Market Overview - On August 4, the real estate service sector declined by 0.22% compared to the previous trading day, with Zhujiang Co. leading the decline [1] - The Shanghai Composite Index closed at 3583.31, up 0.66%, while the Shenzhen Component Index closed at 11041.56, up 0.46% [1] Individual Stock Performance - Zhongtian Service (002188) closed at 5.90, up 2.61% with a trading volume of 123,000 shares and a transaction value of 71.99 million yuan [1] - Nandu Property (603506) closed at 13.29, up 1.06% with a trading volume of 52,800 shares and a transaction value of 70.12 million yuan [1] - Zhujiang Co. (600684) closed at 4.53, down 7.17% with a trading volume of 957,700 shares and a transaction value of 4.40 billion yuan [1] Capital Flow Analysis - The real estate service sector experienced a net outflow of 58.44 million yuan from institutional investors, while retail investors saw a net inflow of 49.63 million yuan [1] - Notable capital flows include: - Zhujiang Co. had a net outflow of 1.94 million yuan from institutional investors and a net inflow of 13.12 million yuan from retail investors [2] - Nandu Property experienced a significant net outflow of 15.82 million yuan from institutional investors [2] - Zhongtian Service saw a net outflow of 2.99 million yuan from institutional investors but a net inflow of 9.67 million yuan from retail investors [2]

Market Overview - On July 30, the real estate service sector declined by 0.56% compared to the previous trading day, with TeFa Service leading the decline [1] - The Shanghai Composite Index closed at 3615.72, up 0.17%, while the Shenzhen Component Index closed at 11203.03, down 0.77% [1] Individual Stock Performance - Zhujiang Co. (600684) saw a significant increase in its closing price, rising by 10.04% to 4.93, with a trading volume of 809,300 shares and a transaction value of 382 million [1] - New Dazheng (002968) and Nandu Property (603506) also experienced gains of 2.92% and 2.16%, respectively [1] - In contrast, TeFa Service (300917) experienced the largest decline, falling by 7.09% to 45.63, with a trading volume of 168,800 shares [1] Capital Flow Analysis - The real estate service sector experienced a net outflow of 266 million from institutional investors, while retail investors saw a net inflow of 195 million [1] - Zhujiang Co. had a net inflow of 65.07 million from institutional investors, but retail investors had a net outflow of 37.82 million [2] - TeFa Service had a net outflow of 1.52 billion from institutional investors, with retail investors contributing a net inflow of 967.12 million [2]

Market Performance - The real estate service sector increased by 2.09% on July 29, with Zhujiang Co. leading the gains [1] - The Shanghai Composite Index closed at 3609.71, up 0.33%, while the Shenzhen Component Index closed at 11289.41, up 0.64% [1] Individual Stock Performance - Zhujiang Co. (600684) closed at 4.48, up 4.19% with a trading volume of 524,800 shares and a turnover of 232 million yuan [1] - TeFa Service (300917) closed at 49.11, up 3.83% with a trading volume of 167,600 shares and a turnover of 817 million yuan [1] - World Union (002285) closed at 2.56, up 2.81% with a trading volume of 570,400 shares and a turnover of 144 million yuan [1] - Other notable stocks include: - China Merchants Jiyu (001914) at 12.79, up 2.73% [1] - Wo Ai Wo Jia (000560) at 3.21, up 2.56% [1] Capital Flow Analysis - The real estate service sector saw a net inflow of 156 million yuan from institutional investors, while retail investors experienced a net outflow of 122 million yuan [1] - The table shows the capital flow for individual stocks, with TeFa Service receiving a net inflow of 65.02 million yuan from institutional investors [2] - Zhujiang Co. had a net inflow of 20.26 million yuan from institutional investors, but a net outflow of 31.99 million yuan from retail investors [2]

Core Viewpoint - Zhongtian Service Co., Ltd. has signed a strategic cooperation agreement with Hangzhou Tuoshen Technology Co., Ltd. to enhance resource sharing and mutual development in the application of digital and intelligent technologies in the property management industry [2] Group 1: Strategic Cooperation and Acquisition - Zhongtian Service plans to acquire all shares held by Shanghai Tianji Investment Co., Ltd. in Hangzhou Tuoshen, with a transaction price of 52.03 million yuan for a stake corresponding to 3.5786 million yuan [2] - The cooperation aims to leverage Hangzhou Tuoshen's technological advantages to improve energy management efficiency, intelligence, and safety in property management projects [2] Group 2: Industry Trends and Technological Integration - The property management industry is shifting focus from quantity to quality, emphasizing smart and digital transformation as residential properties enter a stock development phase [3] - The integration of digital power management in residential communities can enhance service efficiency through smart distribution management, energy consumption monitoring, and safety diagnostics [3][4] - Zhongtian Service's proactive embrace of technology marks a critical step in its transformation from a property manager to a service operator, creating a sustainable "digital moat" [4] Group 3: Recommendations for the Industry - Other companies in the property management sector should define their technology strategies and focus on addressing specific pain points in vertical scenarios, rather than pursuing blind self-research [4][5] - The industry should adopt an open cooperation approach to integrate ecological resources and innovate under a light asset model for high-quality development [5]

