Zheng Quan Zhi Xing·2025-08-27 14:16Core Viewpoint - The company plans to establish a joint venture with related parties to invest in the Hunan Province New Energy Materials Research Institute, focusing on the development of new battery materials and technologies [1][6][9]. Summary by Sections 1. Overview of Related Transactions - The company intends to sign a joint venture agreement with three related parties, contributing a total registered capital of RMB 40 million, with each party investing RMB 10 million, representing 25% ownership [1][2]. 2. Basic Information of Transaction Parties - Electric Chemical Investment Group: Established in September 2018, with a registered capital of RMB 2 billion, currently has total assets of RMB 816.65 million and a net asset of -1.83 million as of December 31, 2024 [2][3]. - Hunan Youneng New Energy Battery Materials Co., Ltd.: Established in June 2016, with a registered capital of RMB 757.25 million, total assets of RMB 30.34 billion as of December 31, 2024 [4][5]. - Zhejiang Remote New Energy Commercial Vehicle Group: Established in February 2016, with a registered capital of RMB 500 million [5]. 3. Joint Venture Company Details - The joint venture will focus on new energy materials, aiming to integrate resources and promote industrialization, with a governance structure including a board of directors and a supervisory board [5][6][7]. 4. Pricing Policy and Basis for Related Transactions - The transaction follows fair and reasonable principles, with all parties contributing cash based on their shareholding ratios, ensuring no harm to the company or minority shareholders [5][9]. 5. Main Contents of the Joint Venture Agreement - The agreement stipulates that all parties must complete their capital contributions within 60 days after obtaining the business license for the joint venture [6][8]. 6. Purpose and Impact of Related Transactions - The joint venture aims to respond to provincial government strategies, reduce independent R&D costs and risks, and establish partnerships with local universities for technological support [9][10]. 7. Review Procedures and Opinions - The independent directors unanimously approved the investment, confirming it aligns with the company's business needs and does not compromise its independence or shareholder interests [10][11]. 8. Sponsor's Verification Opinion - The sponsor has no objections to the joint venture, confirming that the decision-making process complies with relevant regulations and does not harm the company or shareholders [11].