Core Points - Shanxi Tongbao Energy Co., Ltd. plans to sign a Financial Service Agreement with its affiliate, Jinneng Holding Group Finance Co., Ltd., to optimize financial management and reduce financing costs and risks [2][22] - The agreement will provide various financial services including deposit services, settlement services, and comprehensive credit services, with a validity period of three years [3][22] - The maximum daily deposit balance and comprehensive credit limit under the agreement are both capped at RMB 2.1 billion [3][22] Transaction Overview - The Financial Service Agreement will allow the finance company to provide services within the scope approved by the National Financial Regulatory Administration [3][4] - The finance company is a non-bank financial institution with a registered capital of RMB 204.082 million, primarily funded by Jinneng Holding Group [3][5] - This transaction is classified as a related party transaction and requires approval from the shareholders' meeting [4][22] Financial Services Details - The financial services include: - **Deposit Services**: The company can maintain a maximum daily deposit balance of RMB 2.1 billion, with interest rates not lower than those offered by major domestic banks [8][11] - **Settlement Services**: The finance company will provide free settlement services for the company [10][11] - **Comprehensive Credit Services**: The maximum daily credit limit is also set at RMB 2.1 billion, with interest rates competitive with other financial institutions [11][12] Compliance and Approval Process - The agreement has been reviewed and approved by the independent directors and the audit committee, confirming that the risks associated with the financial services are manageable [23][24] - The board of directors has also approved the agreement, with related directors abstaining from voting [25][26] Impact on the Company - This related party transaction is expected to enhance the company's financial management, broaden financing channels, and lower financing costs and risks, benefiting all shareholders [22][23]

Group 1 - The company has signed a Financial Services Framework Agreement with Chongqing Mechanical and Electrical Holdings Group Financial Company to enhance its overall fund management and efficiency [7][26][58] - The agreement is valid for two years and includes services such as deposits, credit, and other financial services [7][14][15] - The agreement requires approval from the shareholders' meeting, with related shareholders abstaining from voting [8][39] Group 2 - The financial company is a non-bank financial institution established in 2013, with a registered capital of 1 billion yuan [9][11] - The financial company has a good development status over the past three years and is capable of fulfilling its contractual obligations [12][26] - The agreement stipulates that the daily maximum deposit balance at the financial company shall not exceed 400 million yuan [19][20] Group 3 - The company’s board of directors has approved the agreement, emphasizing that it complies with relevant laws and regulations and does not harm the interests of the company or its shareholders [27][28][60] - The independent directors have also reviewed and agreed that the agreement is fair and does not negatively impact the company's independence [28][29] - The company will hold its second extraordinary shareholders' meeting on November 12, 2025, to discuss the agreement [33][34][69]

Core Viewpoint - The company has signed a financial services agreement with China Energy Conservation (Hong Kong) Financial Management Co., Ltd., which constitutes a related party transaction, and this agreement is subject to approval at the upcoming shareholders' meeting [1][2][7]. Summary by Sections Related Party Transaction Overview - The board of directors approved the financial services agreement with the financial management company during a meeting held on May 30, 2025 [1]. - The independent directors also reviewed and approved the transaction [1]. Basic Information of Related Party - The financial management company is a third-level subsidiary of the company's controlling shareholder, China Energy Conservation [2]. - The company was established in May 2018 in Hong Kong, with a registered capital of 800 million HKD [2]. - As of December 31, 2024, the financial management company reported total assets of 439.49 million HKD and a net profit of 6.07 million HKD [2]. Basic Information of Transaction - The transaction involves the provision of deposit, settlement, credit, and other financial services by the financial management company to the company [3]. Pricing Policy and Basis - The pricing for the services will be based on the average interest rates of similar deposits offered by commercial banks in Hong Kong and the company's registered location [4]. Main Content of the Agreement - The agreement outlines the services to be provided, including deposit, settlement, credit, and other financial services [4]. - The financial management company commits to offering competitive rates compared to other financial institutions [4]. Purpose and Impact of the Transaction - The agreement aims to leverage the financial management company's platform for overseas financial services, enhancing the company's financing channels and risk management [6]. - The transaction is considered a normal business operation that benefits the company's operational efficiency [6]. Previous Related Transactions - The company has not engaged in any previous related party transactions with the financial management company, and the total amount of related transactions with other related parties is 2.487 billion CNY [6]. Independent Directors' Review - The independent directors concluded that the transaction is a normal business activity that enhances operational efficiency and complies with relevant regulations [6][7]. Sponsor's Review Opinion - The sponsor, CITIC Construction Investment Securities, has no objections to the related party transaction, confirming that it adheres to legal and regulatory requirements [7].

Core Viewpoint - The independent financial advisor, Huatai United Securities, conducted a special review of the financial service agreement between China National Materials International Engineering Co., Ltd. and China National Building Material Group Financial Co., Ltd., confirming the completeness of the agreement and the effective execution of risk control measures [1][6]. Summary by Sections Financial Service Agreement Main Content and Terms - The agreement includes deposit services, settlement services, comprehensive credit services, and other financial services provided by the financial company to the company [2]. - The maximum daily deposit balance for the years 2023, 2024, and 2025 is set at RMB 4.5 billion, RMB 5.5 billion, and RMB 6.5 billion respectively [2]. - The comprehensive credit balance for the same years is capped at RMB 6.1 billion, RMB 6.8 billion, and RMB 7.5 billion respectively [2]. - Fees for other financial services are limited to RMB 300 million for each of the three years [2]. Execution Status of the Agreement - As of December 31, 2024, the company's deposit balance with the financial company was RMB 3.599 billion, and the comprehensive credit limit was RMB 6.445 billion [4]. - The short-term and long-term borrowings utilized were RMB 423 million and RMB 765 million respectively, with unused credit limits amounting to RMB 4.478 billion [4]. - The company's deposit and loan activities were conducted in accordance with the financial service agreement, supporting the company's operational needs without affecting normal production [4]. Risk Control Measures and Execution Status - The company established a risk disposal leadership group and a risk reporting system to manage financial risks associated with deposits and loans [5]. - A risk assessment report was prepared based on the financial company's audited financial statements, and a risk disposal plan was developed in case of significant risks [5]. - The company conducted evaluations of the financial company's qualifications and risk status, issuing a risk assessment report for the financial company for 2024 [6]. Independent Financial Advisor's Review Opinion - The independent financial advisor confirmed that the financial service agreement's terms are complete, the execution of the agreement is satisfactory, and the risk control measures are effectively implemented [6].