证券代码：600193 证券简称：*ST 创兴 公告编号：2025-064 上海创兴资源开发股份有限公司 2025年第三次临时股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 9 月 23 日 (二)股东大会召开的地点：浙江省杭州市上城区九和路 325 号物产天地中心 2 幢 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 302 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 68,960,387 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 16.2117 | 本次股东大会的召集、召开和表决符合法律、法规和规范性文件及《公司章 程》的规定。 (五)公司董事、监事和董事会秘书的出席情况 二、 议案审议情况 (一)非累积投票议案 1、 议案名称：关于关 ...

上海创兴资源开发股份有限公司 2025 年第三次临时股东大会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 关于 致：上海创兴资源开发股份有限公司 浙江天册律师事务所（以下简称"本所"）接受上海创兴资源开发股份有限公 司（以下简称"创兴资源"或"公司"）的委托，指派本所律师参加公司 2025 年 第三次临时股东大会，并根据《中华人民共和国证券法》（以下简称"《证券法》"）、 《中华人民共和国公司法》（以下简称"《公司法》"）和《上市公司股东会规则》 （以下简称"《股东会规则》"）等法律、法规和其他有关规范性文件的要求出具 本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席人员的 资格、召集人的资格、表决程序及表决结果的合法有效性发表意见，不对会议所审 议的议案内容和该等议案中所表述的事实或数据的真实性和准确性发表意见。 本法律意见书仅供公司 2025 年第三次临时股东大会之目的使用。本所律师同 意将本法律意见书随创兴资源本次股东大会其他信息披露 ...

Market Overview - The decoration and renovation sector experienced a decline of 0.91% on September 22, with ST Ruihe leading the drop [1] - The Shanghai Composite Index closed at 3828.58, up 0.22%, while the Shenzhen Component Index closed at 13157.97, up 0.67% [1] Stock Performance - Notable gainers in the sector included: - *ST Dongyi: Closed at 5.16, up 4.03% with a trading volume of 250,400 shares and a turnover of 130 million yuan - *ST Chuangxing: Closed at 4.32, up 3.35% with a trading volume of 138,200 shares and a turnover of 59.57 million yuan - *ST Jianyi: Closed at 9.26, up 1.87% with a trading volume of 24,900 shares and a turnover of 2.29 million yuan [1] - Decliners included: - ST Ruihe: Closed at 5.76, down 4.95% with a trading volume of 157,200 shares and a turnover of 93.41 million yuan - Quanzhu Co.: Closed at 3.12, down 2.80% with a trading volume of 1,646,300 shares and a turnover of 516 million yuan [2] Capital Flow - The decoration and renovation sector saw a net outflow of 85.73 million yuan from institutional investors, while retail investors contributed a net inflow of 46.59 million yuan [2] - The capital flow for specific stocks showed: - Zhongtian Jingzhuang: Net inflow of 10.97 million yuan from institutional investors, but a net outflow of 9.34 million yuan from retail investors [3] - Yaxia Co.: Net inflow of 4.59 million yuan from institutional investors, with a net outflow of 468,340 yuan from retail investors [3]

