---
title: "Selling cultural tourism with one hand and spending 520 million yuan with the other, Winnovation Culturaltainment's net profit plummeted by 682% after chasing \"chips\": What are the odds of winning in a 520% premium gamble?"
type: "News"
locale: "zh-CN"
url: "https://longbridge.com/zh-CN/news/274288359.md"
description: "Winnovation Culturaltainment announced the acquisition of 60% equity in Guangdong Changxing Semiconductor for 520 million yuan, at a premium of 520.69%. This move is part of the company's strategic transformation, aiming to expand from cultural tourism real estate into the semiconductor field. Although the stock price hit the daily limit after the announcement, it subsequently retraced by 9.68%. The company faces pressure from a significant decline in operating revenue and net profit, and the market expresses concerns about the rationality of its high-premium acquisition and integration risks"
datetime: "2026-01-30T09:44:13.000Z"
locales:
  - [zh-CN](https://longbridge.com/zh-CN/news/274288359.md)
  - [en](https://longbridge.com/en/news/274288359.md)
  - [zh-HK](https://longbridge.com/zh-HK/news/274288359.md)
---

> 支持的语言: [English](https://longbridge.com/en/news/274288359.md) | [繁體中文](https://longbridge.com/zh-HK/news/274288359.md)


# Selling cultural tourism with one hand and spending 520 million yuan with the other, Winnovation Culturaltainment's net profit plummeted by 682% after chasing "chips": What are the odds of winning in a 520% premium gamble?

This report (chinatimes.net.cn) reporter Wang Jing reports from Beijing

Three months after the initial disclosure of the acquisition intention, Winnovation's "semiconductor dream" has made substantial progress.

On the evening of January 27, the company announced that it plans to acquire 60% of Guangdong Changxing Semiconductor Technology Co., Ltd. (hereinafter referred to as "Changxing Semiconductor") for 520 million yuan in cash, at a premium of 520.69%. Compared to the initial intention to acquire 81.8091%, the controlling stake has been reduced.

On January 30, Winnovation's Secretary of the Board told reporters from the China Times: "This adjustment is a consensus reached by all parties involved in the transaction after comprehensive consideration of risk control, team stability, and long-term collaboration during multiple rounds of negotiations. The management's deep involvement is crucial for business continuity and customer stability. By allowing the founding team to continue holding shares, we can effectively avoid talent loss during the integration period and ensure a smooth transition of technical capabilities and customer resources. Additionally, moderately reducing the acquisition ratio also helps optimize the listed company's capital arrangement and risk exposure."

After the announcement, the company's stock price experienced a daily limit rise before quickly retracing. On January 30, the stock closed down 9.68%. Yuan Shuai, deputy director of the Investment Department of the China Urban Development Research Institute, told reporters from the China Times that this indicates market sentiment is shifting from blind optimism about the "semiconductor concept" to a rational examination of the difficulties of cross-industry integration, the reasonableness of high premiums, and the operational risks of the target company.

As of the end of the third quarter of 2025, Winnovation recorded an operating income of 1.169 billion yuan and a net profit attributable to the parent company of -486 million yuan, representing year-on-year declines of 48.38% and 682%, respectively; the cash on hand was 835 million yuan. Amid pressure on its main business, under the transformation slogan of "cultural tourism + technology," Winnovation intends to bet more than 60% of its existing cash on a foreign field. This hardcore crossover from cultural tourism real estate to storage chip packaging testing and storage module manufacturing raises the question of whether it is strategic foresight or a reckless gamble.

**Acquiring Changxing Semiconductor with one hand, selling New Silk Road Cultural Tourism with the other**

Winnovation's strategic transformation pace reveals a sense of urgency. On October 21, 2025, the company first disclosed its acquisition intention, planning to acquire a total of 81.8091% of the shares of Guangdong Changxing Semiconductor Technology Co., Ltd. from Guangdong Changxing Information Management Consulting Co., Ltd. and Zhang Zhiqiang through cash payment, and signed the "Equity Acquisition Intent Agreement" with the relevant parties on the same day.

