宁波海运股份有限公司 关于增加2025年度日常关联交易预计的公告

Core Viewpoint - The company has approved an increase in expected daily related party transactions for the year 2025, which does not require submission to the shareholders' meeting and is deemed necessary for operational activities, adhering to principles of fairness and transparency [1][2]. Group 1: Daily Related Party Transactions Overview - The board of directors approved the increase in expected daily related party transactions with a unanimous vote of 5 in favor and no opposition or abstentions, with related directors abstaining from the vote [1]. - The independent directors also unanimously agreed that the transactions are necessary for the company's operations and comply with fair pricing principles, thus protecting the interests of the company and minority shareholders [2]. Group 2: Expected Amount and Categories of Transactions - The expected amount and categories of the increased daily related party transactions are detailed in a table, with the specific amounts not provided in the text [1]. - Other related party transaction amounts are expected to remain unchanged [1]. Group 3: Related Parties and Relationships - Zhejiang Zheneng Fuxing Fuel Co., Ltd. is identified as a related party, with total assets of 9.5 billion yuan and net assets of 2.553 billion yuan as of December 31, 2024, and an operating income of 48.007 billion yuan for the same period [3]. - Zheneng International Energy Trading (Hong Kong) Co., Ltd. has total assets of 1.529 billion yuan and net assets of 0.435 billion yuan, with an operating income of 5.217 billion yuan for 2024 [4]. - The relationships among the companies are established, indicating that Zheneng Fuxing is a subsidiary of the indirect controlling shareholder, Zheneng Group, and that the related parties are recognized under the Shanghai Stock Exchange listing rules [4]. Group 4: Main Content and Pricing Policy of Transactions - The increased daily related party transactions involve providing import coal transportation services to the related party, Zheneng Fuxing, with contracts signed to govern these transactions [5]. - The pricing policy for these transactions is based on market prices, ensuring fairness and reasonableness, and does not affect the company's independence or harm the interests of minority shareholders [5]. Group 5: Purpose and Impact of Related Transactions - The related party transactions are essential for the operational continuity of the company and are expected to enhance market share while leveraging the specialized and scaled advantages of Zheneng Group [6]. - The transactions are structured to ensure that the company's independence is maintained and that there is no dependency on related parties for its main business operations [6].