After more than 20 years of development, Xiangyuan Holdings, operated by capital tycoon Yu Faxiang, has become an enterprise in the field of domestic cultural tourism investment and operation, and Yu Faxiang also ranked 473rd on the 2022 Hurun Report with a value of 13 billion yuan.
Recently, the two listed companies under this big man have frequently operated capital, and the CCCC shares (603815. SH) intends to enter the photovoltaic field through acquisition; Another Xiangyuan Cultural Hotel (600576. SH) set its sights on giant pandas again, and within a year, cultural tourism investment continued one after another. Yu Faxiang, who made a blockbuster in the A-share market by acquiring Wanjia Culture, has also skyrocketed in value, but now his assets are not performing well and are in danger of being "slimmed down".
Cutting into the photovoltaic field?
On August 28, CCCC announced that it was planning to purchase 70% of the equity of Wuxi Boda Xinneng Technology Co., Ltd. (hereinafter referred to as "Boda Xinneng") held by Boda Heyi by issuing shares and paying cash, and at the same time issuing shares to Xiangyuan Holdings, the company's controlling shareholder and actual controller Yu Faxiang, to raise supporting funds. The related party transaction did not constitute a restructuring and listing, that is, Boda Xinneng could not obtain control of CCCC shares from Yu Faxiang.
According to the announcement, Boda Xinneng was established on August 20, 2021 with a registered capital of 1 million yuan, Boda Heyi and natural person Liu Jingqi hold 70% and 30% of the shares respectively, and the actual controller is Liu Jingqi. Tianyan check information shows that in July this year, Boda Xinneng completed the equity change before the restructuring, Ningbo Boda Heyi Technology Co., Ltd. withdrew from the list of shareholders, Boda Heyi and Liu Jingqi appeared as shareholders, and the counterparty of this transaction, Boda Heyi, was only established for about 5 months, which was established on March 21, 2023, with a registered capital of 1 million yuan. The shareholders of Boda Heyi are natural persons Liu Jingqi and Huang Jiurui, holding 95% and 5% of the shares respectively. After the change of shareholding, Liu Jingqi's shareholding ratio was eventually 96.5%, and Huang Jiurui's shareholding ratio decreased from 5% to 3.5%.
According to the official website information, Boda Xinneng, formerly known as Shenzhen Boda Solar Technology Co., Ltd., was established in 2008, with photovoltaic cell modules and photovoltaic power plants as its main business.
This acquisition is also regarded by the market as a specific behavior of CCCC cross-border new energy.
CCCC was established in 1993 and listed on the main board of the Shanghai Stock Exchange in October 2019. According to the 2023 interim report, Xiangyuan Holdings directly holds 44.32% of the company's shares, and it indirectly controls 3.37% of the company's equity through Weizhong, Qijian Investment and Xingyuan Investment. Xiangyuan Holdings, Yu Faxiang and Yu Shuixiang are concerted actors, and Xiangyuan Holdings and its controlled affiliates and concerted actors collectively control 51.41% of the company's equity. Xiangyuan Holdings is the controlling shareholder of CCCC, and Yu Faxiang is the actual controller of the company.
At present, CCCC takes highway and municipal infrastructure construction business as the core, creates an integrated industrial pattern of "investment, design, construction and maintenance", and is mainly engaged in engineering construction, survey and design, test and testing related to highway and municipal infrastructure construction.
After listing, the performance of CCCC shares rose relatively flatly. Although the company's operating income increased from 2.722 billion yuan in 2018 to 6.499 billion yuan in 2022, its net profit attributable to the parent only increased from 121 million yuan to 182 million yuan, and even the net profit continued to decline for two consecutive years in 2019 and 2020, with 107 million yuan and 97.1154 million yuan respectively. It should be pointed out that in the first half of this year, the operating income of CCCC was 2.223 billion yuan, down 18.07% year-on-year; The net profit attributable to the parent was 95.089 million yuan, a year-on-year increase of 12.11%.
It is worth mentioning that this transaction is not the first time that CCCC has issued shares to related parties of the company to raise supporting funds. On June 30 this year, CCCC just terminated a 1.1 billion yuan private placement. In October 2022, the company intends to issue A-shares to Xiangyuan Holdings non-publicly, raising a total of no more than 1.1 billion yuan, which will be used for the integrated construction project of investment, finance and construction of the eighth phase (phase II) of the resettlement area of Fenghuang Lake New Area in Fengtai County, replenishing working capital and repaying bank loans.
In fact, in July 2020, CCCC, which had been listed for less than a year, threw out a fixed financing plan of 1.2 billion yuan, which will be used to promote PPP projects and repay bank loans in the construction of beautiful villages in Jieshou City. This even exceeds the company's 200 million yuan financing at the time of its IPO in 2019.