Core Viewpoint - The company, Zhongtian Service Co., Ltd., has proposed amendments to its articles of association, including the cancellation of the supervisory board and the transfer of its responsibilities to the audit committee of the board of directors [1][2]. Summary by Sections Amendments to Articles of Association - The company aims to revise its articles of association to enhance operational standards and align with regulatory requirements [1]. - The supervisory board will be abolished, and its powers will be transferred to the audit committee of the board of directors [1][2]. Key Changes in Articles - The first article emphasizes the protection of the rights of the company, shareholders, employees, and creditors [1]. - The legal representative of the company will be elected from among the directors, and the resignation of the legal representative will be treated as a resignation from the board [2]. - New provisions state that the company will bear the legal consequences of civil activities conducted by the legal representative [3]. Shareholder Responsibilities and Rights - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [4]. - The articles will provide a legal framework for the rights and obligations between the company, shareholders, and management [4][5]. Capital and Share Issuance - The company will issue shares based on principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [5][6]. - The company’s total issued shares amount to 327.103864 million, all of which are ordinary shares [6]. Shareholder Meetings and Decision-Making - The company will hold annual shareholder meetings within six months after the end of the fiscal year [22]. - Specific thresholds for shareholder meetings and decision-making processes are established, including the requirement for a majority of directors to approve significant transactions [22][27]. Legal Compliance and Governance - The company will ensure compliance with laws and regulations, including the Securities Law and Company Law, in its operations and governance [19][20]. - The controlling shareholders and actual controllers are obligated to act in the best interests of the company and its public shareholders [19][20].

Strategic Cooperation Agreement Overview - The company has signed a strategic cooperation agreement with Hangzhou Tuoshen Technology Co., Ltd. to leverage each other's strengths and resources for the application of digital and intelligent technologies in the property management industry [1][2] - The agreement serves as a framework document, and specific cooperation details will be negotiated separately [1] Partner Introduction - Hangzhou Tuoshen Technology Co., Ltd. was established on June 8, 2015, with a registered capital of 57.302576 million RMB [2] - The company specializes in various technical services, including technology development, consulting, and sales of electrical and electronic products [2] Main Content of the Agreement - The cooperation period can be adjusted, and both parties may renew the agreement based on the evaluation of cooperation outcomes [3] - The cooperation includes energy management upgrades, digital management of electrical equipment, and enhancing safety in electricity usage for property management projects [4] - Both parties plan to establish a cooperation team to customize solutions for intelligent property management and jointly develop energy management solutions for the property industry [4] Rights and Obligations - Both parties are required to maintain confidentiality regarding the agreement [4] - In case of breach, the responsible party will be liable for direct and indirect losses incurred [4] Impact on the Company - The signing of the agreement aligns with the company's strategic development and is expected to enhance market expansion capabilities and improve electricity safety and efficiency in managed projects [4] - The agreement is not expected to affect the company's independence, and the impact on future operating performance will depend on the implementation of the agreement [5]

Group 1 - The company, Zhongtian Service Co., Ltd., is engaged in a related party transaction involving the acquisition of 6.67% equity in Hangzhou Tuoshen Technology Co., Ltd. for a price of RMB 52.0322 million [1][5][6] - The transaction was approved by the board of directors and independent directors, with related party shareholders abstaining from voting [1][7][8] - Hangzhou Tuoshen Technology Co., Ltd. focuses on digital power and safety solutions, showcasing a promising development outlook [6][7] Group 2 - The total assets of Hangzhou Tuoshen as of December 31, 2024, are RMB 55,806.93 million, with total liabilities of RMB 20,494.25 million and net assets of RMB 35,312.67 million [3][4] - The company reported an operating income of RMB 35,752.95 million and a net profit of RMB 3,561.65 million for the same period [3][4] - The acquisition aims to enhance the company's market expansion capabilities and improve its overall competitiveness in the property industry [6][7][8]

