JFLB(SZ:002762) Zheng Quan Zhi Xing·2025-06-11 13:20Core Viewpoint - The announcement details a significant change in control for Jinfa Labi Maternal and Child Products Co., Ltd, with Yuan Yi Cheng Wu becoming the controlling shareholder and Chen Keru as the actual controller, following the signing of a share transfer agreement and a voting rights waiver agreement [1][20]. Summary of Key Points 1. Basic Situation of the Equity Change - Lin Haoliang and Lin Ruowen plan to transfer a total of 47,085,325 shares, representing 13.30% of the company's total share capital, to Yuan Yi Cheng Wu at a price of 7.34 CNY per share, totaling approximately 345.61 million CNY [2][5]. - Following the transfer, Lin Haoliang and Lin Ruowen will waive their voting rights for the remaining shares they hold, which amounts to 20.48% and 19.47% of the total shares, respectively [2][18]. 2. Details of the Share Transfer Agreement - The first share transfer involves Lin Haoliang transferring 24,134,838 shares (6.82%) and Lin Ruowen transferring 22,950,487 shares (6.48%) [5][19]. - The agreement stipulates that if any dividends or capital increases occur before the transfer is completed, the share price and quantity will be adjusted accordingly, but the total transfer price remains unchanged [6][8]. 3. Governance Arrangements - After the completion of the first share transfer, Yuan Yi Cheng Wu will have the right to nominate four directors to the board, ensuring they hold a majority [11][12]. - The board will consist of seven members, with the new directors being a mix of independent and non-independent candidates [11][12]. 4. Impact of the Equity Change - The change in control is not expected to adversely affect the company's normal operations or harm the interests of minority shareholders [20]. - Yuan Yi Cheng Wu currently has no plans to inject assets into the company following the transfer [20]. 5. Compliance and Future Steps - The share transfer is subject to compliance review by the Shenzhen Stock Exchange and must be registered with the China Securities Depository and Clearing Corporation [20][21]. - The completion of the transaction is uncertain and may be subject to significant risks that could lead to its termination [20][21].