Core Viewpoint - Rhine Biotech (002166) has officially disclosed its asset restructuring and control change plan after a 10-day trading suspension, intending to issue shares to Guangzhou Defu Nutrition Investment Partnership and change its controlling shareholder to Guangzhou Defu Nutrition [1][2] Group 1: Share Transfer and Control Change - The control change framework agreement was signed on December 22, where Qin Benjun, the controlling shareholder, will transfer 8.09% of shares to Guangzhou Defu Nutrition and relinquish 25.50% of voting rights while retaining 3% [2] - After the transaction, Guangzhou Defu Nutrition will hold 8.09% of shares and 11.17% of voting rights, while Qin Benjun will retain 28.50% of shares and 4.14% of voting rights [2] - The total transaction price is estimated at 646 million yuan, with a transfer price of 10.76 yuan per share, representing a premium of 23.68% compared to the closing price of 8.70 yuan before the suspension [2] Group 2: Strategic Intent and Business Expansion - Guangzhou Defu Nutrition, established on December 2, 2025, is an investment company focused on the healthcare sector, managing nearly 24 billion yuan in healthcare assets [3] - Rhine Biotech aims to leverage Defu Capital's resources to enhance its investment and acquisition capabilities in the healthcare sector, creating a comprehensive health ecosystem [3] - The company has signed agreements to acquire 80% of Beijing Jinkangpu, a leading enterprise in the field of nutritional fortifiers, thereby expanding its business into the nutritional fortifier formulation sector [4][6] Group 3: Financial Performance of Beijing Jinkangpu - As of September 2023, Beijing Jinkangpu reported total assets of 593 million yuan and net assets of 535 million yuan, with revenues of 338 million yuan and a net profit of 40.33 million yuan for the first three quarters of 2025 [4]

Core Viewpoint - Rhein Biotech is undergoing a change in control, with Guangzhou Defu Nutrition becoming the new controlling shareholder, effective from December 24, following a series of agreements signed on December 22 [1][2]. Shareholding Structure - Prior to the agreement, Qin Benjun held 36.59% of Rhein Biotech's shares and 36.59% of the voting rights. After the transfer, he will hold 28.50% of the shares and 4.14% of the voting rights [2][3]. - Guangzhou Defu Nutrition will acquire 8.09% of Rhein Biotech's shares and 11.17% of the voting rights post-transaction [3]. Financial Details of the Transaction - The total transaction price for the share transfer is 646 million yuan (including tax), with a transfer price of 10.76 yuan per share, representing a premium of 23.68% over the closing price of 8.70 yuan on December 9 [1]. Company Background and Strategy - Guangzhou Defu Nutrition was established on December 2, 2025, and is controlled by Hou Ming and Li Zhenfu. It focuses on the healthcare and consumer sectors [4]. - Rhein Biotech aims to leverage Defu Capital's resources in the healthcare sector to enhance its operational efficiency and governance structure [4]. Expansion Plans - Rhein Biotech plans to expand its industry chain through acquisitions, specifically by purchasing 80% of Beijing Jinkangpu Food Technology Co., Ltd. [6]. - The company intends to create a closed-loop industry chain from raw materials to formulation solutions, enhancing synergy with Beijing Jinkangpu, a leading supplier of nutritional fortifiers [6]. Financial Performance - As of September 30, 2025, Rhein Biotech reported total assets of 4.985 billion yuan and net assets of 3.162 billion yuan [7]. - The company's net profit for the first three quarters of 2025 was approximately 70.40 million yuan [10].

Core Viewpoint - Rhein Biotech is undergoing a change in control, with its major shareholder transferring control to Guangzhou Defu Nutrition, effective from December 24, 2023, after a suspension of trading since December 10, 2023 [1][3]. Shareholder Changes - The controlling shareholder Qin Benjun signed several agreements with Guangzhou Defu Nutrition on December 22, 2023, including a framework agreement for control change and share transfer [3]. - Qin Benjun will transfer 8.09% of his shares in Rhein Biotech to Guangzhou Defu Nutrition and will relinquish voting rights for 25.50% of his shares while retaining voting rights for 3% [4]. - The total transaction value is 646 million yuan, with a share transfer price of 10.76 yuan per share, representing a premium of 23.68% over the closing price of 8.70 yuan on December 9, 2023 [4]. Post-Transaction Shareholding Structure - After the transaction, Qin Benjun will hold 28.50% of Rhein Biotech's shares and 4.14% of the voting rights, while Guangzhou Defu Nutrition will hold 8.09% of the shares and 11.17% of the voting rights [5]. - Guangzhou Defu Nutrition was established on December 2, 2025, by Defu Capital and currently has not engaged in any actual business activities [5]. Strategic Intentions - Rhein Biotech aims to leverage Defu Capital's extensive resources in the healthcare sector to enhance its operational efficiency and governance structure [6]. - The company plans to expand its industry chain through acquisitions, specifically targeting the nutritional supplement sector, to create a closed-loop supply chain from raw materials to formulation solutions [7]. Acquisition Details - Rhein Biotech has signed agreements to acquire 80% of Beijing Jinkangpu Food Technology Co., Ltd. through share issuance, which will be funded by issuing shares to Guangzhou Defu Nutrition [7]. - This acquisition is expected to enhance Rhein Biotech's capabilities in the nutritional supplement market, particularly in the area of fortified food products [8]. Financial Overview of Beijing Jinkangpu - As of September 30, 2025, Beijing Jinkangpu reported total assets of 593 million yuan and a net profit of 40.33 million yuan for the first three quarters of 2025 [8]. - The company is a leading supplier of nutritional supplements for infant formula manufacturers, indicating a strong market position [8]. Financial Performance of Rhein Biotech - As of September 30, 2025, Rhein Biotech's total assets were 4.985 billion yuan, with a net profit of 70.40 million yuan for the first three quarters of 2025 [10]. - The company has shown a consistent growth trajectory in its financial performance, with total liabilities of 1.823 billion yuan [10].

莱茵生物（002166）12月23日晚公告，12月22日，公司控股股东、实际控制人秦本军与广州德福营养签 署了《控制权变更框架协议》《股份转让协议》《表决权放弃协议》，约定秦本军向广州德福营养协议 转让其所持上市公司6000万股股份(占公司总股本比例为8.09%)，放弃1.89亿股股份表决权(占公司总股 本比例为25.50%)，保留2224.83万股股份表决权(占公司总股本比例为3.00%)。本次协议转让完成股份过 户且公司董事会完成换届后，广州德福营养将成为公司控股股东，侯明和LIZHENFU将成为公司共同实 际控制人。 本次交易完成后，北京金康普的财务报表将纳入上市公司合并范围，本次交易的实施将改善上市公司的 资产规模、营业收入和净利润水平，有助于上市公司进一步拓展收入来源，分散整体经营风险。本次交 易是上市公司优化业务布局、提高可持续发展能力的积极举措。本次交易完成后，上市公司业务结构更 加多元，业务优势进一步扩大，促进了上市公司经营稳定性和抗风险能力。 此前，莱茵生物已自2025年12月10日开市起停牌。根据相关规定，经公司向深交所申请，公司股票将于 2025年12月24日(星期三)开市起复牌。 同日 ...