上海创兴资源开发股份有限公司 2025 年第二次临时股东大会会议材料 上海创兴资源开发股份有限公司 上海创兴资源开发股份有限公司 2025 年第二次临时股东大会 会议材料 股票简称：*ST 创兴 股票代码：600193 二零二五年八月 | 关于拟通过公开挂牌方式转让子公司股权的议案·································7 | | --- | 2025 年第二次临时股东大会会议须知 为维护全体股东的合法权益，确保股东大会会议秩序和议事效率，保证大会 的顺利进行，根据中国证监会发布的《上市公司股东大会规则》、《上海创兴资源 开发股份有限公司章程》（以下简称"《公司章程》"）和上海创兴资源开发股份有 限公司（以下简称"本公司"或"公司"）《股东大会议事规则》的规定，特制定 本须知，请出席股东大会的全体人员遵照执行。 一、董事会以维护全体股东的合法权益、维持大会正常秩序和提高议事效率 为原则，认真履行《公司章程》规定的职责，做好召集、召开股东大会的各项工 作。 二、为能及时统计出席会议的股东（股东代理人）所代表的持股总数，做好 会务接待工作，希望拟参加本次股东大会现场会议的各位股东配合公司 ...

Core Viewpoint - Lio Co., Ltd. is facing challenges with weak core business performance and negative cash flow, raising concerns about the quality of its earnings. Additionally, the actual controller of Lio Co., Ltd. is under regulatory investigation, leading to questions about the legitimacy of its planned Hong Kong listing [1][9]. Group 1: Business Performance - Lio Co., Ltd. has a weak core business, primarily relying on investment activities for profitability. The company has been involved in numerous acquisitions, spending over 5 billion yuan on acquiring stakes in more than 20 companies [1]. - The company has two main business segments: mechanical manufacturing and digital marketing. However, its revenue growth has stagnated, with a market share of approximately 3% in the media agency sector, significantly trailing behind the leading competitor, which has a revenue of 20.64 billion yuan [2][3]. - Despite appearing to have substantial revenue, the actual profitability is concerning, with gross profits fluctuating between 1.3 billion yuan and 1.9 billion yuan, leading to a net profit margin of only 200 million to 400 million yuan after accounting for expenses [5][6]. Group 2: Cash Flow and Investment Activities - The company has reported negative cash flow for four consecutive years from 2021 to 2024, raising doubts about the authenticity of its earnings [6]. - Lio Co., Ltd. has shown a keen interest in stock market investments, with plans to use up to 3 billion yuan of its own funds for various securities investments, including new stock subscriptions and bond investments [8]. Group 3: Regulatory Issues - The actual controller of Lio Co., Ltd., Wang Xiangrong, and Vice Chairman Wang Zhuangli are under investigation by the China Securities Regulatory Commission for suspected short-term trading activities involving their mother [9][10]. - The ongoing investigation may pose obstacles to the company's planned overseas listing, as regulatory guidelines prohibit companies with recent legal issues from issuing securities abroad [10]. Group 4: Related Party Transactions - In light of the financial pressures faced by *ST Chuangxing, Lio Co., Ltd. has engaged in related party transactions, raising concerns about potential conflicts of interest and the risk of being financially drained [11][14]. - The company has signed a framework agreement with a related party for construction and engineering services, which it claims will be conducted at fair market prices and will not harm the interests of the company or its shareholders [14].

Core Viewpoint - *ST Chuangxing reported a significant decline in financial performance for the first half of 2025, with total revenue dropping by 99.0% year-on-year and a net loss of 1371.12 million yuan, indicating severe operational challenges [1]. Financial Performance Summary - Total revenue for the first half of 2025 was 37.4 thousand yuan, down from 37.49 million yuan in 2024, representing a 99.0% decrease [1]. - The net profit attributable to shareholders was -1371.12 thousand yuan, a decline of 98.15% compared to -691.94 thousand yuan in the previous year [1]. - The gross margin fell to -42.45%, a decrease of 207.16% year-on-year, while the net margin plummeted to -3666.21%, down 19765.16% [1]. - The total of financial, sales, and administrative expenses reached 1360.11 thousand yuan, accounting for 3636.78% of total revenue, an increase of 8083.12% year-on-year [1]. Cash Flow and Financial Health - Cash and cash equivalents decreased by 86.71% to 283.88 thousand yuan from 2136.11 thousand yuan [1]. - The company's receivables dropped by 31.84% to 32.5 million yuan [1]. - Interest-bearing liabilities increased by 45.54% to 3027.23 thousand yuan [1]. - The cash flow situation is concerning, with a cash ratio of 1.88% and negative operating cash flow over the past three years [3]. Historical Performance and Investment Return - The company's historical return on invested capital (ROIC) has been weak, with a median of 4.77% over the past decade and a particularly poor ROIC of -79.42% in 2024 [3]. - The company has reported losses in 8 out of 25 annual reports since its listing, indicating a challenging investment profile [3].

