GXSH(SZ:000716) Cai Jing Wang·2025-09-09 05:19Core Viewpoint - The announcement details the progress of the equity transfer agreement between the controlling shareholder, Guangxi Heiwulv Food Group Co., Ltd., and Guangxi Lvfa Health Industry Group Co., Ltd., indicating a significant change in control of the company [1][2]. Group 1: Equity Transfer Details - Guangxi Heiwulv Food Group plans to transfer 150,697,910 shares (20% of total equity) to Guangxi Lvfa Health at a price of 6.25 yuan per share, totaling 942 million yuan [2]. - After the transfer, Guangxi Lvfa Health will hold 150,697,910 shares (20% of total equity), while Guangxi Heiwulv's holdings will decrease from 227,946,277 shares to 77,248,367 shares (from 30.25% to 10.25%) [2]. - The voting rights associated with the transferred shares will be waived by the current shareholders, resulting in a total of 133,071,767 shares (17.66% of total equity) having no voting rights post-transfer [2]. Group 2: Transaction Progress - The parties involved are actively fulfilling their obligations under the transfer agreement, with Guangxi Heiwulv pledging 20 million shares and 50 million shares to Guangxi Lvfa Health [3]. - Guangxi Lvfa Health has paid a sincerity deposit of 150 million yuan, with the remaining transfer payment of 792 million yuan due within 10 working days after the completion of the share transfer [3]. - Due diligence, auditing, and evaluation processes are currently underway by the intermediary agency hired by Guangxi Lvfa Health [3]. Group 3: Legal and Regulatory Considerations - A court in Nanchang plans to execute the disposal of 3.2 million shares held by Guangxi Heiwulv, which are part of the frozen shares, but this will not affect the equity transfer agreement [4]. - If the shares are judicially disposed of, the percentage of shares with waived voting rights will change from 17.66% to 17.24% [4]. - The completion of the transaction is subject to approvals from relevant regulatory bodies, including the State-owned Assets Supervision and Administration Commission and the State Administration for Market Regulation, introducing uncertainty regarding the timing and approval process [4].