Key investment events: The company announced that it plans to acquire 100% of the three shares with no more than 1.104 billion yuan, of which 356 million yuan will be paid in cash (the source is to raise supporting funds); 748 million yuan will be paid by issuing shares. Based on the issuance price of 10.67 yuan/share, it is estimated that 70,078 million shares will need to be issued. At present, the company has reached acquisition agreements with 18 shareholders who hold 93.59% of the shares of the three, and is in communication with another 13 shareholders who hold a total of 6.41% of the shares of the three parties. At the same time, it is planned to issue shares of 11.04 yuan/share to four investors, Cui Cheng, Pan Shengyang, and Qi Haiying, which will raise no more than 580 million yuan in supporting capital to pay for the transaction's cash consideration, marketing headquarters base construction project, digital integrated marketing system project, campus all-media upgrading project, construction of 8 offices nationwide, and payment of intermediary fees. The company continues to be suspended. Comment: Controlling shareholders participated in a fixed increase in support, and the equity ratio did not decrease but increased, demonstrating confidence in the company's future development. After the transaction was completed (taking into account the fixed increase in support), the company's total share capital increased to 359.36 million shares (+51.79%), the holding ratio of the holding stock East-West Travel Group increased from 28.26% to 29.96%, and the actual controller of the subject matter of the transaction and his co-actors became the second shareholder of the company, holding 15.69% of the shares. High performance commitments+strict compensation conditions+8-year service period and equity lock-up period ensure the subsequent healthy development of the acquisition target. 1) The original shareholders of Sanmeng promised that the net profit deducted from the parent in 2016-2018 was not less than 80 million yuan, 100 million yuan and 125 million yuan respectively, with growth rates of 266.97%, 25% and 25%, respectively; 2) The consideration for this acquisition was 13.8 times, compared with the weighted average price-earnings ratio of the market value of the integrated marketing of the A-share CITIC industry classification, 71 times (TTM, excluding negative values) and 37 times (corresponding to 16-year PE, excluding negative values) and 37 times (corresponding to 16-year PE, excluding negative values). The valuation is reasonable, but it is more reasonable, but compared to the new company's listing on the third board Fixed increase valuation The premium is about 100.52%; 3) The controlling shareholders of the triad have an unlocking period of 8 years, and at the same time have strict compensation conditions for performance not meeting the promised value (actual net profit is less than 90% of the promised value, the number of compensated shares is 1.2 times the compensation amount, when it is less than 80%, 1.5 times, and 2 times when it is less than 70%); 4) Qian Jundong promised to continue to serve as the general manager of the tribe for no less than eight years during the performance compensation period after the transaction is completed. At the same time, 10% and 20% of the performance commitments exceeded are rewarded to Qian Jundong and other relevant management, respectively. Sanxing Media Network Technology Co., Ltd. is a leading one-stop campus integrated marketing service company and professional full-case digital marketing service provider in China. The company has the advantages of university media resources, rich customer resources and professional service teams, and equity incentives. The main services are campus media development, operation and marketing services. They can be divided into campus all-media advertising services, campus PR campaign marketing services, and Internet product development and technical services. The campus consumer market is huge (the consumer market for college students is expected to reach 425.4 billion in 2016). It is also an important place for cultivating consumption habits and brand awareness among people about to enter the community. It has received attention from many enterprises, and has also laid a solid foundation for the rapid development of the trio. Profit forecast and investment rating: The company is actively seeking transformation in the context of pressure on its main business. Through this transaction, on the one hand, it has entered campus advertising and digital marketing business. In the future, the trio will further develop smart tourism systems and digital integrated marketing services, target the campus market and large customers, expand the national business layout, and at the same time can integrate with current tourism business and hotel management business to explore and develop hotel marketing and tourism marketing on the Internet; on the other hand, enhance the company's profitability and ease the current business difficulties. A high percentage of controlling shareholders' participation and strict conditions on the subject matter of the acquisition will ensure the healthy development of both parties after the transaction is completed. We are optimistic about the layout of the company's current emerging business and the development prospects of the campus integrated service industry. We expect the EPS for 16-18 to be 0.06/0.14/0.18 yuan (after considering this transaction, EPS is 0.26/0.37/0.46 yuan respectively), maintaining the “increase in holdings” rating. Risk warning: The fixed increase has not progressed as expected, the company's current main business continues to decline, and the competitive risk facing the acquisition target.