LBGJ · Li Bang International Corporation Inc. Ordinary Shares

The filing discloses an amended Equity Transfer Agreement that nullifies a prior agreement from February 25, 2026, establishing new terms for Jiangsu Li Bang Intelligent Technology Co., Ltd., a subsidiary of Li Bang International Corporation Inc., to gain controlling 51% equity in Suzhou Yufengyuan Food Distribution Co., Ltd. for RMB 6,500,000, priced off the Target Company's shareholders’ equity as of December 31, 2025. This pro rata transfer from existing shareholders—Zhang Jiali (25.5%), Zhang Jianhua (22.95%), and Zhang Liping (2.55%)—leaves sellers with 49% collectively, preserving their significant minority stake. Payment is structured in two 50% tranches, with the second due by May 30, 2026, after regulatory change registration, providing buyer protection. A key investor consideration is the temporary 50-50 voting rights arrangement during the two-year Special Exercise Period post-closing, despite the 51% economic ownership, which balances control while allowing the buyer to appoint directors and finance personnel. Material matters, including major investments over RMB 500,000, amendments, mergers, and profit distributions, require at least two-thirds shareholder approval, potentially giving sellers veto power. Zhang Jiali's continued role as legal representative ensures operational continuity, subject to these governance safeguards. Sellers provide extensive representations on equity ownership, company status, financials, and compliance, with joint liability for breaches like unpaid capital. Transitional covenants restrict Target Company actions without buyer consent, supporting value preservation. This transaction strategically expands the company's footprint in food distribution, with premium pricing reflecting future earnings potential, though tax responsibilities fall on sellers.