石大胜华: 石大胜华关于公司控股子公司签订《投资合作协议》的公告

Core Viewpoint - The company has signed an investment cooperation agreement with Tengzhou Tianshui Biotechnology Co., Ltd. to establish a joint venture named Jining Shengying Chemical Products Trading Co., Ltd. in Jining, with a registered capital of RMB 6 million [1][2]. Investment Overview - The joint venture will have a registered capital of RMB 6 million, with Shandong Shenghua Guohong New Materials Co., Ltd. contributing RMB 3.3 million (55% ownership) and Tengzhou Tianshui contributing RMB 2.7 million (45% ownership) [2][5]. - The board of directors approved the investment agreement with a unanimous vote of 9 in favor, with no opposition or abstentions [2]. Partner Company Information - Tengzhou Tianshui Biotechnology Co., Ltd. was established on September 15, 2011, and is located in Tengzhou, specializing in food additives and chemical products [2][3]. - The company is a limited liability company with a registered capital of RMB 15 million, primarily owned by Yang Jingchun (92%) and Zhang Xiangzhou (8%) [3]. Joint Venture Governance Structure - The joint venture will have one director and one supervisor, with the director nominated by Shenghua Guohong and the supervisor by Tianshui [6]. - The manager of the joint venture will also serve as the legal representative and will be nominated by Shenghua Guohong [6]. Profit Distribution and Loss Sharing - The joint venture will allocate 10% of its after-tax profits to statutory reserves until the reserves reach 50% of the registered capital, after which it may cease to allocate [6]. - In the event of losses, shareholders will bear limited liability up to their respective contributions [6]. Rights and Obligations - Shareholders have the right to correct any actions that infringe on their interests and are obligated to make additional investments if required [7]. - Shareholders have a priority right to purchase shares if any shareholder intends to transfer their shares [8]. Impact on Company Performance - The investment agreement is expected to enhance the competitive strengths of both parties and is viewed positively for the long-term development of the company [12]. - The agreement is not anticipated to have a significant impact on the company's operating performance for the year 2025 [13].