Stepson shares control changes hands, Yanfeng Digital proposes to take over for 300 million yuan: No plans for restructuring, listing, or injecting related-party assets within 3 years

Everyday Reporter | Wen Duo Everyday Editor | Liao Dan

On March 20, 2026, *ST Bosen (SZ002569, hereinafter referred to as Bosen Co., Ltd.)'s control rights underwent a major change.

The company’s controlling shareholder, Baoji Fangweitongchuang Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as Fangweitongchuang), signed a “Share Transfer Agreement” with Guangzhou Yanfeng Digital Technology Co., Ltd. (hereinafter referred to as Yanfeng Digital). Yanfeng Digital plans to acquire a 14.81% stake in the listed company for approximately 302 million yuan.

After the transaction is completed, Yanfeng Digital will become the company’s controlling shareholder, and its actual controller, Wang Bo, will become the new actual controller of Bosen Co.

Whether this control change can bring a turning point to this men’s clothing company, which has been continuously losing money and faces delisting risk, has become the market’s focus.

What is Yanfeng Digital’s background?

According to the announcement released by Bosen Co. on the evening of March 20, the company’s controlling shareholder, Fangweitongchuang, has officially signed a share transfer agreement with Yanfeng Digital. Fangweitongchuang plans to transfer 21,333,800 shares of the company to Yanfeng Digital through an agreement transfer.

The total transaction price is 301.575 million yuan, with the corresponding unit price of the shares approximately 14.136 yuan per share.

Previously, the company’s stock was suspended from trading starting from the market opening on March 16, 2026, with an initial plan to suspend for no more than two trading days. Later, due to ongoing negotiations on the overall plan, the suspension was extended. The latest announcement states that trading will resume on March 23, 2026 (Monday).

Yanfeng Digital, as the counterparty in this transaction, appears to have certain financial strength based on the transaction price of 302 million yuan. However, the announcement provides limited details about Yanfeng Digital’s specific business scope, operational status, or shareholder structure.

According to Tianyancha, Yanfeng Digital was established in August last year with a registered capital of 56.1867 million yuan, and its business scope is software development.

The control change of Bosen Co. is not the first. On June 14, 2024, Baoji Fangweitongchuang Enterprise Management Partnership (Limited Partnership) acquired the company’s shares for 162 million yuan, becoming the controlling shareholder.

Subsequently, due to Bosen Co. appointing Qin Benping, former chairman and general manager of Shaanxi Xifeng Liquor Co., Ltd., to the company, there was widespread speculation about a possible “Xifeng Liquor backdoor listing,” which the company repeatedly denied.

It is worth noting that Fangweitongchuang also attempted capital operations. In September 2025, the listed company announced plans to cash out 35% of its stake in Shaanxi Bosen Apparel Intelligent Manufacturing Co., Ltd. to optimize asset structure, improve cash flow, and focus on core business. However, on the evening of December 12, three months later, the company announced that the transaction was terminated after parties failed to reach agreement on key terms such as price and plan.

Now, less than two years after the state-owned assets took control, Fangweitongchuang has chosen to exit, transferring control to Yanfeng Digital.

No plans for restructuring, listing, or related-party asset injection within three years

As a former top-tier brand in China’s men’s clothing industry, Bosen has faced ongoing operational pressure in recent years.

Financial data shows that from 2022 to 2024, Bosen’s revenue declined from 155 million yuan to 132 million yuan annually, with net profit attributable to shareholders remaining in loss for three consecutive years.

In the first three quarters of 2025, Bosen achieved revenue of 88.99 million yuan and a net loss of 5.66 million yuan.

The company’s 2025 performance forecast indicates that the full-year revenue will be between 120 million and 170 million yuan, compared to 132 million yuan in the same period last year. The net profit attributable to shareholders is expected to be a loss of 9 million to 13 million yuan, compared to a loss of over 50 million yuan in the same period last year.

Although a turnaround is expected, the revenue after deducting non-recurring gains and losses remains below the delisting threshold of 300 million yuan.

According to Article 9.3.1 of the Shenzhen Stock Exchange Listing Rules, if a listed company reports “the lowest of the total profit, net profit, and net profit after deducting non-recurring gains and losses for the most recent audited fiscal year is negative, and the revenue after deducting non-recurring gains and losses is below 3 billion yuan,” the company’s stock trading will be subject to a “risk warning of delisting” based on the 2024 audit report. Additionally, if “the lowest of the net profits before and after deducting non-recurring gains and losses for the past three fiscal years is negative, and the latest year’s audit report shows the company’s ongoing viability is uncertain,” the stock will continue to be under “other risk warning.”

If the audited indicators for 2025 meet the conditions specified in Article 9.3.12 of the Shenzhen Stock Exchange Listing Rules, the stock will be delisted.

Regarding the arrangement after Yanfeng Digital takes control, Wang Bo and Yanfeng Digital have promised: “After this control change, there are no clear plans within the next 12 months to sell, merge, or jointly invest or cooperate with other parties regarding the assets and business of the listed company and its subsidiaries (except for the reason of reducing registered capital in Shaanxi Bosen, which triggers a major asset restructuring). There are also no clear plans to acquire or exchange major assets through the listed company. Within 36 months after this equity change, there are no plans or arrangements for restructuring or injecting related-party assets into the listed company.”

The announcement also states that, given the company’s current small net assets and difficulty in acquiring major assets, the company intends to continue strengthening and expanding its existing business to ensure that its main operations remain stable.