8 Million "Half-Price" Subsidiary Equity Liquidation Sales Subject to Regulatory Inquiry, Yonghui Supermarket: Complies with Shareholder Interests

On the evening of March 16, Yonghui Superstores (601933.SH) issued a notice in response to the Shanghai Stock Exchange regarding regulatory work related to the company’s sale of its remaining equity in Yonghui Yunjin Technology Co., Ltd. (hereinafter referred to as “Yunjin Technology”).

The announcement disclosed that Yonghui Superstores plans to transfer a 28.095% stake in Yunjin Technology to its controlling shareholder, Shanghai Paihui Technology Co., Ltd. (hereinafter referred to as “Paihui Technology”), for 80 million yuan. The transaction price is significantly lower than Yunjin Technology’s historical valuation and book value, raising regulatory concerns about the reasonableness of the deal and whether it damages the interests of the listed company.

Yunjin Technology was established in December 2019 as a wholly owned subsidiary with an investment of 500 million yuan, to develop supply chain finance and serve the retail ecosystem. Over the following years, Yonghui Superstores sold all its shares in three separate transactions.

In June 2024, to implement the strategy of “focusing on core businesses and divesting non-core assets,” Yonghui Superstores reached an agreement with Paihui Technology to sell 65% of its controlling stake in Yunjin Technology for 378 million yuan, valuing the entire company at approximately 581 million yuan.

In September 2025, Yonghui Superstores sold an additional 6.905% stake in Yunjin Technology to Paihui Technology for 41.45 million yuan. This sale was part of the company’s ongoing efforts to exit financial-related businesses and gradually activate assets.

In January of this year, to fully exit financial-related businesses and accelerate asset recovery and capital inflow, Yonghui Superstores planned to transfer its remaining 28.095% stake in Yunjin Technology to Paihui Technology for 80 million yuan. This price represents a “half-off” sale compared to previous valuations.

On December 30, 2025, Yonghui Superstores first listed its 28.095% stake in Yunjin Technology on the Chongqing United Property Exchange, with a starting price of 177 million yuan. Due to a lack of interested buyers, Yonghui Superstores reduced the price twice, to 153 million yuan and then to 120 million yuan, but still failed to sell. To prevent the asset disposal process from stalling, Yonghui Superstores negotiated with Paihui Technology based on the market feedback at the 120 million yuan starting price. After negotiations, the final transaction price was set at 80 million yuan.

In response to inquiries about the reasonableness and fairness of selling the remaining stake at a price significantly below book value and historical valuation, and whether it damages the interests of the listed company, Yonghui Superstores stated that its initial investment in Yunjin Technology was 500 million yuan. Before the June 2024 sale of the controlling stake, the company, as the controlling shareholder, made necessary resource investments. Since Paihui Technology became the controlling shareholder, the daily operations and capital expenditures of Yunjin Technology have been led by Paihui Technology, with the company only as a shareholder without further major investments.

According to the company, the significant decline in Yunjin Technology’s performance after the initial transfer of control is a key reason for its valuation discount. Its net profit dropped from 92.23 million yuan in 2023 to 38.60 million yuan in 2024, and further to 16.99 million yuan in 2025, a decline of over 80% over two years.

Yonghui Superstores explained that the performance decline is mainly due to the tightening of regulatory oversight in the financial sector, a slowdown in the expansion of its original business, and the company’s strategic decision to shrink its corporate and consumer finance operations to control risks, which directly reduced operating income.

Additionally, in June 2024, when Yonghui Superstores first sold its controlling stake in Yunjin Technology, the company was performing at its peak, and the controlling stake carried a strategic synergy premium, with an overall valuation of 581 million yuan. In contrast, the valuation of the remaining minority stake at the time of the latest sale was based on Yunjin Technology’s annualized net profit, which was only 18.4% of the initial transaction’s profit. Under this context, the market (through public listing without an asking price) and the transaction counterparties have accordingly adjusted their valuation levels, which aligns with internal business logic.

Yonghui Superstores stated that, given the lack of interested buyers in the open market and the ongoing risk of asset impairment, continuing to hold this stake would tie up company funds and increase risk exposure. The current transaction allows the company to divest from financial assets, quickly recover 80 million yuan in cash, and reinvest those funds into core retail operations, improving capital efficiency. This approach is fundamentally in the overall interests of the listed company and all shareholders.

In recent years, Yonghui Superstores has faced continuous performance pressure. On January 20, the company announced that it expects a net loss attributable to shareholders of 2.14 billion yuan for 2025, compared to a loss of 1.47 billion yuan in the same period last year. This indicates that since 2021, the company has experienced five consecutive years of net losses attributable to shareholders.