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and Securities Law of the People's Republic of China [4][5] - The company was registered on July 29, 2006, and listed on the Shenzhen Stock Exchange on November 22, 2007, with an initial public offering of 20 million shares [4][5] - The registered capital of the company is RMB 327,103,864 [4][5] Chapter 1: General Provisions - The purpose of the company's articles is to protect the legal rights of the company, shareholders, employees, and creditors [4] - The company is a permanent joint-stock limited company [5] - The legal representative of the company is elected by the board of directors [5] Chapter 2: Business Objectives and Scope - The company's business objectives include integrity in operations, prioritizing quality, practical innovation, and promoting technology [6] - The business scope includes enterprise headquarters management, IT consulting services, software development, advertising design and agency, property management, and artificial intelligence hardware sales [6] Chapter 3: Shares Section 1: Share Issuance - The company issues shares in the form of stocks, with each share having a face value of RMB 1 [9][10] - The company initially issued 60 million shares to its founders, with a total of 32,710.3864 million shares currently issued [10][11] Section 2: Share Increase, Decrease, and Repurchase - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [12][13] - The company is prohibited from repurchasing its own shares except under specific circumstances [14] Section 3: Share Transfer - Shares must be transferred in accordance with the law, and the company does not accept its shares as collateral [28][29] Chapter 4: Shareholders and Shareholders' Meeting Section 1: General Provisions for Shareholders - Shareholders have rights proportional to their shareholdings, including profit distribution and the right to attend and vote at shareholders' meetings [34] - Shareholders can request the court to invalidate resolutions that violate laws or regulations [36] Section 2: Controlling Shareholders and Actual Controllers - Controlling shareholders must exercise their rights in accordance with laws and regulations, ensuring the interests of the company and other shareholders are protected [42][43] Section 3: General Provisions for Shareholders' Meetings - The shareholders' meeting is the company's authority, responsible for electing directors, approving financial reports, and making decisions on capital changes [46] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [48] Chapter 5: Proposals and Notifications for Shareholders' Meetings - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [58] - Shareholders holding more than 1% of shares can propose items for discussion at the shareholders' meeting [59] Chapter 6: Conducting Shareholders' Meetings - The company must ensure the orderly conduct of shareholders' meetings and verify the legitimacy of shareholders' qualifications [66][70] - The meeting must be recorded, documenting all proceedings and decisions made [77] Chapter 7: Voting and Resolutions of Shareholders' Meetings - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81] - Specific matters, such as amendments to the articles of association or capital changes, require special resolutions [82]

General Principles - The rules are established to regulate the behavior of Zhongtian Service Co., Ltd. and ensure that the shareholders' meeting exercises its powers in accordance with the law [1][2] - The rules apply to the convening, proposing, notifying, and holding of shareholders' meetings [3] Shareholders' Meeting Convening - The company must strictly follow legal and regulatory requirements to convene shareholders' meetings, ensuring shareholders can exercise their rights [3][4] - The shareholders' meeting is categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [3][4] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [3][4] Legal Opinions and Procedures - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [4] - Independent directors can propose temporary meetings, and the board must respond within ten days [5][6] Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and comply with legal and regulatory requirements [8][9] - Shareholders holding at least 1% of shares can propose items for discussion, with notifications required 20 days before annual meetings and 15 days before temporary meetings [8][9] Meeting Conduct - The meeting must be held at the company's registered location or another specified place, allowing for both in-person and remote participation [11][12] - The meeting must maintain order, and any disruptions should be reported to relevant authorities [12][13] Voting and Resolutions - Shareholders must abstain from voting on matters where they have a conflict of interest, and the voting results must be disclosed promptly [15][18] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval from attending shareholders [18][19] Record Keeping and Compliance - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [21][22] - Any resolutions that violate laws or regulations are deemed invalid, and shareholders can request court annulment within 60 days [22][24]

Core Viewpoint - The document outlines the management system for related party transactions of Zhongtian Service Co., Ltd, emphasizing the need for fair pricing, compliance with decision-making procedures, and protection of the interests of the company and its shareholders [1][2]. Group 1: General Principles - The company and its subsidiaries must ensure that related party transactions do not harm the interests of the company and its non-related shareholders [1][2]. - Related party transactions should be conducted based on written agreements that are clear and specific, adhering to principles of equality and voluntary participation [1][3]. - Company shareholders, directors, and senior management must not exploit their relationships to harm the company's interests, and violations may lead to compensation responsibilities [1][3] Group 2: Definition of Related Parties - Related parties include both related legal entities and individuals, with specific criteria outlined for identifying these parties [2]. - Directors, senior management, and shareholders holding more than 5% of shares must report related party lists and relationships to the board of directors [2][3]. Group 3: Related Party Transactions - Related party transactions encompass various activities such as asset purchases, sales, financial assistance, guarantees, and management of assets [7][8]. - Transactions must adhere to principles of honesty and credit, and efforts should be made to minimize and regulate such transactions [3][4]. Group 4: Decision-Making Procedures - Related party transactions require necessary avoidance measures during agreement signing, ensuring that related parties do not interfere with company decisions [13][14]. - The chairman has the authority to decide on transactions that do not require board or shareholder approval [5][6]. Group 5: Disclosure and Approval - Transactions exceeding certain thresholds must be disclosed and submitted for shareholder approval, with specific amounts set for different types of transactions [8][9]. - Related shareholders must abstain from voting on matters where they have a conflict of interest [9][10]. Group 6: Financial Assistance Restrictions - The company is prohibited from providing financial assistance to related parties, with exceptions for certain conditions involving minority shareholders [11][12]. - Guarantees provided to related parties must be approved by a majority of non-related directors and disclosed to shareholders [11][12]. Group 7: Reporting and Compliance - The company must disclose related party transactions in annual and semi-annual reports, categorizing and summarizing the actual performance of these transactions [15][16]. - The company is required to ensure that related party transactions do not lead to the occupation of company funds or resources [17][18].