The recent control transfer of Bestore Co., Ltd. (603719.SH), initiated by its controlling shareholder Ningbo Hanyi, has encountered unexpected complications. The company has announced that Ningbo Hanyi will terminate its equity transfer to Wanggu Venture Capital, as the conditions set in the Equity Transfer Agreement were not fully met. Additionally, Ningbo Hanyi and its concerted party, Bestore Investment, have also called off their equity transfer to Changjiang Guomao. Notably, both Wanggu Venture Capital and Changjiang Guomao are state-owned enterprises under Wuhan's municipal government.
It is important to highlight that Changjiang Guomao operates in cold chain logistics, grain, non-ferrous metals, and cross-border e-commerce. Had the control transfer proceeded smoothly, Bestore, struggling with poor performance, could have leveraged the support of the state-owned enterprise to accelerate its business transformation. However, with the loss of this backing, the anticipated synergy from the industry collaboration has been forfeited, placing the challenge of recovering its losses back on the management and founder team. This issue is further complicated by an increasingly competitive landscape in the snack food sector.
1. Equity Dispute Hurdles In fact, when Bestore disclosed the control transfer matter in July this year, the potential risks of the transaction were clearly outlined in the announcement. According to Bestore’s announcement on the evening of July 17, Ningbo Hanyi and its concerted action party, Bestore Investment, intended to transfer a total of 21% of the company's shares to Changjiang Guomao at a price of 12.42 CNY per share, with the total transaction value amounting to approximately 1.046 billion CNY. At the same time, the company's second-largest shareholder, Dayong Limited, planned to transfer 8.99% of the shares to Changjiang Guomao at a price of 12.34 CNY per share, totaling around 445 million CNY. If the transactions had been completed, Changjiang Guomao would have held a total of 29.99% of shares, thereby becoming Bestore's new controlling shareholder with actual control being transferred to Wuhan State-Owned Assets Supervision and Administration Commission.
At that time, Bestore stated in its announcement that the reason for introducing Wuhan's state-owned assets was that Changjiang Guomao and Bestore had industry synergies, which would enable Changjiang Guomao to leverage its industry experience and resource advantages in comprehensive supply chain services, international and domestic trade, and modern warehousing logistics to fully empower Bestore's transformational development.
However, on the same day, the company disclosed another announcement indicating that the equity held by its controlling shareholder was frozen due to a dispute over the equity transfer with Guangzhou Light Industry, which had applied to freeze 19.89% of the shares held by Ningbo Hanyi. Bestore warned that this matter "may introduce uncertainty risks to the control transfer."
The root of this dispute lies in Ningbo Hanyi's "double marriage" maneuver: back in May 2025, to alleviate its own debts, Ningbo Hanyi signed an agreement with Guangzhou Light Industry, allowing the latter to acquire shares and gain control of the company following due diligence, with the actual controller also providing a written consent. The agreement explicitly stated that Guangzhou Light Industry would have a priority purchase right before May 28. However, Ningbo Hanyi ultimately failed to sign the formal agreement as promised and proceeded to reach a transaction with Changjiang Guomao in July, triggering Guangzhou Light Industry's legal counteraction—filing a lawsuit on July 14 and applying for asset preservation, with the initial disputed amount at 996 million CNY, seeking immediate transfer of shares among other demands.
2. The Dream of Wuhan's State-owned Assets Taking Control Shattered It should be noted that based on the agreement signed between Ningbo Hanyi and Guangzhou Light Industry, they agreed to transfer 79.764 million shares at 12.42 CNY per share. However, after transferring 72.239 million shares to Changjiang Guomao, even if Ningbo Hanyi were to transfer all remaining shares to Guangzhou Light Industry, it would not be able to fulfill the initial promise to transfer 79.764 million shares, meaning Guangzhou Light Industry would be unable to achieve control of the listed company.
Thus, resolving the lawsuit quickly has become the path for Ningbo Hanyi to avoid legal risks and push forward with the equity transfer. However, the parties involved have not managed to reach an agreement, and Guangzhou Light Industry has altered its litigation request, urging Ningbo Hanyi to continue performing the contract while adding an immediate request for the transfer of shares. By the end of July this year, the total claims had reached 1.023 billion CNY.
On one side is Guangzhou Light Industry's insistence on "protecting its rights," while on the other is the continued progression of the control transfer matter between Bestore and Changjiang Guomao. The Chongqing Municipal Market Supervision Administration recently published a list of businesses approved for concentration without conditions, indicating that the "Changjiang Guomao acquiring shares in Bestore Co., Ltd." case was approved without conditions on September 10. Moreover, a statement from Bestore in the same month revealed that the deadline for the equity transfer agreement between Dayong Limited and Changjiang Guomao had been extended by 30 calendar days to October 15, 2025.
This battle for control over Bestore has transformed from a straightforward equity transfer dispute into a strategic contest between state-owned enterprises from different regions. Wuhan's state-owned assets seek to enter the snack food sector through acquiring Bestore, while Guangzhou Light Industry has already taken control of publicly listed companies such as Taimusi and Cangzhou Mingzhu this year. Successfully acquiring Bestore could create potential synergy with its daily consumer goods.
For Bestore, operational pressures that began in 2024 have become increasingly evident: simultaneous contraction across multiple channels, with cumulative losses of approximately 159 million CNY in net profits attributable to the mother company from 2024 to the first half of 2025. The injection of funds and supply chain resources from Wuhan's state-owned assets was initially viewed as crucial to alleviating its performance decline. Yet, the ongoing equity dispute has left the company’s control in a precarious state, potentially slowing down capital operation efficiency and undermining investor confidence.
With the collapse of this control transfer, which had been brewing for three months, the pressing issue for Bestore's management and founding team is how to transform its business to reverse the trend of poor performance amidst the increasingly polarized competition in the snack food industry. The situation is further complicated by the fact that the withdrawal from the transfer does not resolve the chaotic equity dispute: Guangzhou Light Industry's lawsuit for 1.023 billion CNY remains unresolved, while 19.89% of shares held by Ningbo Hanyi continue to be frozen. Once heralded as "the leading stock in high-end snacks," Bestore now faces unprecedented operational challenges.
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