Orient Fashion kämpft um das "Shell": Der Neue im Ride-Hailing-Markt trifft auf einen Rivalen – Kapitaljäger Wang Zhaoguang nutzt einen Umweg, um die Kontrolle zu erlangen

31 years ago, the then 23-year-old Xu Xiong founded Dongfang Fashion (603377.SH) in Daxing, Beijing. Under the leadership of Xu Xiong, Dongfang Fashion gradually grew from a small driving school with only 15 training cars into the "largest driving school group in Asia." In 2016, Dongfang Fashion successfully went public on the Shanghai Stock Exchange and became the "first driving school stock."

However, after going public, Dongfang Fashion suddenly hit a turning point. In 2023, Xu Xiong was arrested on suspicion of market manipulation. Subsequently, problems such as the concealment of related - party transactions and the appropriation of the listed company's assets by affiliates came to light. The company's annual reports were given a negative audit opinion by the auditing firm, and the stock was marked with a warning.

Under the pressure of internal problems and external threats, Dongfang Fashion became insolvent and applied for preliminary restructuring in July of last year. In the next month, a consortium consisting of two industrial investors, namely Fuli Industrial Development (Shenzhen) Co., Ltd. (hereinafter referred to as "Fuli Industrial") and Beijing Zhongcheng Hehe Technology Development Center (Limited Partnership) (hereinafter referred to as "Zhongcheng Hehe"), as well as nine financial investors such as Daxing Investment, Zhongxiang Aviation Industry, and Shenzhen Limao Daji, was selected as the restructuring investor to gain control of the company.

At that time, it was speculated that the actual controller of Zhongcheng Hehe was Zhang Xiangqian, the actual controller of the former New Third Board - listed company Dice Technology. This also gave rise to market expectations for a reverse merger of Dice Technology with Dongfang Fashion.

At the same time, an online car - sharing company, Dengtu Holdings, also acquired a large number of the company's shares through capital increases and judicial auctions. Currently, Dengtu Holdings and its affiliated company Anhui Rongzhi hold 12.17% of Dongfang Fashion's shares and are for now the largest shareholder group. Suddenly, the question of control over Dongfang Fashion became a mystery.

Today, the "future" of Dongfang Fashion has changed again. Wang Chaoguang, the actual controller of the Growth Enterprise Market - listed company Hanbang High - Tech (300449.SZ), will take over Zhongcheng Hehe. If the restructuring progresses smoothly, Wang Chaoguang will become the new actual controller of Dongfang Fashion through this path.

On June 15, the stock price of Dongfang Fashion fell 1.95% to 3.52 yuan per share, and the market capitalization was about 2.5 billion yuan. After the restructuring investors of Dongfang Fashion were announced in August 2025, the company's stock price once rose sharply and reached a peak of 4.64 yuan per share in November of last year. However, the stock price then fluctuated downward and has now declined by about 24.14% compared with the peak in November of last year.

The capital giant Wang Chaoguang will become the "white knight"

On June 12, Dongfang Fashion announced that the company had signed a "Supplementary Agreement to the Restructuring Investment Agreement."

The supplementary agreement shows that the capital structure of the industrial investors of Dongfang Fashion, Zhongcheng Hehe, will soon be adjusted. The original shareholders such as Zhang Xiangqian and Cui Nan will all exit, and Beijing Jinhui Dingming Investment Management Co., Ltd. (hereinafter referred to as "Jinhui Dingming") and Beijing Kongdi Zhilian Technology Development Center (Limited Partnership) (hereinafter referred to as "Kongdi Zhilian") will become the new shareholders of Zhongcheng Hehe.

After the capital structure change, Kongdi Zhilian, controlled by Zhang Xiangqian, became the second - largest shareholder of Zhongcheng Hehe with a 48.30% stake, and Zhang Xiangqian lost control of Zhongcheng Hehe. Wang Chaoguang, the actual controller of Jinhui Dingming, became the new actual controller of Zhongcheng Hehe.

In addition, Fuli Industrial and Zhongcheng Hehe have also adjusted the number of shares to be acquired.

The previous "Restructuring Investment Agreement" stipulated that Fuli Industrial and Zhongcheng Hehe, as industrial investors, would acquire 133 million and 68 million shares respectively in Dongfang Fashion's capital increase. It follows that after the completion of the restructuring, the stakes of Fuli Industrial and Zhongcheng Hehe would be 10.99% and 5.60% respectively.

In the latest "Supplementary Agreement," Fuli Industrial and Zhongcheng Hehe confirmed that the number of capital - increase shares of both companies would be changed to 61 million and 141 million shares respectively, and that both parties would become consortium partners.

It follows that after the completion of the restructuring, the stakes of Fuli Industrial and Zhongcheng Hehe will be 4.99% and 11.59% respectively. Zhongcheng Hehe will become the new major shareholder of Dongfang Fashion, and Wang Chaoguang will become the new actual controller of the listed company.

This change has also caused higher costs for Fuli Industrial and Zhongcheng Hehe. When the "Restructuring Investment Agreement" was signed in August of last year, the entry price for both companies was 1.34 yuan per share, and the total amounts were 179 million yuan and 91 million yuan. After adjusting the number of shares to be acquired, the entry price was also recalculated based on the company's latest stock price and changed to 1.81 yuan per share. It follows that the two companies have to change the amounts to 110 million yuan and 255 million yuan.