Although PPP projects were the "majority" of funds at that time, it was not difficult to see that the pressure of repaying debts by CCCC shares was not small. In recent years, with the continuous increase in the scale of debt financing of CCCC, its interest expense has increased from 7.4895 million yuan in 2017 to 70.5695 million yuan in 2022, accounting for about 4.88% of the operating profit to 29.19%. In addition, the asset-liability ratio of CCCC is always around 75%.
In addition to the continuous capital operation after the listing, the executives of CCCC are also constantly reducing their holdings, and the company's stock price is also falling endlessly. According to incomplete statistics from Blue Whale Finance, from November 2022 to May 2023, Hu Xiankuan, chairman of CCCC, Shi Xiuying, financial director, and Cao Zhenming, secretary of the board, reduced their holdings by 3.519 million shares, with a cumulative market value of 31.3603 million yuan. The issue price of CCCC shares listed in 2019 was 5.14 yuan / share, and the company's stock price reached 30.67 yuan / share in 2020 at its peak, and then it collapsed, and the stock price of CCCC shares before the suspension of trading was only 7.34 yuan / share, with a market value of 4.5 billion yuan.
Yu Faxiang's capital territory
Can cross the border from the infrastructure field to the photovoltaic field, Yu Faxiang, the actual controller behind CCCC, is also a good hand in capital operation.
According to public information, Yu Faxiang was born in 1971 and is a native of Qiangang Village, Shengzhou, Zhejiang. Yu Faxiang worked as an apprentice in a brewery, and then embarked on the road of business with a keen sense of business, relying on cement, tea, etc., to earn his first pot of gold.
In 1992, coinciding with the outbreak of Hainan's real estate industry in that year, Yu Faxiang, who was not willing to accept the status quo, went south and established Weixiang Decoration Company in Hainan, the predecessor of Xiangyuan Holding Group. In 1995, Hainan Xiangyuan Industrial Co., Ltd. was formally established, and then developed and constructed a number of real estate projects in Haikou, Shenzhen, Shaoxing and other places.
It is worth mentioning that in 2001, Yu Faxiang first set foot in the capital market and spent 100 million yuan to acquire the listed company Qionghide. Yu Faxiang acquired 26.93% of the equity of Qionghide through its real estate development company, becoming the largest shareholder of the company. However, after a year, due to the complicated problems left over from history, Yu Faxiang sold Qionghide to Yaojiang Industrial.
In 2002, Xiangyuan Holding Group was established, and at the same time launched the largest Hefei Hewa Road old city renovation, Lu'an Xiangyuan Plaza and other projects; In 2004, the group acquired and restructured Anhui Provincial Highway Engineering Corporation, later known as CCCC. Yu Faxiang's business scope extends from real estate investment and development to diversified industries such as tourism and infrastructure. Yu Faxiang, who loves the cultural tourism industry, has signed contracts with Wudang Mountain, Qiyun Mountain, Xinjiang Tianchi and other projects since 2008, and Xiangyuan Holdings is also positioned as a cultural tourism investment and operation enterprise.
What really made Yu Faxiang "blockbuster" in the capital market was to "take over" Xiaoyanzi, winning 1.674 billion yuan to Wanjia Culture.
In 2016, Wanjia Culture announced that Longwei Media would acquire 29.2% of the shares of Wanjia Culture for 3.0599 billion yuan. Longwei Media was founded in November 2016, and it is Zhao Wei and Huang Youlong behind it. Interestingly, of the acquisition of more than 3 billion yuan, Zhao Wei and his wife only contributed about 60 million yuan, and the rest of the two plan to make up for it by borrowing, that is, the leverage is as high as about 50 times.
In 2017, Wanjia Culture changed its acquisition plan, and Zhao Wei planned to acquire about 5% of the shares of a listed company for about 530 million yuan, and the reason for the change was that Zhao Wei said that she could not complete the aforementioned loan financing on schedule. The high-profile high-leverage takeover ended in nothing, and Zhao Wei and his wife were fined 5 years to enter the securities market and fined a total of 600,000 yuan.
However, three months after Zhao Wei withdrew, Wanjia Culture found a home. On August 4, 2017, Wanjia Culture issued an announcement that Xiangyuan Holdings acquired 100% of the equity of Wanjia Group at a price of 1.674 billion yuan, and indirectly held 29.72% of the equity of Wanjia Culture after the acquisition, and the actual controller of Wanjia Culture was changed to Yu Faxiang. Compared with Zhao Wei's original tender offer, this is a 5% discount.
After Yu Faxiang entered Wanjia Culture, the company changed its name to Xiangyuan Culture. As for the reasons for taking over, the group has expressed optimism about the animation industry mainly operated by Wanjia Culture. According to the 2016 annual report, Xiangtong Animation, a subsidiary of Wanjia Culture, achieved revenue of 700 million yuan, accounting for more than 90% of the company's total revenue.
