祖名股份: 关于转让控股子公司股权暨被动形成财务资助的公告

Core Viewpoint - The company has signed an agreement to transfer 50.83% of its equity in Beijing Zunming Xiangxiang Soy Products Co., Ltd. (referred to as "Zunming Xiangxiang") and will no longer hold any equity in the subsidiary after the transaction is completed, leading to passive financial assistance due to outstanding loans of 40 million RMB [1][2]. Financial Assistance Overview - The company provided a loan of 40 million RMB to Zunming Xiangxiang, which remains unpaid prior to the equity transfer. The loan will accrue interest at an annual rate of 3.8%, with a repayment plan established to clear the debt by April 20, 2026 [1][2][5]. Basic Information of the Assisted Entity - Zunming Xiangxiang was established on April 17, 2023, with a registered capital of 120 million RMB. The company operates in food sales and related technical services [3][4]. Shareholding Structure Before Termination of Cooperation - The shareholding structure of Zunming Xiangxiang before the termination of cooperation included: - Zunming Soy Products Co., Ltd.: 61 million RMB (50.83%) - Beijing Xiangxiang Unique Food Factory: 30 million RMB (25.00%) - Other individual shareholders contributed the remaining capital [4]. Financial Indicators - As of the termination of cooperation, Zunming Xiangxiang's audited financial indicators included: - Total assets: 107.06 million RMB - Total liabilities: 66.56 million RMB - Net assets: 40.50 million RMB - Revenue: 72.03 million RMB - Net profit: -23.52 million RMB [4]. Risk Analysis and Control Measures - The financial assistance provided is a continuation of operational loans to the former subsidiary, with the counterparty, Beijing Xiangxiang Unique Food Factory, having a good credit standing. The risk associated with this financial assistance is considered manageable and will not significantly impact the company's financial status or results [5][6]. Board of Directors' Opinion - The board believes that the equity transfer and subsequent financial assistance will not harm the interests of the company or its shareholders, particularly minority shareholders, as the financial assistance is deemed to be under control [5][6].