证券代码：600193 证券简称：*ST 创兴 公告编号：2025－060 上海创兴资源开发股份有限公司 二、审议通过《关于召开公司 2025 年第三次临时股东大会的议案》 公司拟定于 2025 年 9 月 23 日召开 2025 年第三次临时股东大会。 表决结果：赞成 4 票，反对 1 票，弃权 0 票，回避 0 票。 董事佟鑫先生的反对理由：公司目前偿付能力较弱，不建议增加对外担保， 主要应关注建筑行业的市场风险。 上海创兴资源开发股份有限公司（以下简称"公司"）于 2025 年 9 月 4 日 以书面及电话通知方式向董事发出公司第九届董事会第 24 次会议通知，会议于 2025 年 9 月 7 日在浙江省杭州市上城区九和路 325 号物产天地中心 2 幢 10 楼公 司会议室以现场结合通讯的形式召开。本次会议由董事长刘鹏召集并主持，会议 应到董事 5 名，实到董事 5 名，公司部分监事及高级管理人员列席本次会议。本 次会议的召集和召开符合有关法律、法规、规章和《公司章程》的规定。全体与 会董事审议并表决情况如下： 一、审议通过《关于关联方为联盈建筑借款事项提供担保及公司与联盈建 筑提供反担保的议案》 表 ...

Core Viewpoint - The company plans to provide guarantees for its affiliated parties, specifically for the debt obligations of its subsidiary, aiming to support business development and ensure operational stability [1][9]. Summary by Sections Guarantee Situation and Related Transactions - The company intends to sign a maximum guarantee contract with Industrial Bank Co., Ltd. for a total principal limit of RMB 100 million for its subsidiary, Wenling Lianying Construction Engineering Co., Ltd. [1][2] - Additionally, the company plans to provide guarantees for Wenling Lianying's obligations to Taizhou Financial Holdings Leasing Co., Ltd. or its subsidiaries, with a maximum limit of RMB 200 million [2][3]. Basic Information of the Guaranteed Party - Wenling Lianying was established on July 1, 2020, with a registered capital of RMB 50 million, and is primarily owned by Shanghai Chuangxing Resource Development Co., Ltd. [3][4]. Basic Information of the Guarantor - Shanghai Chuangxing Resource Development Co., Ltd. was founded on August 25, 1996, with a registered capital of RMB 425.373 million. The company reported total assets of RMB 572.4278 million and a net profit of -RMB 19.33849 million for 2024 [6][9]. Main Content of Guarantee Contracts - The guarantee contracts will cover all debt obligations of Wenling Lianying to the creditors, including principal, interest, penalties, and other related costs, with a guarantee period of three years after the debt maturity [7][8]. Previous Related Transactions - The company has previously approved a related transaction framework agreement with Chuangxing Resource, with an estimated transaction amount not exceeding RMB 20 million [8][9]. Opinions from Independent Directors and Board - Independent directors have stated that the guarantees will not harm the interests of the company or its shareholders, and the board supports the proposal for the upcoming shareholder meeting [9][10]. Total External Guarantees - As of the announcement date, the company has a total guarantee balance of RMB 2.478177 billion, accounting for 19.23% of the latest audited net assets [9][10].

Core Viewpoint - The legal opinion letter confirms the legality and validity of the procedures, qualifications of attendees, and voting results of the Shanghai Chuangxing Resource Development Co., Ltd. 2025 Second Extraordinary General Meeting of Shareholders [1][5]. Group 1: Meeting Procedures - The meeting was proposed and convened by the board of directors, with the notice published on August 12, 2025 [2]. - The meeting utilized a combination of on-site and online voting methods, with specific times for online voting detailed [3]. - The meeting was chaired by the company's chairman, Liu Peng, and adhered to the announced time and location [4]. Group 2: Attendee Qualifications - All shareholders registered with the Shanghai branch of the company were eligible to attend, with provisions for written proxy representation [4]. - A total of 2 attendees were present at the on-site meeting, representing 34,664,247 shares, approximately 8.15% of the total share capital [4]. - Online voting included 375 shareholders, representing 95,703,554 shares, approximately 22.50% of the total share capital [4]. Group 3: Voting Procedures and Results - The voting process followed legal and regulatory requirements, combining on-site and online voting, with results announced immediately [5]. - The voting results showed that the proposals received 124,248,690 votes in favor, 5,952,711 against, and 166,400 abstentions, equating to 95.31% approval [5]. - The proposals were passed as special resolutions, meeting the requirement of two-thirds majority [5].

Meeting Details - The shareholder meeting was held on August 27, 2025, at 325 Jiuhe Road, Hangzhou, Zhejiang Province [1] - The attendance rate of ordinary shareholders and preferred shareholders with restored voting rights was 30.6478% [1] Attendance - Several directors, including Yang Zhe, Tong Xin, and independent director Fang Youping, were absent due to work reasons [2] - The meeting was legally convened and conducted according to regulations [3] Voting Results - The non-cumulative voting proposal was approved with 95.3062% of A-share votes in favor, 4.5660% against, and 0.1278% abstaining [2] - The voting results were confirmed as legal and valid by the attending lawyers [3] Legal Confirmation - The meeting's procedures and voting conformed to legal and regulatory requirements, as confirmed by the lawyers Zhang Chengyi and Shang Siqi [2][3]

Group 1 - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss key proposals, including capital increase for a subsidiary and the transfer of subsidiary equity [4][19] - The meeting will take place on August 27, 2025, at 14:30 in Hangzhou, Zhejiang Province, with the chairman Liu Peng presiding [4][19] - The agenda includes the introduction of guests, voting procedures, and discussions on the proposed resolutions [4][19] Group 2 - The company plans to increase capital for its wholly-owned subsidiary, Wenling Jiu Jin Construction Engineering Co., Ltd., with a total subscription amount of RMB 23.68 million, where two subsidiaries will contribute proportionally [5][6] - The board of directors approved the capital increase on August 10, 2025, and it will be submitted for shareholder approval [5][6] - The capital increase aims to support the operational development of the subsidiary and will not change the control structure of the company [9][10] Group 3 - The company intends to transfer 100% equity of its subsidiary, Shanghai Xiding Construction Engineering Co., Ltd., through a public listing to enhance liquidity and optimize asset management [11][13] - The estimated book value of the subsidiary is RMB 30.8471 million, and the transfer price will not be less than this amount [11][13] - The board approved this proposal with a vote of 4 in favor and 1 against, and the management will be authorized to handle the transfer process [11][13]

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].