Yonghui Supermarket Replies to Shanghai Stock Exchange Regulatory Letter Regarding Sale of Remaining YunJin Technology Equity - Detailed Explanation of Valuation Fairness and Transaction Arrangements

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Yonghui Supermarket Co., Ltd. (Stock code: 601933, Stock abbreviation: Yonghui Supermarket) issued a notice on March 17th, responding to the regulatory work letter from the Shanghai Stock Exchange regarding the company’s asset sale matters. The company detailed the history of previous equity sales of target companies, the basis and fairness of the current transaction pricing, and explained issues related to transaction arrangements.

The announcement shows that Yonghui Supermarket recently received the “Regulatory Work Letter on Asset Sale Matters of Yonghui Supermarket Co., Ltd.” (Shanghai Stock Exchange Official Letter [2026] No. 0130). The company carefully verified and responded to questions about the fairness of the transaction price and transaction arrangements mentioned in the letter.

History of Equity Sales of Yunjin Technology

In December 2019, Yonghui Supermarket invested 500 million yuan to establish a wholly-owned subsidiary, Yonghui Yunjin Technology Co., Ltd. (referred to as “Yunjin Technology”), aiming to develop supply chain finance business. Subsequently, to implement the strategy of “focusing on core businesses and divesting non-core operations,” the company sold Yunjin Technology shares in three separate transactions.

• In June 2024, sold a 65% controlling stake in Yunjin Technology to Shanghai Paihui Technology Co., Ltd. (referred to as “Paihui Technology”) for 378 million yuan. The valuation for 100% equity was approximately 581 million yuan, based on audited net assets as of April 30, 2024. Paihui Technology has no related relationship with the company.
• In September 2025, continued to sell 6.905% of Yunjin Technology shares to Paihui Technology for 41.45 million yuan, based on the net assets of the consolidated financial statements as of June 30, 2025. Since the transaction amount and profit generated accounted for less than 10% of the company’s relevant indicators, it did not meet disclosure standards.
• In January 2026, planned to sell the remaining 28.095% stake to Paihui Technology for 80 million yuan. The pricing was based on the results of public listing on the Chongqing United Property Rights Exchange (after two price adjustments to 120 million yuan, no qualified buyers were found), negotiated and agreed upon by both parties.

Fairness of Current Transaction Pricing

The company states that the current transaction price was “negotiated based on the liquidation of obstacles after the public market listing failed to attract interested buyers.” Although the transaction price is significantly lower than the book value and previous valuations, it is considered commercially reasonable, mainly due to:

Yunjin Technology’s performance has continued to decline sharply since 2023, with net profit dropping from 92.23 million yuan in 2023 to 16.99 million yuan in 2025, a cumulative decline of over 80% over two years. The decline is mainly due to stricter regulation of the quasi-financial industry, integration transition after changes in controlling rights, and the company’s proactive reduction of related business investments.

Additionally, three major obstacles led to valuation discounts: First, according to the “Chongqing Local Financial Regulations,” changing more than 5% of local financial organization equity requires prior approval, which is time-consuming and uncertain, affecting potential buyers’ willingness to quote; second, the non-controlling minority equity attribute means the company, as a minority shareholder, has limited influence on the target company’s operational decisions, which does not meet the core interests of mainstream investors; third, tightening industry regulatory policies, such as the “Guidelines for Managing the Overall Financing Cost of Microfinance Companies,” have compressed profit margins, leading to a re-evaluation of related license assets.

The company believes that, given the failure to attract interested buyers in the public market listing and the potential impairment risks of continued holding, this transaction allows for the quick recovery of 80 million yuan in cash investment into core retail operations, aligning with the overall interests of the listed company and all shareholders.

Transaction Arrangements and Protective Measures

Regarding the long payment period for the transfer price, the company states that Paihui Technology has the capacity to fulfill the contract. Its parent company, Xin Ye Technology, reported a net profit of 640 million yuan in Q3 2025, with total cash and short-term investments of about 7 billion yuan. The second installment payment is contingent upon obtaining relevant regulatory approvals, which is consistent with industry practice for regulated asset transactions, and staged payments are a necessary compromise to facilitate the deal.

To protect the interests of the listed company, the transaction agreement includes several safeguards, such as a deposit guarantee mechanism (a 1 million yuan deposit for the first phase, which can be forfeited if the other party causes failure to complete the transfer), clear payment deadlines and conditions, breach liabilities for overdue payments, the right to unilaterally terminate the contract, and arrangements for the recovery of equity after contract termination.

As verified, as of the date of this reply, the company and its controlling subsidiaries have not provided any loans, entrusted loans, advances, guarantees, or other forms of funding to Yunjin Technology, and all operational-related receivables have been settled. This transaction does not constitute a related-party transaction, and the company has no potential related-party relationships or undisclosed agreements or interests with Paihui Technology.

This transfer agreement is subject to approval by the company’s board of directors and the relevant regulatory authorities before it can be officially implemented.

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