Special Due Diligence Opinion on Hainan Haihang Shipping Co., Ltd.'s 2025 Financial Company Related Party Transactions of Deposits, Loans, and Other Financial Services
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" or "Independent Financial Advisor"), as the independent financial advisor for Hainan Haihang Shipping Co., Ltd.'s (hereinafter referred to as "Haihang Shipping", "the Company", or "the Company") major asset purchase (hereinafter referred to as "this transaction"), in accordance with the "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guide No. 7 - Transactions and Related Party Transactions", and the "Notice on Regulating Financial Company Business Interactions between Listed Companies and Enterprise Groups", has conducted a prudent investigation into the related party transactions of deposits, loans, and other financial services involving COSCO Shipping Group Finance Co., Ltd. (hereinafter referred to as "Finance Company") for Haihang Shipping in 2025. The investigation opinion is as follows:
I. Independent Financial Advisor's Investigation Work
(I) Background of the Transaction
To broaden the Company's financing channels, reduce financing costs and financial expenses, and meet the Company's business development needs, upon review and approval by the thirty-fourth extraordinary board meeting of the seventh session of Haihang Shipping's board of directors and the seventh extraordinary general meeting of shareholders in 2024, Haihang Shipping and the Finance Company re-signed the "Financial Services Agreement" on November 26, 2024. The agreement is effective from January 1, 2025, to December 31, 2027.
(II) Information on the Finance Company
1. Basic Information of the Finance Company
COSCO Shipping Group Finance Co., Ltd. is a limited liability company established in the Shanghai Pilot Free Trade Zone on December 30, 2009, with the approval of the former China Banking and Insurance Regulatory Commission (now the National Financial Regulatory Administration). As of December 31, 2025, China COSCO Shipping Group Co., Ltd. holds 31.2083% of the shares, and COSCO SHIPPING Holdings Co., Ltd. holds 15.1258%. The remaining shares are held by members such as COSCO SHIPPING Development Co., Ltd. Its basic information is as follows:
| Company Name | COSCO Shipping Group Finance Co., Ltd. |
|---|---|
| Unified Social Credit Code | 91310109698814339L |
| Date of Establishment | December 30, 2009 |
| Registered Capital | RMB 19.5 billion (including USD 25 million in foreign currency capital) |
| Registered Address | 8th Floor, No. 5299 Binjiang Avenue, China (Shanghai) Pilot Free Trade Zone |