山东龙大美食股份有限公司第六届董事会第九次会议决议公告

Group 1 - The company held its sixth board meeting on January 9, 2026, with all nine directors present, and the meeting complied with legal and procedural requirements [2][3] - The board approved the proposal to sign a share custody agreement and related party transaction, with a voting result of 7 in favor, 0 against, and 2 abstentions [3][4] Group 2 - The share custody agreement aims to address the issue of same-industry competition between the company and its controlling shareholder's subsidiary, Wucang Agricultural Group [8][9] - The controlling shareholder, Blue Run Development Holding Group, has committed to transferring the shares of Wucang Agricultural to a third party by December 31, 2025, to avoid competition [8][9] - The company will manage the shares of Wucang Agricultural under the custody agreement, while the controlling shareholder retains the profits and losses from the subsidiary [25][26] Group 3 - The custody agreement allows the company to exercise certain shareholder rights, excluding the rights to dispose of shares and receive profits [15][16] - The management fee for the custody service is set at 100,000 RMB per year, payable by the controlling shareholder [18] - The agreement will remain in effect until the controlling shareholder no longer holds shares in Wucang Agricultural [17] Group 4 - The independent directors support the custody agreement as a means to protect the company's and shareholders' interests, ensuring compliance with legal regulations [26] - The company will continue to urge the controlling shareholder to expedite the transfer of Wucang Agricultural's shares to a non-related third party [27]