Financial Performance and Dividends - Net profit attributable to shareholders in 2023 was approximately RMB 23.86 billion[4] - Total cash dividends for 2023 amounted to approximately RMB 11.866 billion, representing about 50% of the net profit[4] - The company plans to distribute a cash dividend of RMB 0.23 per share for the 2023 year-end[4] - The company's parent company's undistributed profit as of December 31, 2023, was approximately RMB 18.657 billion[4] - The total cash dividend for the year is 13.126 billion yuan, accounting for 55.01% of the net profit attributable to ordinary shareholders[135] - The company has a clear three-year shareholder dividend return plan for 2022-2024, with dividends for 2022 and 2023 already distributed[132] Company Address and Contact Information - The company's registered address is in the Tianjin Free Trade Zone[13] - The company's office address is at 658 Dongdaming Road, Shanghai[13] - The company's website is http://hold.coscoshipping.com[13] - The company's email for investor relations is investor@coscoshipping.com[13] - The company's annual report is disclosed on the Shanghai Stock Exchange website (www.sse.com.cn)[14] Container Throughput and Market Conditions - The company's container throughput increased by 4.4% year-on-year to 135.81 million TEUs in 2023, with domestic and overseas throughput rising by 4.8% and 3.1% respectively[37] - The China Containerized Freight Index (CCFI) average decreased by 66.4% year-on-year in 2023 due to demand contraction and supply increase[36] - The global container shipping market faced challenges in 2023, with average freight rates declining and industry profits significantly shrinking compared to 2022[33] Green and Low-Carbon Development - The company's port business achieved a total installed capacity of 10 MW for distributed photovoltaic projects by the end of 2023, with an estimated annual power generation of 9 million kWh[32] - The company plans to focus on digital supply chain and green low-carbon development as key competitive areas in the future[33] - The company will accelerate green and low-carbon transformation to achieve sustainable development of the end-to-end supply chain brand[32] - The company invested 11.519 billion yuan in environmental protection during the reporting period[146] - The company reduced CO2 emissions by 944,435 tons through various carbon reduction measures, including the use of clean energy and carbon reduction technologies[150] - The company signed contracts for 5 methanol dual-fuel ships with a capacity of 24,000 TEU, and announced the construction of 7 methanol-compatible container ships with the same capacity, expected to be delivered in Q3 2026[147] - The company used 2,500.5 tons of biofuel in pilot projects, reducing CO2 emissions by approximately 1,500 tons[150] - The company achieved 100% coverage of shore power facilities at its domestic-controlled terminals[150] - The company implemented ISO14001 and ISO50001 standards to improve environmental and energy management systems[149] - The company developed a seawater desalination system to optimize water resource management, with most ships equipped with desalination devices[147] - The company actively promoted the use of green methanol fuel and advanced ship technologies to enhance fleet efficiency and reduce emissions[147] Leadership and Governance - Chen Yangfan, aged 48, is currently the Vice President and Party Leadership Group Member of China COSCO Shipping Corporation Limited, and also serves as the Executive Director and CEO of Orient Overseas (International) Limited, a subsidiary of the company[101] - Huang Xiaowen, aged 61, previously held the position of Vice President and Party Leadership Group Member of China COSCO Shipping Corporation Limited, and was the Vice Chairman and Executive Director of the company, as well as the Executive Director and CEO of Orient Overseas (International) Limited[101] - Yang Zhiqian, aged 59, is currently the Employee Director of China COSCO Shipping Corporation Limited, and serves as the Executive Director, General Manager, and Party Secretary of the company, as well as the Chairman and Party Secretary of COSCO SHIPPING Lines Co., Ltd., a wholly-owned subsidiary[101] - Zhang Wei, aged 57, is currently the Executive Director, Deputy General Manager, and Deputy Party Secretary of the company, and also serves as the Director, General