10moon20On the evening of that day, Qinhuangdao Port Co., Ltd. (referred to as "Qinhuangdao Port Co., Ltd."),601326）Announcement on the suspension of trading in relation to the planning of issuing shares, paying cash to purchase assets, raising matching funds, and related party transactions.
Qin Gang Shares is planning to issueAPurchase of shares and payment in cash from Hebei Port GroupTangshan Caofeidian Industrial Port Co., Ltd25%Equity, Guotou Caofeidian Port Co., Ltd24%Equity, Huaneng Caofeidian Port Co., Ltd28.23%Equity, Tangshan Caofeidian Coal Port Co., Ltd6%equityAnd inARaising matching funds through stock issuance.
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Today, Qingang Holdings (601326) suspended trading of its A-shares due to the acquisition of a portion of the equity of four port companies in Caofeidian Port Area from its shareholder Hebei Port Group. Why do we have to operate like this? #Listed Company # Eliminating Interbank Competition
Both parties have signed the 'Equity Acquisition Intention Agreement', and this transaction constitutes a related party transaction. It is not expected to constitute a major asset restructuring or a restructuring listing.
Equity structure of four ports
Four docks with different backgrounds. Qingang Corporation isCaofeidian Industrial PortThe largest shareholder, the company owns4individual2510000 ton class (considering both3010000 ton specialized ore berth2individual5-15A 10000 ton bulk cargo berth with a designed annual throughput capacity6550Ten thousand tons.2026year1-6Month, the company's net assets81Billion yuan, achieving revenue10.55Billion yuan, net profit4.33RMB100mn
Guotou CaofeidianOwned by Guotou Transportation Holdings10individual5-15Specialized coal berth with an annual coal discharge capacity of 10000 tons1Billion tons, it is one of the main terminals for transporting coal from the north to the south.
Huaneng CaofeidianControlled and operated by Huaneng Group5A coal loading berth with designed throughput5000Ten thousand tons, under construction6The berth number is10A specialized coal unloading berth with a capacity of 10000 tons.
Caofeidian Coal PortControlled by Qingang Holdings, operating the coal phase II terminal of Caofeidian Port Coal Port Area, with2individual1010000 ton level2individual710000 ton level1individual5Ten thousand ton coal loading berth.2026year1-6In the month, the company's net assets are13.92Billion yuan, achieving revenue3.57Billion yuan, net profit5944.88Ten thousand yuan.
Winning works of Zhenhua Terminex Global Port Photography Competition © Author: Wei Wei (Data Image)
Port Circle（ID:gangkouquan）It is believed that,This transaction is aimed at solving the problem of inter industry competition, in other words, the controlling shareholder and the listed company cannot compete for business in the same port area。
Time Returns2022Year, year7In September, Hebei Port Group implemented port resource integration and signed free transfer agreements with relevant transferors, acquiring Tanggang Industrial100%Equity, Caofeidian Port Group100%Equity, Caofeidian Industrial Port25%Equity, Guotou Caofeidian24%Equity, Huaneng Caofeidian25%Equity, Caofeidian Coal6%Equity. (See details)The new Hebei Port Group is established, taking the first step towards complete cooperation）
These enterprises have a certain overlap with the main business of Qingang Group, which has brought about competition issues in the industry. According to the announcement of Qingang Corporation,Hebei Port Group has issued a commitment to complete the equity transfer for the integration of Hebei Port resources5Within the year, we strive to use a variety of measures or integration methods, including but not limited to asset restructuring, asset replacement, equity replacement, business adjustment, and entrusted management, to steadily promote the integration of relevant businesses in a shorter period of time to solve the problem of industry competition。
5The annual deadline will be2027The maturity date is around one year, at which point the purchase of relevant assets coincides with the promised fulfillment time. Previously,2023In the year, Qingang Group has signed a "Equity Custody Agreement" with Caofeidian Port Group, entrusted to manage Hebei Huadian Caofeidian Storage and Transportation Co., Ltd40%Equity, Huaneng Caofeidian19.77%Equity, Caofeidian Coal Port21%Equity. The announcement clearly states that custody is to address and avoid competition issues within the industry. The custody period of this agreement is three years. Upon expiration, if both parties have no written objections, it will be automatically extended3Year.
After this transaction,Hebei Port Group's dock rights in Caofeidian Port Area of Tangshan Port will be concentrated in Qingang Shares, which is also conducive to the performance of Qingang SharesQinhuangdao Port, Caofeidian Port Area of Tangshan Port, and Huanghua Port all have terminal businesses. In recent years, with the reduction of production capacity and optimization of structure in the steel industry, the port iron ore business has shifted from incremental expansion to stock competition. Driven by the goal of "carbon peak and carbon neutrality", the growth space of the port coal business has also been constrained. As a major dry bulk terminal, Qinhuangdao Port's performance is under pressure.
2026In the first half of the year, Qingang Group achieved a total cargo throughput of2.24Billion tons, year-on-year growth7.69%Among them, it was completed at Qinhuangdao Port1.02Billion tons, year-on-year growth13.76%Completed in Caofeidian Port Area686510000 tons, year-on-year growth0.9%Completed at Huanghua Port540410000 tons, year-on-year growth6.13%The growth rate of Caofeidian Port Area is lower than that of the other two major port areas. After this transaction, Caofeidian Industrial Port will become a consolidated subsidiary of Qinhuangdao Port, further enhancing Qinhuangdao Port's revenue and profit levels.
In addition, in recent years, the State owned Assets Supervision and Administration Commission has continuously promoted asset securitization, encouraging the injection of high-quality assets into existing platforms, which has also accelerated the pace of central state-owned enterprises in solving the problem of inter industry competition. If China Shenhua acquires the controlling shareholder, State Energy Group12Equity of domestic enterprises, including port companies and shipping companies100%Equity. this year6In September, Tianjin Port Corporation plans to issue shares to Tianjin Port Group to purchase Tianjin Port Second Container Terminal and Tianjin Port Huisheng Terminal.
Listed companies generally adopt the method of issuing additional sharesAThe acquisition of assets from controlling shareholders through the issuance of shares or stocks can generate high-quality assets without the need to invest a large amount of funds, while also strengthening the port group's control over themThe control power of listed companies achieves multiple benefits in one fell swoop. However, for many provincial-level port groups in China,In the actual operation process of solving industry competition, there are often multi-party games, and it is necessary to postpone the fulfillment of commitments, solve industry competition, and still continue to do soHeavy and the road is long.
