Core Viewpoint - Shenzhen Annai (002875.SZ) is undergoing a significant change in control, with a new investor, Shenzhen Xinchuangyuan Investment Partnership, set to become the controlling shareholder, while the founders will exit the company [1][10]. Group 1: Share Transfer Details - The share transfer agreement was signed on June 9, 2025, with the founders transferring 28 million shares (13.03% of total shares) to Xinchuangyuan for a total consideration of approximately 422 million yuan, at a price of 15.21 yuan per share [10]. - Following the transfer, the founders will have cashed out over 1 billion yuan, with the new controlling shareholder, Huang Tao, taking over as the actual controller of Annai [10][12]. Group 2: Company Background and Performance - Annai, known as the "first stock in children's clothing," has faced declining performance since 2020, with net profits of -47 million yuan in 2020, -3 million yuan in 2021, -237 million yuan in 2022, -100 million yuan in 2023, and -115 million yuan in 2024 [9]. - The company attempted to pivot towards technology by planning to acquire a stake in Shenzhen Innovation Technology Co., Ltd. in late 2023, but this acquisition ultimately failed [9]. Group 3: New Controlling Shareholder - Xinchuangyuan was established on May 27, 2025, with a registered capital of 395 million yuan, and it paid 80 million yuan as an initial deposit for the share transfer just three days after its formation [3][5]. - Huang Tao, the actual controller of Xinchuangyuan, has a notable history in the stock market, having previously gained control of Wantu Technology (002331.SZ) and currently holding stakes in several other companies [5][6]. Group 4: Market Reaction - Annai's stock price has been volatile, with a notable increase of over 20% from May 27 to May 30, coinciding with the establishment of Xinchuangyuan and the payment of the initial deposit [7]. - On the day of the announcement of the share transfer, Annai's stock price experienced a significant drop, reflecting market concerns about the lack of asset injection plans from the new controlling shareholder [12].

Core Viewpoint - Anner (002875) is undergoing a significant change in control, with Shenzhen Xinchuangyuan Investment Partnership set to become the new controlling shareholder, reflecting a strategic shift aimed at revitalizing the company amidst industry challenges [1][2]. Company Summary - Anner, known as the "first stock of children's clothing" in A-shares, has faced losses due to intensified competition, changing consumer demands, and operational inefficiencies, despite its strong brand value and market presence [1][2]. - The company has a long-standing reputation in the children's clothing sector, having been established for 29 years, and is recognized for its safety and comfort in products, maintaining a competitive edge in brand influence and channel advantages [3]. Industry Context - The trend of control changes in A-shares has been prevalent, with over 120 cases reported in 2023, often leading to strategic adjustments and improved profitability for companies involved [2]. - The shift in control at Anner is indicative of a broader transformation within the traditional clothing sector, as companies seek to leverage new shareholder resources to overcome growth limitations [2][3]. - Anner's control change is seen as a potential turning point, combining its established brand strengths with new strategic insights from the incoming shareholders, which may serve as a model for other traditional brands undergoing transformation [2][3].

Core Viewpoint - An announcement was made regarding the change of control at Annier, with Huang Tao from Century Jinyuan set to become the new actual controller of the company following a share transfer agreement [1][3]. Group 1: Share Transfer Details - On June 9, the controlling shareholders Cao Zhang and Wang Jianqing signed a share transfer agreement with Shenzhen Xinchuyuan Investment Partnership, transferring a total of 27,764,400 shares, which accounts for 13.03% of the total share capital of Annier [3]. - The share transfer price was set at 15.21 RMB per share, totaling approximately 422 million RMB [3]. - Following the transfer, Cao Zhang will relinquish voting rights for 30,562,400 shares, representing 14.35% of the total share capital, making Xinchuyuan the controlling shareholder [3]. Group 2: Company Background and Performance - Annier, one of the earliest children's clothing brands in China, was founded in 1996 and went public in 2017, becoming the first children's clothing stock in A-shares [4]. - The company has faced significant challenges since 2020, with revenue declining for five consecutive years and net losses totaling 506 million RMB over this period [5]. - In 2024, Annier reported revenue of 639 million RMB, down from 1.327 billion RMB in 2019, and a net loss of 116 million RMB [5]. Group 3: New Controller's Background - Huang Tao, the actual controller of Xinchuyuan, is also the president of Century Jinyuan Investment Group, a large private enterprise with investments exceeding 400 billion RMB across various sectors [5][6]. - Century Jinyuan operates over 100 shopping centers and manages more than 10 million square meters of commercial space [6]. Group 4: Market Reaction - As of June 10, Annier's stock price closed at 16.08 RMB, reflecting a decline of 4.85% [7].

