Legend Holdings (03396) announced that its subsidiary has entered into several agreements aimed at optimizing the shareholding structure of Xinrongmao and Xinguo Jiayuan through a joint acquisition approach. The agreements, signed on March 9, 2026, follow extensive negotiations between Joyvio and the management team of Xinrongmao to facilitate the capitalization path of the group's fruit business segment.
Under the terms of the agreements, Xinrongmao, an indirect non-wholly-owned subsidiary, repurchased approximately 57.35 million of its own shares, representing about 14.13% of its issued share capital, from Junlian Shengyuan, Xiamen C&D, and Longmen Fund for a total consideration of RMB 1.086 billion. Following this buyback, approximately 6.62% of the repurchased shares will be allocated for employee incentive purposes.
Concurrently, Joyvio Agricultural Investment, an affiliate of the Joyvio Group, acquired approximately 19.75 million shares, or 4.87% of Xinrongmao, from the Rural Industry Fund for RMB 420 million. Post-transaction, Joyvio Agricultural Investment and Joyvio Agriculture collectively hold approximately 179.9 million shares in Xinrongmao, representing a 44.32% stake.
Furthermore, Xinrongmao entered into a share grant agreement with key management individuals and Hong Kong Fengshen Group, issuing approximately 26.88 million shares, or 6.62% of its capital, as incentive awards. Despite this issuance, Xinrongmao will remain a subsidiary of Legend Holdings.
In a related move, Joyvio Industrial Development, an indirect subsidiary, acquired a combined 10.6448% equity stake in Xinguo Jiayuan from Longmen Fund, Xiamen C&D, Junlian Capital, and Junlian Shengyuan for RMB 121 million. Upon completion, the Joyvio entities will hold approximately 76.0104% of Xinguo Jiayuan.
A separate agreement was also signed concerning Xinrongmao's listing objectives, repurchase triggers, and exit mechanisms. The decision to pursue these transactions stems from the stalled A-share listing plan for Xinrongmao and the rejection of its Hong Kong listing proposal by shareholders, which has hindered the realization of its enterprise value and prompted exit demands from certain investors. The joint acquisition strategy is designed to facilitate the exit of these shareholders and advance Xinrongmao's Hong Kong listing process, supporting the group's strategic development and value realization for its fruit segment.
Given the uncertainties surrounding agricultural company listings in Hong Kong, Legend Holdings has mandated that management commit to a listing timeline. Should Xinrongmao fail to file a qualified listing application by September 30, 2027, and achieve listing by December 31, 2027, the group retains the option to fully exit via a management buyback, securing an exit path for Joyvio. In reciprocity, management secured a subordinate sell option should the group waive its priority sell right.
The transactions are also expected to incentivize the management team to enhance performance in a competitive landscape, thereby bolstering the prospects for a successful listing. Additionally, the group will increase its stake in Xinguo Jiayuan to concentrate resources on developing branded fruit operations.
Legend Holdings believes that these agreements align with its strategic direction and will enhance overall shareholder value.
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