Rizhao Port Co., Ltd.

I. Status of the Board of Directors Meeting

The notice of the 23rd meeting of the Eighth Session of the Board of Directors of Rizhao Port Co., Ltd. (hereinafter referred to as “the Company”) was issued via email on March 16, 2026. On March 26, 2026, the meeting was held in person in the Company’s meeting room. There were 11 directors who should attend, and 11 directors actually attended. The secretary to the Board attended the meeting, and senior management personnel were present.

The meeting was chaired by Mr. Mou Wei, Chairman of the Board. The convening and voting procedures of the meeting comply with the requirements of the Company Law, the Company’s Articles of Association, and other relevant laws and regulations; the meeting was lawful and valid.

II. Consideration and Approval at the Board of Directors Meeting

The meeting adopted voting by recorded poll and formed the following resolutions:

  1. Approved 《2025 Annual Report》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

The full text and summary of the annual report are available on the website of the Shanghai Stock Exchange (http://www.sse.com.cn).

This resolution has been approved by the Company’s Board of Directors Audit Committee. Directors and senior management personnel signed written confirmation opinions on the 《2025 Annual Report》.

  1. Approved 《2025 Annual Sustainability Development Report》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

This resolution needs to be submitted to the shareholders’ meeting for consideration.

  1. Approved 《2025 Annual Work Report of the Board of Directors》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

This resolution needs to be submitted to the shareholders’ meeting for consideration.

  1. Approved 《2025 Annual Work Report of the General Manager》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

  1. Approved the resolution 《Regarding Formulating 》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

  1. Approved the resolution 《Regarding Formulating 》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

This resolution needs to be submitted to the shareholders’ meeting for consideration.

  1. Approved the resolution 《Regarding Formulating the 2026 Compensation Plan for Directors》 on an item-by-item basis

7.1 Approved the resolution 《Regarding Formulating Compensation Plan for Independent Director Li Xiu Xiu for 2026》

Voting results: 10 votes in favor, 0 votes against, 0 votes abstaining.

Independent Director Li Xiu Xiu recused himself/herself from voting on this resolution.

7.2 Approved the resolution 《Regarding Formulating Compensation Plan for Independent Director Zhen Hong for 2026》

Voting results: 10 votes in favor, 0 votes against, 0 votes abstaining.

Independent Director Zhen Hong recused himself/herself from voting on this resolution.

7.3 Approved the resolution 《Regarding Formulating Compensation Plan for Independent Director Fan Li Bo for 2026》

Voting results: 10 votes in favor, 0 votes against, 0 votes abstaining.

Independent Director Fan Li Bo recused himself/herself from voting on this resolution.

7.4 Approved the resolution 《Regarding Formulating Compensation Plan for Independent Director Wang Ping for 2026》

Voting results: 10 votes in favor, 0 votes against, 0 votes abstaining.

Independent Director Wang Ping recused himself/herself from voting on this resolution.

7.5 Approved the resolution 《Regarding Formulating Compensation Plan for Director Gao Jian for 2026》

Voting results: 10 votes in favor, 0 votes against, 0 votes abstaining.

Director Gao Jian recused himself/herself from voting on this resolution.

7.6 Approved the resolution 《Regarding Formulating Compensation Plan for Director Suo Xu Sheng for 2026》

Voting results: 10 votes in favor, 0 votes against, 0 votes abstaining.

Director Suo Xu Sheng recused himself/herself from voting on this resolution.

7.7 Approved the resolution 《Regarding Formulating Compensation Plan for Director Zhou Tao for 2026》

Voting results: 10 votes in favor, 0 votes against, 0 votes abstaining.

Director Zhou Tao recused himself/herself from voting on this resolution.

This resolution needs to be submitted to the shareholders’ meeting for consideration.

  1. Approved the resolution 《Regarding Formulating the 2026 Compensation Plan for Senior Management Personnel》 on an item-by-item basis

8.1 Approved the resolution 《Regarding Formulating Compensation Plan for General Manager Gao Jian for 2026》

Voting results: 10 votes in favor, 0 votes against, 0 votes abstaining.

Director Gao Jian recused himself/herself from voting on this resolution.

8.2 Approved the resolution 《Regarding Formulating the Compensation Plan for Non-Director Senior Executives for 2026》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

Items 7 and 8 above have both been approved by the Company’s Remuneration and Performance Evaluation Committee of the Board of Directors. All related members recused themselves from voting.

  1. Considered the resolution 《Regarding Purchasing Liability Insurance for Directors and Senior Management Personnel》

The remuneration and performance evaluation committee of the Board of Directors has considered this resolution. As all members of the remuneration and performance evaluation committee recused themselves from voting, the resolution was submitted directly to the Board of Directors for consideration.

As beneficiaries, all directors recused themselves from voting. This resolution will be submitted directly to the shareholders’ meeting for consideration.

For details, see the 《Rizhao Port Co., Ltd. Announcement on Purchasing Liability Insurance for Directors and Senior Management Personnel》 (Announcement No. Lin 2026-015).

