*ST Busen, Delisting Suspense

Long-established menswear company *ST Busen is about to welcome a new controlling party, but this change of hands is still full of uncertainty.

Yanfeng Digital has invested RMB 300 million to take over, but in the agreement it signed with the transferor, Fang Wei Tongchuang (方维同创), there are hidden “clauses”—if the target shares have not completed the transfer procedures before the 2025 annual report is disclosed, and after the annual report the company is delisted from the exchange, Yanfeng Digital has the right to terminate the transaction and demand a refund of all the share transfer payments already made.

At a critical moment for preserving its listing, Yanfeng Digital’s entry has also sparked differences in market views: on the one hand, there is hope that Yanfeng Digital can “turn the tide”; on the other hand, there are suspicions that it intends to obtain shell resources at a low price, and there remains considerable uncertainty about how things will be handled afterward.

Once again, change of hands

Recently, the long-established apparel company *ST Busen (002569.SZ) is set for yet another change of hands. On March 20, Fang Wei Tongchuang proposed to transfer the 21.3338 million shares it holds (14.81% of total share capital) to Yanfeng Digital via an agreement transfer. Yanfeng Digital will become the new controlling shareholder, and Wang Bo, the company’s actual controller, will become the new actual controller.

According to the announcement, the total consideration for this transaction is about RMB 302 million, or RMB 14.136 per share. Compared with the cost of Fang Wei Tongchuang’s judicial auction in 2024, it obtains a larger paper gain, while also bringing extremely high uncertainty.

After both parties signed and the signing announcement was disclosed, online discussions about “Aofei Data” related to this transaction spread rapidly.

Public information shows that Aofei Data (300738.SZ)’s controlling shareholder Guangzhou Haomeng’s wholly owned subsidiary Guangdong Panta You Network (广东磐塔游网络) holds 11.87% equity in Yanfeng Digital. Guangzhou Haomeng, as an LP participating investor in Guangzhou Foupup Changyue Partnership Enterprise, indirectly holds equity in Yanfeng Digital.

Such a relationship has led many small and medium investors to speculate. On the night of March 22, *ST Busen urgently clarified that Yanfeng Digital has no direct relationship with Aofei Data and has no business dealings.

It is worth noting that the timing of Yanfeng Digital’s move is quite special—it coincides with the key period for *ST Busen to preserve its listing. In the agreement both sides signed, Wang Bo also left a “backup plan.”

Given the possibility that the company may be terminated from listing after the 2025 annual report is disclosed, if the transfer procedures for the target shares cannot be completed before the annual report is disclosed, and after the annual report is disclosed, the transferee receives a 《Termination of Listing Prior Notice》, the transferee is entitled to unilaterally terminate this transaction and require the transferor to refund the share transfer price already paid.

This means that Fang Wei Tongchuang is still far from fully cashing out and exiting.

In January this year, *ST Busen disclosed a performance forecast, expecting 2025 operating revenue of RMB 120 million to RMB 170 million, and non-GAAP net profit of RMB 9 million to RMB 13 million. If the final audited financial data shows a major change, the company will still face delisting risk.

Frequent changes of actual controllers

The new actual controller of *ST Busen, Wang Bo, has many years of experience in finance, private equity, and factoring, with a wealth of capital operation track record.

According to public information, he previously served as an executive at multiple companies, including *ST Lingda, Zhongguancun, King Kong Game, and Jinhui Bolin Commercial Factoring, and he also holds equity in companies such as Shandong Jiniu Private Fund and Hedu Capital, mainly active in financial fields such as factoring and private equity.

Whether his sudden entry this time can truly turn the tide remains highly uncertain.

Over the past decade or more, the boss of *ST Busen has frequently changed; it could be said to be a “fixed shell” with “flowing” actual controllers.

By reviewing the timeline, the earliest move to change hands was intended to seek a transformation of the main business. Unexpectedly, after leaving the Zhuji family of the Shou family, the company continued to change hands, repeatedly failed to transform, and gradually became a shell resource controlled by various parties.

In 2015, the controlling shareholder Busen Group transferred 41.89 million shares it held (29.86% of total share capital) to Shanghai Ruiji. The actual controller changed from the Shou Caifeng family to Yang Chen, Tian Yu, Mao Guiliang, and Liu Jing.

