YOURAN DAIRY (09858.HK) signs asset swap with Saikexing, pays RMB140 million cash, plans spin-off
NewTimeSpace News: On November 9, 2026 (after trading hours), China Youran Dairy Group Limited (09858.HK) announced that its wholly-owned subsidiary Inner Mongolia Youran Dairy Co., Ltd. entered into an asset swap agreement with Saikexing, under which Inner Mongolia Youran will acquire all equity interests in the injected subsidiaries from Saikexing and sell all equity interests in the disposed subsidiaries to Saikexing, paying Saikexing in cash the difference of RMB140,042,500 between the two considerations. The transactions are inter-conditional and will take effect simultaneously.
The disposed subsidiaries — Jumucheng Technology and Muquan Feed, which together directly hold all equity in nine subsidiaries — are mainly engaged in the production and sale of precision feed and ruminant farming consumables, with a consideration of RMB3.228 billion based on the income approach, representing a premium of about 221.21% over the pro forma consolidated equity book value of RMB1.005 billion at the valuation date. The injected subsidiaries, wholly-owned directly by Saikexing, are mainly engaged in dairy farming and the production and sale of raw milk, with a consideration of RMB3.368 billion based on the asset-based approach, a premium of about 24.51% over the book value of RMB2.705 billion. Upon completion, the company's indirect interest in the disposed subsidiaries will fall from 100% to 66.86%, while its interest in the injected subsidiaries will rise from 66.86% to 100%; both will remain subsidiaries and continue to be consolidated, and the group expects to record no gain or loss on the swap.
The transaction constitutes a disclosable transaction under Chapter 14 of the Listing Rules (highest applicable percentage ratio above 5% but below 25%) and will result in the separate listing of the disposed subsidiaries' business, constituting a spin-off under PN15. The company has submitted a PN15 application to the Stock Exchange and applied for a waiver from paragraph 3(f) of PN15 regarding the assured entitlement requirement. Inner Mongolia Youran has undertaken that the disposed subsidiaries' net profit attributable to owners of the parent, excluding non-recurring gains and losses, will be no less than RMB291.5 million and RMB299.2 million for 2027 and 2028 respectively, or RMB590.7 million cumulatively, with compensation capped at RMB3.228 billion. The proposed asset swap and spin-off are subject to conditions including prevailing market conditions, the Stock Exchange's approval of the PN15 application and grant of the waiver, and review and/or registration by the CSRC and/or the National Equities Exchange and Quotations. There is no assurance that they will proceed or when.
