中兴商业: 关于控股股东延期履行避免同业竞争承诺的公告

Core Viewpoint - The controlling shareholder, Fangda Group, has decided to extend the commitment to avoid competition in the same industry for an additional three years until April 10, 2028, due to the ongoing challenges in resolving potential competition issues with its subsidiary, Yishang Group [1][4]. Group 1: Background and Commitment - Fangda Group signed a contract in November 2019 to acquire 100% of Yishang Group, which has business operations that could compete with Zhongxing Commercial [1][2]. - To address potential competition, Fangda Group committed to integrating Yishang Group's assets and operations and aimed to inject these into Zhongxing Commercial within three years, contingent on meeting specific conditions [2][4]. Group 2: Current Situation and Reasons for Extension - Since the original commitment, Fangda Group has adhered to its obligations but faced challenges due to historical issues preventing the injection of assets into the listed company [3][4]. - The commercial assets of Yishang Group are currently not suitable for injection into Zhongxing Commercial, as they are still operating at a loss and have unresolved ownership issues [3][4]. Group 3: Details of the Extended Commitment - The extension of the commitment includes a plan to ensure that Yishang Group's assets meet the necessary conditions for injection into Zhongxing Commercial, such as clear ownership and compliance with national policies [4][5]. - Fangda Group will utilize various legal methods, including business adjustments and equity transfers, to resolve potential competition issues [4][5]. Group 4: Impact of the Extension on the Company - The extension of the commitment is based on current circumstances and does not involve the cancellation or exemption of the original commitment, ensuring that it does not harm the interests of Zhongxing Commercial or its shareholders, particularly minority shareholders [4][5]. Group 5: Review Procedures - The independent directors unanimously agreed to the proposal for the extension, stating it is reasonable given the current situation [5]. - The board of directors and the supervisory board have also approved the proposal, confirming compliance with relevant regulations and ensuring no harm to shareholders [5].