Manager, and Deputy Party Secretary of COSCO SHIPPING Lines Co., Ltd., a wholly-owned subsidiary[101] - Tao Weidong, aged 53, is currently the General Manager of the Operations Management Department of China COSCO Shipping Corporation Limited and serves as an Executive Director of the company[101] - The company's General Manager, Mr. Tao, has nearly 30 years of experience in enterprise management, with extensive expertise in shipping and logistics operations[102] - Mr. Yu, a non-executive director, holds a Master's degree in Business Administration from the University of Macau and has significant experience in logistics and international business[102] - Professor Ma, an independent non-executive director, is a renowned economist and holds multiple advisory roles in major financial institutions and government bodies[102] - Mr. Shen, an independent non-executive director, is the Executive Vice President of Baidu Group and oversees the Intelligent Cloud Business Group, focusing on industries like manufacturing, energy, and finance[102] - Ms. Xi, an independent non-executive director, has over 30 years of experience in the shipping and logistics industry and holds a Master's degree in Buddhist Studies from the University of Hong Kong[102] - Mr. Wu David, aged 70, has over 20 years of corporate management experience and extensive experience in listed company governance, holding an EMBA from CEIBS and Cheung Kong Graduate School of Business[103] - Mr. Zhou Zhonghui, aged 76, is a senior member of the Chinese Institute of Certified Public Accountants and holds a PhD, serving as an independent non-executive director for several listed companies including CITIC Securities[103] - Mr. Teo Siong Seng, aged 69, is the Executive Chairman of Pacific International Lines (PIL) and has extensive experience in shipping and listed company governance, holding a first-class honors degree in Naval Architecture and Marine Engineering from the University of Glasgow[103] - Mr. Yang Shicheng, aged 59, is the Chairman of the Supervisory Committee and a shareholder supervisor, holding a Master's degree in Commercial Law from the University of Bristol and is a senior economist[103] - Mr. Xu Weifeng, aged 52, is the Employee Representative Supervisor and the Secretary of the Discipline Inspection Commission of COSCO SHIPPING Ports, holding a bachelor's degree in Water Transport Management from Dalian Maritime University and is an engineer[103] - Mr. Song Tao, aged 50, is the Employee Representative Supervisor and Deputy Party Secretary of Shanghai Pan Asia Shipping Co., Ltd., with extensive experience in domestic container shipping operations[103] - The company's annual report for 2023 highlights the leadership and expertise of its board members, including their extensive experience in finance, law, and management[105] - Key executives have a strong background in international finance, capital operations, and cross-border investments, which could influence the company's strategic decisions[105] - The company's leadership includes individuals with significant experience in the shipping and logistics industry, which is crucial for its core operations[105] - Several board members have held prominent positions in major corporations and academic institutions, indicating a strong governance structure[105] - The company's leadership team has a diverse educational background, including advanced degrees in finance, law, and management, which supports informed decision-making[105] - The presence of independent directors with extensive experience in corporate governance and financial oversight ensures robust checks and balances[105] - The company's leadership has a history of involvement in significant international projects, including mergers and acquisitions, which could signal future strategic moves[105] - The board includes members with a strong academic background, contributing to the company's strategic planning and innovation[105] - The leadership team's experience in managing large-scale operations and complex financial structures is a key asset for the company[105] - The company's leadership has a proven track record in navigating regulatory environments and managing risk, which is critical for long-term success[105] - The company's annual report for 2023 highlights key leadership roles and their respective responsibilities, including the CFO, COO, and various