香飘飘食品股份有限公司 关于公司大股东协议转让股份的公告

Core Viewpoint - The transfer of 21,107,497 shares (5.11% of total shares) from major shareholder Yang Dongyun to controlling shareholder Jiang Jianqi is aimed at stabilizing the secondary market and incentivizing core management personnel [1][5][23]. Summary by Sections Agreement Overview - The share transfer agreement was signed on December 27, 2025, between Yang Dongyun (transferor) and Jiang Jianqi (transferee) [1]. - The shares being transferred include 18,135,753 shares previously pledged to Jiang Jianqi [1]. - After the transfer, Jiang Jianqi and his concerted actors will hold 336,067,847 shares, representing 81.40% of the total shares [2][6]. Shareholding and Voting Rights - Prior to the transfer, Jiang Jianqi and his concerted parties held 314,960,350 shares (76.28% of total shares) and voting rights for 336,067,847 shares (81.40% of total shares) [2][6]. - The voting rights associated with the transferred shares will be exercised by Jiang Jianqi after the transfer is completed [3][11]. Transfer Details - The transfer price is set at RMB 13.35 per share, totaling approximately RMB 281.79 million for the 21,107,497 shares [9][10]. - A prepayment of RMB 30.95 million will be made by Jiang Jianqi, with the remaining balance to be settled through offsetting with previous agreements [10]. Regulatory Compliance - The transfer requires compliance confirmation from the Shanghai Stock Exchange and registration with the China Securities Depository and Clearing Corporation [2][23]. - The agreement does not trigger a mandatory tender offer and will not change the company's controlling shareholder or governance structure [3][23]. Future Plans - Yang Dongyun plans to reduce his shareholding by up to 419,864 shares (0.10% of total shares) within three months after a specified date [4]. - The company will monitor the progress of the share transfer and fulfill its disclosure obligations as required by law [23].