First of all, congratulations, at the time I typed this, that is, the evening of May 20, that is, while you were sleeping, the first travel stock has released the latest announcement "first travel stock non-public offering of A-share stock of the proposal," I suggest that you get up tomorrow to go to see it.... Take a good look... The content is roughly as follows
The total amount of proceeds from this non-public offering is 912 million yuan, and after deducting the relevant issuance costs, the proceeds of about 892 million yuan are to be fully invested in the following projects:
Project Name Proceeds to be Used (million yuan)
1. Acquisition of 77.68% of the equity interest in the Heping Hotel (4-star) 28,341.78
2. Acquisition of 100% equity interest in Xinqiao Hotel (four-star) 24,280.33
3. Capital increase of Xinqiao Hotel after the completion of the acquisition of 100% equity interest in the hotel 27,373.00
4. Supplementation of the company's liquidity of about 9,204.89
Total of about 89,200.00
It can be seen that the major asset acquisition has greatly exceeded the last The major asset acquisition has greatly exceeded the proportion of the last acquisition, that is to say, exceeded market expectations, but because the shares issued also greatly exceeded market expectations, the total **** issued 6000W shares, the shareholders' rights and interests have been diluted,
Projects 2008
Before the acquisition after the acquisition
Operating Income (million yuan) 187,565.13 215,800.88
Net profit attributable to owners of parent company (RMB)
18,192.89 20,733.27
Earnings per share (RMB/share) 0.7862 0.7115
Return on equity 14.95% 13.66%
Earnings figures before and after acquisition of Shoujiao Co. Earnings figures before and after acquisition
Item 2009
Before acquisition After acquisition
Operating income (yuan) 167,898.10 192,305.84
Net profit attributable to owners of parent company (yuan) 15,750.26 16,690.38
Earnings per share (yuan) 0.6807 0.5728
Return on net assets 12.22% 10.44%
From the relevant data in the above two tables, it can be seen that: in 2008 (realized) and 2009 (forecast),
after the acquisition, Shoutou's revenue and net profit attributable to the owners of the parent company have increased, but return on net assets and earnings per share have decreased compared with the pre-acquisition period. However, the return on net assets and earnings per share decreased compared with the pre-acquisition period. This is mainly due to the fact that the profit level of the company's scenic area business (mainly the subsidiary Hainan Nanshan Cultural Tourism Development Co., Ltd.) is significantly higher than the profit level of the company's hotel business. In the long run, as the strength of the hotel business of BTS was enhanced after the acquisition, it would be more favorable for the Company to highlight its main business and strengthen its competitive advantages in the hotel industry, thus further enhancing the profitability and profit level of the hotel business.
Cash flow
In 2008, the company's net cash flow from operating activities amounted to RMB 247,759,400, down from RMB 250,445,500 of the previous year; net cash flow from investing activities amounted to RMB -15,530,000, improved from RMB -68,518,700 of the previous year, but still in net outflow; net cash flow from financing activities amounted to -13,000,000, down from -13,000,000 of the previous year; and net cash flow from financing activities amounted to -13,000,000, down from -13,000,000 of the previous year, down from -13,000,000 of the previous year. The net amount of cash flow from financing activities was -13,900.98 million yuan, basically the same as that of the previous year -13,981.43 million yuan, but still in the state of large net outflow, the company is facing greater cash flow pressure. After the completion of the acquisition of the two hotels, the operating income of the two hotels will increase the company's operating cash inflow, fund-raising will increase the company's cash inflow from financing activities, so the company's cash flow situation will be improved to a greater extent
Risk Factors
(I) Risk of Global Financial Crisis
Since 2008, China's macro-economic operation has entered into a downward spiral. The global financial crisis triggered by the U.S. subprime crisis has been a major factor. The global financial crisis triggered by the subprime mortgage crisis in the United States has seriously affected global economic growth. The World Bank released a report on March 31, 2009, predicting that the world economy will decline by 1.7% in 2009, which is the first time since the Second World War that the world economy has declined, and the rate of decline is higher than the IMF's previous expectation of 0.5% to 1%; the economies of developed countries, such as Europe, America, Japan and other countries, have experienced years of rare simultaneous recession. Although China's economy will be significantly better than the rest of the world, the domestic tourism industry and Beijing's tourism industry are still subject to serious negative impacts under the current domestic and international economic situation. BTS is mainly engaged in the business of hotels, tourist attractions, travel agencies and exhibitions and advertisements, which belongs to the tourism service industry. As the full recovery of the global economy, China's economy and the domestic tourism industry will take time and remains uncertain, it is expected that the Company's operations will continue to be affected.
