DRTG(SH:600329) Zheng Quan Zhi Xing·2025-06-20 09:19Group 1 - The company plans to sign a "Equity Custody Agreement" with Tianjin Pharmaceutical Asset Management Co., Ltd. to enhance business synergy with pharmacy chains and improve market competitiveness and sustainable development capabilities [1][2] - The agreement involves entrusting the company with the management of 100% equity rights of Tianjin Pharmaceutical Group Tianyi Hall Chain Co., Ltd. for a period of three years, with an annual management fee of 100,000 RMB, totaling 300,000 RMB over the three years, which is 0.004% of the company's latest audited net assets [2][3] - The transaction constitutes a related party transaction as Tianjin Pharmaceutical Asset Management is a wholly-owned subsidiary of the company's controlling shareholder, Tianjin Pharmaceutical Group [2][3] Group 2 - The financial data of Tianjin Pharmaceutical Asset Management shows total assets of 1,183,345.28 million RMB and a net loss of 43,771.07 million RMB as of December 31, 2024 [3] - The target company, Tianjin Pharmaceutical Group Tianyi Hall Chain Co., Ltd., has total assets of 2,518.06 million RMB and a net profit of -1,142.74 million RMB for the last audited year [3][5] - The pricing policy for the transaction was determined based on the resources the company intends to invest and follows principles of voluntariness, fairness, and justice, ensuring no harm to the interests of the company and non-related shareholders [5][6] Group 3 - The main terms of the "Equity Custody Agreement" include the company acting as the custodian of the equity, with the right to manage and exercise shareholder rights on behalf of Tianjin Pharmaceutical Asset Management [6][7] - The agreement stipulates that Tianjin Pharmaceutical Asset Management will bear all investment and operational risks during the custody period, and the company will not be liable for any losses incurred [8][9] - The transaction is expected to enhance resource coordination and operational quality of the target company, without affecting the company's consolidated financial statements or operational independence [11][12] Group 4 - The board of directors approved the related party transaction, with related directors abstaining from voting, and independent directors expressing agreement [11][12] - Historical related party transactions in the past 12 months amounted to 17,327,500 RMB, representing 0.22% of the company's latest audited net assets [12][13]