subsidiary directors[106][107] - Key executives such as Chen Shuai, Zheng Qi, and Yu Tao hold significant positions in subsidiaries like COSCO Shipping Lines and OOCL, contributing to the company's strategic direction[106] - The company's leadership team includes individuals with extensive experience in logistics, finance, and maritime operations, such as Qian Ming and Wu Yu, who have held various managerial roles within the company[106][107] - The report emphasizes the importance of subsidiaries like COSCO Shipping Lines and OOCL in the company's overall strategy, with executives like Ge Heyue playing crucial roles in these entities[107] - The company's leadership team has a strong educational background, with many holding advanced degrees in business administration, finance, and maritime studies[106][107] - Wan Min serves as Chairman and Party Secretary of China COSCO Shipping Corporation Limited since October 2021[108] - Chen Yangfan was appointed as Executive Director and CEO of Orient Overseas (International) Limited in September 2023[108] - Huang Xiaowen served as Executive Director and CEO of Orient Overseas (International) Limited until September 2023[108] - Yang Zhijian has been a Director of COSCO SHIPPING Ports Limited since April 2022[108] - Zhang Wei was appointed as Chairman and Party Secretary of COSCO SHIPPING Lines Co., Ltd. in June 2022[108] - Tao Weidong has been the General Manager of the Operations Management Department of China COSCO Shipping Corporation Limited since April 2020[108] - Gu Zhongdong served as Vice President of COSCO SHIPPING Lines Co., Ltd. until May 2023[109] - Yu Tao has been a Director of COSCO SHIPPING (Piraeus) Ports Limited since October 2021[109] - Xiao Junguang was appointed as Board Secretary and General Counsel of COSCO SHIPPING Lines Co., Ltd. in August 2022[109] - Ma Shihang has been the Chairman of FWD Group since July 2022[110] - Total remuneration for directors, supervisors, and senior management in 2023 amounted to RMB 67.34 million[113] - The company underwent a significant leadership transition, with multiple new appointments and retirements, including the election of new executive directors and independent directors[114] - The remuneration for directors and supervisors is determined by the shareholders' meeting, while senior management's remuneration is linked to performance and annual assessments[113] - The company's leadership changes included the election of new executive directors, independent directors, and supervisors, as well as the retirement of several key figures[114] - The company's remuneration policy for senior management is based on the "Compensation Management Measures for Enterprise Leaders of COSCO SHIPPING Holdings Co., Ltd."[113] - The company held its 2023 First Extraordinary General Meeting on November 16, 2023, electing Wan Min, Chen Yangfan, Yang Zhijian, Zhang Wei, and Tao Weidong as executive directors, and Yu De as a non-executive director[116] - The company's 7th Board of Directors elected Wan Min as Chairman and Chen Yangfan as Vice Chairman on November 16, 2023[116] - Yang Shicheng was elected as the shareholder representative supervisor and Chairman of the 7th Supervisory Committee on November 16, 2023[117] - The company's 7th Board of Directors reappointed Yang Zhijian as General Manager and Zhang Wei, Ye Jianping, Chen Shuai, Yu Tao, Qian Ming, Wu Yu, and Ge Heyue as Vice General Managers on November 16, 2023[118] - The company's 6th Board of Directors held 6 meetings in 2023, with all directors attending all meetings they were required to attend[120] - The company's Board of Directors has established specialized committees including Audit, Nomination, Compensation, Strategic Development, and Risk Control Committees[122] - The company held 4 audit committee meetings in the reporting period, reviewing financial reports, budgets, and internal audit plans for 2022 and 2023[123] - The company's risk control committee reviewed sustainability reports, internal control evaluations, and risk management manuals in 2023[126] - The company's board of directors approved the 2022 executive compensation plan and stock option incentive adjustments[125] - The company's audit committee reviewed the 2023 Q1, H1, and Q3 financial reports and related audit strategies[123] Employee Composition and Training - The company's total number of employees is 31,654, with 53 in the