  1. Approved the resolution 《Regarding Formulating the 2025 Profit Distribution Proposal》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

The 2025 profit distribution proposal is as follows: the Company plans to distribute cash dividends of RMB 0.725 (tax inclusive) for every 10 shares to all shareholders. As of December 31, 2025, the Company’s total share capital is 3,075,653,888 shares. Based on this, the total cash dividends proposed to be distributed are RMB 222,984,906.88 (tax inclusive). Among them, the Company has distributed interim cash dividends for 2025 to all shareholders on October 2025 in the amount of RMB 101,496,578.30 (cash dividend of RMB 0.33 (tax inclusive) per 10 shares). The remaining cash dividends of RMB 121,488,328.58 (cash dividend of RMB 0.395 (tax inclusive) per 10 shares) will be completed within 2 months from the date when the resolution of the shareholders’ meeting is made.

For details, see the 《Rizhao Port Co., Ltd. Announcement on the 2025 Annual Profit Distribution Plan》 (Announcement No. Lin 2026-016).

This resolution needs to be submitted to the shareholders’ meeting for consideration.

  1. Approved 《2025 Annual Internal Control Assessment Report》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

This resolution has been approved by the Company’s Board of Directors Audit Committee. The full text of the report is available on the Shanghai Stock Exchange website (http://www.sse.com.cn).

  1. Approved 《2025 Annual Report on the Performance of Duties by the Board of Directors Audit Committee》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

This resolution has been approved by the Company’s Board of Directors Audit Committee. The full text of the report is available on the Shanghai Stock Exchange website (http://www.sse.com.cn).

  1. Approved the resolution 《Regarding Appointing the Financial Audit Institution and the Internal Control Audit Institution for 2026》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

This resolution has been approved by the Company’s Board of Directors Audit Committee. The Board of Directors agrees to appoint Tianjian Certified Public Accountants (Special General Partnership) as the Company’s financial audit institution and internal control audit institution for 2026, with a term of one year. For details, see the 《Rizhao Port Co., Ltd. Announcement on the Change of Accounting Firm》 (Announcement No. Lin 2026-017).

This resolution needs to be submitted to the shareholders’ meeting for consideration.

  1. Approved 《2025 Annual Financial Final Accounts Report》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

This resolution has been approved by the Company’s Board of Directors Audit Committee.

  1. Approved 《2026 Annual Financial Budget Report》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

This resolution has been approved by the Company’s Board of Directors Audit Committee.

  1. Approved the resolution 《Regarding Formulating the 2026 Production and Operation Plan》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

Subject to ensuring safe production, to complete throughput of 499 million tons, operating revenue of RMB 7.974 billion, net profit of RMB 0.576 billion, and net profit attributable to owners of the parent company of RMB 0.499 billion, with asset investment of RMB 3.424 billion.

  1. Approved the resolution 《Regarding Formulating the 2026 Funds Borrowing Plan》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

According to the Company’s 2026 production and operation and investment plan, the total financing amount is expected to be RMB 8.5 billion. The validity period of this resolution shall be until the date of the next year’s Board of Directors meeting for consideration of the funds borrowing plan. The Board of Directors agrees to authorize the Chairman of the Board to handle the specific approval matters for the borrowings.

This resolution has been approved by the Company’s Board of Directors Audit Committee.

  1. Approved the resolution 《Regarding the Risk Ongoing Assessment Report of Shandong Port Group Finance Co., Ltd. (Limited Liability)》

Voting results: 8 votes in favor, 0 votes against, 0 votes abstaining.

Related directors Mou Wei, Bian Ke, and Li Yongjin recused themselves from voting on this resolution.

For details, see the 《Rizhao Port Co., Ltd. Announcement on the Risk Ongoing Assessment Report of Shandong Port Group Finance Co., Ltd. (Limited Liability)》 (Announcement No. Lin 2026-018).

  1. Approved the resolution 《Regarding a Related-Party Transaction with Shandong Port Bay Construction Group Co., Ltd. 》

Voting results: 8 votes in favor, 0 votes against, 0 votes abstaining.

Related directors Mou Wei, Bian Ke, and Li Yongjin recused themselves from voting on this resolution.

For details, see the 《Rizhao Port Co., Ltd. Announcement on the Related-Party Transaction with Shandong Port Bay Construction Group Co., Ltd.》 (Announcement No. Lin 2026-019).

This resolution has been approved by the Company’s independent directors’ specialized meeting.

This resolution needs to be submitted to the shareholders’ meeting for consideration.

  1. Approved the resolution 《Regarding a Related-Party Transaction with Shandong Luhae Equipment Group Co., Ltd. 》

Voting results: 8 votes in favor, 0 votes against, 0 votes abstaining.

Related directors Mou Wei, Bian Ke, and Li Yongjin recused themselves from voting on this resolution.

For details, see the 《Rizhao Port Co., Ltd. Announcement on the Related-Party Transaction with Shandong Luhae Equipment Group Co., Ltd.》 (Announcement No. Lin 2026-020).

