祖名股份: 关于与北京市香香唯一食品厂及其一致行动人签署股权转让协议暨解除合同协议书的公告

Core Viewpoint - Company has signed a share transfer agreement and a contract termination agreement with Beijing Xiangxiang Unique Food Factory, resulting in the transfer of 50.83% equity in Beijing Zunming Xiangxiang Soy Products Co., Ltd. to the partner, and the company will no longer hold any equity in Zunming Xiangxiang after the transaction [1][2][7] Group 1: Overview of Cooperation - The registered capital of Zunming Xiangxiang is RMB 120 million, with the company contributing RMB 61 million in cash [1][2] - The cooperation was established based on previous announcements regarding the establishment of a joint venture [1] Group 2: Reasons for Termination - The decision to terminate the cooperation was made based on the company's development strategy and the actual operating conditions of Zunming Xiangxiang, with the agreement signed on June 14, 2025 [2][7] Group 3: Basic Information of the Counterparty - Beijing Xiangxiang Unique Food Factory is a cooperative enterprise established in September 1999, with a registered capital of RMB 9 million [2][6] - The main shareholders include Tao Chunxiang (49%), Chen Xinchang (22.95%), and Chen Jie (20.40%) [2][6] Group 4: Financial Data of the Counterparty - Total assets: RMB 64.69 million, net assets: RMB 10.92 million, operating income: RMB 90.81 million, and net profit: RMB 3.20 million for the last year [4][6] Group 5: Basic Information of the Target Company - Zunming Xiangxiang was established on April 17, 2023, with a registered capital of RMB 120 million [6][7] - The company operates in food sales and technology services, with its registered address in Beijing [6][7] Group 6: Share Transfer Agreement Details - The share transfer price is based on the company's paid-in capital of RMB 61 million, adjusted for accumulated losses [8][9] - The payment for the share transfer will be made in installments, with the first payment of RMB 10 million due within 5 working days after the special audit [8][9] Group 7: Impact on the Company - The termination of cooperation and share transfer will not affect the company's development strategy or financial status, and the company will continue to operate in the Beijing-Tianjin-Hebei market [11]