The control rights transfer of Bestore Co.,Ltd. continues to face ongoing complications.
On the evening of September 17, Bestore Co.,Ltd. (603719.SH) disclosed an announcement stating that Dayong Limited Company ("Dayong Limited"), a shareholder holding more than 5% of the company's shares, and Wuhan Changjiang International Trading Group Co., Ltd. ("Changjiang International Trade") signed a "Supplementary Agreement to the Conditional Share Transfer Agreement of Bestore Co.,Ltd." Both parties agreed to extend the original agreement's final deadline by 30 calendar days, changing the original agreement's final deadline to the 90th natural day after the signing of this agreement, with the extended final deadline being October 15, 2025.
On July 17, both parties signed the original share transfer agreement, whereby Dayong Limited planned to transfer 8.99% of its Bestore Co.,Ltd. listed company equity to Changjiang International Trade at a price of 12.34 yuan per share, totaling 445 million yuan. If the transaction is completed successfully, Dayong Limited's shareholding ratio will decrease to 9.17%.
Bestore Co.,Ltd. pointed out that this share transfer still requires approval from state-owned asset supervision and management departments, compliance confirmation from the Shanghai Stock Exchange for the negotiated transfer, and completion of share transfer registration procedures with China Securities Depository and Clearing Corporation Limited. The ultimate implementation and completion timing of the above matters remain uncertain.
This agreement extension may mainly be affected by the lawsuit filed by Guangzhou Light Industry Group Co., Ltd. ("Guangzhou Light Industry"), a Guangzhou state-owned asset entity.
On July 17 (the same day Changjiang International Trade and Dayong Limited signed the equity agreement), Changjiang International Trade also signed another equity transfer agreement with Bestore Co.,Ltd.'s controlling shareholder Ningbo Hanyi and its concert party Liangpin Investment, planning to acquire a combined 21% stake for a total price of 1.046 billion yuan, thereby obtaining control of Bestore Co.,Ltd.
This plan faced opposition from Guangzhou Light Industry. In May this year, to resolve its debt issues, Ningbo Hanyi signed an "Agreement" with Guangzhou Light Industry, stipulating that the latter planned to acquire part of Bestore Co.,Ltd. shares held by Ningbo Hanyi after completing due diligence, thereby investing in and controlling Bestore Co.,Ltd.
However, subsequent cooperation between both parties did not progress smoothly. In July, Bestore Co.,Ltd. suddenly announced it would transfer equity and actual control to Changjiang International Trade, which has Wuhan state-owned background, directly triggering litigation retaliation from Guangzhou Light Industry.
In July, Guangzhou Light Industry filed a lawsuit against Ningbo Hanyi over the equity transfer dispute and applied for property preservation, freezing 79.764 million shares of Bestore Co.,Ltd. held by Ningbo Hanyi. These shares represent 56.46% of Ningbo Hanyi's holdings and 19.89% of Bestore Co.,Ltd.'s total share capital.
Guangzhou Light Industry's claim amount is temporarily calculated at 1.023 billion yuan. Currently, Guangzhou Intermediate People's Court has accepted the case, but no court hearing has been held yet.
Although this case does not involve Dayong Limited, judging from this agreement extension, both parties may have proactively chosen to temporarily delay the transaction process to avoid potential risks arising from the control rights litigation.
Shen Meng, Executive Director of Xiangson Capital, told reporters that Dayong Limited has consistency with the major shareholder - in order for the transferee to obtain actual control of the listed company, it would be meaningless for the buyer to simply acquire shares from Dayong Limited alone. Therefore, when the major shareholder's transfer is blocked, Dayong Limited's transfer will not proceed independently either.
The original equity transfer agreement also confirms this view. The announcement shows that Changjiang International Trade planned to seek control of Bestore Co.,Ltd. by acquiring part of the Bestore Co.,Ltd. shares held by Dayong Limited.
According to information, before Bestore Co.,Ltd.'s IPO, Dayong Limited, controlled by Capital Today, held a 33.75% stake and was the company's second-largest shareholder.
After the listing stock lock-up period expired, Dayong Limited began its reduction path. Most recently in the first half of this year, it reduced 4.01 million Bestore Co.,Ltd. shares through centralized bidding transactions, earning approximately 47.74 million yuan in profits, with its shareholding ratio dropping to 18.16% after the reduction.
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