Core Viewpoint - Anner's control transfer plan has made substantial progress, ensuring long-term stability and strategic development for the listed company through a combination of share transfer, voting rights waiver, and commitment not to seek control [1][2]. Group 1: Control Transfer Details - The actual controllers, Cao Zhang and Wang Jianqing, hold a combined 27.38% of shares, with Cao holding 19.13% and Wang 8.25% [2]. - The share transfer plan allows for a maximum transfer of 13.03%, with Cao retaining 14.35% of shares, thus remaining the largest shareholder [2]. - Cao's commitment not to seek control aims to eliminate future control disputes and signals stability in the company's control structure, which is beneficial for maintaining stock prices and company image [2][3]. Group 2: Buyer Commitments - The buyer has committed to acquiring an additional 3% of shares through block trading, ensuring their voting rights will not be less than 16.03%, making them the largest shareholder [3]. - This commitment reflects the buyer's confidence in the company's long-term value and their willingness to invest further [3]. Group 3: Market Context - The control transfer is part of a broader trend where multiple listed companies are considering control changes as a strategic upgrade opportunity [3]. - Successful completion of this transaction could help Anner overcome current development challenges and revitalize its brand in the children's clothing industry [3].

Core Viewpoint - Shenzhen Annil Children's Wear Co., Ltd. is undergoing a change in control, with the new controlling shareholder being Shenzhen Xinchuangyuan Investment Partnership and the actual controller being Huang Tao from Century Jinyuan Investment Group, which is expected to enhance the company's operational capabilities and market positioning [1][2]. Group 1: Control Change Details - The original controlling shareholders, Cao Zhang and Wang Jianqing, plan to transfer 27.7644 million shares (13.03% of total shares) to Xinchuangyuan at a price of 15.21 yuan per share, totaling approximately 422 million yuan [1]. - Xinchuangyuan has already paid 80 million yuan as an earnest money deposit, which is about 20% of the transaction price, indicating strong financial capability [1]. - The share transfer agreement includes a commitment to ensure stable control by waiving voting rights on the remaining shares held by the original shareholders [1]. Group 2: Future Plans and Strategic Direction - After acquiring control, Xinchuangyuan plans to reorganize the board and management within one month, nominating three non-independent candidates and three independent director candidates [2]. - Century Jinyuan, under Huang Tao, has a strong background in real estate and commercial operations, which aligns well with Annil's brand positioning in the children's apparel market [2][3]. - Annil has established 670 offline stores across the country, with 441 being directly operated, providing a solid foundation for the new controlling shareholder to optimize operations without needing to rebuild the business model [2][3]. Group 3: Market Outlook and Synergies - Analysts believe that the resources from Century Jinyuan can help Annil expand into shopping centers and enhance its member system and experiential offerings [3]. - The new controlling shareholder's previous success in transforming Anhui Wantong Technology Co., Ltd. into profitability is seen as a positive indicator for Annil's future performance [3]. - With the infusion of capital and industrial resources from Xinchuangyuan, Annil is expected to strengthen its capabilities in key areas such as market expansion, technology development, and supply chain optimization [3].

Group 1 - The core point of the news is that Shenzhen Anner Co., Ltd. is planning a change in control and has suspended trading for up to two trading days due to the transfer of 13.03% of shares by its controlling shareholders, which may lead to a change in the actual controller [2] - The controlling shareholders, Cao Zhang and Wang Jianqing, are looking to transfer control to a party primarily engaged in investment management, potentially aiming to bring new resources and development opportunities to the company [3] - Anner has faced difficulties in recent years, including failed attempts to promote antiviral fabrics and a terminated acquisition of a big data company due to high premiums and financial pressures, indicating ongoing operational challenges [3] Group 2 - Since its listing in 2017, Anner experienced high growth initially, but has faced declining profitability since 2020, resulting in continuous losses [4] - From 2020 to 2024, Anner's net profit attributable to shareholders has shown significant losses: -47 million, -3 million, -237 million, -100 million, and -115 million, totaling cumulative losses of 502 million [4] - In the first quarter of 2025, Anner reported revenue of 144 million, a year-on-year decline of 27.28%, with a net profit of -8.33 million, a substantial year-on-year drop of 169.01% [4]