parent company and 31,601 in major subsidiaries[128] - The company's employee composition includes 5,456 production staff, 8,192 sales staff, and 4,367 technical staff[128] - The company's education level breakdown shows 15,967 employees with a bachelor's degree and 2,337 with a master's degree or higher[128] - The company's total expenditure on labor outsourcing in 2023 was RMB 579 million[131] - The company's training plan for 2023 focuses on supporting strategic transformation and talent development[130] - The company's compensation policy ensures compliance with local laws and provides social insurance and housing funds for employees[129] Stock Option Incentive Plan - The company has implemented a stock option incentive plan, with 1,041,841 shares exercised and registered in Q4 2022[136] - In Q1 2023, 529,650 shares were exercised and registered under the stock option incentive plan[136] - The company adjusted the list of incentive targets and the number of options, canceling 6,251,028 options for 32 retired employees[136] - In Q2 2023, 74,862,652 shares were exercised and registered under the stock option incentive plan[136] - The company canceled 909,811 unexercised stock options for 7 incentive targets in the second exercise period[136] - In Q3 2023, 2,210,659 shares were exercised and registered under the stock option incentive plan[136] - The total number of stock options exercised and transferred by incentive recipients under the stock option incentive plan is 60,079 shares[137] - As of the end of 2023, COSCO Shipping holds 62% of Pan Asia Shipping's equity, with Shanghai International Port Group holding 20%, China Cinda Asset Management holding 6%, and Shenzhen Qianhai Huajian Equity Investment holding 3%[137] - The employee stock ownership plan involves 180 core management personnel, accounting for approximately 27.86% of Pan Asia Shipping's total employees[137] - The total number of stock options granted under the stock option incentive plan for COSCO Shipping Ports is 59,450,724 shares, with 31,635,082 shares canceled or expired by the end of 2023[138] - The stock options granted to senior executives under the stock option incentive plan have all expired by the end of 2023[138] Internal Control and Risk Management - The company's internal control evaluation for 2023 covered major business areas including governance structure, strategic development, human resources, and financial reporting[142] - The company's internal control system operated well in 2023, with no major defects reported[142] - The company's internal control audit report received a standard unqualified opinion[144] - The company's investment management and subsidiary control are regulated by the "Investment Management Measures" and other internal control systems[143] - The company's senior management compensation is linked to performance and task achievement, with annual salaries determined by the board of directors[141] Social Responsibility and Community Projects - The company allocated 614.668 million yuan for poverty alleviation and rural revitalization projects, benefiting 15,000 people[153] - The company donated 40 million yuan to the COSCO Shipping Charity Foundation and contributed to various educational and community projects[153] Related-Party Transactions and Commitments - China COSCO Shipping has fulfilled its commitment to avoid unnecessary related-party transactions with COSCO SHIPPING Holdings since May 5, 2016, and will continue to follow market-oriented pricing principles for necessary transactions[158] - China COSCO Shipping has committed to resolving potential competition issues with COSCO SHIPPING Holdings, particularly in the U.S. port operations, within five years after the acquisition of Orient Overseas International[159] - COSCO has ensured the independence of COSCO SHIPPING Holdings in terms of assets, personnel, finance, and operations since December 11, 2015, and will not interfere with its business decisions[158] - China COSCO Shipping has committed to not engaging in any business activities that may compete with COSCO SHIPPING Holdings' main business since July 7, 2017[159] - COSCO has committed to not engaging in any business that may compete with COSCO SHIPPING Holdings' main business since December 11, 2015[158] - China COSCO Shipping has fulfilled its commitment to resolve competition issues between Orient Overseas International