However, the animation that Yu Faxiang fancy failed to bring improvement to the performance of Xiangyuan Culture. From 2018 to 2020, the operating income of Xiangyuan Culture was 721 million yuan, 422 million yuan and 232 million yuan, respectively, down 8.98%, 41.39% and 45.01% year-on-year; The net profit attributable to the parent was 14.2677 million yuan, -853 million yuan and 18.9502 million yuan respectively, a year-on-year change of -84.39%, -6080.95% and 102.22%. It can be seen that it was not until 2020 that Xiangyuan Culture's performance improved, but it was only a net profit turnaround.
In May 2021, the company issued a plan to issue shares to purchase assets, intending to issue shares to acquire the assets of five cultural tourism assets under the actual controller. It's just that 4 of these 5 companies lost money, and the restructuring plan did not bring much benefit to Xiangyuan Culture, and even the company's stock price at that time staged a "earth-sky board".
In October 2022, Xiangyuan Culture still loaded the cultural tourism assets of five actual controllers, including Bailong Green, Phoenix Xiangsheng and Huanglongdong Tourism, into the listed company for a consideration of 1.632 billion yuan. However, Xiangyuan Culture did not come up with too much "real money", but adopted the method of issuing shares to purchase assets and raise supporting funds. After realizing the major asset restructuring, Xiangyuan Culture also changed its name to Xiangyuan Cultural Tourism in November of the same year.
From fancy animation to today's tourism, Xiangyuan Cultural Tourism has turned around several times inseparable from mergers and acquisitions and expansion, and while its performance has increased, the hidden "thunder" of the company's goodwill is also detonated at any time. In 2021, the goodwill of Xiangyuan Cultural Tourism was only 48.3265 million yuan, and in 2022, the company's goodwill has reached 329 million yuan.
Xiangyuan Cultural Tourism has been operating capital one after another
Xiangyuan Cultural Tourism has been "buying, buying" all the way, but its performance has not changed because of this. In 2022, the company's operating income will be 360 million yuan, a year-on-year decrease of 18.22%; The net profit attributable to the parent was 21.8818 million yuan, down 35.3% from the same period last year. Xiangyuan Cultural Tourism, whose performance is sluggish, has started the idea of "buying, buying, buying" again. In July and August 2023, Xiangyuan Cultural Tourism continued to promote the capital operation of the cultural tourism sector.
On July 21, Xiangyuan Cultural Tourism planned to acquire 80% of the equity of Bifeng Gorge Tourism with its own funds of 530 million yuan (including 496 million yuan in cash to pay the equity transfer price and 34.32 million yuan to undertake debts). After the completion of the transaction, Bifeng Gorge Tourism will become the holding subsidiary of Xiangyuan Cultural Tourism and will be included in the scope of the company's consolidated statements.
Obviously, after taking Bifeng Gorge, Xiangyuan Cultural Tourism is aiming at the panda business behind it. The giant panda base in the Bifeng Gorge Scenic Area is a sub-base of the China Giant Panda Conservation and Research Center, with more than 60 giant pandas. However, judging from the operating performance of Bifeng Gorge in the past four years, its annual number of tourists did not exceed one million at its peak, and the scale of operating income and net profit was also small, far from other star bases.
In the process of acquiring Bifeng Gorge Tourism, Xiangyuan Cultural Tourism is still replacing assets with cultural tourism assets controlled by the actual controller. Xiangyuan Cultural Tourism intends to replace the 100% equity of Xiangtong Information held by its wholly-owned subsidiary Xiangtong Animation with the equivalent part of the 100% equity of four companies held by Xiangyuan Holdings, namely Qiyunshan Hotel Company, Huangshan Yungu Hotel, Xiangyuan Tea Industry and Xiangkunyuan Hotel Management Company, with the proposed asset transaction price of 313 million yuan and the proposed asset transaction price of 604 million yuan, and the difference of 291 million yuan will be made up by Xiangyuan Kunpeng, a wholly-owned subsidiary of Xiangyuan Cultural Tourism, in cash.
It should be pointed out that the above four proposed assets, two of which were affected by the epidemic, lost money to varying degrees in 2022, but have achieved a turnaround from January to May 2023. Xiangyuan Tea, which has a net profit of 10.24 million yuan in 2022, has a net profit of only 1.27 million yuan as of the end of May 2023. Not to mention the "qualification" of the assets to be placed, does Xiangyuan Cultural Tourism have enough funds to undertake the successive capital operations in a short period of time? As of the 2023 interim report, Xiangyuan Cultural Tourism has cash on the books of 729 million yuan.