This resolution has been approved by the Company’s independent directors’ specialized meeting.

This resolution needs to be submitted to the shareholders’ meeting for consideration.

  1. Approved the resolution 《Regarding Predicting Port Operation Service Matters to Occur in 2026 Between the Company and the Controlling Subsidiaries of Shandong Energy Group Co., Ltd. 》

Voting results: 10 votes in favor, 0 votes against, 0 votes abstaining.

Related director Yuan Yong recused himself/herself from voting on this resolution.

For details, see the 《Rizhao Port Co., Ltd. Announcement on Predicting Port Operation Service Matters to Occur in 2026 Between the Company and the Controlling Subsidiaries of Shandong Energy Group Co., Ltd.》 (Announcement No. Lin 2026-021).

This resolution has been approved by the Company’s independent directors’ specialized meeting.

  1. Approved the resolution 《Regarding Conducting Annual Assessment and Improvement of the <2025 Valuation Enhancement Plan> and the <“Enhance Quality, Increase Efficiency, and Return with Stronger Performance” Action Plan>》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

For details, see the 《Rizhao Port Co., Ltd. Announcement on Conducting Annual Assessment and Improving the <2025 Valuation Enhancement Plan> and the <“Enhance Quality, Increase Efficiency, and Return with Stronger Performance” Action Plan>》 (Announcement No. Lin 2026-022).

  1. Approved the resolution 《Regarding Convening the 2025 Annual Shareholders’ Meeting》

Voting results: 11 votes in favor, 0 votes against, 0 votes abstaining.

The Company’s 2025 annual shareholders’ meeting is proposed to be held soon. Specific matters such as the meeting time and meeting location will be notified separately.

Announcement is hereby made.

● Filing Documents

  1. Resolution of the 23rd meeting of the Board of Directors;

  2. Resolution of the 8th meeting of the Independent Directors’ Specialized Meeting;

  3. Resolution of the 3rd meeting of the Remuneration and Performance Evaluation Committee of the Board of Directors;

  4. Resolution of the 12th meeting of the Board of Directors Audit Committee.

Board of Directors of Rizhao Port Co., Ltd.

March 27, 2026

Stock Code: 600017 Stock Name: Rizhao Port Announcement No.: 2026-021

Rizhao Port Co., Ltd.

Announcement on Predicting Port Operation Service Matters to Be Occurred in 2026 with Controlling Subsidiaries of Shandong Energy Group Co., Ltd.

The Board of Directors of this Company and all directors warrant that there are no false records, misleading statements, or material omissions in the content of this announcement, and they assume legal responsibility for the authenticity, accuracy, and completeness of the content.

Key Information:

● Type of transaction: Predicted related-party transactions for daily business operations.

● Estimated transaction amount: In 2026, the amount that Rizhao Port Co., Ltd. and its controlling subsidiaries (hereinafter referred to as “this Company” or “the Company”) will provide port operation services to the controlling subsidiaries of Shandong Energy Group Co., Ltd. shall not exceed RMB 2,500,000,00 (25,0000 million).

● The price of this related-party transaction will be based on market prices, and in accordance with the principles of openness, fairness, and impartiality. The relevant price standards are the same as those for transactions with non-related parties under the same conditions in the open market. The occurrence of related-party transactions will not result in the Company’s reliance on related parties.

● This related-party transaction does not need to be submitted to the shareholders’ meeting for consideration.

I. Overview of the Related-Party Transaction

On November 4, 2025, the Company disclosed the 《Equity Change Notice of a Shareholder Holding More Than 5% Reducing Its Holdings to Below 5%》. The shareholding percentage of Shandong Energy Group and its parties acting in concert fell to below 5%. According to the《Shanghai Stock Exchange Listing Rules》, in the past 12 months, the legal person (or other organization) holding more than 5% of shares of a listed company and its parties acting in concert are related parties of the listed company. This Company provides port cargo loading and unloading, transshipment, handling, and storage services to the controlling subsidiary of Shandong Energy Group and obtains revenue, which constitutes a related-party transaction. This related-party transaction falls within the approval authority of the Board of Directors and does not need to be submitted to the shareholders’ meeting for consideration.

II. Introduction of Related Parties

(I) Introduction of the Related-Party Relationship

Shandong Energy Group is a legal person holding more than 5% of the Company’s shares within the past 12 months; the controlling subsidiary of Shandong Energy Group is a related party of this Company. The controlling subsidiaries of Shandong Energy Group include, but are not limited to, Zouchong Mining Energy Group Co., Ltd., Wubai Technology Co., Ltd., Zaozhuang Mining (Group) Co., Ltd., Shandong New Juilong Energy Co., Ltd., and so on.

