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中远海特: 中信建投证券股份有限公司关于中远海运特种运输股份有限公司全资子公司光租4艘9,000吨特种液货船暨关联交易的核查意见
Zheng Quan Zhi Xing· 2025-07-29 16:33
Core Viewpoint - The transaction involves the leasing of four 9,000-ton special liquid cargo ships by a wholly-owned subsidiary of China COSCO Shipping Special Transportation Co., Ltd. (hereinafter referred to as "COSCO Special") from a subsidiary of COSCO Shipping Development Co., Ltd. for approximately 15 years, aiming to enhance the company's service capabilities and competitiveness in the market [1][2]. Summary by Sections 1. Overview of Related Transactions - The leasing involves four 9,000-ton special liquid cargo ships, with a daily rental fee of approximately 40,250 RMB per ship for both types of vessels, resulting in an annual rental payment of about 14.69 million RMB per ship [1][2]. 2. Purpose and Reason for the Transaction - The transaction aims to facilitate the transformation and upgrading of the subsidiary, enhance service to core customers, and build a competitive fleet of special liquid cargo ships that are diverse, green, and low-carbon [2]. 3. Board Approval Process - The transaction was approved by the 28th meeting of the 8th Board of Directors, with non-related directors voting unanimously in favor, while related directors abstained from voting [2][6]. 4. Related Party Information - The related party involved is COSCO Shipping Development Co., Ltd., which is indirectly controlled by the same parent company as COSCO Special, thus constituting a related party transaction [2][4]. 5. Impact of the Transaction on the Company - The transaction is expected to meet diverse transportation needs, enhance fleet competitiveness, and improve overall profitability and shareholder returns. The leasing model will reduce initial capital pressure and support sustainable development [5]. 6. Historical Related Transactions - In the past 12 months, the company has engaged in related transactions with COSCO Shipping Development amounting to approximately 310.52 million RMB, all of which were operational leasing agreements [5]. 7. Required Approval Procedures - The transaction requires approval from the first extraordinary general meeting of shareholders in 2025, with related shareholders abstaining from voting [6]. 8. Sponsor's Review Opinion - The sponsor has confirmed that the transaction complies with relevant regulations and does not harm the interests of the company or its shareholders, particularly minority shareholders [6][8].