Jiangsu's richest couple is once again swapping the signboard on one of their A-share platforms. Chen Jianhua and Fan Hongwei, the husband-and-wife team behind the so-called "Hengli System," have already placed their shipbuilding business inside a listed ceramic company, and now even the name is being changed.
Recently, Guangdong Songfa Ceramics Co.,Ltd. (SH: 603268) announced plans to rename itself "Hengli Shipbuilding Heavy Industry Co., Ltd." with the securities abbreviation to become "Hengli Heavy Industry," while also removing "daily-use ceramic products sales" from its business scope. The relevant proposal will be submitted to a shareholder meeting on November 17. At the same time, the company rolled out a share buyback plan worth between 500 million yuan and 1 billion yuan. An announcement on the evening of November 10 brought further progress: the Dalian branch of Industrial Bank has issued a commitment for a dedicated buyback loan of no more than 900 million yuan with a term of no more than three years, with the actual lending subject to a formally signed loan contract.
From spending about 820 million yuan to acquire control in 2018, to injecting Hengli Heavy Industry at a valuation of 8.006 billion yuan in 2025, and then raising 11 billion yuan through two rounds of private placements, the "Hengli System" has completed a round of asset, equity and financing restructuring around Songfa Ceramics. As of the close on November 11, Songfa Ceramics traded at 164.8 yuan per share, with a total market value of 167.9 billion yuan. How did a listed ceramics platform transform into the Hengli System's hundred-billion-yuan shipbuilding platform?
820 million yuan for control, a ceramics stock waits for a big shipyard
In 2018, Songfa Ceramics' signboard still read porcelain, with its factory in Chaozhou, Guangdong, while Hengli Group's main business was chemical fiber and petrochemicals. In August of that year, Hengli Group signed a share transfer agreement with Songfa Ceramics' then-controlling shareholders Lin Daofan and Lu Qiaoxiu, acquiring 37.428 million shares at 21.91 yuan per share, or 29.91% of total share capital, for a total price of about 820 million yuan. After the transaction, Chen Jianhua and Fan Hongwei became the actual controllers of Songfa Ceramics. The money was paid to the original shareholders who sold the shares. What Hengli Group obtained was control of a listed company with A-share financing channels, while the ceramics business remained inside the listed company.
The "Hengli System" gained the platform but still had to face the operating pressure of the old business. Songfa Ceramics reported revenue of 275 million yuan in 2024 and a net loss attributable to shareholders of 76.6424 million yuan. In April 2025, the company was placed under delisting risk warning because certain financial indicators triggered listing rules. The weak profitability of the ceramics business, along with previously stalled education operations and asset impairment issues, was also sorted through one by one in responses to restructuring inquiries.
Meanwhile, the "Hengli System" made another acquisition in the north. In July 2022, Hengli Heavy Industry obtained through auction the relevant assets of 13 former STX companies in Dalian, including factories, docks, land-use rights and machinery, with the auction price and taxes totaling about 2.11 billion yuan. These assets were later received by subsidiaries including Hengli Shipbuilding, Hengli Engine and Hengli Offshore Engineering. For a company preparing to enter the shipbuilding industry, plants and dry docks solved part of the infrastructure problem. Next came repairing equipment, filling in supporting facilities, building teams and taking orders, until ships were actually delivered.
According to the company's feedback reply to the exchange, after the acquisition the Hengli System continued to invest funds to repair and renovate the former STX assets and add new assets, and shipbuilding operations resumed production in the first half of 2023. The value of the shipyard also changed with subsequent investment and operations. In October 2024, Songfa Ceramics disclosed its restructuring plan. The southern listed ceramics company and the northern shipyard began converging in the same transaction plan.