(II) Basic Information of Related Parties

  1. Name of the enterprise: Shandong Energy Group Co., Ltd.

Unified Social Credit Code: 91370000166120002R

Type: Limited liability company (state-owned holding)

Registered address: No. 28 Shunhua Road, High-tech Zone, Jinan, Shandong Province

Legal representative: Li Wei

Registered capital: RMB 3,020,000,00 (3,020,000 million)

Date of establishment: March 12, 1996

Business scope: Management of state-owned assets within the authorized scope; investment, management, and consulting in industry areas including coal and other resource-based products, coal power, coal chemical industry, high-end equipment manufacturing, new energy and new materials, modern logistics and trade, oil and gas, engineering and technology research and management consulting, high-tech, finance, etc.; planning, organizing, coordinating production and operation activities of group companies in the above-mentioned industry areas. Investment consulting; journal publishing, installation, commissioning, maintenance of wired broadcasting and television, and sales of equipment; value-added telecommunications services within the scope approved by licenses; contracting of overseas engineering projects within approved qualification scope, and contracting and provision of overseas engineering projects and labor personnel dispatched externally that are suitable for its qualifications, strength, scale, and performance; (the following is limited to business operated by branches) comprehensive utilization of waste heat from thermal power, heating, and power generation; highway transportation; wood processing; installation and maintenance of water and heating pipelines; catering and hotels; exploitation and sales of water; geological prospecting, exploration, mining, selection and smelting, processing, and sales of gold, precious metals, and non-ferrous metals, and technical services. Advertising business; sales of electromechanical products, clothing, textiles, and rubber products; import and export business within filing scope; landscaping and greening; leasing of houses, land, and equipment; R&D services for coal, coal chemical and coal power aluminum technology; production and sales of building materials, ammonium sulfate (white crystalline powder); manufacturing, installation, maintenance, sales of mining equipment, electromechanical equipment, complete sets of equipment and spare parts; decoration and renovation; installation, maintenance, and sales of electrical equipment; manufacturing, processing and sales of general parts and mechanical parts; wastewater treatment and sales of reclaimed water; real estate development and property management; sales of daily necessities, arts and crafts, metal materials, and gas equipment; transportation of railway cargo (self-supplied within the area). (For projects requiring approval according to law, business may only be carried out after approval by relevant departments).

(III) Other Notes

This Company is independent of the above related parties in terms of property rights, business, assets, creditor-debtor relationships, personnel, etc.

III. Estimated Amounts of Related-Party Transactions for 2026

Based on calculations, in 2026, the Company expects that the amount of port operation services provided to the controlling subsidiaries of Shandong Energy Group shall not exceed RMB 2,500,000,00 (25,0000 million).

If the amount exceeds the above estimated amount, and the exceeded portion reaches the thresholds for consideration by the Board of Directors or the shareholders’ meeting, the Company will, in accordance with the relevant provisions of the 《Shanghai Stock Exchange Listing Rules》, submit the amount of the exceeded portion for consideration by the Board of Directors or the shareholders’ meeting and make corresponding disclosures.

IV. Pricing Basis for Related-Party Transactions

All port cargo loading and unloading, transshipment, handling, and storage services provided by this Company to the controlling subsidiaries of Shandong Energy Group follow the principles of openness, fairness, and impartiality. Pricing policies are based on market prices, and the pricing policy is consistent with those for other customers without a relationship.

The pricing of related-party transactions between this Company and the controlling subsidiaries of Shandong Energy Group is fair and does not harm the interests of the Company and its shareholders. It will not have a negative impact on the Company’s ability to sustain its business operations.

V. Approval Status of Related-Party Transactions

(I) On March 26, 2026, the Company convened the 23rd meeting of the Eighth Session of the Board of Directors and approved the resolution 《Regarding Predicting Port Operation Service Matters to Occur in 2026 Between the Company and the Controlling Subsidiaries of Shandong Energy Group Co., Ltd.》. Voting results: 10 votes in favor, 0 votes against, 0 votes abstaining. Related director Yuan Yong recused himself/herself from voting on the resolution.

(II) Before submitting the related-party transaction to the Board of Directors for consideration, it was already approved by the independent directors’ specialized meeting.

(III) This related-party transaction does not need to be submitted to the shareholders’ meeting for consideration.

VI. Signing of Related-Party Transaction Agreements

After the Board of Directors approves, this Company will sign the relevant port operation agreements at market prices.

VII. Reference Documents

(I) Resolution of the 8th meeting of the independent directors’ specialized meeting;

(II) Resolution of the 23rd meeting of the 8th Session of the Board of Directors.

Announcement is hereby made.

Board of Directors of Rizhao Port Co., Ltd.

March 27, 2026

Stock Code: 600017 Stock Name: Rizhao Port Announcement No.: 2026-019

Rizhao Port Co., Ltd.

Announcement on a Related-Party Transaction with Shandong Port Bay Construction Group Co., Ltd.

The Board of Directors of this Company and all directors warrant that there are no false records, misleading statements, or material omissions in the content of this announcement, and they assume legal responsibility for the authenticity, accuracy, and completeness of the content.

Key Information:

● The transaction described in this announcement constitutes a related-party transaction between the Company and a related party, but it does not yet constitute a major asset reorganization as stipulated in the《Administrative Measures for Major Asset Reorganization of Listed Companies》.

