co., Ltd. (Announcement No.: 2022024) announced by the company on the designated information disclosure media on the same day. 2. As the related parties involved in this capital increase except the company and its subsidiary COSCO Shipping Group are the indirect controlling shareholder of the company COSCO Shipping Group and its subsidiaries directly or indirectly controlled by the company, according to the relevant provisions of the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules of Shanghai Stock Exchange"), the above subjects constitute the related parties of the company, so this capital increase constitutes a related party transaction.
3. This capital increase does not constitute a major asset restructuring.
4. The capital increase is subject to the approval of Shanghai regulatory bureau of Bank Of China Limited(601988) Insurance Regulatory Commission.
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
On May 19, 2022, the company and its subsidiary COSCO Shipping Group signed a capital increase agreement with COSCO Shipping Group, COSCO Group, Cosco Shipping Development Company Limited(601866) , Cosco Shipping Energy Transportation Co.Ltd(600026) , Cosco Shipping Specialized Carriers Co.Ltd(600428) and COSCO Shipping Logistics. It was agreed that after the equity structure adjustment of the financial company was approved by the Shanghai regulatory bureau of Bank Of China Limited(601988) Insurance Regulatory Commission and the delivery was completed, Eight financial shareholders of COSCO Shipping, including the company and its subsidiary COSCO Shipping, agreed to increase the total capital of COSCO Shipping finance with monetary capital by RMB 13500000000 according to the adjusted equity ratio, of which the company increased the capital by RMB 2041983000 with its own capital, COSCO Shipping increased the capital by RMB 1058805000 with its own capital, and the group increased the capital by RMB 3100788000. After the capital increase, the registered capital of COSCO Shipping finance increased from RMB Shanghai Pudong Development Bank Co.Ltd(600000) 00000 (including US $25 million) to RMB 195000000 (including US $25 million). The company's equity in the finance company accounted for 151258%, COSCO Shipping Container Transportation's equity in the finance company accounted for 7.8430%, and the group's total equity in the finance company was 229688%. For the specific contents of the equity structure adjustment of the finance company, please refer to the announcement of Cosco Shipping Holdings Co.Ltd(601919) on the acquisition of equity and related party transactions of COSCO Shipping Group Finance Co., Ltd. (Announcement No.: 2022024) announced by the company on the designated information disclosure media on the same day.
For the purpose and reasons of this transaction, see "VI. purpose of related party transactions and impact on the company" in this announcement.
On May 19, 2022, the company held the 17th meeting of the 6th board of directors and deliberated and adopted the proposal on capital increase of COSCO Shipping Group Finance Co., Ltd. by the company and its wholly-owned subsidiaries. The related directors avoided voting and the independent directors expressed their independent opinions. For details, please refer to the announcement on the resolution of the 17th meeting of the 6th board of directors of Cosco Shipping Holdings Co.Ltd(601919) Co., Ltd. (Announcement No.: 2022022) and the independent opinions of Cosco Shipping Holdings Co.Ltd(601919) independent directors on the matters considered at the 17th meeting of the 6th board of directors.
The capital increase still needs to be approved by Shanghai regulatory bureau of Bank Of China Limited(601988) Insurance Regulatory Commission
Together with this transaction, the cumulative amount of the company's transactions with the same related person in the past 12 months and the transactions related to the subscripts of the same transaction category with different related persons 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.
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. In addition to the company and its subsidiary COSCO Shipping, the related parties involved in this capital increase are COSCO Shipping Group and its subsidiaries directly or indirectly controlled. According to article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, the above subjects constitute the related parties of the company, and this capital increase constitutes the related party transaction of the company.
(II) basic information of related parties
1. COSCO Shipping Group
(1) Basic information
Name: China Ocean Shipping Group Co., Ltd
Unified social credit code 91310000ma1fl1mmxl
Date of establishment: February 5, 2016
Registered capital: RMB 1100000000
Registered address: No. 628 Minsheng Road, China (Shanghai) pilot Free Trade Zone
Legal representative: Wan min
International ship transportation and international shipping auxiliary business; Engage in the import and export business of goods and technology; International freight forwarding business by sea, land and air; Self owned ship leasing; Sales of ships, containers and steel; Design of offshore engineering equipment; Business scope: Wharf and port investment; Communication equipment sales, information and technology services; Storage (excluding hazardous chemicals); Engaged in technology development, technology transfer, technical consultation, technical services and equity investment funds in the fields related to ships and spare parts.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(2) Ownership structure
(3) Main financial indicators of the latest year
Unit: RMB
December 31, 2021 March 31, 2022
Total assets 97615126340428103777155280332
Total liabilities 5596579852187359764722602211
Net assets 4164932781855544012432678121
Asset liability ratio 57.33% 57.59%
January March 2022, 2021
Operating income 5415372102861015898914343857
Net profit 105034951868612634465285293
2. COSCO Group
(1) Basic information
Name: China Ocean Shipping Co., Ltd
Unified social credit code 9111 Shenzhen Ecobeauty Co.Ltd(000010) 0001430t
Date of establishment: October 22, 1983
The registered capital is 16191351300 yuan
Registered address: No. 6, East Chang'an Street, Dongcheng District, Beijing
Legal representative: Wan min
Business scope: International Shipping; International Maritime auxiliary business; Accept the main booking, voyage charter and time charter of Chinese foreign cargo; Undertake the leasing, construction, sale and purchase of ships and container ships
Box and its maintenance and spare parts manufacturing business; Ship custody business; Ship materials, spare parts and communication services related to shipping business outside China; Management of enterprises engaged in shipping and cargo agency business and seafarer assignment business. (market entities shall independently choose business items and carry out business activities according to law; international ship transportation, international maritime auxiliary business and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
(2) Ownership structure (3) main financial indicators of the latest year
Unit: RMB
December 31, 2021 March 31, 2022
Total assets 5287362909180459501 Dnake (Xiamen) Intelligent Technology Co.Ltd(300884) 540
Total liabilities 2766450146630227664501466302
Net assets 2520912762550225209127625502
Asset liability ratio 52.32% 46.49%
January March 2022, 2021
Operating income 3978839845401512376543140656
Net profit 11007275890486340 Shandong Gold Mining Co.Ltd(600547) 0188
3. Cosco Shipping Development Company Limited(601866) (1) basic information
Name Cosco Shipping Development Company Limited(601866)
Unified social credit code 91310 Zhongbai Holdings Group Co.Ltd(000759) 579978l
Date of establishment: March 3, 2004
The registered capital is 11608125000 yuan
Registered address: room a-538, Guomao building, China (Shanghai) pilot Free Trade Zone
Legal representative: Wang Daxiong
Ordinary cargo ships along the coast of China and the middle and lower reaches of the Yangtze River, feeder liner transportation in foreign trade containers along the coast of China, international ship transportation (including container liner transportation), container manufacturing, repair and leasing, ship leasing, and the business scope of self owned containers and self-use ships. China's coastal ordinary cargo ships (except bulk carriers) maritime management, locomotive management, ship repair, maintenance, trading, leasing, operation, asset management and other ship management services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(2) Ownership structure
(3) Main financial indicators of the latest year