According to the information, Guangdong Changxing Semiconductor Technology Co., Ltd. was established in 2012 and is a high-tech enterprise focused on memory chip packaging testing and storage module manufacturing. Changxing Semiconductor has built an integrated business model for R&D, packaging, and testing, possessing wafer testing and repair technology, and has 8-layer stacked die packaging technology as well as BGA, SiP, CSP, and other packaging technologies. The company can also produce consumer-grade NAND FLASH modules and DRAM memory modules The company holds 76 valid patent authorizations, including 22 invention authorizations and 54 utility model authorizations. It is a national high-tech enterprise, a national specialized and innovative "little giant" enterprise, and the supporting unit of the Guangdong Provincial Engineering Technology Research Center for Large Capacity Flash Memory Chip Packaging and Testing.

Winnovation Culturaltainment stated that the signing of this agreement aligns with the company's business development needs and the strategic layout of "cultural tourism + technology." The acquisition combines the upgrade of the company's traditional business with the layout of emerging industries, which helps enhance the company's overall strength and competitiveness, laying a solid foundation for further expansion in the high-tech field in the future. It also benefits the enhancement of the company's core competitiveness, supporting the company in achieving sustainable development.

The market has responded enthusiastically to this cross-border move. On October 20, the company's stock price hit the daily limit; about 15 minutes after the market opened on October 21, the stock price again hit the daily limit and subsequently experienced a five-day limit-up trend. In addition, reporters noted that Winnovation Culturaltainment's current price-to-book ratio (PB) has been pushed up to about 4.45 times, a historical high.

In response, the secretary of the board of directors of Winnovation Culturaltainment told reporters that the company believes the rise in stock price reflects the market's recognition of the company's strategic transformation direction and includes positive expectations for the semiconductor industry's prosperity. Although the PB is currently at a relatively high level, the company believes this is mainly due to the market's expectations for future business structure optimization and the profit potential after the injection of Changxing Semiconductor.

Shortly thereafter, on October 28, the company announced a subsidiary equity transfer plan, forming a "buy-sell" transformation layout. The company's wholly-owned subsidiary, Xinhua Lian International Land Co., Ltd., plans to sign an agreement with China National Agricultural Products Co., Ltd. regarding the sale of shares in New Silk Road Cultural Tourism Co., Ltd. The company intends to sell 28.50% of the equity in its indirectly held controlling subsidiary, New Silk Road Cultural Tourism Co., Ltd. (00472.HK, hereinafter referred to as "New Silk Road Cultural Tourism"), for a total consideration of approximately HKD 149 million. Before this transaction, the company held 54.79% of the equity in New Silk Road Cultural Tourism through International Land. After the completion of the transaction, the company will indirectly hold 26.29% of the equity in New Silk Road Cultural Tourism, which will no longer be included in the company's consolidated financial statements. It is expected to reduce the net profit attributable to the shareholders of the listed company by approximately HKD 135 million for this period. The company claims that this move "aims to optimize the company's resource allocation and industrial layout, promote the implementation of the company's strategic transformation, and improve the efficiency of the company's capital utilization."

However, it is worth noting that a director abstained from voting during the resolution process due to "tight timing and lack of understanding of the buyer's situation, making it impossible to make a decision."

In a stark contrast, while the company's stock price continues to soar due to the semiconductor concept, shareholder Hunan Xinhua Lian Construction Engineering Co., Ltd. has announced a reduction plan: it intends to reduce its holdings of 100 million shares of the company, accounting for 1.70% of the company's total share capital, through centralized bidding and block trading from January 7 to April 6, 2026.

**520.69% high premium acquisition will be financed through self-owned funds, bank financing, and other channels** With the disclosure of the acquisition announcement, the financial details of this cross-border acquisition have also come to light. The company plans to acquire 60% of the equity of Guangdong Changxing Semiconductor Technology Co., Ltd. held by Hainan Xingyu Investment Co., Ltd. (hereinafter referred to as "Xingyu Investment") and Xia Shaojie through cash payment.