● A related-party transaction occurs between the Company’s controlling subsidiary and the controlling subsidiary of the controlling shareholder, namely Shandong Port Bay Construction Group Co., Ltd., with the total contract amount being RMB 793.5381 million.

● The related-party transaction described in this announcement is subject to shareholders’ meeting approval.

I. Transaction Overview

Recently, Shandong Port Bay Construction Group Co., Ltd. (hereinafter referred to as “Shandong Port Bay”) won the bid for engineering projects of the Company’s controlling subsidiaries Rizhao Port Container Development Co., Ltd. (hereinafter referred to as “Ji Fa Company”), Rizhao Port Rizhan Mountain Co., Ltd. (hereinafter referred to as “Shares Rizhan Mountain Company”), and Rizhao Port Bao Lan Terminal Co., Ltd. (hereinafter referred to as “Bao Lan Terminal Company”). According to relevant provisions such as the《Shanghai Stock Exchange Listing Rules》, the above transactions constitute related-party transactions between the Company’s controlling subsidiaries and related parties.

Up to the date of this related-party transaction, except for related-party transactions already submitted for consideration at the shareholders’ meeting, over the past 12 months the Company and its subsidiaries have cumulatively carried out 10 engineering tender-type related-party transactions with Shandong Port Bay, with a cumulative contract amount of RMB 794 million, which has reached more than RMB 30 million and accounts for more than 5% of the absolute value of the Company’s most recently audited net assets, and therefore requires approval at the shareholders’ meeting.

II. Introduction of Related Parties

(I) Introduction of the Related-Party Relationship

Shandong Port Bay is a controlling subsidiary of Rizhao Port Group Co., Ltd., the controlling shareholder of this Company.

(II) Basic Information of Related Parties

Name of the related party: Shandong Port Bay Construction Group Co., Ltd.

Unified Social Credit Code: 91371100X1359336XD

Type of enterprise: Other limited liability company

Legal representative: Zou Dejian

Registered capital: RMB 197,455.1 million

Establishment date: September 3, 2001

Address: No. 98 Lianyungang Road, Rizhao City

Business scope: Earth and rock blasting, underwater blasting of reefs and demolition engineering (validity period subject to license); installation of pressure pipelines (validity period subject to license); installation and maintenance of lifting machinery (validity period subject to license); port facility repair operations (validity period subject to license); contracting of overseas engineering projects suitable for its strength, scale, and performance; dispatching labor personnel required to implement the above overseas engineering projects (validity period subject to license). Port and waterway engineering construction; housing construction engineering, steel structure engineering, foundation and substructure engineering, highway subgrade engineering, municipal public engineering construction; production of ready-mixed commercial concrete and precast components; manufacturing of material conveying equipment; installation of construction equipment; installation of electromechanical equipment; leasing of mechanical equipment; sales of asphalt (excluding hazardous chemicals). Other auxiliary water transportation activities; loading, unloading, and handling. Within the permitted scope of qualifications, conduct design and surveying (geotechnical engineering, engineering surveying) for water transport engineering and industrial and civil construction engineering. (For projects requiring approval according to law, business may only be carried out after approval by relevant departments.)

(III) Financial Information of Related Parties

As of December 31, 2025, Shandong Port Bay’s total assets were RMB 17.158 billion and net assets were RMB 3.613 billion. In January to December 2025, Shandong Port Bay achieved operating revenue of RMB 6.396 billion and net profit of RMB 0.191 billion (audited data).

(IV) Other Notes

The Company and its controlling subsidiaries are independent of the above related parties in terms of property rights, business, assets, creditor-debtor relationships, personnel, etc.

III. Name and Amount of the Related-Party Transaction

Unit: RMB 10,000

IV. Main Contents of the Related-Party Transaction

  1. Extension project for stacking yards, construction of rain shelters and warehouse buildings, on-site line civil works for substations, and road renovation works in the Shijiu Port Area of Rizhao Port

The projects described in this transaction are located in the Shijiu Port Area of Rizhao Port. The construction scope mainly includes civil works for the stacking yard extension project at berth #14#15 (stacking yard portion), construction of rain shelter at berth #18 (south #18), the warehouse project on Port South Second Road, civil works for on-site lines for the 110kV Port 7 station project, and the renovation works for Dong 18th Road. This related-party transaction is comprised of multiple individual contracts.

  1. Construction works for the South No. 1 breakwater waiting workers’ building, on-site substation, and cable trench works in the Lan Shan Port Area of Rizhao Port

The projects described in this transaction are located in the Lan Shan Port Area of Rizhao Port. The construction scope mainly includes the South No. 1 breakwater waiting workers’ building, on-site substation and cable trench construction works. This related-party transaction is comprised of multiple individual contracts.

