How Do "Shadow Vanke" Entities Profit from Vanke?

Deep News
Feb 12

In the final month of the Year of the Snake, China Vanke Co., Ltd. found itself in a state of turmoil. Following the criminal enforcement measures taken against President Zhu Jiuzheng and reports of Chairman Yu Liang's disappearance, the company's projected 2025 loss of 82 billion yuan has sparked widespread discussion. Once regarded as a top performer that anticipated the real estate downturn and championed "survival," Vanke now appears unable to escape the industry's decline, falling into a debt crisis.

Market observers are questioning the reasons behind the fall of Vanke, which once claimed to operate "in the sunlight." This scrutiny has turned to a series of "shadow" companies controlled by Vanke's senior management. These entities operate outside Vanke's direct control and first came to light during the Baoneng-Vanke takeover battle due to their substantial purchases of Vanke stock. In recent years, these "shadow" companies have been accused of establishing employee investment platforms, taking stakes in numerous Vanke real estate projects for profit, and even facing allegations of "hollowing out Vanke" and "violating shareholder rights."

An investigation reveals that core "shadow" companies, centered around Boshang Asset Management Co., Ltd. and its subsidiary Shenzhen Boshang Shuntai Industrial Co., Ltd., have frequently engaged in transferring land parcels or real estate projects to Vanke in recent years. This process involves the Boshang-affiliated companies acquiring the land or projects first, only to sell them to the listed company Vanke shortly afterward.

The transferred projects are located in various regions, including northern provinces, the Pearl River Delta, and even Vanke's home base of Shenzhen. This raises questions: even if Vanke needed an intermediary for expansion elsewhere, why would such arrangements be necessary for projects in Shenzhen? Furthermore, evidence suggests that at least some projects held by Boshang were promoted under the Vanke brand, and Bosang executives have long held positions at Vanke, indicating no clear land acquisition advantage for Boshang itself. As a globally recognized developer, why would Vanke frequently require a "middleman" to secure projects?

Due to a lack of public disclosure, it remains unconfirmed whether Boshang-affiliated companies profited from inflated prices in these transfers to Vanke. Nevertheless, the existence of this transaction model is puzzling.

Additionally, Boshang "shadow" companies frequently appear as shareholders in Vanke's joint ventures. Compared to other Vanke projects, those with Boshang participation appear to receive more generous financial support from Vanke.

Based on 2023 peak data, one top-tier holding company invested in by the Boshang group saw at least six of its project companies receive over 2 billion yuan in funding from Vanke. Collectively, these transactions accounted for approximately 16.7 billion yuan in other receivables on Vanke's books. This figure represents only a portion of the funding received by projects involving "shadow" companies; many other entities, controlled through natural persons or funds, are difficult to trace and have also received financial support from Vanke.

Funds disbursed by Vanke to project companies are recorded as other receivables, which have consistently exceeded 200 billion yuan since 2018. In 2024 and 2025, Vanke recognized impairment losses on these receivables, indicating that some amounts are considered difficult to recover, contributing to the company's losses.

Did shadow companies engage in land "flipping" with Vanke? Although Vanke announced a strategic contraction in 2018, it continued acquiring projects from "shadow" companies until late 2022, when the industry downturn intensified.

In late 2022, a "shadow" company, operating under the name Wuhan Wanchen Real Estate Development Co., Ltd., acquired a land parcel and soon after sold it to listed company Vanke.

Corporate records show that Wuhan Wanchen is 40% owned by Shenzhen Fushi Real Estate Development Co., Ltd., controlled by businessman Ye Hongda from Lufeng, who has stakes in numerous Vanke projects. The remaining 60% is held by Shenzhen Fenghui Zhicheng Industrial Co., Ltd., a wholly-owned subsidiary of Shenzhen Boshang Shuntai. Boshang Shuntai shares legal representative, contact number, and email with Boshang Asset Management, whose early shareholder was Shenzhen Jinse Asset Investment Center, affiliated with Meisha Capital, another Vanke "shadow" company.

Reports indicate that during the Baoneng-Vanke battle, Vanke entrusted its annual collective bonuses to a third party for investment management. These funds, under Meisha Capital, established a fund that purchased significant Vanke stock. Meisha Capital has no equity ties to Vanke but was controlled by Vanke veteran and former supervisor Ding Fuyuan, later managed by He Zhuo from Vanke's strategic investment department. Subsequently, numerous companies controlled by Vanke executives but without formal equity links to Vanke have been identified as "shadow" companies, with the Boshang group being a core branch.

In 2023, soon after "shadow" company Boshang Shuntai, via Wuhan Wanchen, acquired the land, it transferred both the parcel and the development company's equity to Vanke.

