Core Viewpoint - The company, Zhengyuan Smart Group Co., Ltd., has proposed additional expected daily related transactions for the year 2025, amounting to a total of up to RMB 63 million, with specific transactions involving Guangyu Group Co., Ltd. totaling RMB 2 million, which have been approved by the board and do not require shareholder meeting approval [1][2][5]. Summary by Sections Daily Related Transactions Basic Situation - The company plans to engage in daily related transactions with affiliated parties, including sales of products, provision of services, procurement of goods, and leasing of office space, with a total expected amount not exceeding RMB 63 million for 2025 [1]. - The company has already approved a transaction amount of RMB 2 million with Guangyu Group for product sales and technical services [1]. New Expected Daily Related Transactions - The company anticipates additional related transactions with Guangyu Group and its subsidiaries, with a total expected amount not exceeding RMB 10 million [2]. - The board meeting on July 7, 2025, approved the new expected transactions, which do not require shareholder approval [2]. Related Party Basic Information - Guangyu Group Co., Ltd. has a registered capital of RMB 774.14 million and operates in various sectors, including real estate development and medical services [3]. - As of December 31, 2024, Guangyu Group reported total assets of RMB 999.61 million and a net profit of -RMB 36.74 million [3]. Relationship with Listed Company - The company’s director, Li Lin, and Chen Yirong are related as mother and daughter, establishing Guangyu Group as an affiliated entity since November 14, 2024 [4]. Performance Capability Analysis - Guangyu Group is a legally established company with good financial and credit status, capable of fulfilling contractual obligations in daily transactions [4]. Main Content of Related Transactions - The daily related transactions between the company and its affiliates are normal business dealings, adhering to principles of openness, fairness, and market pricing [4]. - The newly expected transactions amount to RMB 10 million for sales of products and technical services to Guangyu Group [4]. Purpose and Impact of Related Transactions - The related transactions are deemed necessary for the company’s operational activities and are expected to enhance business development without harming the interests of the company or its shareholders [4]. Independent Directors' Special Meeting Opinions - The independent directors have unanimously agreed that the new expected transactions are necessary for the company’s operations and comply with market rules, ensuring no harm to the interests of shareholders, especially minority shareholders [5]. Sponsor's Verification Opinion - The sponsor, Zheshang Securities, has verified that the new expected transactions align with the company’s development needs and will not harm the interests of the company or its shareholders [6].
正元智慧: 浙商证券股份有限公司关于正元智慧集团股份有限公司新增2025年度日常关联交易预计的核查意见