Analysis on the Pricing Rationality and Impact on Shareholder Interests of YTO Express (600233)'s Related-Party Acquisition of Wanjia Hi-Tech

Based on the data I have collected, let me provide you with a comprehensive professional analysis of this related-party acquisition transaction.

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:

• Acquirer
  : YTO Express’s wholly-owned subsidiary YTO Express Co., Ltd.
• Seller
  : Shanghai Yuanhong Property Management Co., Ltd. (related party)
• Target Asset
  : 100% equity interest in Beijing Wanjia Hi-Tech Technology & Trade Development Co., Ltd.
• Transaction Consideration
  : RMB 305 million
• Transaction Nature
  : Related-party transaction, not constituting a major asset restructuring

: Wanjia Hi-Tech is a wholly-owned grandchild subsidiary of Shanghai YTO Jiaolong Investment Development (Group) Co., Ltd., the controlling shareholder of YTO Express. This transaction is an asset transfer between related parties under the same ultimate controller [1][2].

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According to the announcement disclosure, the evaluation institution adopted the

to value Wanjia Hi-Tech, with specific data as follows [1][2]:

Indicator	Value
Book Net Assets (as of November 30, 2025)	RMB 23.379 million
Evaluated Value	RMB 305 million
Evaluation Premium Amount	RMB 281.621 million
Evaluation Premium Rate	1,204.59%

:

• Wanjia Hi-Tech’s book net assets are only RMB 23.379 million, with zero liabilities, and the evaluation premium rate exceeds 12 times, showing a significant evaluation premium
• The target asset has been
  incurring small losses
  in recent years: net profit of -RMB 0.4376 million in 2024, net profit of -RMB 0.8767 million from January to November 2025 [1][2]
• The logic of valuing a loss-making enterprise using the income method deserves in-depth scrutiny

Time Node	Transaction Price	Transaction Parties	Price Change
April 2025	RMB 379 million	Shanghai Yuanhong Property Management Co., Ltd. acquired Wanjia Hi-Tech	—
January 2026	RMB 305 million	YTO Express Co., Ltd. acquired Wanjia Hi-Tech	Decreased by RMB 74 million (-19.5%)

:

• Within only 9 months, the transfer price of the same target asset decreased by RMB 74 million, a drop of 19.5%
• The pricing basis and rationality of the previous transaction (RMB 379 million) are also worthy of discussion
• Both transactions were completed within the controlling shareholder’s system, potentially carrying the risk of interest transfer [1][2]

Evaluation Dimension	Analysis Conclusion
Evaluation Method	The selection of using the income method to value a loss-making enterprise is controversial
Premium Magnitude	The 1,204.59% evaluation premium rate is significantly high, lacking sufficient basis
Historical Price	The price dropped by 19.5% in 9 months, casting doubt on pricing stability
Profitability	The target company has been continuously losing money, lacking positive cash flow support
Comprehensive Evaluation	The pricing is suspected of overvaluation, with insufficient rationality

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Based on YTO Express’s 2024 annual report and 2025 Q1-Q3 report data [0][1][2]:

Financial Indicator	Value	Transaction Proportion
Listed Company’s Net Assets	Approximately RMB 28.542 billion	1.07%
2024 Net Profit	RMB 2.877 billion	10.60%
2025 Q1-Q3 Net Profit (Annualized)	RMB 2.877 billion	Approximately 10%
Book Cash and Cash Equivalents	Approximately RMB 15 billion (estimated)	Approximately 2%

:

• The transaction amount (RMB 305 million) accounts for
  1.07%
  of the listed company’s net assets, with a relatively limited impact
• It accounts for
  10.60%
  of the annual net profit, having a certain impact on the current period’s profit
• The company has sufficient book cash, so the payment pressure is manageable [0]

:

• Land Resource Value
  : Wanjia Hi-Tech holds land resources located at the east of Yangjiaying Village, Renhe Area, Shunyi District, Beijing [1][2]
• Regional Layout Optimization
  : As a logistics hub in North China, improving infrastructure helps enhance regional competitiveness
• Business Synergy
  : Has strong relevance to YTO Express’s core logistics business

