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Nanfang Shares (600250): To Buy Qinhuai Scenery And Storm

2019/7/9 18:04:00 27

Nanfang SharesTextile StocksThe Latest Announcement

The existing main trade business profits are weakening and cross border will be the main industry of cultural tourism industry. Nanjing textile import and export Limited by Share Ltd (hereinafter referred to as Nanfang stock, stock code 600250) is now seeking transformation.

With the announcement in late June of Nanfang textile shares, it is planned to purchase 51% of the shares of Nanjing Qinhuai scenery tourism Limited by Share Ltd (hereinafter referred to as Qinhuai scenery) by issuing shares, and the estimated value added rate of the transaction is 456.94%. After being valued by the media, the inquiry letter of the Shanghai Stock Exchange arrived unexpectedly on July 4th.

The estimated value-added rate is 456.94%.

In the evening of June 21st, Nanfang textile disclosed that "the issuance of shares to buy assets and raise matching funds and related transactions plan" (hereinafter referred to as the plan) shows that the company intends to buy 7.19 shares of Nanjing Confucius Temple Cultural Tourism Group Co., Ltd. (hereinafter referred to as Confucius temple tourism Brigade) as a way of issuing shares, and purchase 51% of the Qinhuai scenery held by the latter, and the transaction price is tentatively set at 272 million yuan. At the same time, it intends to raise matching funds to non-public offering shares of Nanjing tourism group, a controlling shareholder, and raise funds no more than 80 million yuan to supplement working capital.

Statistics show that the Qinhuai scenery was established in November 2005. In March 2018, it was listed on the new third board listing business, and has the exclusive right to operate the water Cruise Tour Project in the inland waterway, which is located in the Qinhuai River, which is about 10 Li. At present, the scenery of Qinhuai is 85% owned by the state-owned wholly owned company Confucius temple. The deal was bought by Nanfang shares to Confucius Temple Wen brigade, which owns 51% stake in Qinhuai scenery.

Data show that in 2017, 2018 and 2019 1 - April, the business income of Qinhuai was 90 million yuan, 107 million yuan and 39 million yuan respectively, and the net profit attributable to the owners of the parent company was 38 million 905 thousand and 300 yuan, 44 million 235 thousand and 300 yuan and 15 million 484 thousand and 400 yuan respectively.

According to the plan, the base date of this asset assessment is April 30, 2019. The preview value of Qinhuai's net assets is 95 million 785 thousand yuan, the estimated value of all shareholders' rights and interests is 533 million yuan, the estimated value increment is 438 million yuan, and the estimated increment rate is 456.94%. The assets of the corresponding target (51% stake in Qinhuai scenery) are valued at 272 million yuan.

It is worth noting that, after media reports, the listed companies in the two level sub sectors of the A shares in the Shing Wan leisure service industry were selected, excluding the negative value, the average market rate was 3 times, and the net market rate of the acquisition of Qinhuai's scenery was about 5.56 times (the value of all shareholders' rights and interests pre estimated 533 million yuan, net assets pretrial value 95 million 785 thousand yuan), which also meant "this transaction in Qin Dynasty." The valuation of Huai scenery is comparable to that of listed companies. Due to the "discrepancy" of the valuation, the inquiry letter sent by the Shanghai Stock Exchange in July 4th specifically asked Nanfang shares to explain whether the relevant reports were true and clarify it.

The investment times researcher noted that for the reference of transaction valuation, in April 2017, Qinhuai scenic shareholder Confucius Temple cruise ship transferred the Qinhuai scenery 25% to the counterparty Confucius Temple Cultural brigade, the cost method was used as an evaluation method, and the assessed value was 62 million 79 thousand and 600 yuan. In November 2018, Chen Qiyuan received 1000 shares of Qinhuai scenery from the Confucius Temple cruise office through the stock transfer system.

Based on the differences in the valuation of the three transactions of Qinhuai's scenery, the Shanghai stock exchange requires supplementary disclosure of the price of the preceding share transfer of the Confucius temple tourism and the market value of the corresponding underlying assets. Combined with the valuation methods of the three equity transfer transactions and the operating performance of the target company, the reasons and rationality of the three transaction valuation differences are explained.