In late 2022, Wuhan Wanchen won the P(2022)113 plot in the Financial Port area for 896 million yuan. By September 2023, Fenghui Zhicheng, controlled by Boshang Shuntai, exited its stake, and a newly established Vanke subsidiary, Wuhan Wan Yao Enterprise Management Service Co., Ltd., acquired the 60% holding. The land was subsequently developed into the "Vanke·Optical Valley Jinyao Residential Quarter."

Vanke's financial reports explicitly state that Wuhan Wanchen was added as a subsidiary in 2023 through acquisition. A key question arises: for a publicly auctioned project, why didn't Vanke participate directly in the bidding? Instead, it acquired the project company from shadow company Boshang Shuntai months later. Was the transfer at the original 896 million yuan auction price, at a discount, or at a premium? This remains an opaque area.

Such cases are not isolated. Often, "shadow" companies transfer land to Vanke within months, or even a month, of acquisition, leaving little time for preliminary work.

In March 2020, Xuzhou Wanhong Real Estate Co., Ltd. acquired a residential plot in Gulou District, Xuzhou, for 168 million yuan. The original shareholders transferred their stake in April 2020 to Boshang-affiliated Shenzhen Huichuang Hongzhi Industrial Co., Ltd. The following month, Huichuang Hongzhi transferred the newly acquired project to Vanke subsidiary Xuzhou Wanjin Enterprise Management Service Co., Ltd. and another Boshang fund, each taking a 50% stake. By 2024, the Boshang fund fully exited, and Wanhong Real Estate became a wholly-owned Vanke subsidiary.

In Xinjiang, Xinjiang Zhongwan Jiechuang Real Estate Development Co., Ltd. purchased a residential plot for 211 million yuan in late 2019. Initially wholly owned by Zhongtian Wanhong (Shenzhen) Investment Holding Co., Ltd., which was equally owned by Guangdong Zhongtian Industrial Investment Group and Boshang's Shenzhen Huafeng Investment Co., Ltd., 70% of Xinjiang Zhongwan Jiechuang's equity was transferred to Vanke subsidiary Xinjiang Wanli Fengshang Enterprise Management Consulting Co., Ltd. in August 2020, making Vanke the majority shareholder.

While using an intermediary for expansion outside its home region might be rationalized, similar practices occurring in southern China, particularly in Vanke's home base of Shenzhen, are harder to explain.

Shenzhen Huicheng Tongtai Industrial Co., Ltd. was originally wholly owned by Boshang Shuntai. On May 28, 2020, its subsidiary, Shenzhen Huatong Jiye Investment Co., Ltd., acquired a plot in Longhua District, Shenzhen, for over 18 million yuan. The very next day, Boshang Shuntai transferred a 50% stake in Huicheng Tongtai to Shenzhen Vanke, followed by the remaining stake in 2024. Vanke's 2023 report also lists Huicheng Tongtai as a subsidiary added "through acquisition."

In Dongguan, adjacent to Shenzhen, Vanke took over a large project from Yue Hongyuan, which also passed through Boshang's hands.

In late 2019, Yue Hongyuan's subsidiary, Guangdong Hongyuan Investment Co., Ltd., along with two partners, acquired a land use right in Dongguan for 2.552 billion yuan. They established a project company, Dongguan Zhongwan Hongxin Real Estate Co., Ltd., for development. In 2020, the three shareholders transferred a combined 70% stake in Zhongwan Hongxin to Shenzhen Kaifu Industrial Investment Co., Ltd. The majority shareholder of Kaifu Investment (51%) was Shenzhen Huafu Investment Co., Ltd., part of the Boshang group, while a Vanke-controlled entity held the remaining 49%. By 2023, Kaifu Investment transferred its entire 70% stake in Zhongwan Hongxin to the Vanke-controlled entity, making Zhongwan Hongxin a Vanke subsidiary acquired through purchase.

Such examples are numerous. Does the more renowned Vanke need Boshang as a middleman to secure projects because Boshang has a land acquisition advantage?

However, evidence suggests that at least some projects held by Boshang were operated under the Vanke name, undermining the argument that Boshang possesses superior local advantages.

Hangzhou Jinning Real Estate Co., Ltd. was established in 2019 by a Boshang-affiliated company, registered at the Vanke Center in Hangzhou. By May 2020, Vanke had announced that Hangzhou Jinning would develop its new-generation residential project "Zhangyi Cuiwan." It wasn't until July 2020 that Boshang transferred a 40% stake in Hangzhou Jinning to a Vanke subsidiary. The remaining 60% was transferred to Vanke by 2024, making Hangzhou Jinning a Vanke subsidiary acquired "through acquisition."

