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Li Bang (LBGJ) strengthens control in Suzhou Yufengyuan 51% equity deal

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(Neutral)
Form Type
6-K/A

Rhea-AI Filing Summary

Li Bang International Corporation Inc. amended its planned acquisition of Suzhou Yufengyuan Food Distribution Co., Ltd. by replacing the original equity transfer agreement. Its wholly owned subsidiary will still acquire 51% equity interest in Yufengyuan, but a key voting clause has changed.

Under the original agreement, for two years after closing the parties would split voting power 50/50 despite Li Bang holding 51% of the equity. The new agreement, signed on April 17, 2026, removes this Special Voting Arrangement to enhance the Purchaser’s control. After closing, voting rights will follow equity ownership, with the Purchaser at 51% and the Sellers at 49%. The transaction remains subject to regulatory registration changes and customary closing conditions, expected on or before May 30, 2026. This report is also incorporated by reference into Li Bang’s Form F-3 shelf registration.

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Insights

Li Bang keeps 51% stake but now aligns full voting control with its equity.

The company’s subsidiary is still acquiring 51% of Suzhou Yufengyuan, a Chinese catering services provider, but the amended agreement removes the prior Special Voting Arrangement. Originally, voting power would have been split 50/50 for two years despite majority ownership.

With the April 17, 2026 New Agreement, voting rights will track equity from closing onward: 51% for the Purchaser and 49% for the Sellers. That strengthens corporate control and simplifies governance for integrating Yufengyuan’s operations, assuming the deal closes after market regulation approval and customary conditions, expected by May 30, 2026.

The filing also incorporates this development into Li Bang’s Form F-3 shelf, ensuring investors relying on that registration see the updated control structure. While strategically meaningful for governance, the amendment does not itself disclose new financial terms or performance metrics, so the direct valuation impact is limited in this excerpt.

Equity interest acquired 51% equity interest Stake in Suzhou Yufengyuan to be acquired by Purchaser
Sellers’ remaining stake 49% equity interest Equity in Suzhou Yufengyuan retained by Sellers after closing
Original voting split 50% / 50% voting rights Special Voting Arrangement during two-year Special Exercise Period
Expected closing deadline May 30, 2026 Target date to complete transaction subject to conditions
New Agreement date April 17, 2026 Date Purchaser and Sellers signed the replacement equity transfer agreement
equity transfer agreement financial
"entered into an equity transfer agreement (the “Original Agreement”) with the three individual shareholders"
An equity transfer agreement is a legal contract that records the sale or reassignment of ownership in a company’s shares from one party to another. Like handing over the keys when you sell a house, it changes who legally controls those ownership rights and any attached voting power or dividend claims. Investors care because such transfers can shift control, dilute or concentrate stakes, affect company strategy and influence future share value.
Special Voting Arrangement financial
"shall be adjusted such that each side holds 50% of the aggregate voting rights (the “Special Voting Arrangement”)."
Special Exercise Period financial
"during the two years following the closing of such equity transfer (the “Special Exercise Period”)"
incorporated by reference regulatory
"this current report on Form 6-K is hereby incorporated by reference into the registration statement"
registration change procedures regulatory
"conditioned upon the completion of the registration change procedures with the competent market regulation authority in China"

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FAQ

What change did Li Bang International (LBGJ) make to the Yufengyuan acquisition terms?

Li Bang’s subsidiary signed a New Agreement that removes the Special Voting Arrangement. Voting rights will now follow equity ownership, giving the Purchaser 51% and the Sellers 49% once the transaction closes and conditions are satisfied.

How much of Suzhou Yufengyuan will Li Bang International (LBGJ) own after closing?

Li Bang’s wholly owned subsidiary will acquire a 51% equity interest in Suzhou Yufengyuan. The Sellers will retain 49%, and their voting rights will match this stake rather than sharing equal votes with the Purchaser during any transition period.

What was the Special Voting Arrangement in Li Bang International’s original agreement?

The original agreement provided that for two years after closing, the Purchaser and Sellers would each hold 50% of aggregate voting rights. This applied even though the Purchaser would own 51% of Yufengyuan’s equity, temporarily limiting majority control at shareholder meetings.

