Order placed but not paid: Yunnan Urban Investment's 329 million transfer of Zhongjian Suifeng equity controversy

Perspective Network: Yunnan Urban Investment’s 329 million yuan equity transfer transaction is stalled at the payment stage.

On March 9, Yunnan Urban Investment announced the latest developments regarding the publicly listed transfer of a 70% stake in China State Construction Suifeng.

According to the “Property Rights Transaction Contract” signed on February 28 between Yunnan Urban Investment, Yunnan Lisi, and China State Construction Suifeng, Yunnan Lisi was required to pay the transaction amount of 329 million yuan into the funds supervision account of Yunnan Provincial Property Rights Exchange within five working days of the contract taking effect.

In the latest announcement, Yunnan Urban Investment stated that, as of now, Yunnan Lisi has only paid a deposit of 32.9 million yuan and has not paid the remaining balance.

This means that after the contractual payment deadline, the remaining transaction funds have not been received as scheduled. Yunnan Urban Investment said it will actively communicate with Yunnan Lisi, urge them to pay the remaining amount as soon as possible, meet the conditions for equity transfer, and fulfill all responsibilities as agreed.

So far, neither Yunnan Urban Investment’s announcements regarding the progress of the transaction nor previously disclosed delisting and signing documents specify the reasons why Yunnan Lisi has not paid the remaining amount on time.

Transaction stuck at the payment stage

From signing the cooperation intention agreement to the official delisting and signing, this transaction has been progressing for nearly half a year.

According to Yunnan Urban Investment’s announcement, on September 29, 2025, Yunnan Urban Investment, China State Construction Suifeng, and Xinjiang Dongchen signed a “Cooperation Intention Agreement,” in which Xinjiang Dongchen planned to participate in bidding for 70% of China State Construction Suifeng’s equity and designated Yunnan Lisi as the subsequent delisting entity.

At that time, it was disclosed that Xinjiang Dongchen or its designated party would pay a cooperation intention deposit of 600,000 yuan and deposit 9.4 million yuan in cash into a designated account, which could not be used during the joint management period.

By February 28, 2026, Yunnan Lisi officially delisted and signed the “Property Rights Transaction Contract” with Yunnan Urban Investment, with a transaction price of 329 million yuan.

Public information shows that Yunnan Lisi was established on September 1, 2025, with a registered capital of 10 million yuan, owned 90% by Xinjiang Paoze No.3 Consulting Management Partnership (Limited Partnership), and 10% by Shanghai Sailisi Management Consulting Co., Ltd.

According to previous contract arrangements, China State Construction Suifeng needs to submit an application to解除担保 (release guarantee) and解除担保 within 30 days,解除担保 the full joint liability guarantee provided by Yunnan Urban Investment for its 237 million yuan loan; after full payment and guarantee解除担保, within 15 working days, the shareholder change registration should be processed.

If the transferee delays payment or the guarantee解除担保 exceeds 30 days, the transferor has the right to terminate the contract and pursue responsibility.

In other words, this transaction directly affects whether the equity transfer can proceed and whether Yunnan Urban Investment can quickly解除担保 (release guarantee).

For Yunnan Urban Investment, this equity transfer is part of its recent ongoing asset disposal.

On February 13, Yunnan Urban Investment announced that the company and its wholly owned subsidiary Tianjin Yinrun Investment Co., Ltd. publicly listed for transfer the equity of Cangnan Yintai Real Estate Co., Ltd. and several other companies.

So far, the major asset sale target companies have mostly completed equity transfer, with Pingyang Yintai and others completing industrial and commercial change registrations; the remaining Ningbo Yintai and Beijing Real Estate Development companies have not yet completed relevant procedures.

Yunnan Urban Investment also clearly stated in the announcement of the China State Construction Suifeng equity transfer that the transaction is conducive to optimizing asset structure,解除担保 (release guarantee), and supporting the company’s light-asset transformation.

As early as September 2025, when the company disclosed its intention to list for transfer 70% of China State Construction Suifeng, it explicitly mentioned that the purpose was to further optimize asset structure, improve cash flow, and ensure timely recovery of investments and locking in profits.

From an operational performance perspective, Yunnan Urban Investment still faces significant profit pressure, and 2025 marks the seventh consecutive year of losses.

The company’s 2025 annual loss forecast shows a net loss attributable to the parent of 210 million to 250 million yuan, continuing to widen from the previous year; net profit excluding non-recurring gains and losses is expected to be a loss of 255 million to 295 million yuan.

Yunnan Urban Investment explained that the increased losses are due to losses in its equity-held real estate business, decline in income from some commercial projects, asset impairment provisions, and higher debt restructuring gains in the previous period that decreased year-on-year.

China State Construction Suifeng’s sale and purchase

Turning to the target itself—China State Construction Suifeng—is not a recent project taken over by Yunnan Urban Investment.

Public information shows that as early as 2012, Yunnan Urban Investment announced its intention to acquire 70% of China State Construction Suifeng for 329 million yuan and to invest in its “Erhai Tianyu” and “International Apartment” projects.

More than ten years later, this equity, originally acquired at that time, is now being re-listed at the same price.

According to the listing announcement, China State Construction Suifeng was established on May 14, 2004, with main businesses including real estate development and operation, property management, engineering consulting, construction management, real estate brokerage and appraisal, hotel management, catering, and accommodation services.

In January-February 2025, the company’s total assets were 589 million yuan, total liabilities 366 million yuan, and net assets 223 million yuan; during the same period, revenue was 13.67 million yuan, with a net loss of 5.4787 million yuan, and a net loss of 5.3617 million yuan after non-recurring items.

As of February 28, 2025, the valuation of China State Construction Suifeng was 763 million yuan, with total liabilities valued at 360 million yuan, and shareholders’ equity valued at 403 million yuan. The 70% equity Yunnan Urban Investment is listing for transfer corresponds to a listing base price of 329 million yuan.

Public data shows that China State Construction Suifeng has mainly developed the Dali Erhai Tianyu project.

This project covers 263.47 acres, located in Dali City Economic Development Zone, including residential and commercial street projects, international apartments, and the Indigo Hotel project.

The Erhai Tianyu residential and commercial street project covers 238.85 acres, with a total construction area of about 81,400 square meters, already sold out; the international apartment project covers 18.29 acres, with a total construction area of about 104,900 square meters, also sold out; the Indigo Hotel project covers 17.05 acres, with a construction area of about 33,000 square meters, opened in 2017, with 259 rooms and supporting facilities.

Currently, Yunnan Urban Investment’s attitude remains inclined to promote the transaction rather than terminate it. However, if the remaining funds are delayed indefinitely, subsequent steps such as equity transfer,解除担保 (release guarantee), and asset disposal could all be prolonged.