(2) Risk of major epidemics such as Influenza A (H1N1) and other social emergencies
In the spring and summer of 2009, there was a global outbreak of Influenza A (H1N1), and the large-scale spread of the epidemic may have a knock-on effect on the tourism industry and affect the Company's operating results. At present, the Chinese government has taken timely, scientific and effective measures to prevent and control Influenza A (H1N1), and the epidemic has not spread; at the same time, the Company has also actively taken countermeasures to minimize the impact of the epidemic on its operating results. However, it is still impossible to rule out the possibility of the epidemic spreading on a large scale both domestically and abroad in the future; the potential large-scale spread of the epidemic will have a greater adverse impact on the operating results of the Company's hotels, travel agencies, scenic spots and other businesses. Similar to Influenza A (H1N1), other major epidemics (such as
SARS outbreak in the spring and summer of 2003), once the outbreak, the company's operating results will also have a greater adverse impact. In addition, the tourism industry business situation is also vulnerable to other sudden events, especially domestic
external major political and economic situation changes or major natural disasters, public **** crisis, etc., will give the whole industry
industry impact, thus affecting the company's operating results.
(C) Risk of fund-raising investment projects
The fund-raising will be used for the acquisition and capital increase of two hotels controlled by Shouyou Group, the controlling shareholder of the company, including the acquisition of 77.68% of the equity of the Heping Hotel, the acquisition of 100% of the equity of the Xinqiao Hotel and the capital increase after the completion of the acquisition and the supplementation of the company's working capital. Although the proposal of the Company to acquire the above equity interests with the proceeds from the issuance of additional shares has been considered and approved by the Board of Directors, and the implementation of the project is in line with the long-term development plan and development objectives of Shou Travel Group, which is conducive to the improvement of the core competitiveness of Shou Travel Group, the optimization of the Company's financial position and the enhancement of the Company's profitability, the appraisal value added of the acquisition of the two hotels is relatively large, and the amount of the proceeds required is relatively large, the acquisition of the two hotels will be a significant step forward in the short term. However, due to the large appraisal value-added of the two hotels and the large amount of capital to be raised, the overall income level of Shouyou Shares in the short term after the completion of the acquisition may not be able to grow in tandem with the size of the assets, which may result in the rate of return on investment for the subscription of the shares issued in this issue to be lower than the current level of the company's net asset return.
(D) industry risk
1, industry competition risk The company's tourism services industry is a fully competitive industry. In terms of hotels, the number of star-rated hotels in Beijing has been increasing as various types of social capitals continue to enter the high-end hotel industry.
By the end of 2008, there were various types of hotels in Beijing. As at the end of 2008, there were 1,057 hotels in Beijing, including 226 2-star hotels, 285 3-star hotels, 246 4-star hotels, 93 5-star hotels, 29 apartment hotels and 178 budget hotels, resulting in fierce competition in the industry. In terms of travel agencies, by the end of 2008, there were more than 19,800 travel agencies nationwide***, including more than 1,800 international travel agencies and more than 18,000 domestic travel agencies. In terms of exhibition business, China has become a "big exhibition country" second only to the United States, with the total number of exhibitions reaching more than 4,000 in 2007. With the inclusion of the exhibition industry as an important part of Beijing's productive service industry, the direct income of Beijing's exhibition industry will increase by 20%-30% annually, and will reach 15.1 billion yuan to 22.6 billion yuan in 2010, and the exhibition industry will become a growth-oriented leading industry of Beijing's national economy. In terms of scenic spots, due to the unrepeatable nature of each scenic spot, its customer diversion mainly comes from the surrounding scenic spots, and the competition is relatively small.
2. Risk of seasonal changes The operation of hotel and travel agency business has obvious seasonality, i.e., the distinction between low season and peak season is clear
obvious. In the peak season, the flow of passengers is concentrated, and during the off-season the flow of passengers is reduced. According to this seasonal change, tourism enterprises generally take the price concessions and discounts to attract consumers, this practice ensures a certain amount of business income,
but the profit will fluctuate with the seasonal changes. The exhibition business is also seasonal, with peak seasons concentrated in the second and third quarters and the early part of the fourth quarter. The first and fourth quarter of each year in the northern part of the country due to the cold weather and is in the tourism off-season, while the company's Nanshan scenic area is located in Hainan Province, belonging to the tropical climate, so during the same period of time, Hainan has become the first choice of many tourists in the Mainland and the formation of the peak season of tourism. Therefore, there are certain seasonal changes in the business operated by the Company.