and COSCO Shipping (North America) Inc. in the U.S. port operations[159] - COSCO has committed to not using its position as the largest shareholder to interfere with COSCO SHIPPING Holdings' business decisions or harm its interests since December 11, 2015[158] - China COSCO Shipping has committed to not assisting third parties in engaging in any business activities that may compete with COSCO SHIPPING Holdings' main business since July 7, 2017[159] - COSCO has committed to not occupying funds of COSCO SHIPPING Holdings or its subsidiaries since December 11, 2015[158] - China COSCO Shipping has committed to resolving any potential competition issues with COSCO SHIPPING Holdings through asset restructuring or business integration within five years after the acquisition of Orient Overseas International[159] - The company commits to avoiding and reducing future related-party transactions with COSCO Shipping Holdings, ensuring fairness and compliance with market principles[161] - The company pledges to resolve potential business competition issues through asset restructuring or business integration when appropriate[161] - The company ensures the accuracy and completeness of information provided for transactions, taking legal responsibility for any false or misleading statements[161] - Senior management commits to fulfilling duties diligently, safeguarding the interests of the company and shareholders, and avoiding unfair benefits to others[163] - The company promises to constrain senior management's job-related consumption and prevent misuse of company assets for unrelated investments or activities[163] - The company will link executive compensation and equity incentive plans with the execution of measures to fill diluted immediate returns[163] - COSCO Group commits to not engaging in restricted container shipping business, ensuring the company remains the sole entity for such operations[

Financial Performance - For the fiscal year ending December 31, 2023, the company's revenue was RMB 175,447,747,000, a decrease of 55.14% compared to RMB 391,058,497,000 in 2022[1][2]. - The profit attributable to equity holders of the company for 2023 was RMB 23,860,258,000, down 78.27% from RMB 109,792,453,000 in 2022[1][3]. - Basic and diluted earnings per share for 2023 were both RMB 1.48, compared to RMB 6.84 in 2022[3]. - The gross profit for 2023 was RMB 27,587,314,000, significantly lower than RMB 170,477,949,000 in 2022[2]. - Operating profit for 2023 was RMB 24,640,445,000, down from RMB 162,998,834,000 in the previous year[2]. - The total comprehensive income for 2023 was RMB 30,801,178,000, compared to RMB 138,378,172,000 in 2022[4]. - Total revenue for the year ending December 31, 2023, reached RMB 175,447,747 thousand, with external customer revenue contributing RMB 175,447,747 thousand[14]. - The company reported a net profit of RMB 28,395,659 thousand for the year, after tax expenses of RMB 4,681,012 thousand[14]. - The company reported a total segment profit margin of approximately 14.06% for the year[14]. - The company’s total revenue for the previous year (2022) was RMB 393,833,686 thousand, with external revenue of RMB 391,058,497 thousand[21]. Dividends and Shareholder Returns - The board proposed a final dividend of RMB 0.23 per ordinary share for the fiscal year 2023[1]. - The company proposed a cash dividend of RMB 0.23 per share for the year-end 2023, totaling approximately RMB 36.70 billion, which is 50% of the net profit attributable to shareholders for the year[26]. - The company distributed a total cash dividend of approximately RMB 118.66 billion for the fiscal year 2023, maintaining a consistent payout ratio of 50% of net profit[26]. - Proposed cash dividend of RMB 0.23 per share, totaling approximately RMB 3.67 billion, representing 50% of the net profit attributable to shareholders for the year[89]. Assets and Liabilities - Total assets as of December 31, 2023, amounted to RMB 462,429,381,000, a decrease from RMB 511,930,077,000 in 2022[5]. - Total liabilities decreased to RMB 219,209,909 thousand from RMB 258,136,983 thousand, representing a reduction of about 15.06%[6]. - Total equity attributable to equity holders decreased to RMB 16,071,058 thousand from RMB 16,094,862 thousand, a decline of approximately 0.15%[6]. - Current liabilities decreased to RMB 127,326,779 thousand from RMB 159,464,007 thousand, a decline of