From the perspective of the original business, this was a cross-industry move from ceramics to shipbuilding. From the shareholder perspective, it was Chen Jianhua and Fan Hongwei injecting their shipbuilding assets into another listed platform they already controlled. Business, team and factory entered together, and the listed company completed a full switch of its main business. This also gave the two previously separate investment lines an intersection point. The listed platform bought early by Hengli took on the shipyard later acquired and revitalized, with the exit of the ceramics business and the entry of shipbuilding completed in a single restructuring.
8 billion yuan restructuring, 11 billion yuan financing
To buy assets worth 8 billion yuan, Songfa Ceramics adopted a two-step approach of asset swap and share issuance. According to the restructuring report, all of the company's assets and operating liabilities as of the valuation base date were valued at about 513 million yuan and taken over by Zhongkun Investment to offset part of the acquisition consideration. The remaining approximately 7.493 billion yuan was paid by Songfa Ceramics through share issuance to Zhongkun Investment, Suzhou Hengneng, Hengneng Investment and Chen Jianhua. The issue price was 10.16 yuan per share, with about 738 million new shares. After the transaction, Songfa Ceramics held 100% equity in Hengli Heavy Industry, and the original ceramics business exited.
This arrangement solved several things at once. The listed company handed over the old business, obtained complete shipbuilding assets, and kept large cash outlays in the acquisition phase under control. The counterparties handed over Hengli Heavy Industry equity in exchange for listed company shares, and the value of their assets would thereafter change with the listed platform's operations and market valuation. Chen Jianhua personally received about 131 million shares in this transaction. Zhongkun Investment became the direct controlling shareholder, while Chen Jianhua and Fan Hongwei remained the actual controllers. The restructuring report determined that the transaction constituted a major asset restructuring and a related-party transaction, but did not constitute a restructuring listing under regulatory rules.
Why did the main business change while the transaction did not constitute a restructuring listing? The report gave the basis at the control level. Before and after the transaction, the actual controllers were both Chen Jianhua and Fan Hongwei, and there had been no change in control of the listed company in the 36 months before the transaction. The timing of the "Hengli System's" early acquisition of control and the later injection of shipbuilding assets thus became linked in regulatory judgment.
Once the assets entered the listed company, the shipyard's subsequent construction still needed money. Cash-raising issuances followed in 2025 and 2026 respectively. In August 2025, the supporting fundraising issued about 109 million shares at 36.67 yuan per share, raising a total of 4 billion yuan and about 3.932 billion yuan net. In July 2026, the company issued about 47.9386 million shares at 146.02 yuan per share to 15 investors, raising 7 billion yuan and about 6.941 billion yuan net. Adding the two disclosed figures, the two private placements raised a total of 11 billion yuan, or about 10.873 billion yuan after deducting issuance expenses, used according to their respective plans.
Under the adjusted 2026 fundraising use plan, 5 billion yuan goes to a green intelligent high-end shipbuilding integration project, 1.5 billion yuan to curving and assembly supporting upgrades, and about 441 million yuan to supporting dock construction. The funds flow through the listed company as a capital increase to Hengli Heavy Industry, and then from Hengli Heavy Industry to its implementation entities, ultimately corresponding to specific production facilities. The company still needs to coordinate cash for these projects. In an August announcement, it planned to temporarily use no more than 1 billion yuan of idle raised funds for production and operating activities related to the main business for no more than 12 months, and promised to return the funds promptly when projects need them. Expansion has its construction rhythm, and daily production has its payment rhythm; both sides need working capital.
Looking back at this path, the listed platform first used original assets and shares to obtain the shipbuilding business, then issued shares to outside investors to raise cash needed for expansion, allowing the capital market to participate in the shipyard's subsequent construction. Share issuance also brought dilution. After the 2026 private placement was completed, the combined shareholding ratio of Zhongkun Investment and Chen Jianhua and other concert parties fell from 79.83% to 76.07%. Outside capital came in, while the family still retained a relatively high stake. After family assets entered a public company, outside investors would share in operating fluctuations. Related-party transaction pricing, use of raised funds and subsequent returns would all have to be tested under the listed company's disclosure and governance framework.
