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云南旅游(002059)简评:收购文旅科技100%股权 盈利有望大幅改善

中信建投證券 ·  Aug 2, 2018 00:00  · Researches

The incident company announced on July 30 that it intends to purchase 100% of its shares in cultural tourism technology from OCT Group and three natural person shareholders, Li Jian, Wen Hongguang, and Jia Baoluo, by issuing shares and paying cash to purchase assets. The estimated value of the underlying assets is $2,016 billion. Among them, 60.00%, 12.80%, 9.60% and 9.60% of Cultural Tourism Technology's shares (total 92.00%) were purchased from OCT Group, Li Jian, Wen Hongguang, and Jia Baoluo respectively by issuing shares. The issue price of the shares was 6.65 yuan/share; and 3.20%, 2.40% and 2.40% of their shares in Cultural Tourism Technology were purchased from Li Jian, Wen Hongguang and Jia Baoluo by means of cash payment. The companies in the short evaluation had good profitability and injected lasting new vitality into the company's development. The cultural tourism technology that the company plans to acquire performed excellently. In 2016-2017, the company achieved operating income of 327 million yuan and 412 million yuan respectively, up 36.78% and 25.84% year on year; realized net profit of 0.87 million yuan and 156 million yuan respectively, up 37.68% and 79.46% year on year. Considering that the company's revenue and net profit levels in 2017 were 1,621 million yuan and 72 million yuan respectively, the target company's revenue and net profit accounted for 25.42% and 216.67% of the company in 2017. If this transaction is successfully completed, the company's profitability will be greatly improved, enhancing the company's ability to continue to operate and withstand risks. The company also signed performance commitments and compensation agreements with performance compensation obligors OCT Group, Li Jian, Wen Hongguang, and Jia Baoluo for this transaction. It was agreed that if the target company's net profit for the year the transaction was completed and the following two years fell below the predicted amount, the performance compensation obligor would be compensated with the company shares or cash obtained this time, indicating that the future performance of the target company is strongly guaranteed. The target company integrates “culture+tourism+technology” across borders. The main business of cultural tourism technology at the leading level in the industry is to provide a series of comprehensive services such as park planning and design, high-tech amusement equipment R&D and production, and engineering construction to cultural tourist attractions such as amusement parks, theme parks and urban complexes, and mainly indoor amusement equipment, mainly composed of special films. As a high-tech special cultural industry, the target company uses “culture+tourism+technology” as its development strategy, and its business has both cultural and technical barriers, and market competitiveness is strong: 1) In terms of culture, the company has 46 trademark brands, represented by the “Carle” series, among which, “Carle Planet”, “Carle Town”, etc. already have a good reputation and mature replicable models in the industry; 2) On the technical side, the target company has national A-level special amusement equipment qualifications, 70 overseas patents, and 61 software copyrights. Deep accumulation has enabled the target company to be at the leading level in the industry. Its business covers more than 10 provinces and cities, more than 20 tourist attractions, and nearly 100 themed amusement programs, and has successfully expanded overseas markets such as Turkey and Vietnam. Combined with major shareholders' tourism assets, future collaboration is expected to achieve a win-win situation. With the tourism industry improving, Euromonitor International predicts that the scale of domestic theme parks will reach 12 billion US dollars in 2020, and the investment boom makes the target company's 2B business have good room for development. At the same time, the listed company itself mainly engages in investment, operation and management of scenic spots, display of garden and horticultural products, tourism and real estate investment, etc. After the acquisition transaction is successful, the company and cultural tourism technology are expected to form good complementarity in terms of business operations — further exploiting resource advantages in the field of cultural tourism, optimizing and transforming scenic spots, and realizing the transformation and upgrading of traditional tourism models. At the same time, this restructuring is also the first step in asset injection after the company changes the majority shareholder. Since OCT Group still has a lot of tourism assets, expectations for future integration of the company as a platform have further increased. Investment advice: We believe that if the transaction is completed, the company's future profitability will be greatly enhanced, and the scope of business and resource integration will be further expanded and improved. The EPS for 2018-2020 is expected to be 0.12, 0.38, and 0.14 yuan respectively. The current stock prices corresponding to PE are 60X, 19X, and 17X, respectively. This is the first time that it has been covered, giving it an “increase in holdings” rating. Risk warning: Project progress falls short of expectations; economic factors influence; market competition pattern worsens.

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