Zheng Quan Zhi Xing·2025-08-15 16:24Core Viewpoint - The company plans to sign a framework agreement for related transactions with its affiliate, Shanghai Chuangxing Resource Development Co., Ltd., to utilize its construction engineering capabilities for various projects [1][4]. Summary by Sections Related Transaction Overview - The company intends to enter into a framework agreement with Chuangxing Resource, which is controlled by the company's major shareholder, Wang Xiangrong. The agreement includes construction contracting, procurement of engineering materials, and related services [1][3]. Approval Process - The related transaction does not require shareholder approval as it falls within the board's decision-making authority. Related directors Wang Xiangrong and Wang Zhuangli abstained from voting [1][4]. Affiliate Information - Chuangxing Resource is a publicly listed company established on August 25, 1996, with total assets of 572.43 million RMB and a net asset of 103.56 million RMB as of December 31, 2024. The company reported a revenue of 84.01 million RMB and a net loss of 193.38 million RMB for 2024 [2][3]. Main Content of the Framework Agreement - The agreement covers the provision of construction contracting, procurement, and installation services. The agreement is valid for 12 months from the date of approval [3][4]. Estimated Transaction Amount - The total estimated amount for construction contracts under the framework agreement will not exceed a specified amount in RMB [4]. Pricing Policy - The pricing for the related transactions will be based on market fair pricing principles, determined through negotiation between the parties [4]. Purpose and Impact of the Related Transaction - The agreement aims to leverage Chuangxing Resource's expertise in construction engineering, ensuring that the transaction is fair and does not harm the interests of the company or its shareholders. It will not affect the company's financial status or operational results negatively [4][5]. Independent Directors' Review Opinion - The independent directors unanimously approved the framework agreement, stating that it adheres to principles of voluntary, equal, and fair negotiation, and does not harm the interests of the company or minority shareholders [4][5]. Supervisory Board Opinion - The supervisory board confirmed that the transaction follows legal procedures and does not involve any benefit transfer to related parties, ensuring the protection of the company's and shareholders' interests [5].