Guilin Rhien Bio-Tech Co., Ltd. Announcement on Termination of Share Issuance for Asset Purchase and Fundraising and Connected Transaction
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false representations, misleading statements, or material omissions.
Guilin Rhien Bio-Tech Co., Ltd. (hereinafter referred to as the "Company") convened its Thirteenth Meeting of the Seventh Board of Directors on June 22, 2026, and approved the "Proposal on Terminating the Share Issuance for Asset Purchase and Fundraising and Connected Transaction." Due to significant changes in the market environment since the initial planning of this transaction, the Board of Directors agreed to terminate this share issuance for asset purchase and fundraising and connected transaction. The relevant situation is hereby announced as follows:
I. Basic情况 of this Transaction
On December 22, 2025, Guangzhou Defu Nutrition Investment Partnership (Limited Partnership) (hereinafter referred to as "Guangzhou Defu Nutrition") signed a Framework Agreement on Change of Control, a Share Transfer Agreement, and a Voting Rights Abandonment Agreement with Mr. Qin Benjun, the controlling shareholder and actual controller of the Company. According to the above agreements, after the completion of the share transfer and the change of the Company's board of directors, Guangzhou Defu Nutrition will become the controlling shareholder of the Company, and Ms. Hou Ming and Mr. LI ZHENFU will become the joint actual controllers of the Company.
On the same day, the Company convened the Tenth Meeting of the Seventh Board of Directors and approved the "Proposal on the Company's Issuance of Shares to Purchase Assets and Raise Supporting Funds and Connected Transaction Plan" and its summary. The Company planned to issue shares to Defu Jinkangpu Holding Partnership (Limited Partnership) and Xiamen Defu Jinkangpu Investment Partnership (Limited Partnership) to acquire an 80% equity interest in Beijing Jinkangpu Food Technology Co., Ltd. (hereinafter referred to as "Beijing Jinkangpu") held by them. In addition, the Company planned to issue shares to Guangzhou Defu Nutrition to raise supporting funds for the purchase of a 15.50% equity interest in Beijing Jinkangpu held by natural person shareholders Li Yang and Song Jun, and to pay intermediary fees, transaction taxes, and supplement working capital. This transaction is expected to constitute a connected transaction, but not a major asset restructuring, nor a restructuring for backdoor listing.
II. Major Work Undertaken by the Company During the Promotion of this Transaction