According to the evaluation report issued by the appraisal agency, as of the assessment benchmark date of October 31, 2025, the assessed value of the total equity of Changxing Semiconductor is RMB 927 million. After negotiation among the parties involved in the transaction, the transaction price for the 60% target equity was determined to be RMB 520 million, based on the aforementioned assessed value.

Financial data shows that in the full year of 2025, Guangdong Changxing Semiconductor's revenue (unaudited) reached RMB 646 million, a year-on-year increase of 59.0%, and net profit soared from RMB 2.2088 million in 2024 to RMB 74.5679 million, an increase of over 33 times. However, amid rapid growth, the company's inventory scale surged by 92.4% year-on-year to RMB 424 million, facing impairment and capital occupation pressure, while the net cash flow from operating activities has been negative for two consecutive years, amounting to -RMB 20.6985 million in 2025, indicating that profit quality still needs improvement.

The announcement shows that the transaction price corresponds to a 100% equity value of the target company of RMB 867 million, which represents an actual appreciation rate of 330.61% compared to the net assets of RMB 201.2651 million at the end of December 2025.

It is noteworthy that the assessment result using the asset-based approach (reflecting the replacement value of the company's existing assets) is approximately RMB 195.1 million, with an appreciation rate of 30.71%; the assessment result using the income approach (reflecting the comprehensive profitability of the company's various assets) is approximately RMB 926.5 million, with an appreciation rate of 520.69%. The difference rate between the results determined by the two assessment methods is 374.86%.

This assessment uses the income approach assessment result as the final assessment conclusion. The company believes that as a high-tech enterprise, the core value of Changxing Semiconductor is not only reflected in tangible resources such as fixed assets but also includes intangible assets such as R&D capabilities, technological accumulation, customer channels, management teams, and policy advantages. The asset-based approach can only assess tangible assets and some quantifiable intangible assets, failing to reflect the integration effect of the asset portfolio and overall profitability. In contrast, the income approach can encompass the value of intangible assets that are difficult to quantify, providing a more comprehensive reflection of its overall value.

All parties have reached a consensus: based on the aforementioned assessed value, the acquirer will purchase 60% of the target company's equity held by the other party for RMB 520 million in cash. According to the company's performance report for the third quarter of 2025, cash and cash equivalents amount to approximately RMB 835 million. Additionally, the company has approximately RMB 878 million in short-term liabilities and over RMB 1.1 billion in long-term loans.

In this regard, Winnovation Culturaltainment informed reporters that the company will comprehensively utilize its own funds, bank financing, and other compliant channels for this acquisition.

**Net profit attributable to the parent company plummeted by 682% in the first three quarters, raising doubts about the synergy of "cultural tourism + technology."** The agreement also stipulates performance commitments and compensation. Xingyu Investment commits that Changxing Semiconductor's net profit for the year 2026 will not be less than 75 million yuan, and the cumulative net profit for the years 2026 and 2027 will not be less than 155 million yuan, while the cumulative net profit for the years 2026, 2027, and 2028 will not be less than 240 million yuan. The net profit will be based on the lower of the pre- and post-deduction values, excluding the impact of share-based payments, as audited.

If Changxing Semiconductor's cumulative net profit for any year does not reach 90% of the committed value, Xingyu Investment must compensate the difference in cash. Linked to this is the return mechanism for the performance compensation deposit: if the cumulative completion rate for 2026 and 2027 exceeds 90%, a total of 60% of the deposit can be returned in installments; if the cumulative completion rate for three years exceeds 100%, an additional 40% can be returned. If the above thresholds are not met, the compensation amount will be directly deducted from the deposit.

After the performance commitment period expires, Winnovation Culturaltainment will also conduct a goodwill impairment test. If there is an impairment of equity in Changxing Semiconductor, Xingyu Investment must compensate for the difference between the impairment amount and the performance compensation already paid.

The announcement states that after the transaction is completed, Changxing Semiconductor will be included in Winnovation Culturaltainment's consolidated financial statements. Winnovation Culturaltainment believes: "The storage chip business is expected to contribute to the growth of the company's operating revenue and improve the company's profitability. This transaction aims to allow the listed company and all shareholders to share the value brought by the rapid growth of the storage chip industry and enhance investment returns."