In 2016, Xudong of the Galaxy system (徐茂栋) spent RMB 21.33M to acquire 95.02% equity in Shanghai Ruiji, thereby gaining control of *ST Busen, and also halted the company’s mid-to-high-end jacket project, pushing the company toward transformation into a financial services platform.

A year later, Anjian Technology received a consideration of RMB 1.01B to acquire a 16% equity stake in *ST Busen held by Shanghai Ruiji, and also accepted a proxy delegation of voting rights over 19.4 million shares. Through this, it obtained 29.86% of the voting rights, becoming the controlling shareholder. The actual controller changed from Xudong to Zhao Chunxia, continuing to lead the company’s transformation toward the financial technology sector.

In 2019, the 22.4 million shares that Anjian Technology held in the listed company (16% of total share capital) were put up for judicial auction and won by Dongfang Hengzheng, becoming the largest shareholder. After an internal battle for control, Wang Chunjiang became the actual controller, and he still tried to push forward development in financial services.

In August 2021, Wang Chunjiang irreversibly delegated 60% of the voting rights of his stake in Dongfang Hengzheng to his mother-in-law Wang Yazhu. The company’s actual controller changed again.

In June 2024, 21.3338 million shares in *ST Busen held by Dongfang Hengzheng (14.81% of total share capital) were placed on a judicial auction platform. Fang Wei Tongchuang won the bid with RMB 162 million, becoming the controlling shareholder. The actual controller changed from Wang Yazhu to the Baoji Municipal Finance Bureau.

After Fang Wei Tongchuang took over, it began a difficult battle to preserve the listing. After completing the reshuffling of the board of directors, its plan to sell a 35% stake in Shaanxi Busen unexpectedly failed. With the fate of preserving the listing hanging by a thread, it had no choice but to bring in “external help.”

A rough road

Busen was once grouped together with Yageer, Sansun, and Tai Ping Bird as one of China’s four major brands in men’s formalwear.

In the 1980s, Busen founder Shou Caifeng started out by working on sewing machines, and later became a technician at a township-run garment factory. In 1993, Shou Caifeng founded the company’s predecessor, Busen Garment Co., registered the Busen trademark, built its own clothing factory, and gradually gained a reputation in Zhuji, a small city in the north-central part of Zhejiang.

Like Yageer and Sansun, Busen Co., Ltd. mainly focused on men’s business clientele, with products centered on formalwear and casual wear such as men’s dress shirts, suits, and slacks. In 2013, the company signed Huang Xiaoming as a spokesperson. Through the advertising feature film “Live Out the Man’s Style (活出男人范),” the brand gained widespread exposure.

Men’s apparel brands such as Busen, Sansun, and Yageer rose rapidly in the 1990s, largely because they rode the wave of the era.

At that time, after a long period of monotone Zhongshan suits, the menswear market surged quickly. Meanwhile, because men’s apparel can be scaled up and produced easily, it became a dominant category in the market.

In China’s national menswear market, two major merchant groups formed—those from Ningbo and Wenzhou—occupying the market by moving into Shanghai Nanjing Road and Xujiahui commercial districts, relying on arrangements such as mall counters co-operations and celebrity endorsements.

In this wave of trend, the Shou Caifeng family accumulated capital in the apparel sector, extending its business reach into areas such as real estate and trading in Zhuji through Busen Group.

However, in the capital arena, the company’s sensitivity was relatively lacking. In 1996 and 1998, Sansun Co., Ltd. (seeking rights), Yageer entered the A-share market one after another; in 2007, Bird of Joy (喜鸟) went public—several menswear brands then gathered in the capital market.

It was not until 2011 that Busen Co., Ltd. completed its listing, and its peak business period also stayed in that year: it achieved operating revenue of RMB 715 million and attributable net profit of RMB 53 million.

In 2014, the listed shares were released from lock-up, and the Shou Caifeng family reduced their holdings intensively. After 2015, with structural adjustments in China’s menswear market accelerating the industry’s transformation, the Shou Caifeng family chose to exit. Busen Co., Ltd. gradually became a shell resource that changes hands frequently, and its ability to operate steadily was severely insufficient.

In the past three years, the company’s revenue scale has been maintained above RMB 100 million, and it has recorded losses for three consecutive years in attributable net profit. Today, it has already reached the edge of delisting.

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