Wang Chaoguang, the new actual controller of Dongfang Fashion, has been active in the capital market for many years and has rich experience in capital management. Official information shows that Wang Chaoguang is 54 years old and has previously served as the chairman of Yunnan Gezhouba Urban Operation Investment Co., Ltd. and Yunnan Gezhouba YuanTou Urban Operation Investment Co., Ltd.

In 2021, Wang Chaoguang, through his company Grace Fountain, participated in the capital increase of the Hong Kong - listed company Hong Kong Resources Holdings (2882.HK) (now "King Fook Group") and acquired 24.10% of the company's shares for a consideration of HK$32.5 million. After that, Wang Chaoguang became the co - chairman of the board of Hong Kong Resources Holdings.

In 2024, Wang Chaoguang sold his 24.10% stake in Hong Kong Resources Holdings for about HK$48.62 million to the parent company of Luk Fook Jewellery, Luk Fook Group (0590.HK), and left the company after a capital gain of over HK$16 million.

In the same year 2021, Wang Chaoguang, through his company Muchao Holdings, also participated in the capital increase of the A - share listed company Hanbang High - Tech. Muchao Holdings invested 517 million yuan and obtained 23.11% of the shares of Hanbang High - Tech. In 2024, this capital increase was implemented, and Muchao Holdings became the major shareholder of Hanbang High - Tech. Wang Chaoguang and another shareholder of Muchao Holdings, Li Ning, became the actual controllers of Hanbang High - Tech. Wang Chaoguang and Li Ning are closely related. Li Ning was previously a shareholder and the chairman of the board of Hong Kong Resources Holdings.

It should be noted that Fuli Industrial and Zhongcheng Hehe had previously promised that after the completion of the restructuring, Fuli Industrial and Zhongcheng Hehe, as major shareholders, should use their own and related business segments to support Dongfang Fashion and introduce high - quality assets into Dongfang Fashion in compliance with regulatory requirements to improve the company's business performance.

Previously, Zhang Xiangqian was the actual controller of Zhongcheng Hehe, and it is speculated that Zhang Xiangqian is the actual controller of the former New Third Board - listed company Dice Technology. Therefore, the market has speculated whether Dice Technology, which has a first - class survey qualification and a second - class exploration qualification, would conduct a reverse merger with Dongfang Fashion during this restructuring to go public.

If Wang Chaoguang successfully takes control of Dongfang Fashion, it remains to be seen whether he will introduce assets into Dongfang Fashion in the future.

Dengtu Holdings continues to increase its shareholding

While Dongfang Fashion is moving forward with the restructuring, an online car - sharing company, Dengtu Holdings, is also continuously increasing its shareholding in the company. This makes the future control of Dongfang Fashion even more uncertain.

According to the official website of Dengtu Holdings, the company was founded in 2021 and is an "online car - sharing company." It has four business areas, namely Dengtu Technology, Dengtu Leasing, Dengtu e - Station, and Dengtu Media. Dengtu Leasing has already established operations in 32 cities and deployed more than 17,000 vehicles. Dengtu Media has started operations in 10 cities and installed a total of 40,000 new advertising boards, and the number of contracts is over 100,000. Dengtu Holdings has stated that its goal is to rank first in the management of online car - sharing capacity in China.

Business registration information shows that Dengtu Holdings has three shareholders, namely Hainan Qiyun Investment, He Liming, and Hu Yechao, with stakes of 94.25%, 5%, and 0.75% respectively. Hu Yechao is the actual controller of Dengtu Holdings and holds 75.40% of the company's shares after review.

Since January 2025, Dengtu Holdings, together with its affiliated company Anhui Rongzhi, has continuously increased its stake in Dongfang Fashion through judicial auctions, capital increases, and other measures. By the end of March this year, the total number of shares of the listed company held by Dengtu Holdings and Anhui Rongzhi reached 12.17%, exceeding the 12.12% stake of Daxing Investment with state - owned background and its affiliated company Huaneng Trust. As a result, Dengtu Holdings became the largest shareholder of the company.

Naturally, the stake of Dengtu Holdings will also decrease after the completion of Dongfang Fashion's restructuring.

Currently, the total number of shares of Dongfang Fashion is 715 million shares. When the restructuring is completed, 500 million new shares will be issued, and the total number of shares will increase to 1.215 billion shares. At this time, the stakes of Fuli Industrial and Zhongcheng Hehe will be 4.99% and 11.59% respectively, while the stake of Dengtu Holdings and its affiliated companies will be diluted to about 7.16%. Compared with the industrial investor consortium, the stake of Dengtu Holdings is relatively low, and it remains to be seen whether it will participate in the competition for control of the company in the future.

In an announcement in March this year, Dengtu Holdings stated that the change in its rights and interests is based on the recognition of the long - term investment value of the listed company and the confidence in its future development. Within the next 12 months, it does not rule out the possibility of continuing to acquire shares of the listed company directly or indirectly, and there are currently no plans to sell the shares already acquired.

Just looking at the financial investment, Dengtu Holdings has already made capital gains. Most of the shares in the hands of Dengtu Holdings come from judicial auctions. Except for the latest bid price of 3.67 yuan per share, which is higher than the current stock price, the prices of the previous judicial auctions at 2.99 yuan per share, 2.18 yuan per share, and 2.83 yuan per share were all lower than the company's current stock price.

This article is from the WeChat account “Damo Finance” (ID: damofinance), author: Damo Finance, published by 36Kr with permission.