Yimutian (Nasdaq: YMT) agrees to buy China hotel, land using billions of shares

Rhea-AI Filing Summary

Yimutian Inc. (YMT) filed a prospectus supplement for the resale of up to 42,307,692 ADSs, representing 1,057,692,300 Class A ordinary shares, issuable upon conversion or other settlement of up to US$10,000,000 in senior convertible promissory notes held by a selling shareholder. Each ADS represents 375 Class A ordinary shares. The company’s ADSs last closed at US$0.20 on Nasdaq on August 24, 2026.

Separately, Yimutian and its PRC subsidiary Beijing Yimutian agreed to acquire control of Qingdao Xingongguan Holiday Hotel Co., Ltd., which owns commercial and office properties appraised at about RMB116.2 million, for US$5,800,000 payable in 9,963,353,184 Class A shares. They also agreed to acquire land, buildings, and equipment assets appraised at about RMB143.5 million from Zhaodong Guohe Animal Husbandry Co., Ltd. for US$21,161,390, payable in 36,351,449,375 Class A shares. In both deals, share certificates are delivered only after an asset cleanup period of up to six months and execution of variable interest entity agreements.

Filing Explained

Under the two August 20 agreements, the acquisitions remain subject to conditions: the consideration shares are to be issued within 30 business days, but the relevant share certificate will not be delivered until asset cleanup and execution of the required VIE agreements, a process that may take up to six months.

Key Figures

ADSs registered for resale: 42,307,692 ADSs Class A ordinary shares represented by registered ADSs: 1,057,692,300 Class A ordinary shares Senior convertible promissory notes: US$10,000,000 +7 more

10 metrics

ADSs registered for resale 42,307,692 ADSs ADSs representing Class A ordinary shares issuable under up to US$10,000,000 of senior convertible notes

Class A ordinary shares represented by registered ADSs 1,057,692,300 Class A ordinary shares Underlying shares represented by up to 42,307,692 ADSs

Senior convertible promissory notes US$10,000,000 Aggregate principal amount of notes whose conversion may result in the registered ADSs

ADS to ordinary share ratio 1 ADS = 375 Class A ordinary shares Representation ratio for Yimutian Inc. ADSs

Recent ADS closing price US$0.20 per ADS Closing price on Nasdaq on August 24, 2026

Qingdao Xingongguan property appraisal RMB116.2 million Appraised value of commercial and office properties to be controlled via VIE

Qingdao Xingongguan purchase price US$5,800,000 Consideration payable in 9,963,353,184 Class A ordinary shares

Zhaodong Guohe target assets appraisal RMB143.5 million Appraised value of land, buildings, and equipment in Heilongjiang Province

Zhaodong Guohe purchase price US$21,161,390 Consideration payable in 36,351,449,375 Class A ordinary shares

Issuance price reference US$0.2183 per ADS Average ADS closing price over five trading days before August 20, 2026 used to set share issuance price

Key Terms

American depositary shares, senior convertible promissory note, variable interest entity, asset cleanup period, +1 more

5 terms

American depositary shares financial

"The Prospectus relates to the resale, from time to time, up to 42,307,692 American depositary shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

senior convertible promissory note financial

"pursuant to the terms of up to an aggregate principal amount of US$10,000,000 of senior convertible promissory note"

variable interest entity regulatory

"agreed to acquire control over 100% of the equity interests in Qingdao Xingongguan through the execution of a series of variable interest entity"

A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.

asset cleanup period financial

"The Equity Purchase Agreement provides for an asset cleanup period of up to six months"

China International Economic and Trade Arbitration Commission regulatory

"with disputes subject to arbitration before the China International Economic and Trade Arbitration Commission in Beijing"

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds The securities relate to resales by a selling shareholder of ADSs issuable under up to US$10,000,000 of senior convertible promissory notes; the filing describes resales by the selling shareholder and does not state that Yimutian Inc. will receive proceeds from those resale transactions.

FAQ

What is Yimutian Inc. (YMT) registering in this prospectus supplement?

Yimutian Inc. is registering the resale of up to 42,307,692 ADSs, representing 1,057,692,300 Class A ordinary shares, issuable upon conversion or otherwise under up to US$10,000,000 of senior convertible promissory notes held by a selling shareholder.

Does Yimutian Inc. (YMT) receive proceeds from the registered ADS resales?

The registered securities relate to a resale by the selling shareholder of ADSs issuable upon conversion of senior convertible notes. The filing describes resales by the selling shareholder; it does not state that Yimutian will receive proceeds from those resale transactions.

What acquisition is Yimutian Inc. (YMT) making in Qingdao Xingongguan?

Yimutian agreed to acquire control over 100% of Qingdao Xingongguan Holiday Hotel Co., Ltd., which owns commercial and office properties appraised at about RMB116.2 million, for a purchase price of US$5,800,000 payable in 9,963,353,184 Class A ordinary shares.

What assets is Yimutian Inc. (YMT) buying from Zhaodong Guohe Animal Husbandry?

Yimutian agreed to acquire land, buildings, and equipment in Heilongjiang Province with an appraised value of about RMB143.5 million for a purchase price of US$21,161,390, payable via issuance of 36,351,449,375 Class A ordinary shares to Zhaodong Guohe.

How were the share issuance prices determined in Yimutian Inc. (YMT)’s purchase agreements?

For both the equity and asset purchase agreements, the issuance price was based on the average closing price of Yimutian’s ADSs on Nasdaq over the five trading days before August 20, 2026, which was US$0.2183 per ADS, with each ADS representing 375 Class A ordinary shares.

