Incident: On August 28, 2023, the board of directors of the company passed a new draft merger and acquisition; on August 28, 2023, Dahua Law Firm responded to the financial inquiry letter on the merger and acquisition of the Shanghai Stock Exchange.
Transaction update: It is proposed to acquire 100% of the tax-exempt shares of Sea Travel. The transaction consideration is 4,080 billion yuan, of which 612 million yuan will be paid in cash and 3.468 billion yuan in equity. It is proposed to raise no more than 1.4 billion yuan in supporting capital from no more than 35 specific targets (the number of shares issued will not exceed 94.8 million shares).
Sea travel duty-free profitability continues to improve: According to the company's announcement, it is assumed that the restructuring was completed on December 31, 2021; net profit from loss of 46 million yuan to 62 million yuan in January-May 2023 (net profit from sea travel duty-free return home was 108 million yuan); in January-May 2023, Sea Travel Duty Free achieved revenue of 2,076 billion yuan (the share of outlying islands duty-free market increased to 7.97%, gross margin increased to 18.72%), including 1,913 billion yuan for outlying islands, 130 million yuan for cross-border e-commerce and others $04 billion, joint venture revenue of $025 million, and other revenue of $03 billion. The company continues to promote supply chain construction. Profitability is expected to continue to improve with the subsequent recovery in sales and an increase in the proportion of direct procurement.
The Ole Ole business is officially promoted to create a differentiated shopping and leisure complex: the company will actively develop a domestic taxed Olai business. The Guilin Ole Project was signed at the end of March 2023, and is currently not officially in operation. The total investment of the project is about 3.3 billion yuan, with a construction area of over 110,000 square meters. It is positioned as a retail complex integrating catering, leisure and entertainment. We believe that the company leverages its supply chain advantages to enter the tax business, create a cost-effective shopping scenario with a differentiated experience, has good penetration ability, and has broad market space in the future.
Investment advice: We believe that the sea travel tax exemption is still in a period of rapid development, and supply chain construction is expected to drive an increase in net interest rates on the outlying islands. Ole Super has a high cost performance ratio to attract relatively price-sensitive customers. Low-tier cities have strong penetration capacity, and are expected to increase performance. It is expected to achieve net profit of 0.09/0.38/63 million yuan respectively in 2023-2025, corresponding to PE 676.54/151.89/91.96 times, respectively, maintaining the “buy” rating.
Risk warning: M&A project progress falls short of expectations; outlying islands duty-free sales fall short of expectations; outlet opening delayed