about 20.19%[6]. - Non-current liabilities decreased to RMB 91,883,130 thousand from RMB 98,672,976 thousand, a reduction of approximately 6.00%[6]. - Cash and cash equivalents decreased to RMB 181,113,316,000 in 2023 from RMB 235,613,923,000 in 2022[5]. - The total outstanding borrowings as of December 31, 2023, were RMB 43,276,918 thousand, with net cash of RMB 137,836,398 thousand, a decrease of RMB 54,969,848 thousand from the previous year-end[64]. Segment Performance - Segment profit for the container shipping business was RMB 22,556,526 thousand, while the terminal business reported a profit of RMB 1,917,702 thousand, leading to a total segment profit of RMB 24,640,445 thousand[14]. - Container shipping business revenue for 2023 was RMB 168,125,772 thousand, down RMB 215,909,781 thousand or 56.22% year-over-year[50]. - Terminal business revenue increased to RMB 10,396,162 thousand, an increase of RMB 598,029 thousand or 6.10% compared to last year[51]. - The company operates in three main segments: container shipping, terminal operations, and corporate and other services[13]. Market and Operational Strategy - The company continues to focus on expanding its container shipping and terminal management services globally[7]. - The company plans to continue expanding its market presence and investing in new technologies to enhance operational efficiency[16]. - The company aims to enhance its global network layout and strengthen port and shipping collaboration to optimize resource allocation and channel networks[47]. - The company plans to actively promote global terminal resource layout, particularly in emerging markets represented by the Regional Comprehensive Economic Partnership (RCEP), and steadily advance port resource deployment in Southeast Asia, Africa, and South America[97]. - The company aims to integrate global shipping routes, end-to-end service networks, and digital information networks to enhance operational efficiency and customer service[94]. Financial Management and Investments - The company has adopted new accounting standards effective from January 1, 2023, which may impact the financial reporting but are not expected to have a significant effect on the consolidated financial statements[10]. - The company reported a net cash outflow from investing activities was RMB 18,350,697 thousand, a reduction of RMB 14,626,090 thousand compared to last year[61]. - The company’s cash reserves and liquidity position remain strong, supporting ongoing operations and potential future investments[35]. - The company has capital commitments for the construction of container ships amounting to RMB 36,821,081 thousand as of December 31, 2023[72]. Sustainability and Innovation - The company plans to accelerate its green low-carbon transformation, with a focus on sustainable development and enhancing its green carrier image[46]. - The company is committed to building a green fleet and exploring new energy fuel supply chains to support its low-carbon transformation[96]. - The company emphasizes innovation-driven development and aims to establish a new model of green transportation that is clean, low-carbon, safe, and efficient[97]. - The company’s digital transformation accelerated, with export volumes for complete vehicles, lithium batteries, photovoltaics, and cross-border e-commerce freight increasing by 146%, 56%, 24%, and 75% respectively[45]. Governance and Compliance - The company has adopted a corporate governance code and has not been aware of any non-compliance with the code during the fiscal year ending December 31, 2023[99]. - The company has established various committees under the board, including the Audit Committee, which consists of three independent non-executive directors[101]. - The annual report for the year ending December 31, 2023, will be published on the Hong Kong Stock Exchange and the company's website[107].

2023 可持续发展报告 Sustainability Report 目录 | 前言 | | | --- | --- | | 关于本报告 | 2 | | 关于中远海控 | 3 | | 董事长致辞 | 5 | | 亮点绩效 | 7 | | 董事会声明 | 8 | | 绿色转型 | | | --- | --- | | 以低碳战略实现绿色未来 | | | 应对气候变化 | 21 | | 绿色低碳转型 | 25 | | 践行环境保护 | 31 | | 01 | | 03 | | 05 | | 07 | | --- | --- | --- | --- | --- | --- | --- | | 前言 | | 绿色转型 | | 和谐发展 | | 附录 | | | | 以低碳战略实现绿色未来 | | 以人才资源立足绿色未来 | | | | 关于本报告 | 2 | 应对气候变化 21 | | 合规雇佣 | 52 | | | 关于中远海控 | 3 | 绿色低碳转型 | 25 | 权益保障 | 52 | | | 董事长致辞 | 5 | 践行环境保护 | 31 | 人才发展 | 55 | | | 亮点绩效 | 7 | | | 员工 ...