Meeting Details - The shareholder meeting was held on June 10, 2025, with voting conducted through both on-site and online methods [1][2] - The total share capital of the company as of the meeting date was 213,016,872 shares, with 606,252 shares in the repurchase account not entitled to vote, resulting in 212,410,620 shares eligible for voting [2] - A total of 71,129,383 shares were represented at the meeting, accounting for 33.49% of the voting shares [2] Voting Results - Ordinary resolutions passed included the 2024 Board of Directors' Work Report, the 2024 Supervisory Board Work Report, and the 2024 Financial Settlement Report [2][3] - The proposal for the 2024 profit distribution plan was also approved [3] - Special resolutions included changes to registered capital and amendments to the Articles of Association, which required a two-thirds majority to pass [2][3] Legal Opinions - The legal opinion from Beijing Jindu (Shenzhen) Law Firm confirmed that the meeting's procedures complied with relevant laws and regulations, and the voting results were deemed valid [4]

Core Viewpoint - The legal opinion letter issued by King & Wood Mallesons (Shenzhen) Law Firm confirms that the 2024 Annual General Meeting of Shenzhen Anner Co., Ltd. was convened and held in compliance with relevant laws, regulations, and the company's articles of association [1][14]. Group 1: Meeting Procedures - The meeting was convened on June 10, 2025, and the notice for the meeting was published on the relevant information platform [3][5]. - The meeting took place at Tianan Cloud Valley Industrial Park, and was presided over by the chairman, Cao Zhang [3][5]. - The actual time, location, and method of the meeting were consistent with the notice provided [5]. Group 2: Attendance and Voting - A total of 182 participants attended the meeting, representing 58,333,134 shares, which is 27.4624% of the total voting shares [5][6]. - Among the participants, 179 shareholders participated via online voting, representing 12,796,249 shares, or 6.0243% of the total voting shares [5][6]. - The qualifications of the attendees were verified, confirming compliance with legal and regulatory requirements [6]. Group 3: Voting Results - The meeting passed several resolutions with significant majority support, including votes of 70,750,327 shares in favor, representing 99.4671% of the votes cast [7][8]. - The voting results for minority investors showed that 826,900 shares were in favor, accounting for 68.5680% of the votes from minority investors [7]. - The voting process was conducted in accordance with legal and regulatory standards, ensuring the validity of the results [14].

2024 年度股东大会的 法律意见书 致：深圳市安奈儿股份有限公司 北京市金杜（深圳）律师事务所 北京市金杜（深圳）律师事务所（以下简称金杜或本所）接受深圳市安奈儿 股份有限公司（以下简称公司）的委托，根据《中华人民共和国证券法》（以下 简称《证券法》）、《中华人民共和国公司法》（以下简称《公司法》）、中国 证券监督管理委员会《上市公司股东会规则》（以下简称《股东会规则》）等中 华人民共和国境内（以下简称中国境内，为本法律意见书之目的，不包括中国香 港特别行政区、中国澳门特别行政区和中国台湾省）现行有效的法律、行政法规、 规范性文件和《深圳市安奈儿股份有限公司章程》（以下简称《公司章程》）的 规定，指派律师出席了公司于 2025 年 6 月 10 日召开的 2024 年度股东大会（以 下简称本次股东大会），并就本次股东大会的相关事项出具本法律意见书。 关于深圳市安奈儿股份有限公司 8．公司本次股东大会相关议案及涉及议案内容的公告等文件； 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1．经公司 2024 年第一次临时股东大会审议通过的《公司章程》； 2．公司 2025 年 4 月 25 ...

证券代码：002875 证券简称：安奈儿 公告编号：2025-032 深圳市安奈儿股份有限公司 2024 年度股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东大会未出现否决议案的情形。 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议的召集、召开和出席情况 （一）会议召开的时间： （四）股东大会的召集人：公司董事会 （五）股东大会的主持人：公司董事长曹璋先生 （六）会议召开的合法、合规性：本次股东大会召开符合有关法律、行政法 1 规、部门规章、规范性文件和《公司章程》的规定。 （七）本次股东大会出席情况如下： 1、现场会议召开时间：2025 年 6 月 10 日（星期二）下午 14:00。 2、网络投票时间： （1）通过深圳证券交易所交易系统进行网络投票的时间为 2025 年 6 月 10 日 9:15—9:25，9:30—11:30 和 13:00—15:00。 （2）通过深圳证券交易所互联网投票系统投票的开始时间为 2025 年 6 月 10 日上午 9:15 至下午 3:00。 （二）现场会议地点： ...