Core Viewpoint - The announcement details a significant change in the control of Liangpinpuzi Co., Ltd., as the controlling shareholder, Ningbo Hanyi Venture Capital Partnership, plans to transfer shares to Wuhan Yangtze International Trade Group, resulting in a shift in actual control to the Wuhan Municipal Government State-owned Assets Supervision and Administration Commission [1][2][7]. Summary by Sections Share Transfer Overview - On July 17, 2025, Ningbo Hanyi and its action-in-concert party, Ningbo Liangpin Investment Management Co., Ltd., signed a share transfer agreement with Wuhan Yangtze International Trade Group, transferring 11,970,120 shares, which represents 2.99% of the total shares of the company [1][3]. - If the transaction is completed, the controlling shareholder will change from Ningbo Hanyi to Wuhan Yangtze, and the actual controllers will shift from individuals to a government entity [2][7]. Transaction Details - The total number of shares held by Ningbo Hanyi and its action-in-concert party before the transfer is 153,257,214 shares, accounting for 38.22% of the total shares. Post-transfer, their holdings will decrease to 69,047,214 shares (17.22%), while Wuhan Yangtze will hold 84,210,000 shares (21.00%) [3][4]. - The agreed transfer price is 12.42 RMB per share, with a total transaction value of approximately 1.045 billion RMB [3][10]. Regulatory Approvals - The share transfer requires approval from state-owned asset supervision authorities, market supervision management, and compliance confirmation from the Shanghai Stock Exchange, along with registration with China Securities Depository and Clearing Corporation [2][7]. Legal Considerations - There is an ongoing lawsuit from Guangzhou Light Industry and Trade Group against Ningbo Hanyi, which has resulted in the freezing of 79,763,962 shares, potentially impacting the transfer of control [2][3]. - The transfer does not trigger a mandatory tender offer, and the company assures that normal operations will not be affected [2][7]. Corporate Governance and Future Plans - The transaction is expected to enhance the company's governance structure and promote sustainable development by leveraging Wuhan Yangtze's industry resources and experience [3][10]. - The new controlling entity aims to maintain the company's operational stability and support its long-term growth strategy [16][18].
良品铺子: 良品铺子关于控股股东及其一致行动人签署股权转让协议暨控制权拟发生变更的提示性公告