  1. Dredging works for the North Operation Area wharf project, and supporting projects for wharf stacking yards in the Lan Shan Port Area of Rizhao Port

The projects described in this transaction are located in the North Operation Area of Lan Shan Port Area of Rizhao Port. The construction scope mainly includes the wharf basin, the berthing waters, the dredging and dredge-silt removal for navigation channels, and the supporting projects for the ore wharf stacking yards.

V. Pricing Basis for Related-Party Transactions

The above related-party transactions are based on market prices. The winning party and contract amount are determined according to the results of the bidding. The above transactions follow the principles of openness, fairness, and impartiality; the prices are fair. There is no situation that harms the interests of the Company and its shareholders, and it will not have a negative impact on the Company’s sustainable operating capability.

VI. Impact of the Related-Party Transaction on the Company

The above related-party transaction is necessary for the Company’s production and operations. It helps further optimize the Company’s infrastructure and improve the port service level and market competitiveness.

VII. Consideration of the Related-Party Transaction

(I) On March 26, 2026, the Company convened the 23rd meeting of the Eighth Session of the Board of Directors and approved the resolution 《Regarding a Related-Party Transaction with Shandong Port Bay Construction Group Co., Ltd.》. Voting results: 8 votes in favor, 0 votes against, 0 votes abstaining. Related directors Mou Wei, Bian Ke, and Li Yongjin recused themselves from voting.

(II) Before submitting this related-party transaction to the Board of Directors for consideration, it had already been approved by the independent directors’ specialized meeting.

(III) This related-party transaction still needs to be submitted to the shareholders’ meeting for consideration, and the related shareholders Shandong Port Rizhao Port Group Co., Ltd. and Rizhao Port Group Lan Shan Port Affairs Co., Ltd. need to recuse themselves from voting.

VIII. Status of Contract Signing

In accordance with relevant laws and regulations, and based on the principles of fairness and reasonableness and mutual benefit, contracts with conditions precedent to effectiveness will be signed with the related party.

IX. Reference Documents

(I) Resolution of the 8th meeting of the independent directors’ specialized meeting;

(II) Resolution of the 23rd meeting of the Eighth Session of the Board of Directors.

Announcement is hereby made.

Board of Directors of Rizhao Port Co., Ltd.

March 27, 2026

Stock Code: 600017 Stock Name: Rizhao Port Announcement No.: 2026-016

Rizhao Port Co., Ltd.

Announcement on the 2025 Annual Profit Distribution Plan

The Board of Directors of this Company and all directors warrant that there are no false records, misleading statements, or material omissions in the content of this announcement, and they assume legal responsibility for the authenticity, accuracy, and completeness of the content.

Key Information:

● Dividend ratio per share: The Company’s 2025 annual profit distribution plan is to distribute cash dividends of RMB 0.0725 per share (tax inclusive). The Company has distributed interim cash dividends for 2025 to all shareholders in October 2025 (cash dividend of RMB 0.033 per share (tax inclusive)); the remaining cash dividends (cash dividend of RMB 0.0395 per share (tax inclusive)) will be completed within 2 months from the date when the resolution of the shareholders’ meeting is made.

● This profit distribution will be based on the total share capital registered on the equity record date for the implementation of the equity distribution. The specific date will be clarified in the announcement on the implementation of the equity distribution.

● If the Company’s total share capital changes before the equity record date for implementing the equity distribution, it is proposed to keep the dividend amount per share unchanged, adjust the total distribution amount accordingly, and make a separate announcement on the specific adjustment.

I. Contents of the Profit Distribution Plan

(I) Specific contents of the profit distribution plan

After audit by Zhitong Certified Public Accountants (Special General Partnership), as of December 31, 2025, the Company’s profit available for distribution at the end of the period is RMB 5.115 billion. By resolution of the Board of Directors, the Company’s 2025 profit distribution will be distributed based on the total share capital registered on the equity record date for the implementation of the equity distribution. The profit distribution plan is as follows:

  1. The Company proposes to distribute cash dividends of RMB 0.0395 per share (tax inclusive) to all shareholders. As of December 31, 2025, the Company’s total share capital is 3,075,653,888 shares; based on this, the total cash dividends proposed to be distributed are RMB 121,488,328.58. The total cash dividends for 2025 (including the interim cash dividends already distributed of RMB 101,496,578.30) are RMB 222,984,906.88, accounting for 45.07% of the net profit attributable to shareholders of listed companies for the current year.

  2. If, from the date this announcement is disclosed to the equity record date for the implementation of the equity distribution, the Company’s total share capital changes due to conversions of convertible bonds/repurchases of shares/repurchase and cancellation of shares granted under equity incentives/repurchase and cancellation of shares in connection with major asset reorganization, etc., the Company will maintain the dividend amount per share unchanged and adjust the total distribution amount accordingly. If the total share capital changes in the future, the Company will separately announce the specific adjustment.

This profit distribution plan still needs to be submitted to the shareholders’ meeting for consideration.

(II) Whether other risk-warning situations may be triggered

II. Decision-making Procedures Followed by the Company

On March 26, 2026, the Company convened the 23rd meeting of the Eighth Session of the Board of Directors and approved the resolution 《Regarding Formulating the 2025 Profit Distribution Proposal》, agreed to this profit distribution plan, and agreed to submit the proposal to the 2025 annual shareholders’ meeting for consideration.

