重庆港两全资子公司间拟吸收合并

Core Viewpoint - Chongqing Port announced the absorption merger of its wholly-owned subsidiaries, Chongqing Jiujiu Logistics Co., Ltd. and Chongqing Port Jiujiang Logistics Co., Ltd., aimed at optimizing management structure and improving operational efficiency [2][3]. Group 1: Absorption Merger Details - The merger is set to take place with a base date of August 31, 2025, where Jiujiu Logistics will inherit all assets, liabilities, and rights of Jiujiang Logistics [3]. - After the merger, the registered capital of Jiujiu Logistics will increase to 520 million yuan, which is the sum of the registered capitals of both companies [3]. - The merger is classified as a business combination under common control, meaning it will not affect the overall economic benefits or require any payment for the transaction [3]. Group 2: Impact on Financials and Governance - The merger will not impact the financial statements of Chongqing Port, as the financial results of Jiujiu Logistics will continue to be included in the consolidated financial statements [3]. - The board of directors has approved the merger, which does not require shareholder approval and does not constitute a related party transaction or a major asset restructuring [3]. Group 3: Changes in Controlling Shareholder - Chongqing Port's indirect controlling shareholder, Chongqing Logistics Group, plans to absorb its controlling shareholder, Chongqing Port Logistics Group, which will change the controlling shareholder to Chongqing Logistics Group [4]. - Despite this change, the actual controller remains the Chongqing Municipal State-owned Assets Supervision and Administration Commission, as both groups are wholly owned subsidiaries of the same entity [4]. - This restructuring is part of a strategic initiative to enhance the management structure and operational efficiency of state-owned logistics enterprises in Chongqing [4].