Sunriver Culture Tourism(SH:600576) Xin Lang Cai Jing·2025-12-11 06:07Core Viewpoint - Xiangyuan Cultural Tourism recently announced that its wholly-owned subsidiary plans to acquire 100% equity of Jinxiu Lianhua Mountain Scenic Area Development Co., Ltd. for 345 million yuan, reflecting a significant valuation increase of 241.19% [1][6]. Group 1: Frequent Mergers and Acquisitions - The company, formerly known as Wanjia Culture, was involved in a shell acquisition case led by Zhao Wei and her husband in 2017. In the same year, Xiangyuan Holdings acquired 100% equity of Wanjia Group for 1.674 billion yuan, indirectly holding 29.72% equity of Wanjia Culture, with Yu Faxiang becoming the actual controller [2][7]. - Following the name change, the company initiated a series of asset restructurings, including the acquisition of multiple cultural tourism assets from the actual controller for 1.632 billion yuan in 2022 [2][7]. - In August 2023, the company completed the acquisition of Ya'an Xiangyuan Bifengxia Tourism Co., Ltd., integrating hotel and tea industry assets while divesting certain wireless value-added businesses [2][7]. - On October 17, 2025, Haichang Ocean Park Holdings Limited announced that Xiangyuan Holdings invested 2.295 billion HKD to become its controlling shareholder with a 38.60% stake [2][7]. Group 2: Financial Concerns and Debt Issues - As of the end of Q3 2025, the company had interest-bearing liabilities exceeding 1 billion yuan. Concerns have been raised regarding the source of funds for its acquisitions [3][8]. - The actual controller, Yu Faxiang, has a history of misusing company funds, including a 2022 incident where 410 million yuan was extracted for personal use, representing 15.15% of the company's net assets at that time [3][8]. - In January 2025, the Shanghai Stock Exchange publicly criticized the company and its actual controller for these actions, leading to fines of 2 million yuan for the company and 3 million yuan for Yu Faxiang [3][8]. - On December 7, 2025, the company announced that financial products guaranteed by Yu Faxiang had overdue payments, with reported pending payments exceeding 10 billion yuan, indicating a potential crisis in debt repayment concentrated between late 2025 and early 2026 [3][8]. Group 3: Valuation and Industry Challenges - The valuation of the acquisition of Jinxiu Lianhua Mountain was based on a revenue method, with an assessed value of 345 million yuan, significantly higher than the company's book net assets of 101 million yuan, indicating a 241.19% increase [4][9]. - The scenic area is projected to generate revenue of 4.2954 million yuan and a net profit of 1.6892 million yuan in 2024, with forecasts suggesting revenue could reach 70.159 million yuan and net profit 16.5036 million yuan by 2026, necessitating over a 15-fold revenue increase within two years [4][9]. - The company's expansion through acquisitions occurs against a backdrop where 95% of cultural tourism scenic areas are reportedly operating at a loss, facing either consolidation or being consolidated [4][9]. - As of Q3 2025, the company's goodwill has risen to 846 million yuan, posing a risk of significant impairment if the acquired assets underperform, which could directly impact the company's financial results and debt repayment capacity [4][9].