中国长城科技集团股份有限公司 第八届董事会第十三次会议决议公告

Core Viewpoint - The company plans to engage in daily related transactions with its controlling shareholder, China Electronics Corporation, and its subsidiaries, with an estimated total amount not exceeding 1.63 billion yuan for the year 2025 [2][6][7]. Group 1: Daily Related Transactions Overview - The company expects to conduct daily related transactions involving procurement and sales of raw materials and finished products, provision and acceptance of services, and leasing activities, with a total estimated amount of up to 163 million yuan [2][6][7]. - The estimated amounts for specific transaction categories in 2025 are as follows: procurement not exceeding 55 million yuan, sales not exceeding 51 million yuan, and services not exceeding 9.5 million yuan [2][13]. - The company will also engage in leasing transactions, with an estimated contract amount of approximately 500,000 yuan for 2025 and 47 million yuan for 2024 [2][13]. Group 2: Approval and Governance - The proposal for the 2025 daily related transactions was reviewed and unanimously approved by the independent directors in a special meeting [3][15]. - The resolution requires submission to the company's most recent shareholders' meeting for approval, with related directors abstaining from voting [4][15]. - The board meeting held on April 14, 2025, confirmed the approval of the related transactions, with all eight participating directors voting in favor [4][7]. Group 3: Transaction Necessity and Impact - The related transactions are deemed necessary for the company's normal business operations and are expected to support the stability and continuity of its business activities [14]. - The transactions are characterized as fair and reasonable, with no adverse effects on the company's financial status or operational results [14][15]. - The company maintains that these transactions do not compromise its independence and that there is no dependency on the controlling shareholder [14].