Yimutian boosts share consideration in China deals

Yimutian Inc. updates share consideration for two PRC acquisitions, sharply increasing Class A ordinary shares issued based on a revised ADS price and ratio.

Available on EDGAR 09/15/2026 - 04:01 PM EDT Accepted by SEC EDGAR 09/15/2026 - 04:01 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Yimutian Inc. (YMT) reports that it entered into two supplemental agreements on September 9, 2026 to amend the share consideration under previously signed Equity Purchase and Asset Purchase Agreements. The revisions recalculate consideration using an adjusted price of US$2.192 per ADS and an updated ratio of one ADS to 6,000 Class A ordinary shares, compared with one ADS to 375 Class A ordinary shares in the original deals.

For the Equity Purchase Agreement to acquire control over 100% of Qingdao Xingongguan Holiday Hotel Co., Ltd. through VIE contracts, an additional 5,912,556,816 Class A ordinary shares are added, increasing consideration from 9,963,353,184 to 15,875,910,000 Class A shares, equivalent to 2,645,985 ADSs. These shares are allocated 90% to Ning Zhang and 10% to Kuili Zhang based on the original US$5,800,000 purchase price. For the Asset Purchase Agreement to acquire land, buildings and equipment in Heilongjiang Province from Zhaodong Guohe Animal Husbandry Co., Ltd., an additional 21,572,064,625 Class A ordinary shares are provided, increasing consideration from 36,351,449,375 to 57,923,514,000 Class A shares, equivalent to 9,653,919 ADSs, calculated from the original US$21,161,390 purchase price.

Key Figures

Adjusted ADS price: US$2.192 per ADS New ADS-to-share ratio: 1 ADS : 6,000 Class A ordinary shares Prior ADS-to-share ratio: 1 ADS : 375 Class A ordinary shares +5 more

8 metrics

Adjusted ADS price US$2.192 per ADS Used to recalculate consideration share numbers under both supplemental agreements

New ADS-to-share ratio 1 ADS : 6,000 Class A ordinary shares Ratio as of September 9, 2026 used in revised consideration

Prior ADS-to-share ratio 1 ADS : 375 Class A ordinary shares Ratio on the date of the original August 20, 2026 agreements

Equity purchase price US$5,800,000 Original purchase price for 100% equity interests in Qingdao Xingongguan

Asset purchase price US$21,161,390 Original purchase price for land, buildings and equipment in Zhaodong, Heilongjiang Province

Total equity deal consideration shares 15,875,910,000 Class A ordinary shares Revised total consideration for Qingdao Xingongguan, equivalent to 2,645,985 ADSs

Additional equity deal shares 5,912,556,816 Class A ordinary shares Incremental shares added by the Equity Supplemental Agreement

Total asset deal consideration shares 57,923,514,000 Class A ordinary shares Revised total consideration for assets from Zhaodong Guohe, equivalent to 9,653,919 ADSs

Key Terms

American depositary share (ADS), Class A ordinary shares, variable interest entity (VIE), Equity Purchase Agreement, +1 more

5 terms

American depositary share (ADS) financial

"using the original U.S. dollar purchase prices and an adjusted price of US$2.192 per ADS"

An American depositary share (ADS) is a U.S.-listed security issued by a depositary bank that represents one or more ordinary shares of a non‑U.S. company held in custody. ADSs trade in U.S. dollars on U.S. markets under U.S. trading rules while the depositary handles dividend conversion, corporate actions and the exchange ratio (e.g., one ADS = X foreign shares); holders own the ADS itself, not the underlying foreign shares, and their rights are governed by the depositary agreement and the foreign company’s home‑country law.

Class A ordinary shares financial

"one ADS to 6,000 Class A ordinary shares, compared with one ADS to 375 Class A ordinary shares"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

variable interest entity (VIE) financial

"acquisition of control over 100% of the equity interests in Qingdao Xingongguan through a series of variable interest entity (“VIE”) agreements"

A variable interest entity (VIE) is a company or legal entity that an investor controls and reports in its financial statements not by owning a majority of shares but through contracts or other arrangements that give it economic rights and decision-making power. Investors care because a VIE can expose them to assets, debts and legal risks without traditional ownership—think of it like running someone else’s branch through a power-of-attorney rather than holding the keys, which can affect transparency and value.

Equity Purchase Agreement financial

"Supplemental Agreement to the Equity Purchase Agreement (the “Equity Supplemental Agreement”)"

An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.

Asset Purchase Agreement financial

"Supplemental Agreement to the Asset Purchase Agreement (the “Asset Supplemental Agreement”)"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Yimutian Inc. (YMT) change in the September 2026 supplemental agreements?

Yimutian Inc. entered into two supplemental agreements on September 9, 2026 to revise the share consideration for an equity acquisition and an asset acquisition, recalculating Class A ordinary share amounts using an ADS price of US$2.192 and a new 1 ADS to 6,000 shares ratio.

How did the Qingdao Xingongguan equity deal consideration change for YMT?

