Audit Opinion on the Acquisition of Intangible Assets and Related Party Transaction by S.P. Pet Food Group Limited
Zhongtai Securities Co., Ltd. ("Zhongtai Securities" or "Sponsor"), as the sponsor for the initial public offering and ongoing supervision of S.P. Pet Food Group Limited ("S.P. Pet Food" or "the Company"), has conducted a prudent review of S.P. Pet Food's acquisition of intangible assets and related party transaction in accordance with the "Administrative Measures for the Business of Securities Issuance and Listing Sponsorship," "Shenzhen Stock Exchange Listed Companies Self-Regulatory Management Guidelines No. 2—Norms for Operation of Companies on the ChiNext Market," and the "Shenzhen Stock Exchange ChiNext Stock Listing Rules," among other relevant regulations. The details are as follows:
Overview of Related Party Transaction
The Company intends to use its own funds to acquire intangible assets related to the operation of the "NPFG Brand" in mainland China from K9 Natural for no more than RMB 225 million. The "NPFG Brand" includes all trademarks, trade names, logos, packaging designs, visual identity systems, domain names, and other brand-related elements owned by K9 Natural (including but not limited to registered or pending trademarks of K9 Natural). The parties also intend to conduct strategic cooperation on the supply chain resources of the "NPFG Brand." The transaction consideration includes an upfront payment, a fixed deferred payment, and a floating deferred payment (if any). The combined amount of the upfront payment and the fixed deferred payment is equivalent to USD 12.5 million. The floating deferred payment (if any) will be determined based on S.P. Pet Food's total sales and operating profit margin for "NPFG Brand" products in mainland China during the twelve months prior to the earlier of the occurrence of a spin-off, merger, dissolution, liquidation, or change of control of the Company under the laws of its place of incorporation, or December 31, 2028 (hereinafter referred to as the "Settlement Period"). If the sales reach the agreed total sales (RMB 300 million or RMB 500 million) and the operating profit margin is positive during the Settlement Period, the Company shall pay an additional consideration equivalent to USD 50 million or USD 100 million.
On June 15, 2026, the independent directors' special committee of the Company unanimously approved the "Proposal on the Company's Acquisition of Intangible Assets and Related Party Transaction" and submitted it to the board of directors for deliberation. The eighteenth meeting of the second board of directors reviewed and approved the "Proposal on the Company's Acquisition of Intangible Assets and Related Party Transaction" on June 17, 2026. Two related directors abstained from voting. This transaction does not require shareholder approval.
Basic Information of the Related Party
Description of the Related Party
| English Name | K9 Natural Food Limited |
|---|---|
| Address | 305 Lincoln Road, Addington, Christchurch, 8024, New Zealand |
| Nature of Business | Limited Company |
| Place of Registration | New Zealand |
| Principal Place of Business | 305 Lincoln Road, Addington, Christchurch, 8024, New Zealand |
| Issued Share Capital | 100 ordinary shares |
| Principal Business | Pet food sales (wholesale) |
| Principal Shareholders | NATURAL PET FOOD GROUP LIMITED holds 100% |
| Current Directors | BUCKLEY, Debra (New Zealand citizen), HENSHAW, Brett Douglas (New Zealand citizen) |
| Date of Establishment | March 27, 2009 |
| Ultimate Controller | KKR & Co. Inc. |
| Relationship with the Company | Director Wang Chen also serves as a director of Natural Pet Food Group Limited, the parent company of K9 Natural. Additionally, Golden Prosperity Investment S.A.R.L., a shareholder holding more than 5% of the Company's shares, is ultimately controlled by KKR & Co. Inc. after equity structure tracing. K9 Natural is also ultimately controlled by KKR & Co. Inc. after equity structure tracing. Based on the common ultimate controller and in accordance with the "Shenzhen Stock Exchange ChiNext Stock Listing Rules" regarding the definition of related parties, and based on the principle of substance over form, the Company identifies K9 Natural as a related party. |
| Is the Related Party a Dishonest Judgment Debtor | No |