On October 13, Yonghui Supermarket announced that on October 12, the company received a notice of acceptance from the Shanghai International Economic and Trade Arbitration Commission (hereinafter referred to as the "Shanghai International Economic and Trade Arbitration Commission"), the main content of which is: the Shanghai International Economic and Trade Arbitration Commission received the arbitration application and attachments submitted by the company on the arbitration case of the "Share Transfer Agreement" and the "Supplementary Agreement" between Yonghui Supermarket and Dalian Yujin Trading Co., Ltd., Wang Jianlin, Sun Xishuang and Dalian Yifang Group Co., Ltd., and decided to accept it on October 12, 2024.
According to the announcement, the respondents of the arbitration claim, Wang Jianlin, Sun Xishuang and Dalian Yifang Group, were jointly and severally liable for the total amount of RMB 3.859 billion for the transfer price of the remaining shares, liquidated damages for accelerated maturity and attorney's fees.
Screenshot from the official website of Yonghui Supermarket.
According to the announcement, on December 8, 2023, Yonghui Supermarket and Dalian Yujin signed the "Share Transfer Agreement between Yonghui Supermarket Co., Ltd. and Dalian Yujin Trading Co., Ltd. on Dalian Wanda Commercial Management Group Co., Ltd." (hereinafter referred to as the "Share Transfer Agreement"), and the company sold about 389 million shares of Dalian Wanda Commercial Management Group Co., Ltd. held by the company to Dalian Yujin. The share transfer price corresponding to the underlying shares is 4.53 billion yuan, which will be paid by Dalian Yujin in eight installments.
On July 26, 2024, the Company signed the "Supplementary Agreement between Yonghui Supermarket Co., Ltd., Dalian Yujin Trading Co., Ltd., Wang Jianlin, Sun Xishuang and Dalian Yifang Group Co., Ltd. on the Share Transfer Agreement of Dalian Wanda Commercial Management Group Co., Ltd." (hereinafter referred to as the "Supplementary Agreement") with Dalian Yujin, Wang Jianlin, Sun Xishuang and Dalian Yifang Group Co., Ltd. (hereinafter referred to as the "Supplementary Agreement"). According to the relevant provisions of the Supplemental Agreement, the remaining share transfer price of the transfer of shares totals 3.839 billion yuan will be paid in eight installments (specifically the third to tenth installments), of which the agreed payment time for the fourth phase of the share transfer price is September 30, 2024, and the agreed payment amount is 300 million yuan. According to the Supplemental Agreement, Wang Jianlin, Sun Xishuang and Dalian Yifang Group will provide guarantees for the payment of the remaining transfer price. In view of the fact that Dalian Yujin failed to fulfill its payment obligations as agreed, and Wang Jianlin, Sun Xishuang and Dalian Yifang Group did not assume the guarantee liability, in order to safeguard the legitimate rights and interests of the company, the company filed an arbitration application with the Shanghai State Arbitration Commission.
On October 10, Yonghui Supermarket announced that according to the "Supplementary Agreement to the Transfer Agreement" in the "Announcement of Yonghui Supermarket Co., Ltd. on Adjusting the Asset Sale Plan", the fourth phase of the equity transfer of 300 million yuan should be paid before September 30, 2024. As of the disclosure date of the announcement, the company has not received the transfer money, and the purchaser, Dalian Yujin Trading Co., Ltd. (hereinafter referred to as "Dalian Yujin"), has not fulfilled its payment obligations as agreed, which has constituted a breach of contract.
Yonghui Supermarket said that the company had issued an accelerated expiration notice letter to Dalian Yujin, Wang Jianlin, Sun Xishuang and Dalian Yifang Group Co., Ltd., requiring Dalian Yujin to pay the company immediately, and asking Wang Jianlin, Sun Xishuang and Dalian Yifang Group Co., Ltd. to bear joint and several guarantee liability. At the same time, the company will file an arbitration with the Shanghai International Economic and Trade Arbitration Commission to investigate the legal liability of Dalian Yujin, Wang Jianlin, Sun Xishuang and Dalian Yifang Group Co., Ltd.
Yonghui Supermarket said that there was a risk that the above-mentioned equity transfer agreement could not be performed in a timely manner.
Screenshot from the official website of Yonghui Supermarket.
According to the official website of Yonghui Supermarket, Yonghui Supermarket was established in 2001 and listed on the A-share market in 2010 with the stock code 601933. SH is one of the top 500 enterprises in China, and a state-level "circulation" and "agricultural industrialization" double leading enterprise.
According to a previous report by China City Daily, on the evening of September 23, MINISO issued an announcement to acquire 29.4% of the equity of Yonghui Supermarket for 6.27 billion yuan.
The next day, Yonghui Supermarket announced on September 24 that the company's shareholders Dairy Farm Co., Ltd. (hereinafter referred to as "Dairy Farm Company"), Beijing Jingdong Century Trade Co., Ltd. (hereinafter referred to as "Jingdong World Trade Co., Ltd.") and Suqian Hanbang Investment Management Co., Ltd. (hereinafter referred to as "Suqian Hanbang", which are persons acting in concert with JD World Trade Center) intend to transfer their Yonghui Supermarket Co., Ltd. (hereinafter referred to as "Juncai International") to Guangdong Juncai International Trading Co., Ltd. (hereinafter referred to as "Juncai International") respectively through agreement transfer"Yonghui Supermarket") 1,913,135,376 shares, 367,227,196 shares and 387,772,804 shares, representing 21.08%, 4.05% and 4.27% of the company's total share capital, respectively.
After the completion of this transaction, the largest shareholder of Yonghui Supermarket will be changed to Juncai International (a wholly-owned subsidiary of MINISO), holding a total of 29.40% of Yonghui Supermarket's shares, and JD World Trade Center's shareholding ratio will be reduced from 6.98% to 2.94%.
At the beginning of the establishment of Yonghui Supermarket, Zhang Xuanning and Zhang Xuansong, the founders of Yonghui Supermarket, focused on the field of fresh food and took a different path from the development of international supermarket chains Wal-Mart and Carrefour. Yonghui Supermarket, the first supermarket to open, occupies about 60% of its fresh food area. In 2010, Yonghui Supermarket was listed on the Shanghai Stock Exchange. In 2015 and 2017, JD.com and Tencent successively invested in Yonghui Supermarket, and in 2018, the market value of Yonghui Supermarket once exceeded 100 billion yuan, and the number of chain supermarkets also exceeded 1,000 in 2020.
However, in the new retail era, due to the competition of online shopping, community group buying, intra-city delivery and other formats, Yonghui Supermarket's revenue has been declining in recent years. From 2021 to 2023, Yonghui Supermarket's net profit after deducting non-profits will be -3.833 billion yuan, -2.565 billion yuan and -1.976 billion yuan respectively, with a cumulative loss of about 8.375 billion yuan in three years.
According to the financial report, as of September 23, 2024, the number of Yonghui supermarket stores is 838, and thousands of chains have become history. At the close of trading on September 25, the market value of Yonghui Supermarket was 24.775 billion yuan, which was not the same as the market value of 100 billion yuan.
■Synthesized from the official website of Yonghui Supermarket and China City Daily
■Editor: Yue Yue, Zhang Grandma