Now the company plans to spend 500 million to 1 billion yuan repurchasing shares for future employee stock ownership or equity incentives, and the bank has also provided a dedicated loan commitment. After expansion financing, how to link share incentive arrangements with employees, production efficiency and performance targets will be another question. Li Xiao, deputy director of the Capital Market Regulation and Reform Research Center at the Central University of Finance and Economics, believes that as disclosure and compliance review of mergers and acquisitions continue to strengthen, corporate M&A will place more emphasis on synergies, and M&A by technology companies and cross-regional resource integration will further develop.
The "third-largest private company's" two A-share territories
Chen Jianhua's starting point for building Hengli was also a factory waiting to be revitalized. In 1994, Chen Jianhua and Fan Hongwei started from a small weaving factory in Wujiang, with Chen Jianhua investing 3.69 million yuan that year to take over a bankrupt township enterprise. Later, Hengli moved from weaving to chemical fiber, then extended upstream to petrochemicals and refining, gradually connecting the industrial chain from raw materials to textiles. Today, the numbers on wealth lists have changed in magnitude. The 2026 Hurun Rich List showed Chen Jianhua and Fan Hongwei ranked sixth nationwide with wealth of 302 billion yuan, first among listed entrepreneurs in Jiangsu. Hengli Group also has the title of "third-largest private company." In the 2026 China Top 500 Private Enterprises released by the All-China Federation of Industry and Commerce in September this year, ranked by 2025 revenue, JD.com, Alibaba (China) Co., Ltd. and Hengli Group took the top three spots.
The two A-share platforms carrying Hengli's capital operations are Hengli Petrochemical (600346.SH) and Songfa Ceramics. Hengli Petrochemical's predecessor was Darubber. In 2016, Hengli Group acquired control, the original assets and liabilities were divested, and Hengli Chemical Fiber assets were injected. In 2018, 100% equity of Hengli Investment and Hengli Refining was injected, extending the listed platform into petrochemicals and refining. Looking now at Songfa Ceramics' asset swap, share-based acquisition and financing expansion, Hengli already has similar operational experience.
The "Hengli System" capital map also includes NEEQ-listed Tongli Tourism (834199.NQ). Its 2026 interim report disclosed that Hengli Group held 90%, with Chen Jianhua and Fan Hongwei as actual controllers. Refining, shipbuilding and tourism businesses each have their own foothold on different public platforms. The shipbuilding territory has now entered a performance realization period.
Songfa Ceramics' third-quarter report showed that in the first three quarters of 2026, revenue was 37.774 billion yuan, up 221.25% year on year; net profit attributable to shareholders was 6.673 billion yuan, up 424.87% year on year; and non-GAAP net profit was 6.246 billion yuan. Cash flow also improved significantly. In the first three quarters, Songfa Ceramics' net cash flow from operating activities was 13.496 billion yuan, compared with a net outflow of 822 million yuan in the same period a year earlier. Expansion also requires calculating funding costs. The third-quarter report disclosed that the company's financial expenses in the first three quarters were about 1.018 billion yuan, including interest expenses of about 609 million yuan. After investment in shipbuilding equipment and docks, depreciation and other costs will also form in subsequent operations, so the connection between new project commissioning and order delivery directly affects expansion returns.
The "Hengli System's" capital operations have already connected the listed platform, shipbuilding assets and expansion funds. Original shareholders received cash when transferring shares, the counterparty injecting assets obtained listed company shares, and new investors used cash to support shipyard construction. The name change will make Songfa Ceramics' signboard follow its main business, but the shipyard still has to build and deliver ships one by one. From a small weaving factory worth 3.69 million yuan to the refining and shipbuilding territory of Jiangsu's richest couple, Chen Jianhua and Fan Hongwei have become familiar with how to connect industry and capital. What do you think of Songfa Ceramics' planned renaming to "Hengli Heavy Industry"? You are welcome to leave comments in the comment section for discussion.
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