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隧道股份: 上海隧道工程股份有限公司关于受托管理控股股东股权资产暨关联交易公告

Overview - The announcement discusses the entrusted management of equity assets by the controlling shareholder, Shanghai Urban Construction (Group) Co., Ltd., and the related party transactions involved [1][2]. Related Party Transactions - The company has signed a new entrusted management agreement for managing the equity assets of 11 companies held by the controlling shareholder [2][3]. - The controlling shareholder holds 1,008,554,888 shares, accounting for 32.08% of the total share capital, making it the largest shareholder [2]. Management Agreement Details - The entrusted management period is set for three years, starting from October 1, 2025, to September 30, 2028 [2][4]. - The management fee consists of a basic management fee and a floating management fee, calculated based on the net assets and profits of the entrusted companies [4][5]. - The basic management fee is calculated as 1% of the net assets attributable to the parent company, while the floating management fee is based on the annual net profit compared to the average net profit of the previous three years [5]. Purpose and Impact of the Transaction - The transaction aims to enhance the efficiency of state-owned asset management and improve overall asset effectiveness, aligning with the Shanghai state-owned enterprise reform initiatives [7]. - By integrating related assets into daily operations, the company can better allocate resources and achieve its medium to long-term development goals [7]. Approval Process - The board of directors has approved the related party transaction, with independent directors confirming its legality and fairness [8].