However, the transaction still faces multiple risks: including implementation uncertainties that require approval from the shareholders' meeting; risks of asset valuation and performance not meeting expectations due to industry cycles and market price fluctuations; the possibility of impairment of goodwill formed by the acquisition; reliance on overseas agents for raw material supply, which poses stability risks; and challenges in integrating corporate culture and management between the two parties. The company stated that it will strictly follow the approval procedures and actively respond to related risks.

Behind the cross-industry gamble, Winnovation Culturaltainment's performance is under pressure. As of the end of the third quarter of 2025, the company achieved operating revenue of 1.169 billion yuan, a decrease of 48.38% compared to the same period last year; the net profit attributable to the parent company was a loss of 486 million yuan, a decrease of 682% compared to the same period last year; the net profit attributable to the parent company after deducting non-recurring gains and losses was a loss of 496 million yuan, a decrease of 1281.42% compared to the same period last year. It is reported that the decrease in revenue is mainly due to a reduction in revenue from the company's real estate projects this period.

Regarding the consideration for the acquisition of Changxing Semiconductor, the Secretary of the Board of Winnovation Culturaltainment stated: "The technology foundation of the acquisition target is solid, and its business has entered a rapid growth phase. After a successful acquisition, it will help the listed company expand into new business areas and a second growth curve, achieving strategic transformation and fundamentally improving asset quality and profitability." The reporter noted that Winnovation Culturaltainment also pointed out in the announcement that this is to "optimize the industrial structure and diversify operational risks."

Zhang Yue, Chairman of Aoyou International, told reporters from the Huaxia Times that Winnovation Culturaltainment's cross-industry acquisition is more likely a passive "gamble" in response to the difficulties in its main business. Against the backdrop of performance pressure, the company chose to enter the technology and capital-intensive semiconductor packaging and testing industry, which is significantly affected by cyclical fluctuations, more as an attempt to break through during the contraction of its main business rather than a proactive strategic transformation based on long-term technological accumulation or industrial synergy Regarding the significant differences in business models between cultural tourism and the semiconductor industry, Winnovation Culturaltainment responded to reporters by stating: "Although there are differences in business models between the two major modules, the company will actively explore layouts aimed at transcending traditional business combinations and achieving a deeper level of 'dual empowerment.' By utilizing the underlying technologies provided by semiconductors, such as chips and computing power, we will empower the intelligent upgrade of the cultural tourism industry and create a brand new technological experience. At the management level, the listed company will manage in accordance with laws and regulations. The two major sectors will jointly empower the listed company, striving to build an industrial ecosystem that nourishes each other and advances in synergy, fundamentally improving the company's profitability, enhancing the performance of the listed company, increasing shareholder returns, and strengthening the company's risk resistance and long-term competitiveness."

Yuan Shuai pointed out to reporters: "Cultural tourism and semiconductors belong to different tracks, and the difficulty of achieving actual industrial synergy between the two in practice is extremely high. This synergy remains more at the theoretical level, with the imaginative space far exceeding the actual commercial value."

Regarding the company's proposal of using semiconductor technology to "empower the intelligent upgrade of the cultural tourism industry," Yuan Shuai stated that "it is more of a conceptual combination." For example, using semiconductor technology to enhance the intelligence level of cultural tourism projects, such as smart guiding and smart security, but these applications have minimal impact on the semiconductor packaging and testing business itself, and cannot transform semiconductor technology into a core competitive advantage for the cultural tourism business, nor can it feed back into the research and development and production of semiconductor packaging and testing through the cultural tourism business. He believes that under the current circumstances of main business losses and tight funds, the company is unlikely to invest sufficient resources to explore the synergy model between the two. The so-called industrial synergy is more about boosting market confidence and beautifying the promotional rhetoric of the acquisition logic, with very low likelihood of actual implementation, and unable to bring substantial business growth and value enhancement to the company

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