What is the purpose of the asset cleanup periods in Yimutian Inc. (YMT)’s agreements?

Each agreement provides for an asset cleanup period of up to six months, during which the respective sellers must resolve debts, encumbrances, and claims on the assets. Share certificates are not delivered until this period ends and required VIE agreements and conditions are satisfied.

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Available on EDGAR 08/26/2026 - 04:19 PM Accepted by SEC EDGAR 08/26/2026 - 04:08 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

 Registration Statement No. 333-293952

Prospectus Supplement No. 6

(To Prospectus dated March 9, 2026)

Up to 42,307,692 American Depositary Shares Representing up to 1,057,692,300 Class A Ordinary Shares

 

Yimutian Inc.

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated March 9, 2026 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-293952), as amended and supplemented. The Prospectus relates to the resale, from time to time, up to 42,307,692 American depositary shares (the “ADSs”), representing 1,057,692,300 Class A ordinary shares, par value of US$0.00001 per share, of Yimutian Inc. (the “Company”) issuable upon the conversion or otherwise pursuant to the terms of up to an aggregate principal amount of US$10,000,000 of senior convertible promissory note (the “Notes”) issued or issuable to the selling shareholder named in the Prospectus (the “Selling Shareholder”), pursuant to the terms of that certain securities purchase agreement, dated as of December 8, 2025 (the “Securities Purchase Agreement”), by and between the Company and the Selling Shareholder, from time to time and upon the terms and conditions thereof (assuming full conversion of the Notes and interest payments made in ADSs at a price of US$0.26 per share, the current floor price of the Initial Note). Each ADS represents 375 Class A ordinary shares.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our ADSs are listed on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “YMT”. On August 24, 2026, the closing price for our ADSs on Nasdaq was US$0.20 per ADS.

We may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendments or supplements as required. You should read the entire Prospectus, this prospectus supplement and any amendments or supplements carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 28 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 26, 2026.
 

Entry into Definitive Agreements

On August 20, 2026, Yimutian Inc., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), together with its wholly-owned subsidiary, Beijing Yimutian Network Technology Co., Ltd. (“Beijing Yimutian”), entered into two definitive agreements as described below.

Equity Purchase Agreement

On August 20, 2026, the Company and Beijing Yimutian entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Ning Zhang and Kuili Zhang (collectively, the “Sellers”), pursuant to which the Company and Beijing Yimutian agreed to acquire control over 100% of the equity interests in Qingdao Xingongguan Holiday Hotel Co., Ltd. (“Qingdao Xingongguan”) through the execution of a series of variable interest entity (“VIE”) agreements. Qingdao Xingongguan is a company incorporated in the People’s Republic of China (the “PRC”) that owns certain commercial and office properties located in Qingdao, Shandong Province, the PRC, with an appraised value of approximately RMB116.2 million.

The aggregate purchase price for the equity interests in Qingdao Xingongguan is US$5,800,000, payable by the Company through the issuance of 9,963,353,184 Class A ordinary shares of the Company to the Sellers. The issuance price was determined based on the average closing price of the Company’s ADSs on the Nasdaq Capital Market for the five trading days immediately preceding the date of the Equity Purchase Agreement, which was US$0.2183 per ADS. As of the date of the Equity Purchase Agreement, each ADS represents 375 Class A ordinary shares of the Company.

The Equity Purchase Agreement provides for an asset cleanup period of up to six months from the date of the agreement, during which the Sellers are required to resolve all debts, encumbrances, and third-party claims on the assets of Qingdao Xingongguan and ensure that the assets are in a condition suitable for the Company’s business operations. The consideration shares will be issued within 30 business days after signing but the relevant share certificate will not be delivered to the Sellers until the completion of the asset cleanup period and the satisfaction of certain conditions, including the execution of VIE agreements.

The Equity Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions. The Equity Purchase Agreement is governed by PRC law, with disputes subject to arbitration before the China International Economic and Trade Arbitration Commission in Beijing.

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Asset Purchase Agreement

On August 20, 2026, the Company and Beijing Yimutian entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Zhaodong Guohe Animal Husbandry Co., Ltd. (“Zhaodong Guohe”), pursuant to which the Company agreed to acquire certain land, buildings, and equipment assets (the “Target Assets”) with an aggregate appraised value of approximately RMB143.5 million. The Target Assets are located in Zhaodong, Suihua, Heilongjiang Province, the PRC.

The aggregate purchase price for the Target Assets is US$21,161,390, which was determined by converting the RMB-denominated appraised value at the PBOC mid-rate of RMB 6.7808 per US$1.00 on August 20, 2026. The purchase price is payable by the Company through the issuance of 36,351,449,375 Class A ordinary shares of the Company to Zhaodong Guohe. The issuance price was determined on the same basis as the Equity Purchase Agreement, at US$0.2183 per ADS.

The Asset Purchase Agreement provides for an asset cleanup period of up to six months, during which Zhaodong Guohe is required to resolve all debts and encumbrances on the Target Assets and complete the transfer of the Target Assets to a debt-free entity that will enter into VIE agreements with the Company and Beijing Yimutian.

The Asset Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions. The Asset Purchase Agreement is governed by PRC law, with disputes subject to arbitration before the China International Economic and Trade Arbitration Commission in Beijing.

The foregoing descriptions of the Equity Purchase Agreement and the Asset Purchase Agreement are qualified in their entirety by reference to the full text of the English translations of such agreements, which are filed as Exhibits 10.1 and 10.2 to the Report on Form 6-K that the Company filed with the SEC on August 26, 2026, respectively, and are incorporated herein by reference.

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