Core Viewpoint - The company plans to sign a framework agreement for related transactions with its affiliate, Shanghai Chuangxing Resource Development Co., Ltd., to utilize its construction engineering capabilities for various projects [1][4]. Summary by Sections Related Transaction Overview - The company intends to enter into a framework agreement with Chuangxing Resource, which is controlled by the company's major shareholder, Wang Xiangrong. The agreement includes construction contracting, procurement of engineering materials, and related services [1][3]. Approval Process - The related transaction does not require shareholder approval as it falls within the board's decision-making authority. Related directors Wang Xiangrong and Wang Zhuangli abstained from voting [1][4]. Affiliate Information - Chuangxing Resource is a publicly listed company established on August 25, 1996, with total assets of 572.43 million RMB and a net asset of 103.56 million RMB as of December 31, 2024. The company reported a revenue of 84.01 million RMB and a net loss of 193.38 million RMB for 2024 [2][3]. Main Content of the Framework Agreement - The agreement covers the provision of construction contracting, procurement, and installation services. The agreement is valid for 12 months from the date of approval [3][4]. Estimated Transaction Amount - The total estimated amount for construction contracts under the framework agreement will not exceed a specified amount in RMB [4]. Pricing Policy - The pricing for the related transactions will be based on market fair pricing principles, determined through negotiation between the parties [4]. Purpose and Impact of the Related Transaction - The agreement aims to leverage Chuangxing Resource's expertise in construction engineering, ensuring that the transaction is fair and does not harm the interests of the company or its shareholders. It will not affect the company's financial status or operational results negatively [4][5]. Independent Directors' Review Opinion - The independent directors unanimously approved the framework agreement, stating that it adheres to principles of voluntary, equal, and fair negotiation, and does not harm the interests of the company or minority shareholders [4][5]. Supervisory Board Opinion - The supervisory board confirmed that the transaction follows legal procedures and does not involve any benefit transfer to related parties, ensuring the protection of the company's and shareholders' interests [5].

Core Viewpoint - Shanghai Chuangxing Resource Development Co., Ltd. reported significant declines in financial performance for the first half of 2025, with a notable drop in revenue and net profit, indicating potential challenges ahead for the company [1]. Financial Summary - Total assets decreased by 7.61% from the end of the previous year, amounting to approximately 528.85 million yuan [1]. - Operating revenue plummeted by 99.00% compared to the same period last year, totaling approximately 373.99 million yuan [1]. - The total profit for the period was a loss of approximately 13.40 million yuan, compared to a loss of about 5.60 million yuan in the previous year [1]. - The net profit attributable to shareholders was a loss of approximately 13.71 million yuan, worsening from a loss of about 6.92 million yuan year-on-year [1]. - The net cash flow from operating activities showed a significant decline of 131.08%, resulting in a negative cash flow of approximately 4.34 million yuan [1]. - The weighted average return on net assets decreased by 11.82 percentage points to -14.18% [1]. - Basic and diluted earnings per share were both reported at -0.032 yuan, compared to -0.016 yuan in the previous year [1]. Shareholder Information - As of the report date, the total number of shareholders was 23,386 [2]. - The largest shareholder, Zhejiang Huqiao Industrial Co., Ltd., holds 23.90% of the shares, amounting to 101,664,147 shares, with 67,000,000 shares pledged [3]. - The company has no preferred shareholders with restored voting rights as of the report date [4]. Significant Events - A significant event occurred when 67,000,000 shares held by the controlling shareholder were publicly auctioned due to legal proceedings, resulting in a change of control to Mr. Wang Xiangrong [6][7].

Core Viewpoint - The company has approved a framework agreement for related party transactions to enhance operational stability and competitiveness, which is expected to increase main business revenue and align with the interests of all shareholders, particularly minority shareholders [1][2]. Group 1 - The company's ninth board meeting was held on August 15, 2025, in Hangzhou, with all five directors present, ensuring compliance with legal and regulatory requirements [1]. - The board unanimously approved the proposal to sign a related party transaction framework agreement, with a voting result of 5 in favor, 0 against, and 0 abstentions [2]. - The agreement aims to standardize related transactions and support the company's normal business operations in construction engineering and other sectors [1][2].

