Incident: The company plans to issue shares (92% of the transaction price) and pay cash to OCT Group, Li Jian, Wen Hongguang, and Jia Baoluo to purchase 100% of the shares in Cultural Tourism Technology. The estimated transaction price is 2,017 million yuan, of which the issued share price is 665 yuan/share, and the number of shares issued is about 279 million shares. Specifically, 1) the current cultural tourism technology performance promise was not less than 169 million/188 million/198 million (2018-2021) or 180 million/198 million (2018-2021) or 180 million/198 million /215 million (2019-2021); 2) the project was locked in for 36 months; 3) after the completion of this transaction, the holding ratio of the controlling shareholder World Expo Travel Group fell to 35.83%. It is still the largest shareholder, and is still the largest shareholder, and OCT Group, the indirect controlling shareholder of the company, directly holds the company 53.86% of the shares. The actual controller is still the State Council's State-owned Assets Administration Commission, and the company's total share capital has increased to 1.01 billion yuan. Cultural Tourism Technology is a well-known comprehensive provider of services such as park planning and design, high-tech amusement equipment R&D and manufacturing, and engineering construction in China. Established in 2009, it mainly provides a series of comprehensive services such as park planning and design, high-tech amusement equipment R&D and production, and engineering construction for cultural tourist attractions. Relying on high-tech amusement equipment R&D capabilities and cultural and creative capabilities, we vigorously implement the “culture+tourism+technology” cross-border industry development strategy, and develop high-tech interactive experiential amusement equipment such as Tiandi Theatre, Universal Cinema, Dark Ride, and Disaster Giant Screen Experience Theatre. In 2017, it achieved revenue of 412 million yuan (+26%), net profit of 156 million yuan (+79%), and gross profit margin of 63.31% (+16.98 pct). The operation of the scenic area welcomes effective collaboration, and expectations for resource integration are strong. Listed companies achieved net profit of 71,5452 million in 2017, and cultural tourism technology was 156 million during the same period. This acquisition of cultural tourism technology will rapidly enhance the company's profitability. At the same time, Yunnan tourism, as a traditional scenic spot operator, is more related to major businesses such as cultural tourism science and technology scenic spot planning, and will achieve effective complementarity and collaboration. In the future, the company will achieve rapid optimization and transformation of scenic spots to improve the overall level of operation; at the same time, since OCT became the controlling shareholder of the company through increased capital investment in World Expo Group, this is the first time that major shareholders have injected assets into the company's priority asset injection process. and effective proof of business expansion opportunities. Maintain the “Overweight” rating. As a target for the reform of state-owned enterprises in Yunnan Province, the company introduced OCT Group as the controlling shareholder. Currently, the restructuring plan is uncertain. We will not adjust our profit forecast yet. We expect the company's EPS in 18-19 to be 0.14/0.18 yuan, and the corresponding PE will be 44/36X, respectively, maintaining the “increase in holdings” rating. Risk warning: The integration has not progressed as expected; extreme weather effects; and the restructuring plan is still uncertain.
云南旅游(002059)点评:收购文旅科技100%股权 景区运营再上新台阶
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