(E) Operational Risk
1, the risk of changes in the source of the main business of the company's hotels, scenic spots, travel agencies are based on the development of the source of customers, although the company belongs to the
Enterprises for many years has been operating well, enjoying a good reputation in the industry, but due to the tourism industry by the political, economic, cultural and seasonal conditions and other factors, coupled with the restrictions on the size of the domestic tourism industry has been expanding in recent years, the company's business has become the first choice for many tourists. However, as the tourism industry is limited by various factors such as politics, economy, culture, natural conditions and seasons, and the increasing scale of the domestic tourism industry in recent years has resulted in the diversion of customer sources, these factors may cause changes in the number and structure of the Company's customer sources, which may affect the Company's operating results.
2, the risk of service quality The production of tourism products and consumption of the same nature of the process, determines the consumer activities of tourists more embodied
The contact between people, this human-oriented business content and business objects, so that the quality of service in which the impact is more prominent. As "hardware" equipment and facilities can have clear quantitative requirements, but as "software" service content, although there are service standards requirements, but due to the different objects to be served, the different capabilities of the service providers, different operators of the business philosophy, coupled with industry In addition, the industry involves a wide range of related fields, making quality control more difficult, which may affect the quality of services.
In addition, with the development of the times and society, and the deepening of the economic changes, the consumer's consumption concepts, market demand may continue to change, the company's sensitivity and adaptability to the market demand, as well as whether the quality of service can be maintained on a sustained and stable improvement will have a greater impact on the company's sustained growth of the operation.
3, the risk of rising operating costs The company operates hotels, tourist attractions, travel agencies, exhibitions and advertising four major businesses. The main energy consumed by the company in the process of the above
business operations is electricity, natural gas and water, and the main processing raw materials are agricultural and sideline products and foodstuffs. Therefore, fluctuations in the prices of electricity, natural gas, water and agricultural and sideline products and foodstuffs have a direct impact on the Company's profit. In addition, due to the improvement of living standards and the increasingly fierce competition for human resources in the industry, the Company is facing the pressure of rising human resource costs.
4, remodeling and maintenance risk
Since the company belongs to the special nature of the industry, in order to adapt to the market competition and customer demand changes, usually
6-8 years need to carry out a large-scale remodeling and maintenance of the hotel. This renovation and maintenance requires the company to invest a large cost, and the investment cost is somewhat uncertain. In addition, the normal operation of the company will be affected to a certain extent during the period of remodeling and maintenance.
5, food hygiene and safety risks
Since 2004, domestic and foreign occurrence of "mad cow disease", "avian influenza" and other highly pathogenic epidemics, has made some customers worry about food hygiene, reduce the opportunity to eat out. The company's strategy is to reduce the number of customers eating out due to concerns about food hygiene. In the future, if there is a spread of "avian flu" in China or negative media reports on food safety, it may affect the catering operation of the Company's hotels.
(F) Stock Price Risk
The stock market is characterized by both investment returns and risks. The stock price is not only affected by the level of profitability and future development prospects of the company, but also by the psychology of investors, the supply and demand of stocks, the development and consolidation of the industry in which the company operates, the macroeconomic conditions of the country as well as the political, economic and financial policies and other factors. The price of the Company's shares may fluctuate as a result of the above factors, which may directly or indirectly cause losses to investors, and investors should be fully aware of this.
Basic information of the acquired enterprises
1. Beijing Peace Hotel Company Limited (four-star)
(1) Basic information
Beijing Peace Hotel Company Limited was established in 1984 as a four-star joint venture hotel with the operation period up to August 31, 2018 and the registration number of the business license, No. 000014 of the Enterprise Hopes Beijing General Sub-word. The legal domicile is No. 3 Jinyu Hutong, Dongcheng District, Beijing, the legal representative is Bao Min, and the type of enterprise is Sino-foreign equity joint venture (limited liability company) with a registered capital of USD8.32 million.