证券简称：中远海控 证券代码：601919 编号：2024-005 中远海运控股股份有限公司 第七届监事会第二次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、监事会会议召开情况 中远海运控股股份有限公司（以下简称"中远海控"、"公司"） 第七届监事会第二次会议于2024年3月28日以现场及视频会议形式在 上海市东大名路378号会议室召开。会议通知和议案材料等已按《公 司章程》规定及时送达各位监事审阅。应出席会议的监事5人，实际 出席会议的监事5人。会议由杨世成监事会主席主持。会议的召开符 合有关法律、行政法规、部门规章、规范性文件和《公司章程》的有 关规定。 二、监事会会议审议情况 经与会监事认真审议，投票表决通过了如下议案： （一）审议批准了以企业会计准则及香港财务报告准则分别编制 的中远海控2023年度财务报告及审计报告。同意将该项议案提交公司 2023年年度股东大会审议。 表决结果：同意5票，反对0票，弃权0票。 公司境内审计师信永中和会计师事务所（特殊普通合伙）和境外 审计师罗兵咸永道会计师事务所分 ...

中远海运控股股份有限公司 股东大会议事规则 （经公司第七届董事会第二次会议审议通过，待股东大会批准） 第一章 总 则 第二章 股东大会制度 第六条 出席股东大会的股东及股东代理人或代表，应当遵守有关法律法规、 公司章程、适用上市规则及本议事规则的规定，自觉维护会议秩序，不得侵犯其 1 他股东的合法权益。 第七条 股东大会分为年度股东大会和临时股东大会。 第一条 为维护中远海运控股股份有限公司(简称"公司")和股东的合法权 益，明确股东大会的职责和权限，保证股东大会规范、高效、平稳运作及依法行 使职权，根据《中华人民共和国公司法》(简称"《公司法》")、《上市公司章 程指引》、《上市公司治理准则》、《香港联合交易所有限公司证券上市规则》 等境内外相关监管法律法规以及规范性文件的规定(简称"法律法规")和《中远 海运控股股份有限公司章程》(简称"公司章程")，特制定本议事规则。如果本 议事规则与任何适用的法律法规或上市规则有不一致或有冲突的地方，应以适用 的法律法规及上市规则为准。 第二条 本议事规则适用于公司股东大会，对公司、全体股东或其股东授权代 理人(简称"股东代理人")、公司董事、公司监事以及总经理、副总 ...

证券简称：中远海控 证券代码：601919 公告编号：2024-011 中远海运控股股份有限公司 关于修订《公司章程》等制度的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 根据中国证券监督管理委员会《上市公司独立董事管理办法》、《上市公司 章程指引（2023年修订）》、《上市公司监管指引第3号—上市公司现金分红（2023 年修订）》、《上海证券交易所股票上市规则（2023年8月修订）》、《香港联 合交易所有限公司证券上市规则》相关规定，并结合中远海运控股股份有限公司 （简称"中远海控"、"公司"）实际情况，2024年3月28日，公司第七届董事 会第二次会议审议通过关于减少公司注册资本、修订《公司章程》（含附件）、 《独立董事工作细则》及专门委员会制度等议案，同意对《公司章程》及其相关 附件、《独立董事工作细则》、公司董事会各专门委员会制度及《关联交易管理 办法》进行修订。 《公司章程》及其附件的具体条款修订详见后附的中远海控《公司章程》等 制度修订对照表，除上述修订外，《公司章程》及其附件其他条款保持不变；经 修订的《 ...

证券代码：601919 证券简称：中远海控 公告编号：2024-006 根据按企业会计准则编制并经信永中和会计师事务所（特殊普通合伙）审计 的中远海运控股股份有限公司（简称"中远海控"或"公司"）2023 年度财务 报告，公司 2023 年度实现归属于上市公司股东的净利润约人民币 238.60 亿元， 截至 2023 年 12 月 31 日母公司报表未分配利润约人民币 186.57 亿元。经董事会、 监事会审议一致通过，公司 2023 年末期以实施权益分派股权登记日登记的总股 本为基数分配利润。具体为： 拟向全体股东每股派发现金红利人民币 0.23 元（含税）。按截至本公告披 露日公司总股本 15,957,586,817 股计算，2023 年末期应派发现金红利约人民币 约 36.70 亿元；加上 2023 年中期已向全体股东派发的现金红利约人民币 81.96 亿元，公司 2023 年度共计派发现金红利约人民币 118.66 亿元，约为公司 2023 年度实现的归属于上市公司股东净利润的 50%。 如本公告披露日至实施权益分派股权登记日期间公司总股本发生变动，公司 拟维持每股分配金额不变，以实施权益分派股权登记 ...

