Leju Holdings Ltd Finance and Economics Li Yihe from Shenzhen

The road to the transfer of assets in Oct is not plain sailing.

On March 10, the Beijing Financial assets Exchange disclosed the progress announcement on the transfer of major assets of Yunnan Expo Tourism holding Group Co., Ltd. (hereinafter referred to as "Yunnan World Expo"). Among them, a number of asset transfers have been hung up since 2019, and there is still no transferee to "take over".

It is understood that the Yunnan World Expo is held by overseas Chinese Town (Yunnan) Investment Co., Ltd., and Yunnan State-owned Capital Operation Co., Ltd., respectively, and its actual controller is the overseas Chinese Town Group.

According to the latest announcement on March 10, Weishan overseas Chinese Town World Expo Nanzhao Cultural Tourism Investment Co., Ltd., a wholly-owned subsidiary of Yunnan World Expo Holdings, transferred its 51% stake in Weishan overseas Chinese Town Industrial Co., Ltd. (hereinafter referred to as "Weishan overseas Chinese Town") to Zhejiang Datong holding Group Co., Ltd., and the three parties signed the Capital increase Agreement on December 16, 2019.

3 billion assets for sale

However, not all projects can be favored by investors. In fact, 50% of the shares indirectly held by Yunnan Expo Huazhao Real Estate Co., Ltd., and 50% of Kunming Wanlan Real Estate Development Co., Ltd., as well as the related claims of the two targets have been hung up since November last year, and no proposed transferee has yet participated in equity and debt transactions.

On November 19, 2019, Yunnan Yunlu Real Estate Development Co., Ltd. (hereinafter referred to as Yunnan Yunlu Real Estate Development Co., Ltd.), a wholly-owned subsidiary of Yunnan Expo Holdings, listed Yunnan Expo Huazhao Real Estate Co., Ltd. (hereinafter referred to as "Expo Huazhao") on the Beijing Financial assets Exchange. 50% equity and 403 million yuan of debt. The total listing price of the project is 653 million yuan, of which the 50% equity listing price of Expo Huazhao is 250 million yuan, and the transferor's listing price of the underlying enterprise's creditor's rights is 403 million yuan.

As early as a day ago, on November 18, 2019, Yunnan Yunlu also listed 50% equity and 1.93 billion yuan of debt in Kunming Wanlan Real Estate Development Co., Ltd. (hereinafter referred to as "Kunming Wanlan") on the Beijing Financial assets Exchange. The total listing price of the project is 2.33 billion yuan, of which 50% of the shares in Kunming Wanlan are listed at 400 million yuan, and the transferor's creditor's rights of the underlying enterprise are listed at 1.93 billion yuan.

The announcement shows that if the above two projects form a competitive price, the value-added part of the transaction price is the premium of the equity part of the project. In addition, although the transferor holds 50% of the shares of the two bids, it does not have actual control over the target enterprise.

As of the date of announcement, no intended transferee has come to the Beijing Financial assets Exchange to participate in the above two equity and debt transactions.

According to Leju Holdings Ltd's financial information, Kunming Wanlan is actually held by Vanke and overseas Chinese Town. In addition to the 50% shares listed in Yunnan Yunlu, the remaining 50% of Kunming Wanlan is held by Kunming Wanbin Real Estate Development Co., Ltd. (hereinafter referred to as "Kunming Wanbin"), which is indirectly controlled by Yunnan Vanke.

Enterprise investigation shows that Kunming Wanlan was established on October 19, 2018, with a registered capital of 10 million yuan, and its business scope is real estate development and operation and property management. One month after its establishment that year (November 2018), Wanlan in Kunming won six residential sites with a floor price of 5.22 billion yuan in the northwest new town of Kunming, Yunnan, covering an area of about 246800 square meters. Subsequently, the land is planned to invest 11 billion yuan to build Vanke City project.

In addition, Expo Huazhao is also jointly owned by Yunnan Yunlu, Kunming Zhongjun Hongyuan Real Estate Co., Ltd. (hereinafter referred to as "Zhongjun Hongyuan"), and Yunnan Renyu Real Estate Development Co., Ltd. (hereinafter referred to as "Yunnan Renyu"). The three hold 50%, 49% and 1% respectively. Zhongjun Hongyuan is an indirect 100% subsidiary of Zhongjun Group.

The World Expo Huazhao was established on October 26, 2018, with a registered capital of 100 million yuan, almost at the same time as Wanlan in Kunming. Its business scope is engaged in real estate development and operation, property management, real estate sales planning, real estate information consulting and so on.

The aftermath of Yunnan's "retreat"

2018 is the year when the overseas Chinese Town enters Yunnan with great fanfare. In July of that year, overseas Chinese Town launched the "Yunnan Great Battle" and signed nearly 60 projects in Yunnan through its Yunnan Group, World Expo Group and Wentou Group, worth more than 100 billion yuan, a move intended to focus on breaking through the tourism layout of Yunnan.

However, the prosperity of the overseas Chinese Town 60 project did not appear. Since 2019, Oct has frequently sold its Yunnan assets, including 50% equity of Yunnan Oct property, 25% equity and debt of Kunming Oct Investment Co., Ltd., 100% equity of OCW Wen Lu Technology, etc.

The 51% stake in Weishan overseas Chinese Town, 50% stake in Expo Huazhao and 50% stake in Kunming Wanlan disclosed in the latest announcement are three of the many sales of overseas Chinese Town in Yunnan.

The long profit cycle and short-term loss of assets are the important reasons for the overseas Chinese Town to seek sale. Only take Kunming Wanlan and Expo Huazhao as examples. As of the first half of 2019, Kunming Wanlan operating profit-7.0265 million yuan, net profit-7.0265 million yuan, assets total 5.65 billion yuan, liabilities total 5.65 billion yuan; Expo Huazhao operating profit-926600 yuan, net profit-926,600 yuan, total assets 23714.4 billion yuan, liabilities total 23723.6 billion yuan.

According to the three quarterly reports in 2019, the operating income of overseas Chinese Town is 12.207 billion yuan, and the net profit of returning home is 3.188 billion yuan. By the end of the reporting period, OCW had total assets of 364.395 billion yuan, net assets of 62.332 billion yuan, liabilities of 280.188 billion yuan, and net cash flow from operating activities of-3.699 billion yuan, an increase of 82.12% over the same period last year.

Yunnan World Expo said in the announcement that its Yunnan TourismThe 400 million yuan asset securitization (like REITS) operation transaction of Expo Garden Hotel carried out by Co., Ltd. has been completed, and the target company will not be a subsidiary within the scope of the company's consolidated statement.

It is understood that Yunnan Tourism Co., Ltd., a listed company held by Yunnan Expo Holdings, held the second meeting of the Seventh Board of Directors on September 30, 2019 to examine and approve the "Yunnan Tourism Co., Ltd.'s proposal on carrying out asset securitization (like REITs) operation of Expo Garden Hotel." The project plans to adopt a two-tier structure of "special plan + private equity fund".

Yunnan Expo transferred 4.75% of the 19 million shares of Chengtai property Insurance Co., Ltd., the transaction price is 273.6 million yuan, and the transferee is Xinxin Financial Leasing Co., Ltd.

The announcement said that at present, the work related to equity transfer is being carried out in an orderly manner. The financial indicators such as total assets, net assets, operating income and net profit of the target company account for a small proportion of the Yunnan World Expo merger caliber, and the above transactions do not have a significant adverse impact on the group's production and operation, financial status and solvency.