For the Qingdao Xingongguan transaction, total consideration increased from 9,963,353,184 to 15,875,910,000 Class A ordinary shares, an additional 5,912,556,816 shares, equivalent to 2,645,985 ADSs, based on an original purchase price of US$5,800,000.

What are the revised share terms for YMT’s asset purchase from Zhaodong Guohe?

For the asset acquisition in Heilongjiang Province from Zhaodong Guohe, consideration increased from 36,351,449,375 to 57,923,514,000 Class A ordinary shares, an additional 21,572,064,625 shares, equivalent to 9,653,919 ADSs, based on an original purchase price of US$21,161,390.

What ADS price and share ratio does YMT now use to calculate consideration?

The revised consideration uses an adjusted price of US$2.192 per ADS and a ratio of one ADS to 6,000 Class A ordinary shares, compared with a prior ratio of one ADS to 375 Class A ordinary shares when the original agreements were signed.

How are the consideration shares allocated between the Sellers in the YMT equity purchase?

Under the revised equity purchase terms, the original and additional consideration shares for Qingdao Xingongguan are allocated 90% to Ning Zhang and 10% to Kuili Zhang, based on the original US$5,800,000 equity purchase price.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 001-42760

Yimutian Inc.

(Registrant’s Name)

6/F, Building B-6, Block A Zhongguancun
Dongsheng Technology Campus No. 66
Xixiaokou Road
Haidian District, Beijing 100192
The People’s Republic of China

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

Entry into Supplemental Agreements

On September 9, 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 supplemental agreements to amend the consideration under the Equity Purchase Agreement and the Asset Purchase Agreement, each dated August 20, 2026, previously disclosed in the Company’s current report on Form 6-K dated August 25, 2026.

The revised consideration share numbers are calculated using the original U.S. dollar purchase prices and an adjusted price of US$2.192 per ADS. The calculation also uses the ratio as of September 9, 2026 of one ADS to 6,000 Class A ordinary shares, compared with one ADS to 375 Class A ordinary shares on the date of the original agreements.

Supplemental Agreement to the Equity Purchase Agreement

The Company and Beijing Yimutian entered into a Supplemental Agreement to the Equity Purchase Agreement (the “Equity Supplemental Agreement”) with Ning Zhang and Kuili Zhang (collectively, the “Sellers”) and Qingdao Xingongguan Holiday Hotel Co., Ltd. (“Qingdao Xingongguan”). The original Equity Purchase Agreement provides for the acquisition of control over 100% of the equity interests in Qingdao Xingongguan through a series of variable interest entity (“VIE”) agreements.

Based on the original purchase price of US$5,800,000 and the adjusted ADS price and ratio described above, the Equity Supplemental Agreement provides for an additional 5,912,556,816 Class A ordinary shares, increasing the consideration shares from 9,963,353,184 to 15,875,910,000, equivalent to 2,645,985 ADSs at the revised ratio. The original and additional consideration shares are allocated 90% to Ning Zhang and 10% to Kuili Zhang.

Supplemental Agreement to the Asset Purchase Agreement

The Company and Beijing Yimutian entered into a Supplemental Agreement to the Asset Purchase Agreement (the “Asset Supplemental Agreement”, together with the Equity Supplemental Agreement, the “Supplemental Agreements”) with Zhaodong Guohe Animal Husbandry Co., Ltd. (“Zhaodong Guohe”). The original Asset Purchase Agreement provides for the acquisition of certain land, buildings and equipment assets located in Zhaodong, Suihua, Heilongjiang Province, the People’s Republic of China (the “PRC”).

Based on the original purchase price of US$21,161,390 and the adjusted ADS price and ratio described above, the Asset Supplemental Agreement provides for an additional 21,572,064,625 Class A ordinary shares, increasing the consideration shares from 36,351,449,375 to 57,923,514,000, equivalent to 9,653,919 ADSs at the revised ratio.

The foregoing descriptions of the Equity Supplemental Agreement and the Asset Supplemental 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 this Report on Form 6-K, respectively, and are incorporated herein by reference.

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		English Translation of Supplemental Agreement to the Equity Purchase Agreement, dated September 9, 2026, by and among Yimutian Inc., Beijing Yimutian Network Technology Co., Ltd., Ning Zhang, Kuili Zhang, and Qingdao Xingongguan Holiday Hotel Co., Ltd.
10.2		English Translation of Supplemental Agreement to the Asset Purchase Agreement, dated September 9, 2026, by and among Yimutian Inc., Beijing Yimutian Network Technology Co., Ltd. and Zhaodong Guohe Animal Husbandry Co., Ltd.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Yimutian Inc.
	By	/s/ Shijie Chen
	Name :	Shijie Chen
	Title :	Director and Chief Financial Officer

Date: September 15, 2026

3

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 ENGLISH TRANSLATION OF SUPPLEMENTAL AGREEMENT TO THE EQUITY PURCHASE AGREEMENT, 54.0 KB
• EX-10.2 ENGLISH TRANSLATION OF SUPPLEMENTAL AGREEMENT TO THE ASSET PURCHASE AGREEMENT, D 48.1 KB