Primor splits China Red in two: separate shopping and real estate

China Red, S.L. will cease to exist as a company after approving its total spin-off, agreed upon unanimously on September 30, 2026, in a universal meeting of shareholders. The operation distributes its assets between Primor Investment Management, S.L., which assumes the purchasing center, and Yellow Essence Capital, S.L., a newly created company that receives the real estate branch. The announcement is published in the Official Gazette of the Mercantile Registry (BORME) no. 196, dated October 9, 2026, with the reference BORME-C-2026-5395.

A total spin-off with two branches of activity

The agreement was adopted in accordance with Article 10 of Royal Decree-Law 5/2023, of June 28, which transposes the European directive on structural modifications of commercial companies. The common total spin-off project was drafted, formulated, and signed by the administrative bodies on September 28, 2026, two days before the meeting.

The total spin-off entails the extinction without liquidation of China Red, S.L. and the block transfer, by universal succession, of all its assets to two beneficiary companies. The assets were divided into two autonomous and independent branches of activity:

• Purchasing center: transferred and integrated into Primor Investment Management, S.L.
• Real estate branch: transferred and integrated into Yellow Essence Capital, S.L., a newly created company.

Universal meeting and rights of shareholders and creditors

The agreements were adopted in a universal meeting and by unanimity of all shareholders with voting rights, under Article 9 of RDL 5/2023. The announcement recalls the right of the shareholders and creditors of the participating companies to obtain the full text of the agreements adopted and the corresponding spin-off balance sheets, under the terms provided for in Article 10 of the same royal decree-law.

The announcement was signed in Málaga on September 30, 2026, by Josefa Domínguez Aguilera, joint administrator of China Red, S.L., and by Basilio Téllez Rodríguez, sole administrator of Primor Investment Management, S.L. The document is identified with the code A260043269-1.

Background within the group

The reorganization comes after another corporate movement within the same environment. BORME no. 135, of July 16, 2026, published the cross-border transformation of Primor Int, S.L., which moved its registered office from Málaga to Vila Nova de Famalicão (Portugal) without being dissolved or liquidated, adopting the form of Sociedade Unipessoal por Quotas (reference BORME-C-2026-4197). That agreement was also signed by Basilio Téllez Rodríguez as sole administrator.

Impact

The operation separates two businesses previously integrated into a single company: the purchasing center and the real estate assets. For the Primor group, the spin-off isolates the real estate activity in a newly created vehicle (Yellow Essence Capital, S.L.) and concentrates procurement in Primor Investment Management, S.L., while China Red, S.L. is extinguished without liquidation.

Source: Official Gazette of the Mercantile Registry, no. 196, October 9, 2026, Second Section - Announcements and legal notices, page 6694 (official reference: BORME-C-2026-5395).