Qingdao Port International Co.Ltd(601298)
Summary of acquisition Report
Name of listed company: Qingdao Port International Co.Ltd(601298)
Listing place: Shanghai Stock Exchange (A shares), stock exchange of Hong Kong (H shares)
Stock abbreviation: Qingdao Port International Co.Ltd(601298) (A shares), Qingdao Port International Co.Ltd(601298) (H shares)
Stock Code: 601298 SH、06198. HK
Name of purchaser: Shandong Port Group Co., Ltd
Address: Shandong Port building, No. 7, Gangji Road, Shibei District, Qingdao, Shandong Province
Mailing address: Shandong Port building, No. 7, Gangji Road, Shibei District, Qingdao, Shandong Province
Date of signature: January, 2002
Purchaser’s statement
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the “interpretation” of this report. 1、 This report is prepared in accordance with the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies (revised in 2020) and other relevant laws, regulations and departmental rules.
2、 In accordance with the provisions of the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Report on the acquisition of listed companies (revised in 2020), this report has fully disclosed the shares in which the acquirer has an interest in Qingdao Port International Co.Ltd(601298) .
As of the signing date of this report, except for the shareholding information disclosed in this report, the acquirer has no interest in Qingdao Port International Co.Ltd(601298) in any other way.
3、 The purchaser has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the purchaser.
4、 The acquirer obtained 51.00% equity of Qingdao Port International Co.Ltd(601298) group through free transfer of state-owned equity. After the free transfer, Shandong Port Group will hold 100% equity of Qingdao Port International Co.Ltd(601298) group, resulting in indirect acquisition of 55.77% of Qingdao Port International Co.Ltd(601298) shares held by Qingdao Port International Co.Ltd(601298) group. This acquisition complies with the exemption from making an offer stipulated in Article 63 of Chapter VI of the administrative measures for the acquisition of listed companies.
5、 This acquisition is based on the information stated in this report. Except for the purchaser and the professional institutions engaged with securities business qualification, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
catalogue
Section 1 interpretation Section 2 Introduction to the purchaser Section 3 the acquisition decision and purpose Section IV acquisition method Section V sources of acquisition funds Section 6 exemption from making an offer twenty-one
Section I interpretation
Unless otherwise specified, the following abbreviations have the following meanings in this report:
This report refers to the summary of Qingdao Port International Co.Ltd(601298) acquisition report
Qingdao Port International Co.Ltd(601298) . Listed company refers to Qingdao Port International Co.Ltd(601298) (Stock Code: 601298. Sh, 06198. HK)
Shandong Port Group and purchaser refer to Shandong Port Group Co., Ltd
Qingdao Port International Co.Ltd(601298) group refers to Shandong Port Qingdao Port International Co.Ltd(601298) Group Co., Ltd
Rizhao Port Co.Ltd(600017) group refers to Shandong Port Rizhao Port Co.Ltd(600017) Group Co., Ltd
Rizhao Port Co.Ltd(600017) means Rizhao Port Co.Ltd(600017)
Shandong SASAC refers to the state owned assets supervision and Administration Commission of Shandong Provincial People’s government
Shandong provincial government means the people’s Government of Shandong Province
Qingdao SASAC refers to the state owned assets supervision and Administration Commission of Qingdao Municipal People’s government
This acquisition, this transaction, and the acquirer’s acquisition of 51.00% equity of Qingdao Port International Co.Ltd(601298) group through free transfer of state-owned equity, resulting in the indirect acquisition of 55.77% shares of Qingdao Port International Co.Ltd(601298) group
Agreement on free transfer, agreement on free transfer of 51% equity of Shandong Port Qingdao Port International Co.Ltd(601298) Group Co., Ltd. by the state owned assets supervision and Administration Commission of Shandong Port Group Co., Ltd. and Qingdao Municipal People’s Government
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The law of the people’s Republic of China on state owned assets of enterprises refers to the law of the people’s Republic of China on state owned assets of enterprises
The measures for the administration of acquisitions refer to the measures for the administration of acquisitions of listed companies
State market supervision and administration means the state market supervision and administration of the people’s Republic of China
Law firm refers to Beijing Zhonglun law firm
A shares, stock index RMB ordinary shares
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Unless otherwise specified, all values shall retain 2 decimal places. If the sum of the values of each sub item is inconsistent with the mantissa of the total, it is caused by the rounding mantissa.
