RIZHAO PORT(SH:600017) Shang Hai Zheng Quan Bao·2025-12-10 18:40Core Viewpoint - The announcement details an associated transaction between Rizhao Port Co., Ltd. and Shandong Port Construction Group Co., Ltd., with a total contract amount of 145.11 million yuan, which does not constitute a major asset restructuring as per regulations [2][3]. Group 1: Transaction Overview - The transaction involves Rizhao Port's subsidiaries, Rizhao Port Container Development Co., Ltd. and Rizhao Port Lianshan Port Co., Ltd., awarding engineering projects to Shandong Port Construction [3]. - Over the past 12 months, Rizhao Port and its subsidiaries have engaged in 14 associated engineering bidding transactions with Shandong Port, totaling 1.265 billion yuan, all approved by the 2024 annual shareholders' meeting [3]. - The current transaction amount does not exceed 5% of the latest audited net assets of the company, thus no shareholder meeting approval is required [3]. Group 2: Associated Party Information - The associated party, Shandong Port Construction Group Co., Ltd., has total assets of 17.257 billion yuan and net assets of 3.669 billion yuan as of November 30, 2025, with an operating income of 5.859 billion yuan and a net profit of 223 million yuan for the period from January to November 2025 [5]. Group 3: Details of Associated Transactions - The transactions include multiple contracts for the construction and renovation of port infrastructure, such as warehouses, cargo yards, and electrical installations at various port areas [4][6][7]. - Specific projects include the construction of a mixed cargo warehouse and yard, enhancement of the back cargo yard, and the establishment of an intelligent operation and maintenance center [4][6][7]. Group 4: Pricing and Impact - The pricing for the associated transactions is based on market rates determined by bidding results, ensuring fairness and no detriment to the company or its shareholders [8]. - These transactions are essential for the company's operations, aimed at optimizing infrastructure and enhancing port service levels and market competitiveness [9]. Group 5: Approval Process - The board of directors approved the associated transaction during a meeting on December 10, 2025, with unanimous support from the voting members [10]. - Prior to the board's approval, the independent directors reviewed and endorsed the transaction [11].