Corporate records also show that many Boshang-affiliated companies have zero employees enrolled in social security, and their executives hold concurrent positions at Vanke. This raises the question: are Boshang entities genuine development companies, or are they shell companies used by Vanke executives to circulate land assets?

Billions in Receivables Flow to "Shadow" Joint Ventures In some collaborations, "shadow" companies do not transfer projects to Vanke but instead establish joint ventures with Vanke for co-development.

During project construction, Vanke provides financial support to numerous projects under the guise of operational funds. From 2014 to 2018, during Vanke's rapid expansion, payments to partners and joint ventures grew at an average annual rate of over 50%.

In 2018, Vanke held a press conference emphasizing "survival" and announced a strategic contraction. However, the financial drain from external cooperative projects only slowed abruptly in 2019. The 2018 annual report showed a 50% surge in Vanke's other receivables to over 240 billion yuan, remaining between 200 and 250 billion yuan thereafter.

Many projects draining funds from Vanke are linked to "shadow" companies controlled by Vanke executives.

As of 2023, companies including Tianjin Ningxi Real Estate Development Co., Ltd., China Development Investment Co., Ltd., Beijing Ningxi Real Estate Development Co., Ltd., Tianjin Ninghan Real Estate Development Co., Ltd., and Beijing Greentown Yinshi Real Estate Co., Ltd. had receivables from Vanke amounting to 2.888 billion yuan, 2.837 billion yuan, 2.825 billion yuan, 2.812 billion yuan, and 2.99 billion yuan, respectively. These companies are ultimately wholly owned by Beijing Wanfu Yangguang Investment Co., Ltd., which itself had receivables of 2.344 billion yuan from Vanke in 2023.

Further tracing reveals that Wanfu Yangguang is 40% owned by a Vanke subsidiary, with the remaining 56% held by Shenzhen Jindi Investment Consulting Partnership, which is wholly owned by Shenzhen Boshang Shuntai, clearly identifying it as part of the Boshang "shadow" network.

The combined receivables from just these mentioned companies approached 16.7 billion yuan in 2023. Based on ownership stakes, the "shadow" company portion was nearly 8.4 billion yuan. This represents only a fraction of the joint ventures involving "shadow" companies.

As of 2022, Tianjin Harmonious Home Construction Development Co., Ltd. owed Vanke 2.387 billion yuan. Tianjin Harmonious Home is 45% owned by Tianjin Vanke, 30% by another partner, and 25% by Shenzhen Guanghuida Real Estate Investment Co., Ltd., a clear Boshang entity sharing contact details with top Boshang companies.

Another joint venture, Foshan Vanke Commercial Management Co., Ltd., had receivables of 2.797 billion yuan from Vanke in 2023. Vanke holds only a 20% stake, with the remaining 80% controlled by Shenzhen Jinxiu Dicheng Industrial Co., Ltd., another identifiable Boshang company. Corporate records show Jinxiu Dicheng is ultimately owned by Shenzhen Naide Industrial Co., Ltd., which was initially registered at the same address as other Vanke "shadow" companies in Nanshan District, Shenzhen.

Additionally, some large receivables involve parties with unclear backgrounds.

Vanke's 2022 report showed receivables of 5.493 billion yuan from joint venture Guangzhou Wansha Real Estate Co., Ltd., in which Vanke holds a 50% stake. However, corporate records indicated Guangzhou Wansha was 100% owned by a Vanke subsidiary. It wasn't until 2024 that Beijing Wanqi'an Enterprise Management Consulting Co., Ltd., which is ultimately controlled by Vanke, acquired a 20% stake, suggesting the other 50% owner remained hidden for years.

Another company, Guangdong Wanquan Investment Development Co., Ltd., had receivables of 4.495 billion yuan from Vanke as of 2022. It is 50% owned by Vanke Financial Advisory Co., Ltd., with the other 50% held by an obscure sole proprietorship, Qushui Wanquan Technology Co., Ltd., established by natural person Yang Xueyan, about whom little is known.

The over 200 billion yuan in other receivables have long been a major risk for Vanke. In 2024, Vanke began recognizing impairment losses, booking 25.8 billion yuan in credit impairment losses on other receivables. This signals that a significant portion of the funds流向合作项目 may be unrecoverable.

According to a recent earnings forecast, Vanke expects a massive loss of 82 billion yuan for 2025, also citing impairment losses due to increased business risk exposure. The 25.8 billion yuan impairment in 2024 directly contributed to that year's loss of 49.478 billion yuan. How much of the projected 2025 loss of 82 billion yuan will stem from further impairments on other receivables awaits clarification in the annual report.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

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