III. Risk Disclosure

This profit distribution plan, taking into account the Company’s development stage, future capital needs, and other factors, will not have a material impact on the Company’s operating cash flows, nor will it affect the Company’s normal operations and long-term development.

This profit distribution plan will be implemented only after it is approved by the shareholders’ meeting. Investors are kindly requested to pay attention to investment risks.

Announcement is hereby made.

Board of Directors of Rizhao Port Co., Ltd.

March 27, 2026

Stock Code: 600017 Stock Name: Rizhao Port Announcement No.: 2026-0017

Rizhao Port Co., Ltd.

Announcement on Changing the Accounting Firm

The Board of Directors of this Company and all directors warrant that there are no false records, misleading statements, or material omissions in the content of this announcement, and they assume legal responsibility for the authenticity, accuracy, and completeness of the content.

Key Information:

● Name of the proposed accounting firm: Tianjian Certified Public Accountants (Special General Partnership).

● Name of the accounting firm originally employed: Zhitong Certified Public Accountants (Special General Partnership).

● Brief reasons for the change and the objection situation of the former accounting firm: After the completion of the audit work for 2025, the accounting firm originally employed by the Company, Zhitong Certified Public Accountants (Special General Partnership) (hereinafter referred to as “Zhitong Certified Public Accountants”), has served the Company for a period reaching the maximum continuous appointment years stipulated by policy, and the Company needs to separately select and appoint the financial audit institution and internal control audit institution for 2026. The Company has conducted sufficient communication with Zhitong Certified Public Accountants regarding the change of accounting firm; Zhitong Certified Public Accountants has no objection.

● The proposed change of accounting firm still needs to be submitted to the shareholders’ meeting for consideration.

I. Basic Information of the Proposed Accounting Firm

(I) Information about the institution

  1. Basic information

Name of the accounting firm: Tianjian Certified Public Accountants (Special General Partnership)

Date of establishment: July 18, 2011

Registered address: No. 128 Xixi Road, Xixiyinan Street, Xihu District, Hangzhou, Zhejiang Province

Managing partner: Zhong Jianguo

As of the end of 2025, the number of partners of Tianjian Certified Public Accountants (Special General Partnership) is 250, and the number of certified public accountants is 2,363. Among them, the number of certified public accountants who have signed audit reports for securities services business is 954.

In 2024, audited business revenue was RMB 2.969 billion. Of this, audit business revenue was RMB 2.563 billion, and securities business revenue was RMB 1.465 billion.

In 2024, there were 756 listed company clients, with total audit fees of RMB 735 million. The major industries involved include: manufacturing; information transmission, software, and information technology services; wholesale and retail; water conservancy, environment and public facilities management; electricity, heat, gas and water production and supply; scientific research and technical services; agriculture, forestry, animal husbandry and fishery; culture, sports and entertainment; construction; real estate; leasing and business services; mining; financial services; transportation, warehousing and postal services; and comprehensive, health and social work, etc. In the Company’s peer industry, the number of listed company audit clients is 5.

  1. Investor protection capability

Tianjian Certified Public Accountants has strong investor protection capability. It has set aside professional risk funds and purchased professional insurance in accordance with relevant laws and regulations requirements. As of the end of 2025, the cumulative amount set aside for professional risk funds and the cumulative insured compensation limits for purchased professional insurance total more than RMB 200 million. The setting aside of professional risk funds and the purchase of professional insurance comply with relevant requirements issued by the Ministry of Finance, such as the《Measures for the Administration of Professional Risk Funds of Accounting Firms》 and other related documents.

In the past three years, Tianjian Certified Public Accountants has had civil lawsuits related to its practice activities. In such civil lawsuits related to practice activities, there were cases where it was found to bear civil liability. The cases in the past three years where Tianjian Certified Public Accountants was determined to bear civil liability in civil lawsuits related to its practice activities are as follows:

The above cases have been concluded, and Tianjian Certified Public Accountants has duly fulfilled the final judgments in due time, and will not have any adverse impact on our firm’s ability to perform its duties.

  1. Integrity record

In the past three years (January 1, 2023 to December 31, 2025), Tianjian Certified Public Accountants received 4 administrative penalties, 18 supervision and management measures, 13 self-regulatory supervision measures, and 5 disciplinary actions due to its practice activities, and it has not received any criminal penalty. In the past three years, 112 practitioners received administrative penalties (15 person-times), supervision and management measures (63 person-times), self-regulatory supervision measures (42 person-times), and disciplinary actions (23 person-times) due to their practice activities, and none received criminal penalties.

(II) Project information

  1. Basic information

Project partner and signed certified public accountant: Guan Jinming. He became a certified public accountant in 2010, started working in audits for listed companies in 2017, and began practicing with this firm in 2010. He began providing audit services to the Company in 2026. In the past three years, he has signed or reviewed audit reports for seven listed companies, including Jia Hua Shares, Hengrun Shares, Jianghuai Automobile, Ankai Coach, Chuhuan Technology, Jiuqi Shares, and Hongdi Technology, etc.

