Old Travel Enterprise Faces Delisting Crisis, "Robbing Peter to Pay Paul" Shell-Preservation Tactics Cannot Solve Fundamental Problems

The risk of delisting due to negative net assets looms over Xi’an Tourism Co., Ltd. (Stock code: 000610.SZ, hereafter “Xi’an Tourism”), which has initiated emergency asset disposals just before the annual report disclosure. The company recently announced plans to transfer a 50% stake in Xi’an Hongtu Innovation Investment Co., Ltd. (“Hongtu Company”) and a 30% stake in Xi’an Xlv Innovation Investment Management Co., Ltd. (“Xlv Venture”) to a subsidiary of its controlling shareholder, Xi’an Tourism Group Co., Ltd., for a total transaction price of approximately 15.81 million yuan. This related-party transaction, seen by the market as a “shell protection” move, may not fully resolve the delisting crisis, and the market remains cautious. As of press time, Xi’an Tourism has not responded to inquiries from Huaxia Times.

Negative net assets threaten the company

As the first state-owned tourism listed company in Northwest China, Xi’an Tourism is facing its most severe test since going public in 1996. According to the company’s performance forecast released at the end of January 2025, preliminary calculations by the finance department estimate that the net assets attributable to the parent company at the end of 2025 could fall between -53.34 million yuan and -3.17 million yuan. According to the Shenzhen Stock Exchange Listing Rules, if the audited year-end net assets are confirmed negative, the company’s stock will be subject to delisting risk warning after the 2025 annual report is disclosed, and the stock abbreviation will be prefixed with “*ST”.

The annual report is scheduled for release on April 24, leaving Xi’an Tourism only about a month. The forecast also shows that the company expects operating revenue of 515 million to 595 million yuan in 2025, but net profit attributable to shareholders will be a loss of 237 million to 290 million yuan. The company attributes the performance decline to a combination of weak consumer demand and rigid cost structures. Due to the impact of the consumption environment, hotel occupancy rates and average room prices have declined simultaneously, while fixed costs such as property rents cannot be reduced accordingly; additionally, impairments of inefficient assets in the outlet sector and large write-down provisions for the Zaga Na project further eroded current profits.

On March 17, Li Boxuan, operations manager of Huaxin Dongfang (Beijing) International Travel Agency, summarized briefly to Huaxia Times: “Drinking poison to quench thirst.” He added, “Without external opportunities, the outlook for Xi’an Tourism is very bleak.”

Quick disposal of profitable assets

Following the exposure of the negative net assets risk, Xi’an Tourism quickly initiated asset disposal procedures. The announcement shows that the company plans to transfer a 50% stake in Hongtu Company and a 30% stake in Xlv Venture to Xi’an Tourism Group Industrial Investment Co., Ltd., a related party, for 13.98 million yuan and 1.83 million yuan, respectively. After the transaction, Xi’an Tourism will no longer hold any shares in these two companies, and the proceeds will be used entirely for daily operations.

Notably, among the assets being sold are still profitable “cash cows.” The audited financial data for 2025 shows that Hongtu Company had zero revenue and a net loss of 1.5336 million yuan, with a net asset of 25.51 million yuan at the end of the period; meanwhile, Xlv Venture achieved revenue of 6.2879 million yuan, net profit of 3.7574 million yuan, and a net asset of 6.1029 million yuan. Although the other shareholder, “Shenzhen Chuangtou,” is a company that has waived its preemptive rights, selling a profitable subsidiary’s equity still raises questions about the motives behind the transaction.

On March 16, a manager from a securities firm told Huaxia Times: “This is a typical ‘robbing Peter to pay Paul’ shell protection move.” Selling profitable assets may provide short-term relief, but whether it can truly resolve the delisting crisis depends on whether the audited net assets turn positive by the time of the annual report disclosure on April 24.

Persistent losses in core business

Even if this asset sale and related-party transactions temporarily avoid the “delisting warning,” the fundamental difficulties remain. Financial data shows that since 2013, Xi’an Tourism has experienced 12 consecutive years of net losses after non-recurring gains and losses, with its main business severely lacking the ability to generate cash. Despite owning well-known regional hotel brands like “Xlv Wan’ao” and expanding its travel agency and hotel network, this expansion has increased the company’s burden. In the first half of 2024, the gross profit margin of its hotel business fell to -12.54%, falling into a vicious cycle of “more stores, bigger losses.”

On March 18, an investor told reporters that this is essentially an emergency survival operation aimed at “shell preservation,” with significant contradictions between short-term effects and long-term costs. On the positive side, the controlling shareholder’s related-party transactions—taking over loss-making subsidiaries and acquiring profitable assets with cash—provide much-needed liquidity support before the annual report, helping to mitigate the risk of delisting caused by negative net assets. This “big shareholder blood transfusion” reflects the state-owned platform’s intention to maintain its listing status. However, the core issue is that, in exchange for short-term relief, the company is forced to sell still-profitable “cash cow” assets—Xlv Venture—meaning it will permanently lose this revenue stream, further weakening its already fragile self-sustaining ability.

Public information indicates that as of the third quarter of 2025, the company’s asset-liability ratio has soared to 93.55%, with only 110.6 million yuan in cash, while short-term borrowings reach 627 million yuan, creating a liquidity gap of nearly 570 million yuan. Facing this situation, Xi’an Tourism Group, the controlling shareholder, has repeatedly stepped in with “blood transfusions,” including a proposed private placement at the end of 2025 to raise no more than 300 million yuan to supplement working capital and repay bank loans, as well as the current transfer of stakes in two subsidiaries. According to disclosures, the total related-party transactions (including this one) over the past 12 months, without shareholder approval, have reached 34.82 million yuan, accounting for 14.71% of the latest audited net assets.

As the annual report disclosure date approaches, the market is watching whether this veteran travel company can survive the current crisis through asset sales and shareholder support. An industry insider involved in banking investments noted on March 18 that relying on asset disposals and shareholder “blood transfusions” is not a long-term solution. The real challenge for Xi’an Tourism is how to reshape its business model and regain core competitiveness under the new board of directors.