Core Viewpoint - The sudden "disappearance" of Liu Peng, chairman of *ST Chuangxing, has brought the "Zhejiang Overseas Chinese System" billion-dollar fundraising fraud case back into the public eye, highlighting ongoing investigations and potential implications for the company and its assets [2][4]. Group 1: Liu Peng's Detention and Background - Liu Peng was detained by the Hangzhou Public Security Bureau on September 18, 2025, with the investigation being unrelated to the company [3]. - His detention is linked to the Zhejiang Overseas Chinese fundraising fraud case, where 25 mid-to-senior level personnel have already been arrested [4]. - Liu Peng is a key figure in the Overseas Chinese system and has been involved in significant financial dealings, including a 100 million yuan emergency loan to the Overseas Chinese system just before the fraud case emerged [4][6]. Group 2: Relationship with Zhejiang Overseas Chinese System - Liu Peng has a strong background in the Zhejiang Overseas Chinese system, having been a core member since 2015 and holding various significant positions [6][7]. - The Overseas Chinese system has multiple entities under its umbrella, including *ST Chuangxing and other businesses, which are still operational and managed by original personnel from the Overseas Chinese system [5][11]. - Despite the fraud case, the assets under the Overseas Chinese system, particularly those managed by Liu Peng, have not been subjected to unified regulatory oversight, raising concerns about asset loss and investor rights [5][12]. Group 3: Implications for *ST Chuangxing - Following the fraud case, *ST Chuangxing has undergone a change in control, with new major shareholders emerging, but the governance structure remains unstable [9][11]. - The company’s previous major shareholder, Zhejiang Overseas Chinese Industrial Co., has not yet fully disposed of its remaining shares, indicating ongoing uncertainty [9]. - Liu Peng's detention has raised questions about the future management and asset disposition of *ST Chuangxing, particularly regarding the fairness and transparency of asset handling amidst the ongoing investigations [13].

Core Viewpoint - The sudden detention of Liu Peng, chairman of *ST Chuangxing, has brought renewed attention to the "Zhejiang Overseas Chinese" fundraising fraud case, which involves significant financial misconduct and has already implicated numerous individuals within the organization [1][2]. Group 1: Liu Peng's Detention and Its Implications - Liu Peng was detained by the Hangzhou Public Security Bureau, and the investigation is reportedly linked to the previous fundraising fraud case involving the Zhejiang Overseas Chinese group [1][3]. - Prior to his detention, Liu Peng was involved in a 100 million yuan emergency loan from a subsidiary of Zhejiang Wuchan Group to the Overseas Chinese group, which may have contributed to his current legal troubles [1][3]. - Liu Peng is a key figure in the Overseas Chinese group, having held significant positions within the organization since 2015, and was entrusted with managing *ST Chuangxing, the only A-share listed company in the group [3][4]. Group 2: Background of the Zhejiang Overseas Chinese Group - The Zhejiang Overseas Chinese group has been linked to various entities, including *ST Chuangxing and other businesses such as Jiubianli and the "Yue Wang Tai" yellow wine brand, which are still operated by original personnel from the group [2][4]. - Despite the ongoing fraud investigation, the assets under the Overseas Chinese group, particularly those managed by Liu Peng, have not been subjected to unified regulatory oversight, raising concerns about potential asset loss and investor rights [2][8]. Group 3: Corporate Governance and Control Changes - Following the fraud scandal, *ST Chuangxing underwent a change in control, with Liou Shares becoming the largest shareholder in mid-2025, but the board has not yet been restructured, indicating instability in corporate governance [5][6]. - The ongoing operations of the Overseas Chinese group, particularly the commercial segment, have continued without significant disruption, which has raised questions about the fairness of asset management and the treatment of affected investors [7][9]. Group 4: Legal and Financial Risks - Legal experts have expressed concerns that the assets of the Overseas Chinese group, which are significant and interconnected with other entities, may be at risk of mismanagement or improper transfer without creditor oversight [10]. - The lack of regulatory scrutiny over the operations of the Overseas Chinese commercial segment, especially with the former leader still allegedly controlling operations from abroad, poses a significant risk to the integrity of the assets and the rights of investors [10].

