Securities Code: 002661
Securities Abbreviation: Kemin Food
Announcement Number: 2026-044
Chen Kemin Food Co., Ltd.
Announcement on Transfer of Equity in Subsidiary and Related Party Transaction
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false records, misleading statements, or material omissions.
I. Overview of Related Party Transaction
- Basic Situation of This Related Party Transaction
Chen Kemin Food Co., Ltd. (hereinafter referred to as the "Company"), in order to further integrate and optimize the Company's resource allocation and asset structure, its wholly-owned subsidiary Xinjiang Kemin Flour Industry Co., Ltd. (hereinafter referred to as "Xinjiang Kemin") will transfer 100% of the equity it holds in Kemin Kazakhstan LLC (hereinafter referred to as "Kazakhstan Kemin") to the Company's controlling shareholder, Hunan Kemin Food Group Co., Ltd. (hereinafter referred to as "Kemin Food Group"). After the completion of this transaction, Kazakhstan Kemin will no longer be included in the Company's consolidated financial statements.
According to the "Valuation Report on the Market Value of All Equity of Kemin Kazakhstan LLC Involved in the Proposed Equity Transfer by Xinjiang Kemin Flour Industry Co., Ltd." issued by Beijing Kunyuan Zhi Cheng Asset Appraisal Co., Ltd., the market value of all equity of Kazakhstan Kemin as of the valuation base date, December 31, 2025, is assessed at RMB 18.03 million. After negotiation between the parties, the transaction price for this equity transfer is determined to be RMB 18.03 million.
- Related Party Relationship
Kemin Food Group is the controlling shareholder of the Company. According to the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules," this transaction constitutes a related party transaction.
- Approval Procedures
On June 22, 2026, the Company held its Fifth Special Meeting of Independent Directors in 2026, which reviewed and approved the "Proposal on the Transfer of Equity in a Subsidiary and Related Party Transaction." All independent directors unanimously agreed with this matter and agreed to submit it to the Board of Directors for review.
On June 26, 2026, the Company held its Tenth Meeting of the Seventh Board of Directors, which reviewed and approved the "Proposal on the Transfer of Equity in a Subsidiary and Related Party Transaction" with 7 votes in favor, 0 votes against, and 0 abstentions. Related directors Mr. Chen Hong, Ms. Chen Hui, Ms. Chen Can, and Ms. Liu Zimeng abstained from voting.
According to the "Shenzhen Stock Exchange Stock Listing Rules" and the "Articles of Association" and other relevant regulations, this transaction falls within the scope of the Board of Directors' review authority and does not require submission to the shareholders' meeting for review.
- This related party transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies," nor does it constitute a restructuring for the purpose of acquiring a listed company.
II. Basic Information of the Related Party
- Basic Information