Securities code: 601298 securities abbreviation: Qingdao Port International Co.Ltd(601298) Announcement No.: pro 2022-002 Qingdao Port International Co.Ltd(601298)
Suggestive announcement on the change of shareholding structure of controlling shareholders
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 acquisition is that the state owned assets supervision and Administration Commission of Qingdao Municipal People’s Government (hereinafter referred to as “Qingdao SASAC”) transferred 51% equity of Shandong Port Qingdao Port International Co.Ltd(601298) (hereinafter referred to as ” Qingdao Port International Co.Ltd(601298) ” or “the company”) Group Co., Ltd. (hereinafter referred to as ” Qingdao Port International Co.Ltd(601298) ” group), the controlling shareholder of Qingdao Port International Co.Ltd(601298) directly held by it, to Shandong Port Group Co., Ltd. (hereinafter referred to as “the company”) free of charge “Shandong Port Group”), which led to the indirect acquisition of 55.77% of the company’s shares by Shandong Port Group.
According to Article 63 of the measures for the administration of the acquisition of listed companies, this acquisition meets the circumstances of exemption from making an offer.
After the acquisition, the controlling shareholder of the company will remain Qingdao Port International Co.Ltd(601298) group, and the actual controller will be changed from Qingdao SASAC to the state owned assets supervision and Administration Commission of Shandong Provincial People’s Government (hereinafter referred to as “Shandong SASAC”).
The company received the notice from the controlling shareholder Qingdao Port International Co.Ltd(601298) group on January 23, 2022 that the equity of Qingdao Port International Co.Ltd(601298) group will be changed. The relevant information is hereby announced as follows:
1、 Basic information of Qingdao Port International Co.Ltd(601298) group equity change
On January 23, 2022, the company received the notice from the controlling shareholder Qingdao Port International Co.Ltd(601298) group. Shandong Port Group, Qingdao SASAC and Qingdao Port International Co.Ltd(601298) group jointly signed the free transfer agreement between Shandong Port Group Co., Ltd. and the state owned assets supervision and Administration Commission of Qingdao Municipal People’s Government on 51% equity of Shandong Port Qingdao Port International Co.Ltd(601298) Group Co., Ltd, Qingdao SASAC transferred 51% equity of Qingdao Port International Co.Ltd(601298) group to Shandong Port Group (hereinafter referred to as “this free transfer”). After the completion of this free transfer, Qingdao Port International Co.Ltd(601298) group will become a wholly-owned subsidiary of Shandong Port Group.
Qingdao Port International Co.Ltd(601298) the shareholding structure of the group is proposed to be changed, as follows:
Before the completion of this equity transfer, Qingdao SASAC directly held 51% equity of Qingdao Port International Co.Ltd(601298) group, The number of Qingdao Port International Co.Ltd(601298) shares indirectly held by Qingdao Port International Co.Ltd(601298) group is 3620103000 shares (including 3522179000 A shares directly held by Qingdao Port International Co.Ltd(601298) group, 84185000 H shares and 13739000 H shares indirectly held by Shandong Port Financial Holding Co., Ltd.), accounting for about 55.77% of the total share capital of Qingdao Port International Co.Ltd(601298) . Qingdao SASAC is the actual controller of the company. The specific equity relationship structure is as follows:
Note: the shares held by Qingdao International Investment Co., Ltd. include some shares of refinancing and lending business, and the ownership of these shares has not been transferred, the same below.
After the equity transfer, Shandong Port Group directly holds 100% equity of Qingdao Port International Co.Ltd(601298) group, The number of Qingdao Port International Co.Ltd(601298) shares indirectly held by Qingdao Port International Co.Ltd(601298) group is 3620103000 shares (including 3522179000 A shares directly held by Qingdao Port International Co.Ltd(601298) group, 84185000 H shares and 13739000 H shares indirectly held by Shandong Port Financial Holding Co., Ltd.), accounting for about 55.77% of the total share capital of Qingdao Port International Co.Ltd(601298) .
According to the articles of association of Shandong Port Group Co., Ltd., all shareholders of Shandong Port Group unanimously agree to entrust Shandong SASAC to manage 100% equity of Shandong Port Group, and Shandong SASAC is the actual controller of the company. The specific equity relationship structure is as follows:
2、 The influence of the change of the controlling shareholder’s ownership structure on the company
After the equity transfer, the controlling shareholder of the company is still Qingdao Port International Co.Ltd(601298) group, and the actual controller is changed from Qingdao SASAC to Shandong SASAC. This Qingdao Port International Co.Ltd(601298) group equity change will not lead to changes in the company’s main business structure and will not have a material impact on the company’s normal business activities.
3、 Follow up matters and risk tips involved
For details of this acquisition, see the summary of Qingdao Port International Co.Ltd(601298) acquisition report disclosed by the company on the designated information disclosure media on the same day. The above changes in shareholders’ equity involve subsequent work such as disclosure of acquisition report by information disclosure obligor and exemption from tender offer. The company will continue to pay attention to relevant progress in strict accordance with the phased information disclosure requirements, and timely perform the information disclosure obligations in accordance with the requirements of relevant laws and regulations. Please pay attention to investment risks.
It is hereby announced.
Qingdao Port International Co.Ltd(601298) board of directors January 24, 2022