Summary of Key Points Core Viewpoint - Shanghai Chuangxing Resource Development Co., Ltd. has announced the provision for credit impairment losses and asset impairment losses, totaling 1,854,641.03 yuan for the second quarter of 2025, reflecting a more accurate representation of the company's asset status [1][5]. Group 1: Impairment Loss Provision Overview - The company has made provisions for credit impairment and asset impairment losses based on discussions among management and in accordance with accounting standards [1]. - The total amount of impairment provisions includes 1,330,651.00 yuan for accounts receivable, 6,054.66 yuan for other receivables, and 517,935.37 yuan for fixed assets [2]. Group 2: Specifics of Credit Impairment Losses - The company assesses expected credit losses for accounts receivable, other receivables, and contract assets based on reasonable and evidence-based information, including forward-looking information [2][3]. - When objective evidence of impairment exists, individual assessments are conducted; otherwise, receivables are grouped based on credit risk characteristics to estimate expected credit losses [2][3]. Group 3: Asset Impairment Losses - The company evaluates whether there are indications of impairment for non-current non-financial assets, such as fixed assets and construction in progress, at the balance sheet date [4][5]. - If impairment indications are present, the recoverable amount is estimated, and impairment losses are recognized if the recoverable amount is lower than the carrying amount [5]. Group 4: Impact of Impairment Loss Provisions - The provisions for impairment losses will allow for a more accurate reflection of the company's asset status, ensuring that the accounting information regarding asset value is more truthful and reliable [5].

Core Viewpoint - The company, Shanghai Chuangxing Resource Development Co., Ltd., plans to sign a framework agreement for related party transactions with its affiliate, Lio Group Co., Ltd., for construction and related engineering services, which is deemed necessary for its normal business operations [1][4]. Summary by Sections 1. Overview of Related Party Transactions - The company will undertake multiple construction projects from its affiliate, Lio Group, and its subsidiaries, which constitutes related party transactions [1]. - The framework agreement aims to facilitate information disclosure and regulatory review, enhancing decision-making efficiency [1]. 2. Introduction of Related Party - Lio Group is controlled by the company's actual controller, Mr. Wang Xiangrong [2]. - Lio Group's financial data as of December 31, 2024, includes total assets of CNY 21,986.58 million, net assets of CNY 12,887.06 million, and a revenue of CNY 21,170.51 million with a net loss of CNY 259.29 million [2]. 3. Main Content of the Framework Agreement - The agreement applies to the company's subsidiaries, including Wenzhou Lianying Construction Engineering Co., Ltd., and any future entities included in the consolidated financial statements [3]. - Types of related transactions include construction contracting, procurement, and installation of engineering materials [3][4]. - The estimated total amount for construction contracts under this agreement for the next 12 months is capped at CNY 20 million [4]. 4. Purpose and Impact of the Related Transactions - The signing of the framework agreement is essential for the company's normal operations in construction and aims to standardize related transactions, ensuring operational stability [4]. - It is expected to enhance the company's business professionalism and competitiveness, contributing to increased main business revenue [4]. 5. Review Procedures for the Related Transactions - The independent directors held a meeting on August 13, 2025, where they unanimously agreed that the transaction is necessary for normal operations and does not harm the interests of shareholders, especially minority shareholders [5]. - The board of directors approved the agreement on August 15, 2025, with a unanimous vote, and the transaction does not require shareholder meeting approval [5].

Core Viewpoint - *ST Chuangxing (600193.SH) reported a significant decline in revenue and a negative net profit for the first half of 2025, indicating severe financial distress [1] Financial Performance - The company achieved an operating revenue of 374,000 yuan, representing a year-on-year decrease of 99.00% [1] - The net profit attributable to shareholders was -13.71 million yuan, reflecting ongoing losses [1] - The basic earnings per share stood at -0.032 yuan, indicating a negative return for shareholders [1]

Group 1 - The core point of the article is that *ST Chuangxing (600193.SH) has signed a framework agreement for related party transactions due to its involvement in construction engineering projects [1] - The company will undertake multiple construction projects from related party Liou Co. and its subsidiaries, which constitutes related party transactions [1] - The related party transactions are necessary for the company's long-term cooperation with its clients in the construction sector [1]