Core Viewpoint - *ST Chuangxing's chairman Liu Peng has been detained by the police for investigation unrelated to the company, leading to a temporary management change to ensure operational stability [1][4]. Group 1: Company Management and Governance - Liu Peng, born in June 1980 and a graduate of Zhejiang University, has been notified of his detention by the Hangzhou Public Security Bureau [1]. - In Liu Peng's absence, Yang Zhe, a board member and general manager, will assume the responsibilities of chairman and legal representative [1]. - The company assures that daily operations are being managed by the executive team, and all other board members and senior management are fulfilling their duties normally [1]. Group 2: Financial Performance - In the first half of the year, *ST Chuangxing reported a revenue of 374,000 yuan, a 99% decrease year-on-year, with a net profit attributable to shareholders of -13.71 million yuan [4]. - The decline in revenue is attributed to the lack of new income from construction projects during the reporting period [4]. - For the year 2024, the company achieved total revenue of only 84.01 million yuan, a year-on-year decrease of 35.53%, and a net profit of -193 million yuan, a decline of 814.99% [6]. Group 3: Business Operations - The main focus of *ST Chuangxing's construction business in the first half of 2025 was on communication regarding client payments, with over 34 million yuan collected from major clients [5]. - The company has not signed any new contracts or generated new income in the construction sector during the reporting period [5]. - *ST Chuangxing plans to maintain its position in the construction industry while actively seeking to expand its business qualifications and enhance project acquisition capabilities [5].

Core Viewpoint - Chuangxing Resources (*ST Chuangxing, 600193.SH) is facing dual challenges of management turmoil and operational crisis, putting its survival at risk of delisting due to new regulations requiring revenue above 300 million yuan by 2025 [2][6][8] Management Crisis - The chairman Liu Peng has been detained by the police, which has raised concerns about the company's governance and decision-making efficiency [4][5] - Liu Peng's case is reportedly unrelated to the company, but his absence may hinder strategic execution during a critical period for the company [4][5] - Yang Zhe, the general manager, has been appointed to act as chairman during Liu's absence, although he has faced skepticism regarding his qualifications for the role [4][5] Financial Performance and Delisting Risk - As of the first half of 2025, *ST Chuangxing reported revenue of only 374,000 yuan, a 99% decrease year-on-year, and a net loss of 13.71 million yuan [7][8] - The company has not signed new contracts in its construction business since the expiration of previous agreements, leading to a lack of new revenue [7] - Without significant cash flow or revenue improvements, the company risks falling below the 300 million yuan threshold, triggering delisting [8][9] Shareholding Changes - Following legal issues involving the former controlling shareholder, the shares held by Huqiao Industrial were judicially frozen and auctioned, resulting in a new controlling shareholder, Wang Xiangrong, who now holds 15.75% of the company [6][9] - Despite the change in control, the board composition has not significantly changed, and the company claims normal operations continue [6][9]

Group 1 - Honghe Technology plans to increase capital by 300 million yuan to its wholly-owned subsidiary Huangshi Honghe through debt-to-equity conversion, raising its registered capital from 700 million yuan to 1 billion yuan [1] - Huaxia Happiness has completed debt restructuring amounting to approximately 192.67 billion yuan, with a total of 24 billion yuan in overdue debts as of August 31 [1] - Chengyi Pharmaceutical's controlling shareholder plans to reduce its stake by up to 1.18%, amounting to 387,560 shares [1][2] Group 2 - Yuanwang Valley received a warning letter from the Shenzhen Securities Regulatory Bureau for failing to halt trading when its controlling shareholder's stake changed to a multiple of 5% [2] - Gongjin Co. received government subsidies of 8.9 million yuan, accounting for 11.13% of its latest audited net profit [3] - Maiwei Biotech's application for the listing of 9MW0813 injection has been accepted by the National Medical Products Administration [4] Group 3 - Jianfeng Group plans to repurchase shares worth between 20 million and 40 million yuan at a maximum price of 12.42 yuan per share [6] - Ankai Micro plans to invest 20 million yuan to acquire a 4% stake in Shiqi Future [7] - Pinming Technology's stock will continue to be suspended as it is actively pursuing a significant matter that may lead to a change in control [8] Group 4 - China Communications has signed new contracts worth 256.34 billion yuan from January to August, with domestic contracts totaling 206.05 billion yuan [18] - Round Express reported a revenue of 5.39 billion yuan in August, a year-on-year increase of 9.82% [38] - China Pacific Insurance's original insurance premium income reached 217.05 billion yuan from January to August, up 13.2% year-on-year [39] Group 5 - *ST Chuangxing's chairman is under investigation, and the general manager will act as the chairman during this period [40] - Fengshan Group signed a technical development contract with Tsinghua University for a project related to sodium-ion battery electrolytes [40] - Yongxin Optical stated that its optical components related to lithography machines account for less than 1% of its revenue [41] Group 6 - Tianyuan Dike's subsidiary received a government subsidy of 3.77 million yuan, representing 16.27% of its latest audited net profit [42] - Huaxiang Co. plans to issue convertible bonds to raise no more than 1.308 billion yuan for various projects [43] - Wolong Electric Drive reported that its robot-related products accounted for only 2.71% of total revenue in the first half of the year [44]