:

• Information disclosure on land nature, usage, and property right completeness is insufficient
• The target company’s software development, technical services and other businesses have questionable synergy with the express delivery core business
• The continuous loss state indicates the target company’s weak operating capability

Impact Dimension	Analysis Conclusion
Pricing Fairness	The 1,204.59% evaluation premium rate is significantly high, and the pricing of the related-party acquisition is unfavorable to minority shareholders
Information Transparency	Detailed information disclosure on the target asset is limited, making it difficult to accurately judge its true value
Interest Flow	The transaction is essentially an asset transfer within the controlling shareholder’s system, with potential suspicion of interest transfer
Voting Mechanism	Need to pay attention to the situation of related shareholders abstaining from voting and independent directors’ opinions
Compensation Commitment	Need to pay attention to whether there are performance wagering or impairment compensation arrangements
Comprehensive Impact	In the short term, there is a risk of dilution to minority shareholders’ interests; in the long term, the actual value of the asset needs to be observed

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:

• The income method evaluation result differs greatly from the book net assets
• The target company has been continuously losing money, with uncertain future profitability
• The transaction price dropped by 19.5% in 9 months, with an unstable pricing basis

:

• The counterparty is controlled by the same controlling shareholder as the listed company
• Multiple historical related-party transactions require vigilance against interest transfer
• Minority shareholders find it difficult to effectively supervise the fairness of the transaction

:

• The synergy between the target company’s business and the core business needs to be verified
• There is uncertainty in converting land resources into actual returns

Dimension	Suggestion
Short Term	Pay attention to the details of the transaction vote and independent directors’ opinions to assess whether there is excessive overpricing
Medium Term	Track the performance contribution and integration effect after Wanjia Hi-Tech is incorporated
Long Term	Observe the actual utilization value of the land asset and the effect of strategic synergy
Risk Tip	It is recommended that investors pay close attention to subsequent announcements, especially the full text of the asset evaluation report and performance commitment arrangements

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:
The pricing of this related-party acquisition is . The main basis is as follows:

1. The evaluation premium rate is as high as 1,204.59%, significantly deviating from the reasonable range
2. The target company has been continuously losing money, lacking profitability support
3. The transaction price dropped by 19.5% in 9 months, with insufficient pricing stability
4. The rationality of using the income method to evaluate a loss-making enterprise needs to be demonstrated

:

1. Short Term
   : Acquiring a continuously loss-making asset for RMB 305 million will have a certain dilution effect on the listed company’s current period profit and shareholder equity
2. Medium Term
   : If the land resources can be effectively converted into logistics facilities, it may generate strategic value
3. Long Term
   : The transaction structure is an asset transfer within the controlling shareholder’s system, and minority shareholders need to vigilantly monitor the risk of potential interest transfer

: The transaction structure transparency and pricing rationality of this related-party acquisition are insufficient. It is recommended that investors maintain a prudent attitude, focusing on independent directors’ opinions and subsequent performance commitment arrangements.

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[1] Securities Times - YTO Express’s Subsidiary Plans to Acquire 100% Equity of Wanjia Hi-Tech for RMB 305 Million to Improve Beijing Regional Infrastructure Layout (https://www.stcn.com/article/detail/3584431.html)

[2] Sina Finance - YTO Express’s Subsidiary Plans to Acquire 100% Equity of Wanjia Hi-Tech for RMB 305 Million to Improve Beijing Regional Infrastructure Layout (https://finance.sina.com.cn/roll/2026-01-09/doc-inhftpvm0324053.shtml)

[3] East Money - YTO Express: Wholly-Owned Subsidiary Plans to Acquire 100% Equity of Wanjia Hi-Tech for RMB 305 Million (https://wap.eastmoney.com/a/202601093614429856.html)

[0] Jinling AI Financial Database - Real-time Quotes and Financial Data of YTO Express (600233.SS)