南方黑芝麻集团股份有限公司关于控股股东协议转让股权暨控制权拟发生变更的进展公告

Overview of Control Change - The controlling shareholder of Southern Black Sesame Group Co., Ltd. is set to change as Guangxi Black Five Food Group Co., Ltd. plans to transfer 150,697,910 shares (20% of total shares) to Guangxi Travel Health Industry Group Co., Ltd. at a price of 6.25 yuan per share, totaling approximately 941.86 million yuan [1][2] Shareholding Changes - After the transaction, Guangxi Travel Health will hold 150,697,910 shares (20% of total shares), while Guangxi Black Five's holdings will decrease from 227,946,277 shares to 74,048,453 shares (from 30.25% to 9.83%), resulting in 0% voting rights [2][6] - The actual controller will shift from individuals associated with Guangxi Black Five to the State-owned Assets Supervision and Administration Commission of the People's Government of Guangxi Zhuang Autonomous Region [2] Payment and Due Diligence - Guangxi Travel Health has paid a deposit of 150 million yuan, with the remaining amount of approximately 791.86 million yuan due within 10 working days after the share transfer is completed [2] - The due diligence by the intermediary appointed by Guangxi Travel Health was completed by the end of October 2025 [2] Regulatory Approvals - The transaction is subject to approval from the relevant state-owned asset supervision authority and the National Market Supervision Administration for antitrust review, as well as compliance approval from the Shenzhen Stock Exchange [4][5] - The approval process is ongoing, and the completion of the transaction remains uncertain [4] Impact on Company Operations - The transaction is not expected to affect the normal operations of the company or harm the interests of the company and minority shareholders [6]