Securities Code: 300498
Bond Code: 123107
Securities Abbreviation: Wens Foodstuff
Bond Abbreviation: Wens Convertible
WENS Wens Foodstuff Group Co., Ltd.
Announcement No.: 2026-102
Wens Foodstuff Group Co., Ltd.
Announcement on Transfer of Part of Fund Equity 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 there are no false records, misleading statements, or major omissions.
I. Overview of Related Party Transaction
Wens Foodstuff Group Co., Ltd. ("the Company")'s wholly-owned subsidiary, Guangdong Wens Investment Co., Ltd. ("Wens Investment"), has focused its core business on strategic investment, aiming to build an efficient and synergistic ecosystem, strategically positioning around the Company's main industry and closely related industries, while gradually exiting fund management business. To protect the interests of fund investors, Wens Investment intends to transfer its holdings of 10 private equity fund units totaling 11.9606 million units to the related party, Wens Investment (Zhuhai) Private Equity Fund Management Partnership (Limited Partnership) ("Wens Investment"). The transaction price is determined based on the higher of the book value and the appraised value of the transferred assets. As of December 31, 2025, the transaction price is RMB 11.9371 million, as detailed below:
| No. | Fund Name | Fund Abbreviation | Transferable Units (million units) | Transaction Price (million RMB) |
|---|---|---|---|---|
| 1 | Wens Investment Growth No. 1 (Zhuhai) Equity Investment Fund Partnership (Limited Partnership) | Wens Investment Growth No. 1 | 71.87 | 64.03 |
| 2 | Wens Investment Jia Pin No. 2 (Zhuhai) Equity Investment Fund Partnership (Limited Partnership) | Jia Pin No. 2 | 80.28 | 102.49 |
| 3 | Wens Investment New Material (Zhuhai) Venture Capital Fund Partnership (Limited Partnership) | New Material Fund | 100.00 | 100.23 |
| 4 | Guangdong Wens Investment Zhenxin No. 2 Equity Investment Fund Partnership (Limited Partnership) | Guangdong Zhenxin No. 2 | 360.00 | 350.22 |
| 5 | Wens Investment Zhenxin No. 2 (Zhuhai) Equity Investment Fund Partnership (Limited Partnership) | Zhuhai Zhenxin No. 2 | 100.00 | 97.94 |
| 6 | Wens Investment Zhizao No. 2 (Zhuhai) Equity Investment Fund Partnership (Limited Partnership) | Zhizao No. 2 | 100.00 | 98.27 |
| 7 | Wens Investment Xu Xing No. 1 (Zhuhai) Equity Investment Fund Partnership (Limited Partnership) | Xu Xing No. 1 | 100.00 | 70.26 |
| 8 | Wens Investment Xu Xing No. 3 (Zhuhai) Equity Investment Fund Partnership (Limited Partnership) | Xu Xing No. 3 | 100.00 | 69.91 |
| 9 | Wens Investment Zhenxin No. 1 (Zhuhai) Venture Capital Fund Partnership (Limited Partnership) | Zhenxin No. 1 | 83.91 | 134.81 |
| 10 | Wens Investment You Xuan No. 1 (Zhuhai) Equity Investment Fund Partnership (Limited Partnership) | You Xuan No. 1 | 100.00 | 105.55 |
| Total | 1,196.06 | 1,193.71 |
This related party transaction does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies." According to the "Articles of Association" of the Company, this transaction is subject to approval by the Company's shareholders' meeting, and related parties with conflicts of interest will recuse themselves from voting. This related party transaction has been reviewed and approved by the Ninth Independent Directors' Special Committee of the Fifth Board of Directors and the Eighteenth Meeting of the Fifth Board of Directors. Related directors Wen Zhifen, Li Shaosong, Wen Pengcheng, Liang Zhi Xiong, Yan Guran, Wen Jiaolong, and Zhao Liang recused themselves from voting.
II. Basic Information of Related Parties