Core Viewpoint - The company has signed equity custody agreements with its controlling shareholder, Guangxi Beibu Gulf Investment Group Co., Ltd., to address potential competition issues among subsidiaries and fulfill commitments made by the controlling shareholder [1][2][10]. Summary by Sections 1. Overview of Related Transactions - The equity custody agreements do not involve any transfer of asset ownership and do not constitute a major asset restructuring as defined by regulations [2][3]. - The agreements include the custody of 100% equity of Guangxi Transportation Design Group Co., Ltd. and Guangxi Beitou Xinchuan Technology Investment Group Co., Ltd. [1][3]. 2. Basic Information of Related Parties - Guangxi Beibu Gulf Investment Group Co., Ltd. is a state-owned enterprise with a registered capital of 1,200 million RMB, established on March 5, 2007 [4]. - Guangxi Road and Bridge Engineering Group Co., Ltd. has a registered capital of 318.15 million RMB and was established on June 14, 1994 [6][7]. - Guangxi Road Construction Engineering Group Co., Ltd. has a registered capital of 101.18 million RMB and was established on June 1, 2004 [5]. 3. Details of the Equity Custody Agreements - The agreements allow the company to manage the daily operations and decision-making of the custodial companies, excluding certain shareholder rights [9][10]. - The custody period is set for 60 months from the effective date of the agreements [8]. - Custody fees will be determined based on market conditions and will include a 5% markup on the calculated costs [9]. 4. Purpose and Impact of the Related Transactions - The purpose of the agreements is to avoid potential competition among the subsidiaries and to fulfill commitments made by the controlling shareholder [10]. - The transactions will not result in any significant impact on the company's production and operations, as they only involve the custody of equity and collection of custody fees [10]. 5. Progress of Major Asset Restructuring - The major asset restructuring agreement is actively being advanced, including preparations for asset registration and transfer documentation [10].

Group 1 - The company plans to sign a "Equity Custody Agreement" with Tianjin Pharmaceutical Asset Management Co., Ltd. to enhance business synergy with pharmacy chains and improve market competitiveness and sustainable development capabilities [1][2] - The agreement involves entrusting the company with the management of 100% equity rights of Tianjin Pharmaceutical Group Tianyi Hall Chain Co., Ltd. for a period of three years, with an annual management fee of 100,000 RMB, totaling 300,000 RMB over the three years, which is 0.004% of the company's latest audited net assets [2][3] - The transaction constitutes a related party transaction as Tianjin Pharmaceutical Asset Management is a wholly-owned subsidiary of the company's controlling shareholder, Tianjin Pharmaceutical Group [2][3] Group 2 - The financial data of Tianjin Pharmaceutical Asset Management shows total assets of 1,183,345.28 million RMB and a net loss of 43,771.07 million RMB as of December 31, 2024 [3] - The target company, Tianjin Pharmaceutical Group Tianyi Hall Chain Co., Ltd., has total assets of 2,518.06 million RMB and a net profit of -1,142.74 million RMB for the last audited year [3][5] - The pricing policy for the transaction was determined based on the resources the company intends to invest and follows principles of voluntariness, fairness, and justice, ensuring no harm to the interests of the company and non-related shareholders [5][6] Group 3 - The main terms of the "Equity Custody Agreement" include the company acting as the custodian of the equity, with the right to manage and exercise shareholder rights on behalf of Tianjin Pharmaceutical Asset Management [6][7] - The agreement stipulates that Tianjin Pharmaceutical Asset Management will bear all investment and operational risks during the custody period, and the company will not be liable for any losses incurred [8][9] - The transaction is expected to enhance resource coordination and operational quality of the target company, without affecting the company's consolidated financial statements or operational independence [11][12] Group 4 - The board of directors approved the related party transaction, with related directors abstaining from voting, and independent directors expressing agreement [11][12] - Historical related party transactions in the past 12 months amounted to 17,327,500 RMB, representing 0.22% of the company's latest audited net assets [12][13]

Overview - The company plans to renew the equity custody agreement with its controlling shareholder to avoid competition in the same industry, which is set to expire on June 30, 2025 [1][3][5] Related Transactions - The company signed the original equity custody agreement with the group company in June 2022, which will be renewed to continue avoiding competition [1][5] - The custody fee will be calculated at 0.2% of the annual revenue confirmed by the annual audit report of the development company [1][5] - The group company is the controlling shareholder, holding 45.51% of the company's shares, thus constituting a related party transaction [2][3] Financial Transactions - In the past 12 months, the company paid 2.24 million yuan to the group company for goods and services, while receiving a total of 8.15 million yuan for venue usage and equity custody [2][3] Related Party Information - The group company, Beijing Construction Group Co., Ltd., was established on November 8, 1993, with a registered capital of 7.5 billion yuan [4] - The group company is involved in various sectors, including construction, real estate development, and property management [4] Equity Custody Agreement Details - The development company, wholly owned by the group company, had total assets of approximately 29 billion yuan and net profit of approximately 79.51 million yuan as of December 31, 2024 [4] - The agreement allows the company to exercise shareholder rights and obligations on behalf of the group company [4][5] Approval Process - The proposal for renewing the equity custody agreement has been approved by non-related directors and will be submitted to the shareholders' meeting for final approval [2][5]