Peace Hotel's current controlling shareholder, Zi Da International Investment Co., Ltd. holds 49% of the shares; Shou Travel Group holds 28.68% of the shares; Accor Asia Belgium holds 22.32% of the shares. At present, Shou Travel Group and Purple Grand International have entered into an Equity Transfer Agreement, under which Purple Grand International will transfer its 49% equity interest in the Peace Hotel to Shou Travel Group. After the completion of the equity transfer, the shareholding structure of the Peace Hotel will be as follows: 77.68% of the shares held by Shou Travel Group; 22.32% of the shares held by Accor Asia Belgium.
Since April 2000, the Peace Hotel has been entrusted to the French Accor Management Group for operation and management. Peace Hotel is located on the bank of Forbidden City, adjacent to Wangfujing Street, the main commercial hub of the capital, covering an area of 8,353.80 square meters, with a building area of 34,581.70 square meters, two kilometers away from Tian'anmen Square and the Forbidden City Museum, and only 30 minutes from the hotel to the airport, the transportation is very convenient, and it is easy to travel to and from the hotel for sightseeing, shopping and business. It is very convenient for sightseeing, shopping and business travel. By introducing the French Accor brand and the advanced management mode of Accor Hotel Group, the Peace Hotel has established a sound management system, greatly improved the service quality of the hotel, and set up an advanced network sales system, forming a fixed customer group - mainly from Europe and the United States, with a broad market prospect. At present, the Peace Hotel has 383 guest rooms and suites of different specifications, which can meet the needs of different guests. Over the years, the Peace Hotel has won the praise of Chinese and foreign guests for its excellent service, and won a series of important domestic and international awards, such as the "Spain 1991 International Tourism Promotion Award" and the "23rd International Award for Tourism, Hotels and Services".
(2) Financial situation The following data are based on the audit report of the Peace Hotel for the year of 2008 and January-March 2009 No. 0872-03 issued by Beijing Kyoto Tianhua Accounting Firm, and the type of audit opinion is standard unqualified opinion.
As of March 31, 2009, the Peace Hotel has total assets of 212.782 million yuan, liabilities of 174.0714 million yuan, the owner's equity of 38.6368 million yuan. 2008 and January-March 2009, respectively, the net profit of
22.7962 million yuan and -2.4681 million yuan.
In terms of assets, as of March 31, 2009, the Peace Hotel had a gearing ratio of 81.84%. The main reasons for the high gearing ratio are:
①Peace Hotel has been established for a long time, the accumulated depreciation and amortization in the past years are large, which makes the book value of the assets lower;
②In 2008, there was a debt to Shouyou Group formed by borrowing money to pay for the land premium of the Peace Hotel
108.35 million yuan, which led to the substantial increase in liabilities.
In terms of profitability, the Peace Hotel realized a net profit of 22,796,200 yuan in 2008, while the net profit of the Peace Hotel was -2,468,100 yuan in January-March 2009, mainly due to:
1) Due to the impact of the global financial crisis, the hotel room revenue and catering revenue dropped significantly compared with the same period of 2008
;
This was mainly due to the impact of the global financial crisis, which led to a significant decrease in the hotel room revenue and catering revenue.
②The first quarter of 2009 is the traditional low season for the tourism industry, especially due to the impact of the Spring Festival, the hotel
income is lower than the rest of the year.
It is expected that with the recovery of the economic situation and the tourism industry and the arrival of the peak season in 2009, the efficiency of the Peace Hotel will gradually improve, according to the Beijing Kyoto audit of the 2009 annual profit forecast report, the Peace Hotel
2009 is expected to be 9,618,600 yuan of net profit.
2, Beijing Xinqiao Hotel Co., Ltd. (four-star)
Beijing Xinqiao Hotel Co., Ltd. was established in 1986, is a four-star joint venture hotels, business period to July 7, 2016, business license registration number 110000410001237, the legal residence of the Dongcheng District of Beijing Dongjiaominxiang No. 2, the legal representative of the Bao Min, the type of enterprise is a limited liability company (Sino-foreign equity joint venture). Limited liability company (Sino-foreign equity joint venture) with registered capital of USD 20.482 million.
The existing shareholders of Xinqiao Hotel are Shou Travel Group and Jiade Century Investment Company Limited, holding 75% and 25% of the shares respectively. Currently, Shou Travel Group and Jiade Century entered into the Equity Transfer Agreement, under which Jiade Century transferred its 25% equity interest in Xinqiao Hotel to Shou Travel Group. After the completion of the equity transfer, the shareholding structure of New Overseas Chinese Hotel will be as follows: Shou Travel Group's shareholding will be 100%.
