On September 4, a query of the State Administration for Market Regulation's Business Operator Concentration Anti-monopoly Business System website revealed that the equity acquisition case of Bestore Co.,Ltd. (603719.SH) by Wuhan Changjiang International Trading Group Co., Ltd. (hereinafter referred to as "Changjiang International Trading") has entered the acceptance stage, with the acceptance date being August 28, 2025.
According to the public notice for simplified cases of business operator concentration, Changjiang International Trading signed agreements with Ningbo Hanyi Venture Capital Partnership (Limited Partnership) (hereinafter referred to as "Ningbo Hanyi"), Ningbo Liangpin Investment Management Co., Ltd., and Dayong Limited Company to acquire a total of 29.99% stake in Bestore.
Before the transaction, Ningbo Hanyi held 35.23% of Bestore's shares and had sole control over Bestore. After the transaction, Changjiang International Trading will hold 29.99% of Bestore's shares and gain sole control over Bestore.
**Guangzhou State-owned Enterprise Litigation Remains Unresolved**
The equity case entering the antitrust review acceptance stage does not mean that Bestore's previous equity dispute involving "double engagement" has been resolved.
Zhang Shugui, a partner at Beijing Yingke Law Firm, explained that the State Administration for Market Regulation's antitrust review of business operator concentration is an administrative act from a market competition perspective and follows an independent procedure, only determining whether this acquisition violates antitrust laws, "and has no relationship with equity litigation cases."
According to the Anti-monopoly Law, operators acquiring control over other operators through obtaining equity or assets is considered "business operator concentration." When the combined domestic revenue of all operators involved in the concentration exceeded 4 billion yuan in the previous accounting year, and at least two operators each had domestic revenue exceeding 800 million yuan in the previous accounting year, prior declaration to the State Council's antitrust enforcement agency is required.
Public data shows that in 2024, Bestore's revenue was 7.159 billion yuan, while Changjiang International Trading's was approximately 86 billion yuan. Both parties meet the declaration requirements. "This indicates that antitrust review is a necessary gateway for this controlling stake transfer. However, even passing antitrust review does not guarantee a smooth transaction. Whether the deal can ultimately be completed successfully depends on the comprehensive results of other factors (such as the resolution of related litigation)," Zhang Shugui added.
**Background of the Transaction**
The "episode" of this equity acquisition began in May 2025. At that time, to resolve its own debt issues, Ningbo Hanyi signed an "Agreement" with Guangzhou Light Industry, a Guangzhou state-owned enterprise, stipulating that the latter would conduct due diligence on the company and then planned to acquire part of Bestore's shares held by Ningbo Hanyi, thereby investing in and controlling Bestore.
However, subsequent cooperation progress was not smooth. Bestore suddenly announced in July that it would transfer its equity and actual control to Changjiang International Trading, which has Wuhan state-owned background. This move directly triggered litigation retaliation from Guangzhou Light Industry.
On July 14, Guangzhou Light Industry filed a lawsuit against Ningbo Hanyi regarding the equity transfer dispute and applied for property preservation, freezing 79.764 million shares of Bestore held by Ningbo Hanyi, accounting for 56.46% of its holdings and 19.89% of Bestore's total share capital.
Guangzhou Light Industry's claim amount is temporarily calculated at 1.023 billion yuan. Currently, the litigation stage shows the case has been accepted by the court but has not yet gone to trial.
Bestore has also issued risk warnings in its announcements, stating that the final outcome of the litigation cannot be determined and may result in uncertainty risks for the control transfer between Ningbo Hanyi and Changjiang International Trading. Meanwhile, apart from normal litigation response, Ningbo Hanyi is actively taking action to seek settlement with Guangzhou Light Industry, striving to resolve the dispute as soon as possible.
**Heavy Loss of 90 Million Yuan**
Bestore, which is being "competed for" by two state-owned enterprises, has recently been experiencing a performance downturn.
In the first half of the year, the company achieved revenue of 2.829 billion yuan, down 27.21% year-on-year; net profit attributable to shareholders was -93.5531 million yuan, down 491.59% year-on-year, turning from profit to loss, with the loss amount being twice that of the entire previous year.
For the full year 2024, its revenue declined 11.02% year-on-year to 7.159 billion yuan, and net profit attributable to shareholders fell 125.57% year-on-year to -46.1 million yuan.
Bestore indicated that the significant decline in net profit in the first half of this year was partly related to price reductions.
In the first half, Bestore continued to optimize and adjust its products. Price reductions for some products and adjustments to product structure affected the company's gross profit margin, which was 24.42% in the first half, down nearly 2 percentage points year-on-year.
On the other hand, both online and offline channels faced pressure, dragging down sales scale.
In the offline market, Bestore continued to optimize store structure and eliminate inefficient stores, with the decrease in store numbers leading to declining sales scale. At the beginning of this year, it had 2,704 offline stores, but by the end of June, only 2,445 remained, a reduction of 259 stores in six months. Compared to the 3,293 stores at the beginning of 2024, the number of stores decreased by 848 in a year and a half.
In the online market, affected by rising traffic costs, the company's sales scale and net profit declined year-on-year. In the first half, Bestore's e-commerce revenue was 1.156 billion yuan, down approximately 29% year-on-year.
**Marketing Controversy**
While facing performance pressure, Bestore also fell into public controversy due to a promotional error.
Recently, netizens discovered that on Bestore's e-commerce platform product detail page, a promotional poster for a "Four Red Peanuts" product depicted peanut fruits hanging on branches. However, peanuts are crops that bloom above ground and bear fruit underground, with fruits usually buried in soil to develop and mature. This basic knowledge error triggered market questioning of its advertising review mechanisms.
On August 28, Bestore responded that due to work oversight, it mistakenly used AI-generated image materials on the e-commerce platform's product detail pages, causing unnecessary misunderstanding and discussion. The company has updated and corrected the relevant pages and initiated a comprehensive scientific verification of all product promotional materials. It is also further upgrading content review mechanisms and optimizing internal management processes to ensure that all future content output is more rigorous and reliable.
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