When is the Li Bang International (LBGJ) and Yufengyuan transaction expected to close?

Closing is expected on or before May 30, 2026. Completion depends on finishing registration change procedures with the competent market regulation authority in China and satisfying other customary closing conditions described in the equity transfer agreement.

How does this 6-K/A relate to Li Bang International’s Form F-3 shelf registration?

This report is expressly incorporated by reference into Li Bang’s Form F-3 registration statement. That means the updated New Agreement terms, including the strengthened voting control, become part of the disclosure package available under the existing shelf registration.

What business does Suzhou Yufengyuan Food Distribution Co., Ltd. operate in?

Suzhou Yufengyuan is a catering service provider in China. It focuses on offering centrally prepared meals to institutional clients, making it a food distribution and catering business that can complement Li Bang’s broader strategic activities in the region.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K/A

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2026

 

Commission File Number: 001-42378

 

Li Bang International Corporation Inc.

(Exact Name of Registrant as Specified in its Charter)

 

No. 190 Xizhang Road, Gushan Town,

Jiangyin City, Jiangsu Province

People’s Republic of China

+86 0510-81630030

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

 

On March 2, 2026, Li Bang International Corporation Inc., a Cayman Islands exempted company with limited liability (the “Company”) filed the original report on Form 6-K (the “Initial Report”) to disclose that Jiangsu Li Bang Intelligent Technology Co., Ltd. (the “Purchaser”), a wholly-owned subsidiary of the Company, entered into an equity transfer agreement (the “Original Agreement”) with the three individual shareholders (the “Sellers”) of Suzhou Yufengyuan Food Distribution Co., Ltd. (“Yufengyuan” or the “Target”), pursuant to which the Purchaser will acquire an aggregate of 51% equity interest in Yufengyuan from the Sellers upon closing (the “Transaction”). Yufengyuan is a catering service provider in China offering centrally prepared meals to institutional clients. The closing of the Transaction is conditioned upon the completion of the registration change procedures with the competent market regulation authority in China and other customary closing conditions, which is expected to occur on or prior to May 30, 2026.

 

As set forth in the Initial Report, under the Original Agreement, the Purchaser and the Sellers agreed that, during the two years following the closing of such equity transfer (the “Special Exercise Period”), notwithstanding that the Purchaser holds 51% of the equity interests in the Target, the voting rights between the Purchaser and the Sellers (with the Sellers acting as one party and collectively exercising the voting rights attached to the remaining 49% equity interests) shall be adjusted such that each side holds 50% of the aggregate voting rights (the “Special Voting Arrangement”). Upon expiry of the Special Exercise Period, the voting rights of the parties at the shareholders’ meeting shall be exercised in accordance with their respective equity interests (i.e., the Purchaser: 51%; the Sellers in the aggregate: 49%).

 

On April 17, 2026, the Purchaser and the Sellers entered into a new equity transfer agreement in relation to the Transaction (the “New Agreement”), with the original clause providing the foregoing Special Voting Arrangement removed to enhance the control of the Purchaser over the Target. This agreement supersedes and replaces the Original Agreement in its entirety and the Original Agreement shall have no further force or effect following the execution of this New Agreement. Other than the removal of the Special Voting Arrangement, there are no material changes to the terms of the Original Agreement.

 

The foregoing description of the New Agreement does not purport to describe all terms and conditions thereof and is qualified in its entirety by reference to the form of the New Agreement which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Incorporation By Reference

 

This current report on Form 6-K is hereby incorporated by reference into the registration statement of Li Bang International Corporation Inc. on Form F-3 (File No. 333-291772), to be a part thereof from the date on which this current report on Form 6-K is submitted and to the extent not superseded by documents or reports subsequently filed or furnished.

 

Exhibit Index

 

Exhibit No.   Description
10.1*   English translation of the equity transfer agreement between Jiangsu Li Bang Intelligent Technology Co., Ltd., a wholly-owned subsidiary of Li Bang International Corporation Inc., and certain shareholders of Suzhou Yufengyuan Food Distribution Co., Ltd., dated April 17, 2026.

 

* Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Li Bang International Corporation Inc.
     
Date: April 22, 2026 By: /s/ Feng Huang
    Feng Huang
    Chief Executive Officer

 

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