证券简称：中远海控 证券代码：601919 公告编号：2024-004 中远海运控股股份有限公司 第七届董事会第二次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、董事会会议召开情况 中远海运控股股份有限公司（以下简称"中远海控"、"公 司"）第七届董事会第二次会议（以下简称"本次会议"）于2024 年3月28日以现场及视频会议形式在海南省琼海市博鳌镇东屿岛远洋 大道1行政办公楼会议室及上海市东大名路378号会议室召开。会议 通知和议案材料等已按《公司章程》规定及时送达各位董事审阅。 应出席会议的董事9人，实际出席会议的董事9人，其中独立董事3 人。公司监事会成员和部分高级管理人员列席了本次会议。会议由 公司董事长万敏先生主持。会议的召开符合有关法律、行政法规、 部门规章、规范性文件和《公司章程》的有关规定。 二、董事会会议审议情况 经与会董事认真审议，投票表决通过了如下议案： （一）审议批准了以企业会计准则及香港财务报告准则分别编 制的中远海控2023年度财务报告及审计报告。同意将该项议案提交 公司2023 ...

中远海运控股股份有限公司关联交易管理办法 第一章 总则 第五条 本办法所称关联交易主要是指本公司或其子公司与本 公司关联方之间的交易，具体包括上交所和联交所上市规则界定为关 联交易的各类交易。 第一条 为规范中远海运控股股份有限公司（以下简称"本公司"） 的关联交易管理工作，依法合规地开展关联交易业务，更好地维护投 资者的合法权益，根据《中华人民共和国公司法》、《中华人民共和 国证券法》等中国现行相关的法律、法规、规范性文件、香港联合交 易所有限公司和上海证券交易所（以下分别简称为"联交所"和"上 交所"）的有关证券或股票上市规则（以下统称"上市规则"）监管 要求以及本公司章程(以下简称"公司章程")，特制定本办法。 第二条 作为香港、中国大陆两地上市公司，本公司的关联交易 管理应同时遵守两地法律及联交所、上交所上市规则的有关规定，当 出现两地法律或上市规则规定不一致时，按从严原则执行。如果本管 理办法与任何不时适用的法律法规或上市规则有不一致或有冲突的 地方，需要以适用的法律法规及上市规则为准。 第三条 本办法适用于：本公司及其子公司。本公司的子公司包 括（1）其全资子公司，（2）其直接及/或间接控股合计超 ...

股票简称：中远海控 股票代码：601919 公告编号： 2024-008 中远海运控股股份有限公司 关于续聘会计师事务所的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 拟续聘的境内会计师事务所名称：信永中和会计师事务所（特殊普通合伙）， 拟续聘的境外会计师事务所名称：罗兵咸永道会计师事务所。 中远海运控股股份有限公司（以下简称"中远海控"、"公司"）第七届董 事会审核委员会第一次会议、第七届董事会第二次会议及第七届监事会第二次会 议先后审议通过，拟续聘信永中和会计师事务所（特殊普通合伙）（以下简称"信 永中和"）为公司2024年度境内审计师，续聘罗兵咸永道会计师事务所（以下简 称"罗兵咸永道"）为公司2024年度境外审计师。本事项尚需提交公司2023年年 度股东大会审议批准。 一、拟续聘的境内会计师事务所的基本情况 （一）机构信息 1. 基本信息 名称：信永中和会计师事务所（特殊普通合伙） 成立日期：2012 年 3 月 2 日 组织形式：特殊普通合伙企业 注册地址：北京市东城区朝阳门北大街 8 号富华 ...