Signed certified public accountant: Ji Rui. He became a certified public accountant in 2022, began engaging in audits for listed companies in 2022, and started practicing with this firm in 2022. He began providing audit services to the Company in 2026; in the past three years, he has not signed or reviewed audit reports for listed companies.

Project quality reviewer: Gao Gaoping. He became a certified public accountant in 2010, started working in audits for listed companies in 2010, began practicing with this firm in 2011, and began providing audit services to the Company in 2026. In the past three years, he has signed or reviewed audit reports for 10 listed companies.

  1. Integrity record

In the past three years, the project partner, signed certified public accountant, and project quality reviewer have not been subject to criminal penalties due to their practice activities; they have not been subject to administrative penalties, supervision and management measures by the CSRC and its dispatched institutions, or by competent industry authorities; and they have not been subject to self-regulatory supervision measures or disciplinary actions imposed by self-regulatory organizations such as stock exchanges and industry associations.

  1. Independence

Tianjian Certified Public Accountants and the project partner, signed certified public accountants, and project quality reviewers have no circumstances that may affect their independence.

  1. Audit fees

The audit fee for the Company’s 2026 annual audit was determined by means of bidding based on principles of fairness and reasonableness. During the selection process, the Company comprehensively considered multiple evaluation factors, including the corporate performance of the accounting firms participating in the bidding, project team performance, quality management level, specific service proposal, staffing plan, audit fee quotations, and other elements. The audit fee pricing is RMB 1.6 million (including: annual report audit RMB 1.35 million, internal control audit RMB 0.25 million). Compared with the previous year’s RMB 1.92 million, it decreased by RMB 0.32 million, representing a 16.67% decrease.

II. Explanation of the Proposed Change of Accounting Firm

(I) Information about the former accounting firm and the audit opinion in the previous year

Zhitong Certified Public Accountants provided annual report audit and internal control audit services to the Company for 10 consecutive years. In 2025, it issued an audit report with an unmodified opinion for the Company. The Company has no situation where it dismissed Zhitong Certified Public Accountants after commissioning it to conduct annual report audit work.

(II) Reasons for the proposed change of accounting firm

The main reason for this change is that Zhitong Certified Public Accountants has provided annual financial statement audit services to the Company for 10 consecutive years, which has reached the maximum term stipulated by policy.

(III) Communication between the listed company and the former and incoming accounting firms

The Company has conducted sufficient communication with Zhitong Certified Public Accountants regarding the change of accounting firm. Zhitong Certified Public Accountants has no objection and will做好 the follow-up work. Considering that the change of accounting firm still needs to be submitted to and approved by the Company’s shareholders’ meeting, the former and incoming accounting firms will, in accordance with the《Code of Practice for Certified Public Accountants No. 1153—Communication Between the Former and the Incoming Registered Certified Public Accountants》, appropriately carry out communications and coordination in a timely manner.

III. Decision-making Procedures Fulfilled by the Company

(I) Opinions of the Audit Committee

In October 2025, the 11th meeting of the Audit Committee of the Board of Directors of the Eighth Session of the Company passed by vote a resolution titled 《Regarding Proposing to Initiate the Selection of Audit Firm for the 2026 Annual Audit Related Matters》. The Audit Committee believed that Zhitong Certified Public Accountants had consecutively served for 10 years, reaching the maximum term stipulated by policy, and proposed initiating the selection of the audit firm for the 2026 annual audit. On March 26, 2026, the 12th meeting of the Audit Committee of the Eighth Session of the Board of Directors passed by vote the resolution 《Regarding Appointing the Financial Audit Institution and the Internal Control Audit Institution for 2026》. After sufficiently understanding and reviewing Tianjian Certified Public Accountants’ professional competence, investor protection capability, independence, integrity status, etc., the Audit Committee concluded that it has the practice qualifications for securities and futures business, and has experience, professional competence, and investor protection capability to provide audit services to listed companies. The Audit Committee agreed that the Board of Directors submit to shareholders a proposal to appoint Tianjian Certified Public Accountants as the Company’s financial audit institution and internal control audit institution for 2026, with a term of one year.

(II) Status of convening, consideration, and voting at the Board of Directors meeting

On March 26, 2026, the 23rd meeting of the Eighth Session of the Board of Directors of the Company approved the resolution 《Regarding Appointing the Financial Audit Institution and the Internal Control Audit Institution for 2026》. It agreed to appoint Tianjian Certified Public Accountants as the Company’s financial audit institution and internal control audit institution for 2026, with a term of one year.

(III) This proposed change of accounting firm still needs to be submitted to the shareholders’ meeting for consideration, and will take effect from the date when the Company’s shareholders’ meeting approves it.

Announcement is hereby made.

Board of Directors of Rizhao Port Co., Ltd.

March 27, 2026

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