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ST宁科: ST宁科2025年第三次临时股东会材料
Zheng Quan Zhi Xing· 2025-08-27 09:20
Group 1 - The company is undergoing a pre-restructuring process, with a court decision made on May 30, 2024, to initiate pre-restructuring for Ningxia Zhongke Biological Technology Co., Ltd. and its subsidiary Ningxia Zhongke New Materials Co., Ltd. [4] - The company has identified two potential restructuring investors, with Hunan Chuntou Industrial Development Co., Ltd. being the main investor expected to gain actual control after the restructuring is completed [4][7] - The company plans to manage its related transactions more effectively and has estimated that the total amount of daily related transactions for 2025 will not exceed RMB 110 million [5] Group 2 - The expected daily related transactions include "technical consulting services" and "beneficial debt borrowing," with a total estimated amount of RMB 10 million for beneficial debt borrowing and RMB 200,000 for technical consulting services [5][9] - The company will ensure that all related transactions are conducted at fair market prices and will not harm the interests of the company or its minority shareholders [9][10] - The company maintains independence in its operations, ensuring that related transactions do not affect its independence or create dependency on related parties [10]
ST宁科: ST宁科关于新增关联关系及2025年度日常关联交易预计的公告
Zheng Quan Zhi Xing· 2025-08-15 12:16
Core Viewpoint - The announcement details the establishment of new related party relationships and the expected daily related transactions for the year 2025, emphasizing that these transactions will not harm the interests of the company or minority shareholders and will adhere to fair market pricing principles [1][8]. Group 1: Daily Related Transactions Overview - The company is undergoing a pre-restructuring process initiated by the local court, which has appointed a temporary management team to oversee the restructuring efforts [1][2]. - The expected total amount for daily related transactions in 2025 is projected to be no more than RMB 110 million, involving "technical consulting services" and "beneficial debt borrowing" [2][3]. - The board of directors has approved the proposal for these related transactions, with a voting outcome of 6 in favor and no opposition [2][3]. Group 2: Related Parties and Relationships - Hunan Chuantou Industrial Development Co., Ltd. is identified as a new related party, which will gain actual control of the company post-restructuring [2][5]. - Hunan Chuantou has no prior relationships with the company or its management before the signing of the pre-restructuring investment agreement [5][7]. - Hunan New Harmony Biological Medicine Co., Ltd. is also noted as a related party, with similar conditions regarding prior relationships [6][7]. Group 3: Transaction Details and Pricing - The related transactions include borrowing beneficial debt and signing technical consulting service agreements, which are necessary for normal business operations [7][8]. - Pricing for these transactions will be determined based on fair market principles, ensuring that they do not harm the interests of the company or its shareholders [8][9]. Group 4: Impact on Company Operations - The related transactions are deemed essential for the company's daily operations and are expected to positively influence its business activities [8]. - The company maintains independence from related parties in various aspects, ensuring that these transactions do not lead to dependency or control by the related parties [8][9].