Section II introduction to the purchaser
1、 Basic information of the purchaser
As of the signing date of this report, the basic information of Shandong Port Group is as follows:
Name: Shandong Port Group Co., Ltd
Date of establishment: August 2, 2019
Registered address: Shandong Port building, No. 7, Gangji Road, Shibei District, Qingdao City, Shandong Province
Legal representative: Huo Gaoyuan
Registered capital: RMB 3000000000
Unified social credit code 91370000ma3qb0h980
Company type: limited liability company (state-owned holding)
Port operation management, port industry investment, port infrastructure construction, port and shipping supporting services, collection, storage, development and utilization of land resources along the coastline and port area, ocean and coastal shipping, business scope: cargo transportation, warehousing and logistics, bulk commodity trading, equity and fund investment, management and operation; Ship transactions.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Long term operation
Qingdao Communications Development Group Co., Ltd. (holding 46.60%), Yantai rail transit group investor name Co., Ltd. (holding 17.38%), Rizhao Transportation Energy Development Group Co., Ltd. (holding 15.29%), Shandong Hi-Speed Company Limited(600350) Group Co., Ltd. (holding 14.14%), Shandong Energy Group Co., Ltd. (holding 4.01%) Weihai Industrial Investment Group Co., Ltd. (holding 2.57%)
Mailing address: Shandong Port building, No. 7, Gangji Road, Shibei District, Qingdao, Shandong Province
Communication mode: 0532-82982316
2、 Relevant property rights and control relationship of the acquirer
(I) equity control relationship of the acquirer
As of the signing date of this report, the equity control relationship of Shandong Port Group is shown in the figure below:
As of the signing date of this report, according to the articles of association of Shandong Port Group Co., Ltd., all shareholders have unanimously agreed to entrust Shandong SASAC to manage the 100% equity of Shandong Port Group, and Shandong SASAC will exercise all shareholder rights on behalf of all shareholders except the relevant income rights of the company corresponding to such equity, The SASAC of Shandong Province is responsible for studying and formulating the shareholder dividend policy. All shareholders do not form joint control over the company. The SASAC of Shandong Province is the actual controller of Shandong Port Group.
(II) core enterprises controlled by the acquirer’s actual controller
The actual controller of the acquirer is Shandong SASAC. As of the signing date of this report, the specific conditions of the core enterprises actually controlled by Shandong SASAC are as follows:
Serial number name registered place registered capital contribution proportion business scope
(10000 yuan)
General items: seed production of non main crops; Engaging in investment activities with its own funds; Land use right lease; Non residential real estate leasing; Agricultural machinery services; Non edible Shenzhen Agricultural Products Group Co.Ltd(000061) primary processing; Primary processing of edible Shenzhen Agricultural Products Group Co.Ltd(000061) ; Agricultural machinery manufacturing; Technology intermediary services; Science popularization service; Park management services; Crop seed management (only for packaged seeds that are no longer divided into Shandong species and hold 70% of direct shares); Agricultural specialty and auxiliary industry group Shandong Guohui investment control activities; Crop cultivation services; Agricultural and horticultural clothing 1 Co., Ltd. Jinan 50000.00 shares Group Co., Ltd; Agricultural production trusteeship services; The intelligent agriculture management department holds 20% of the shares; Crop harvesting services; Crop straw treatment, processing and utilization services; Comprehensive utilization of agricultural, forestry, animal husbandry and fishery wastes (except for projects subject to approval according to law, carry out business activities independently according to law with business license) Licensed items: forest seed production and management; Seed production of major crops; Veterinary drug production; Crop seed management; Food production (items subject to approval according to law can only be carried out after being approved by relevant departments
Serial number name registered place registered capital contribution proportion business scope
(10000 yuan)
Carry out business activities
