Gelonghui May 22 丨 Liaoning Port Shares (601880.SH) announcedrupokerThe two chief companies in which the company shares are currently facing serious operating difficulties due to heavy financial burdens. At the same time, there are also historical debt problems between the local government management committee and Dalian Port Group, resulting in the equity of the two chief companies held by the management committee and Changxing Island Construction Investment Co., Ltd. has been pledged to Dalian Port Group. In order to solve the problems left over from history and business difficulties and avoid extreme unfavorable situations, Dalian Port Group plans to acquire 50% of the equity of Changtou Development Company held by the Management Committee and 20% of the equity of Changxing Island Construction Investment Company held by Changxing Island Construction Investment, so as to achieve "stock-debt offset" between Dalian Port Group and the Management Committee. After the completion of the equity acquisition, on the one hand, the problem left over from the history of arrears from the management committee was solved. On the other hand, after Dalian Port Group acquired the equity, it plans to join forces with the syndicate to optimize the financial structure of the two chief companies, solve the operating difficulties, and promote the healthy operation and development of the two chief companies. Dalian Port Group and Changxing Island Construction Investment inquired whether the company exercised the right of first refusal on the above-mentioned equity. Based on actual operating conditions and financial arrangements, the company plans to waive the exercise of the right of first refusal to exercise the trading equity of the two chief companies.

Dalian Port Group plans to purchase the 50% equity interest in Changtou Development Company held by the Management Committee and the 20% equity interest in Changxing Island Construction Investment Company held by Changxing Island Construction Investment Company using an evaluation value agreement finally filed with the state-owned assets supervision and administration department. The preliminary negotiated considerations are 40rupoker, 7.3448 million yuan and 61.0651 million yuan (the final transaction consideration is subject to the written transaction documents signed by both parties). The evaluation method for the underlying assets of this transaction is asset-based method, with the benchmark date of March 31, 2024. Important evaluation assumptions and evaluation parameters are reasonable.

The company's waiver of pre-emptive rights this time is a prudent decision made after comprehensively considering its own actual operating conditions and overall development plan, which is in line with the company's long-term development needs. The waiver of the right of pre-emptive purchase this time has not changed the company's shareholding ratio in Changtou Development Company and Changgang Port Company. Changtou Development Company and Changgang Port Company are still joint-stock companies of the company.