供销大集集团股份有限公司第十一届董事会第十八次会议决议公告

Group 1 - The company held its 18th meeting of the 11th Board of Directors on December 30, 2025, where a resolution was passed regarding the capital increase of subsidiaries and the waiver of preemptive rights by shareholders [2][3] - The resolution involved the capital increase of two subsidiaries: 公安县供销商贸物流有限公司 and 威海集采集配商贸物流有限责任公司, with the controlling shareholder waiving its preemptive rights [3][8] - The capital increase amounts to 28 million yuan for 公安县供销商贸 and 38 million yuan for 威海商贸公司, funded by the China Supply and Marketing Trade Group [7][19] Group 2 - After the capital increase, the registered capital of 公安县供销商贸 will rise from 30 million yuan to 40.41 million yuan, reducing the ownership of the parent company from 100% to 74.23% [7][41] - Similarly, 威海商贸公司的 registered capital will increase from 30 million yuan to 43.73 million yuan, with the parent company's ownership decreasing from 100% to 68.59% [7][41] - Both subsidiaries will remain under the control of the company despite the reduction in ownership percentage [41] Group 3 - The capital increase is part of the "New Network Project" and complies with relevant financial regulations, ensuring that the funds are used appropriately for the development of regional collection and distribution centers [7][23] - The independent directors of the company have reviewed and approved the capital increase, confirming that it aligns with the company's strategic development and does not harm the interests of the company or its shareholders [43][41] - The company has engaged Beijing Gongxin Appraisal Co., Ltd. to assess the value of the subsidiaries, confirming the fairness of the transaction [17][18]