Core Viewpoint - The sudden detention of the chairman of Shanghai Chuangxing Resource Development Co., Ltd. (*ST Chuangxing) raises concerns about the company's governance and operational stability, especially following a recent change in control and ongoing financial difficulties [1][4][10]. Group 1: Company Governance and Control Changes - On September 18, *ST Chuangxing announced that its chairman, Liu Peng, was taken into custody by the Hangzhou Public Security Bureau, with the company stating that the investigation is unrelated to its operations [1][4]. - Liu Peng, who has a significant background in the "Overseas Chinese" sector, was appointed chairman just two months after the company underwent a change in control, which was executed by Yu Zengyun through Zhejiang Overseas Chinese Industry Co., Ltd. [4][6]. - Following Yu Zengyun's legal troubles, including a fraud investigation, the shares held by his company were judicially frozen, leading to a significant reduction in ownership and a new actual controller, Wang Xiangrong, who now controls 15.75% of the shares [6][7][8]. Group 2: Financial Performance and Risks - The company reported a drastic decline in revenue, with only 374,000 yuan in revenue for the first half of 2025, a 99% year-on-year drop, and a net loss of 13.71 million yuan, which is double the loss from the previous year [10][11]. - The company's main business segments, including construction engineering and mobile information services, have faced severe operational challenges, with no new contracts signed in the construction sector and stagnation in mobile services due to financial pressures [10][11]. - Due to the financial performance, *ST Chuangxing's stock was placed under delisting risk warning, and if losses continue and revenue remains below 300 million yuan in 2025, it may trigger delisting provisions [11][12]. Group 3: Regulatory and Compliance Issues - The company has a troubling history of regulatory penalties, including a warning from the Shanghai Securities Regulatory Bureau in January 2020 for internal control deficiencies and another warning from the Shanghai Stock Exchange in April 2024 for inaccurate information disclosure due to accounting errors [12]. - The ongoing legal issues surrounding former and current executives further complicate the company's governance and operational stability, exacerbating its already fragile situation [13].

Core Viewpoint - The recent announcement from *ST Chuangxing regarding the chairman's detention has significantly impacted the company's reputation and investor confidence, despite claims that the investigation is unrelated to the company [1][3]. Financial Performance - In 2024, *ST Chuangxing reported total revenue of 84.01 million yuan, a year-on-year decline of 35.53%, with a net loss of 193 million yuan, a staggering drop of 814.99% [2]. - For Q1 2025, the company’s revenue plummeted to 24,770 yuan, a 97.83% decrease year-on-year, with a net loss of 5.29 million yuan, down 311.83% [2]. - The half-year performance forecast for 2025 indicates an expected net loss widening to between 12.5 million and 15.5 million yuan, with a non-recurring net loss projected between 13 million and 16 million yuan [2]. Governance and Compliance Issues - The company has a history of regulatory violations, including the investigation of former actual controller Yu Zengyun for suspected fundraising fraud, leading to the judicial freeze of 102 million shares held by the controlling shareholder [2]. - Previous internal control deficiencies resulted in financial reporting errors, prompting warnings from the Shanghai Securities Regulatory Bureau and the Shanghai Stock Exchange [2]. Management Response - Following the chairman's detention, the company appointed Yang Zhe to act as chairman and legal representative, while the management team continues daily operations [1]. - To restore investor confidence, the company must transparently disclose details regarding the chairman's situation, enhance internal governance, and focus on core business operations to improve performance [3].