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].

Core Points - The implementation rules for the cumulative voting system aim to enhance corporate governance and protect the rights of minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights across multiple candidates or concentrate them on a single candidate [1][2] - The rules specify that cumulative voting must be used when electing two or more directors, especially when a single shareholder or their concerted parties hold more than 30% of the shares [1][2] Chapter Summaries Chapter 1: General Provisions - The rules are established to improve corporate governance and ensure fair elections for directors, in accordance with relevant laws and regulations [1] - Cumulative voting grants shareholders voting rights equal to the number of shares they hold multiplied by the number of directors to be elected [1][2] Chapter 2: Nomination of Director Candidates - The company must determine director candidates according to its articles of association, ensuring transparency and fairness in the election process [2] - If the number of candidates exceeds the number of positions, a differential election must be conducted [2] Chapter 3: Voting and Election of Directors - Prior to voting, the chairman must inform shareholders about the cumulative voting method, and appropriate ballots must be provided [3][4] - Voting can be conducted through an online system, and the election of independent and non-independent directors will be separated [3][4][5] - The election process requires that the total votes for each candidate must exceed half of the valid voting rights held by attending shareholders [5][6] Chapter 4: Supplementary Provisions - Any matters not covered by these rules will defer to relevant laws and regulations [7] - The rules will take effect upon approval by the shareholders' meeting and can be modified similarly [7]

Overview - The company, Zhongtian Service Co., Ltd., is planning to acquire 100% equity of Hangzhou Tuoshen Technology Co., Ltd. for a transaction price of RMB 52.0322 million [1][5][8] - The acquisition is part of a strategic move to enhance the company's capabilities in digital power and safety solutions, leveraging core technologies to improve service efficiency and safety [6][9] Transaction Details - The transaction involves the purchase of equity held by Shanghai Tianji, which is an affiliated entity of the company [1][2] - The equity being acquired corresponds to a capital contribution of RMB 3.578558 million, representing a 6.67% stake in Hangzhou Tuoshen [1][8] - The transaction has been approved by the board of directors and requires further approval from the shareholders' meeting, with related parties abstaining from voting [1][10] Financial Assessment - The valuation of Hangzhou Tuoshen's total equity was assessed at RMB 780.0925 million as of December 31, 2024, with the specific equity value for the transaction set at RMB 52.0322 million [5][8] - The financial performance of Hangzhou Tuoshen includes total assets of RMB 55,806.93 million, total liabilities of RMB 20,494.25 million, and a net profit of RMB 3,561.65 million for the year ending December 31, 2024 [4] Strategic Implications - The acquisition is expected to create synergies between the two companies, enhancing market competitiveness and promoting sustainable development [9][11] - The transaction aligns with the company's long-term strategic goals and is deemed beneficial for all shareholders, particularly in the context of expanding digital technology applications in the property sector [9][10]

本资产评估报告依据中国资产评估准则编制 中天服务股份有限公司拟现金收购杭州拓深科技 有限公司 6.67%股权涉及其股权价值评估项目 资 产 评 估 报 告 新联评报字[2025]第 293 号 中联资产评估集团(浙江)有限公司 二〇二五年五月六日 中国资产评估协会 资产评估业务报告备案回执 | 报告编码: | 3333040015202500352 | | --- | --- | | 合同编号: | 评2025210A | | 报告类型: | 法定评估业务资产评估报告 | | 报告文号: | 浙联评报字 2025 第293号 | | 报告名称: | 中天服务股份有限公司拟现金收购杭州拓深科技有限公司6.67%股 权涉及其股权价值评估项目 | | 评估结论: | 52,032,200.00元 | | 评估报告日: | 2025年05月06日 | | 评估机构名称: | 中联资产评估集团(浙江)有限公司 | | 签名人员: | 李林燕 (资产评估师) 正式会员 编号:33210125 | | | 任文梦 (资产评估师) 正式会员 编号:33200047 | | | 李林燕、任文梦已实名认可 | (可扫描二维码查询 ...

国盛证券有限责任公司 一、购买股权暨关联交易概述 1、公司拟以现金方式收购上海天纪投资有限公司（以下简称"上海天纪"） 持有杭州拓深科技有限公司（以下简称"杭州拓深"）357.8558万元出资额对应 的全部股权（以下简称"标的股权"），交易对价为人民币5,203.22万元。2025年7 月9日，公司与上海天纪于浙江省杭州市签署了附生效条件的《股权转让协议》。 2、上海天纪为公司控股股东，本次交易构成关联交易。 3、公司于2025年7月11日召开第六届董事会第十四次会议，审议通过了《关 于购买股权暨关联交易的议案》，关联董事骆鉴湖女士、顾时杰先生、操维江先 生回避表决；本议案提交董事会前经公司2025年第一次独立董事专门会议审议通 过，全体独立董事一致同意本次关联交易。此项交易尚需提交公司股东大会审议， 关联股东上海天纪将回避表决。 4、本次关联交易不构成《上市公司重大资产重组管理办法》规定的重大资 产重组，不构成重组上市。 二、关联方基本情况 1、名称：上海天纪投资有限公司 统一社会信用代码：91310115787215899P 法定代表人：赵斌 关于中天服务股份有限公司 购买股权暨关联交易的核查意见 国盛证 ...

中天服务股份有限公司 股东会议事规则 中天服务股份有限公司 股东会议事规则 第一章 总 则 第一条 为规范中天服务股份有限公司（以下简称 "公司"）行为，保证股东会依法行 使职权，根据《中华人民共和国公司法》（以下简称 "《公司法》"）《中华人民共和国证券法》 （以下简称"《证券法》"）《上市公司股东会规则》以及其他有关法律法规、规范性文件和《中 天服务股份有限公司章程》（以下简称"《公司章程》"）规定，制定本规则。 第二条 上市公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 公司应当严格按照法律、行政法规、本规则及《公司章程》的相关规定召开股 东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当勤勉尽责， 确保股东会正常召开和依法行使职权。 第四条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第五条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次，应当于上一 会计年度结束后的 6 个月内举行。临时股东会不定期召开，出现下列情形之一的，应当在 2 个月内召开临时股东会： （一）董事人数不足《公司法》规定人数或者《公司章程》 ...

中天服务股份有限公司 章 程 二〇二五年七月 | 第一章 总 则 | - | 1 - | | --- | --- | --- | | 第二章 经营宗旨和范围 | - | 2 - | | 第三章 股 份 | - | 2 - | | 第一节 股份发行 | - | 2 - | | 第二节 股份增减和回购 | - | 3 - | | 第三节 股份转让 | - | 4 - | | 第四章 股东和股东会 | - | 5 - | | 第一节 股东的一般规定 | - | 5 - | | 第二节 控股股东和实际控制人 | - | 8 - | | 第三节 股东会的一般规定 | - | 9 - | | 第四节 股东会的召集 - | | 11 - | | 第五节 股东会的提案与通知 - | | 12 - | | 第六节 股东会的召开 - | | 14 - | | 第七节 股东会的表决和决议 - | | 16 - | | 第五章 董事和董事会 - | | 21 - | | 第一节 董事的一般规定 - | | 21 - | | 第二节 董事会 - | | 24 - | | 第三节 独立董事 - | | 28 - | | 第四节 董事会专 ...