Events:
SAIC issued the announcement of the "report on related transactions of issuing shares and paying cash to purchase assets and raising supporting funds" (draft): the company intends to acquire its 100% tax-free stake in Hainan Travel Service by issuing shares and paying cash. The transaction price is 5.02 billion yuan.
Main points of investment:
The proposed wholly-owned acquisition of SeaTravel is tax-free, with a transaction price of 5.02 billion yuan. The company pays 85%, that is, 4.252 billion yuan, by issuing shares directly to the other party, the issue price is 11.09 yuan per share, the number of shares issued is 383 million shares, and 15%, that is, 750 million yuan, is paid in cash. At the same time, it is proposed to raise funds for non-public offerings of no more than 35 specific objects, with a total amount of no more than 1.8 billion yuan, of which 750 million of the excess will be used to supplement liquidity.
The performance promises an eye-catching annualized growth rate. Sea Travel tax exemption promises that the non-homing net profit deducted from 2022-2025 will not be less than 1.16 trillion yuan, with a performance growth rate of 208%, 50%, 35%, respectively, in 2023-2025. If there is a need for performance compensation, Hainan Travel Investment should first use the shares of SAIC Group acquired in this exchange to compensate, and the difference shall be compensated in cash.
Sea travel tax exemption ranks among the forefront of tax exemption on outlying islands, and its profitability is enhanced. The company subject to this transaction, Sea Travel tax-free, was granted duty-free business license on outlying islands in August 2020. with the official operation of Sea Travel duty-free city and online shopping mall, 2021, 2022Q1, sea travel duty-free sales income increased significantly, ranking second in the market share of duty-free merchants in Hainan, ranking among the forefront of duty-free on outlying islands, 2022Q1 performance reversed losses, and the development trend is improving.
Profit forecast and investment rating: since the implementation of the new tax-free policy on outlying islands, the tax-free industry in Hainan has developed rapidly. With the recovery of passenger flow after the epidemic and the construction of Hainan free trade port, the industry is expected to continue to grow at a high level. Sea Travel tax exemption is the second largest tax-free enterprise in Hainan after China. With the injection of high-quality assets, the company will benefit from the development of Hainan tax-free industry, and the overall profitability is expected to improve. Based on the principle of prudence, regardless of the impact of acquisition on the company's performance, it is estimated that the company's operating income from 2022 to 2024 will be 8.20 Company10.72 million yuan, and the return net profit will be-0.14 cusp 0.44 Placement 0.88 million yuan, corresponding to-/ 178.36 Placement 89.07 x. Coverage for the first time, giving a "overweight" rating.
Risk tips: acquisition progress is not as expected; Hainan duty-free market competition intensifies; tax exemption policy change risk; epidemic repeatedly impact Hainan tourism; macroeconomic downturn affects travel demand.