Since August 2001, the New Overseas Chinese Hotel has been entrusted to the French Accor Management Group for operation and management. Located at Chongwenmen Crossroads in Beijing, Xin Qiao Hotel occupies an area of 9,307.98 square meters and a building area of 59,267.53 square meters, with 700 guest rooms (412 rooms in Building A and 288 rooms in Building B). The hotel is located in the city's downtown business district and government offices, and is in close proximity to the Forbidden City, Tian'anmen Square and Temple of Heaven and other famous scenic spots, which makes it an extremely advantageous geographical location. As one of the first foreign hotels in New China, under the management of the French Accor Management Group, the cost of the hotel is well controlled, and the hotel has become the first choice of the guests with its competitive room rates under the condition of the same star rating and the same service. At the same time, the presence of the French Chamber of Commerce at the Hotel Xin Qiao attracts more French corporate clients. In addition, Xin Qiao Hotel is the only hotel located in the center of Beijing with
natural hot springs, which is a good choice for guests who are more and more concerned about health and leisure.
(2) Financial condition The following data are based on the audit report of Xin Qiao Hotel for the year 2008 and January-March 2009, Beijing Kyoto Tianhua Audit No. 0872-04, issued by Beijing Kyoto Tianhua Accounting Firm, and the type of audit opinion is standard unqualified.
As of March 31, 2009, Xinqiao Hotel had total assets of RMB 38,335.33 million, liabilities of RMB 497,644.41 million, and owner's equity of RMB 114,290.08 million, and realized net profits of RMB
7,695.7 million and RMB 9,084.5 million for the year of 2008 and the period of January-March 2009 respectively.
In terms of assets, as of March 31, 2009, the gearing ratio of Xinqiao Hotel was 129.81%, the main reasons for the high gearing ratio are:
①New Overseas Chinese Hotel has been established for a long time, and the accumulated depreciation and amortization over the years, as well as the large accumulated losses in the past have made the net assets of the hotel negative;
②New Overseas Chinese Hotel has formed a long term debt to the Shoujiu Group due to the use of Shoujiu Group's funds. (ii) Long-term accounts payable to Shoujiu Group for the use of Shoujiu Group's funds amounted to RMB 35,800.00 million, and liabilities to Shoujiu Group amounted to RMB 115,214.8 million due to the borrowing of funds for the payment of land premiums.
Since the capital increase of 27,373.00 million yuan for Xinqiao Hotel in the proceeds of this offering will be used to return the debt of Xinqiao Hotel to Shoujiu Group, the situation of higher indebtedness of Xinqiao Hotel will be greatly improved after this offering
.
In terms of profitability, January-March 2009, the new Overseas Chinese Hotel net profit of -908.45 million yuan, mainly due to
is:
① due to the impact of the global financial crisis, the hotel room revenues than the same period in normal years fell sharply (in the first quarter of 2008
New Overseas Chinese Hotel, large-scale renovation and remodeling, so there is no comparison);
②2009 year, the new Overseas Chinese Hotel large-scale renovation and remodeling, so it does not have a comparable). >
②2009 quarter for the tourism industry's traditional off-season, especially by the impact of the Spring Festival, the hotel revenue and the rest of the year compared to low.
It is expected that with the recovery of the economic situation and the tourism industry and the arrival of the peak season in 2009, the benefits of the hotel will gradually improve, according to the audit by the Beijing Kyoto Tianhua CPA Firm Limited Liability Company
2009 Annual Profit Forecast Report, the hotel is expected to be the net profit of 1,932,200 yuan for the whole year of 2009.
Overall, I think this acquisition is still very good, the company's cash flow, the future direction of a very clear indication, if people's imagination is richer ... Think of the future of the first travel group will inject more hotel assets, then certainly will go up.... This is the charm of the theme... You need to pay attention to is in the process of this increase, Nanshan tickets share of the agreement how to sign will also affect the stock later increase,
Now the risk is that this increase is not still like last time as the water is lost it, then you need to keep an eye on the first brigade's announcements, the main still Nanshan tickets share of the problem ..... On the issue of Nanshan you can see the first floor from the Sina Shoutou bar posted over the article ...