MingZhu Logistics Enters Share Purchase Agreement to Acquire Mingzhuchun

Rhea-AI Summary

MingZhu Logistics (NASDAQ: YGMZ) has signed a Share Purchase Agreement to acquire 100% equity of Shenzhen Mingzhuchun Wine Co., Ltd., a liquor distributor operating through two subsidiaries in China. The acquisition terms include:

- Initial payment of 2 million ordinary shares
- Additional 2 million shares each as earnout payments for FY2025 and FY2026, contingent on Mingzhuchun achieving net income of at least $1 million in each year

This strategic acquisition marks MingZhu's expansion into China's commercial liquor distribution sector, specifically focusing on premium baijiu from Maotai Town, Guizhou, China's most prestigious white liquor production region.

Positive

• Strategic expansion into China's lucrative commercial liquor distribution sector
• Acquisition structured with performance-based earnout payments, protecting shareholder value
• Access to premium Maotai Town liquor distribution network
• Potential synergies with existing logistics operations

Negative

• Significant share dilution with potential issuance of up to 6 million ordinary shares
• Acquisition completion subject to closing conditions
• Integration risks entering new business sector

SHENZHEN, July 03, 2025 (GLOBE NEWSWIRE) -- MingZhu Logistics Holdings Limited ("MingZhu" or the "Company") (NASDAQ: YGMZ), an elite provider of logistics and transportation services to businesses, today announced it has entered into a Share Purchase Agreement (the "SPA") to acquire 100% equity of Shenzhen Mingzhuchun Wine Co., Ltd. (“Mingzhuchun”), which operates its liquor distribution business through its two subsidiaries Xiamen Bainian Qianzhuang Wine Group Co., Ltd. and Ningde Mingfu Wine Co., Ltd. in China.

Under the SPA, MingZhu shall acquire 100% of Mingzhuchun in exchange for the issuance of 2,000,000 ordinary shares of Mingzhu upon closing. The shareholder of Mingzhuchun shall receive additional First Earnout Payment of 2,000,000 ordinary shares and Second Earnout Payment of 2,000,000 ordinary shares respectively if the net income of Mingzhuchun is no lower than US$1 million for the fiscal year 2025 and 2026 respectively.

The closing of the transaction contemplated by the SPA is subject to the satisfaction of the closing conditions set forth therein.

The acquisition aligns with Mingzhu’s previously announced strategic plan to expand into China’s commercial liquor distribution sector, leveraging synergies with its existing business operations. As part of this initiative, the Company has been exploring partnerships with established liquor and spirits distributors in China to strengthen its nationwide distribution network, pending final agreements.

Mingzhuchun specializes in distributing high-quality liquor brewed in Maotai Town, Guizhou—the most renowned production hub for China’s iconic baijiu (white liquor). As the national drink of China, baijiu dominates the domestic spirits market and is a staple at celebrations, family gatherings, and business banquets. Maotai Town’s liquors, in particular, are celebrated for their exceptional heritage and craftsmanship, making them the gold standard in China’s liquor industry.

About MingZhu Logistics Holdings Limited (NASDAQ: YGMZ)

Established in 2002 and headquartered in Shenzhen, China, MingZhu Logistics Holdings Limited is a 4A-rated professional trucking service provider. Based on the Company’s regional logistics terminals in Guangdong Province, MingZhu Logistics Holdings offers tailored solutions to our clients to deliver their goods through our network density and broad geographic coverage across the country by a combination of self-owned fleets tractors and trailers and subcontractors’ fleets. For more information, please visit ir.szygmz.com.

Forward-Looking Statements

The statements in this press release regarding the Company's future expectations, plans and prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding plans, goals, objectives, strategies, future events, expected performance, assumptions and any other statements of fact that have not occurred. Any statements that contain the words “may”, “will”, “want”, “should”, “believe”, “expect”, “anticipate”, “estimate”, “calculate” or similar statements that are not factual in nature are to be considered forward-looking statements. Actual results may differ materially from historical results or from those expressed in these forward-looking statements as a result of a variety of factors. These factors include, but are not limited to, the Company's strategic objectives, the Company's future plans, market demand and user acceptance of the Company's products or services, technological advances, economic trends, the growth of the trucking services market in China, the Company's reputation and brand, the impact of industry competition and bidding, relevant policies and regulations, fluctuations in China's macroeconomic conditions, and the risks and assumptions disclosed in the Company's reports provided to the CSRC (China Security Regulatory Commission).

In addition, the following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the outcome of any legal proceedings that have been, or will be, instituted against Mingzhucun or other parties to the SPA following announcement of the SPA and transactions contemplated therein; the ability of MingZhu to meet NASDAQ listing standards following the transaction and in connection with the consummation thereof; the inability to complete the transactions contemplated by the SPA due to the failure to meet any closing conditions to the SPA; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the announcement of the SPA and consummation of the transaction described therein; costs related to the proposed acquisition; changes in applicable laws or regulations; the ability of the post-transaction company to meet its financial and strategic goals, due to, among other things, competition; the ability of the post-transaction company to grow and manage growth profitability, maintain relationships with customers and retain its key employees; the possibility that the post-transaction company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission (the “SEC”) by MingZhu.

For these and other related reasons, we advise investors not to place any reliance on these forward-looking statements, and we urge investors to review the Company's relevant SEC filings for additional factors that may affect the Company's future results of operations. The Company undertakes no obligation to publicly revise these forward-looking statements subsequent to the filing of these documents as a result of changes in particular events or circumstances.

For further information, please contact.

MingZhu Logistics Holdings Limited: 

Jingwei Zhang
Email: company@szygmz.com
Phone: +86 186-5937-1270

FAQ

What are the terms of MingZhu Logistics (YGMZ) acquisition of Mingzhuchun?

MingZhu will issue 2 million ordinary shares initially, with potential additional 4 million shares as earnout payments contingent on Mingzhuchun achieving $1 million net income in FY2025 and FY2026.

How many shares could YGMZ potentially issue for the Mingzhuchun acquisition?

YGMZ could issue up to 6 million ordinary shares in total - 2 million at closing and two additional earnout payments of 2 million shares each, based on performance targets.

What is the strategic rationale behind YGMZ's acquisition of Mingzhuchun?

The acquisition allows YGMZ to expand into China's commercial liquor distribution sector, specifically focusing on premium baijiu from Maotai Town, while leveraging synergies with its existing logistics operations.

What are the earnout conditions for the Mingzhuchun acquisition by YGMZ?

Mingzhuchun must achieve net income of at least $1 million in both fiscal year 2025 and 2026 to receive additional earnout payments of 2 million shares for each year.

What type of liquor does Mingzhuchun distribute?

Mingzhuchun specializes in distributing high-quality baijiu (white liquor) from Maotai Town, Guizhou, which is considered the most prestigious production hub for China's national spirit.