Core Viewpoint - The company has signed a service agreement with its controlling shareholder for the operation of the SAP (China) Innovation Empowerment Center, involving a payment of 2.998 million RMB for the year 2025 [1][3][4]. Group 1: Transaction Overview - The company’s wholly-owned subsidiary, Shanghai Junengwan Enterprise Service Co., Ltd., will operate the SAP (China) Innovation Empowerment Center under a service agreement with the controlling shareholder, Shanghai Shibei High-tech (Group) Co., Ltd. [3][4] - The total operational cost for the center in 2025 is set at 2.998 million RMB [1][3]. Group 2: Related Party Transactions - The agreement constitutes a related party transaction as the controlling shareholder is involved [4][5]. - The transaction does not qualify as a major asset restructuring under the relevant regulations and was approved by the board of directors without needing shareholder approval [4][5]. Group 3: Financial Details - The company has engaged in related party transactions totaling 30 million RMB over the past 12 months, which does not exceed 5% of the latest audited net assets [5][36]. - The controlling shareholder has provided loans to the company’s subsidiaries, including amounts of 14.198 million RMB and 20.4 million RMB in December 2024 and February 2025, respectively [2][34]. Group 4: Governance and Approval Process - The board of directors held a meeting on November 7, 2025, where the service agreement was unanimously approved by the non-related directors, with related directors abstaining from the vote [4][15]. - The independent directors also reviewed and approved the transaction, confirming compliance with legal and regulatory requirements [14][46]. Group 5: Impact on Company Operations - The agreement is expected to enhance the operational management of the Shibei High-tech Park, aligning with the goal of establishing a global innovation center and digital capital [3][13]. - The pricing of the transaction is based on fair and reasonable principles, ensuring no harm to the interests of the company or its shareholders, particularly minority shareholders [8][45].
上海市北高新股份有限公司 关于全资子公司签订SAP(中国)科创赋能中心委托服务协议暨关联交易的公告