桂林莱茵生物科技股份有限公司 关于公司控制权变更、发行股份购买资产并募集配套资金 暨关联交易事项的进展公告

Core Viewpoint - The company is undergoing a significant change in control, with the original controlling shareholder transferring shares to Guangzhou Defu Nutrition Investment Partnership, which will become the new controlling shareholder [2][3]. Group 1: Transaction Overview - The original controlling shareholder, Mr. Qin Benjun, signed agreements to transfer 60 million shares (8.09% of total shares) to Guangzhou Defu Nutrition and will relinquish voting rights for 189,141,310 shares (25.50% of total shares), retaining voting rights for 22,248,282 shares (3.00% of total shares) [3]. - The company plans to issue shares to acquire 80% of Beijing Jinkangpu Food Technology Co., Ltd. from Defu Jinkangpu Holdings and Xiamen Defu Jinkangpu Investment Partnership, while also raising funds to purchase an additional 15.50% stake from individual shareholders [4]. Group 2: Historical Disclosure - The company's stock was suspended from trading on December 10, 2025, due to the planned transaction, with updates provided during the suspension period [5]. - On December 22, 2025, the company’s board approved the transaction plans, which were subsequently disclosed to the public [6]. Group 3: Progress of the Transaction - As of the announcement date, the earnest money for the share transfer has been paid and confirmed, with all progress aligning with the agreement [6]. - The company and related parties are actively advancing the necessary audits, evaluations, and due diligence for the transaction, with plans to reconvene the board for further approvals once these tasks are completed [6].