In addition, the Shanghai Stock Exchange noted that the Qinhuai scenery has the franchise right for sightseeing tours on the Qinhuai river. The validity period is 20 years, and will expire on August 4, 2037. Its trademark "Qinhuai painted boat" is registered in 2010 and is valid for 10 years. It is not expected to pass the review after its expiration. To this end, the Shanghai Stock Exchange asked Nanfang shares to explain whether these matters were considered during the assessment and to explain the specific impact of these matters on the assessment.

Plan disclosure, according to the estimated situation, Qinhuai scenery from 2019 to 2021 net profit is expected to be no less than 48 million 252 thousand and 200 yuan, 51 million 71 thousand and 300 yuan and 60 million 97 thousand and 300 yuan. During the performance commitment period, the net profit of each year is less than 90% of the corresponding annual net profit. The Confucius Temple brigade should compensate for the difference in proportion to the proportion of shares sold.

For future performance estimates, the Shanghai stock exchange requires that the main basis and parameter selection of the estimate be explained, and the reasons for the determination of the relevant parameters and parameters are fully explained.

On the part of performance commitments, the Shanghai stock exchange requires that the performance compensation amount set by Nanfang shares and its counterparties should be set out and its reasonableness, the safeguards for the listed companies when the performance commitments are not fulfilled, and whether the agreement on performance compensation undertaking between Nanfang shares and Confucius Temple Wen brigade is in line with the relevant provisions of the thirty-fifth article of the management measures for major asset reorganization of listed companies.

Is the main business adjusted?

Statistics show that Nanfang shares are mainly engaged in import and export trade and domestic trade business, and trade revenue accounts for more than 85% of the company's business revenue.

The investment times researchers traced the past performance of Nanfang textile company, found that from 2016 to 2018, Nanfang shares achieved 848 million yuan, 799 million yuan and 1 billion 12 million yuan respectively, up by -37.5%, -5.73% and 26.63% compared with the same period last year. Net profit was 17 million yuan, 94 million yuan and 185 million yuan respectively, up 139.44%, 445.08% and 97.89% over the same period. However, it is worth noting that the achievement of the above achievements is mainly from the investment income. From 2016 to 2018, the investment income of Nanfang shares was 102 million yuan, 194 million yuan and 237 million yuan respectively, all higher than the net profit of the same year.

In the first quarter of 2019, Nanfang shares achieved a profit of 147 million yuan, a decrease of 27.54% compared to the same period last year, and net profit loss of 46 million 613 thousand and 900 yuan, a decrease of 4.34% compared with the same period last year, and the performance of the company deteriorated further than that of the same period last year.

From the performance data, we can see that the business situation of Nanfang stock trading business is more serious, and its profitability is weak. It is urgent to transform the more severe business situation through transformation.

The plan disclosed that Nanfang shares have clearly defined the management and development strategy for the transformation of cultural tourism industry, and gradually built business plates and systems covering cultural tourism business such as scenic tour services, tourism business and hotels. Therefore, the Shanghai stock exchange requires that whether the transaction involves the adjustment of the main business of the company, and whether the plan will maintain the stability of the main business.

Statistics show that Nanjing tourism Refco Group Ltd (hereinafter referred to as Nanjing Tourism Group) owns 34.99% of Nanfang shares and is its controlling shareholder. The formation of Nanjing tourism group in December 2017 is an integrated platform for tourism assets in Nanjing. Nanfang shares is the only listed company of Nanjing tourism group. Nanjing Tourism Group has used it as a platform and platform for the operation of tourism assets, and has gradually injected into the Nanfang stock company all its operating tourism assets resources or operation rights.

With the gradual injection of Nanjing tourism group and the integration of related tourism assets by Nanfang group, due to the large coincidence between the regional and tourism business, the competition of the same industry will inevitably be encountered.

According to the plan, the main business of Qinhuai scenery is to provide tourists with sightseeing tours on the Qinhuai River's waters. At the same time, the construction of Nanjing Tourism Group subsidiary, the Qinhuai River construction, and the cooperation tour respectively operate outside the Qinhuai River Wuding gate - the three river mouth section is about 12.5 kilometers, and the Nanjing Yangtze River Binjiang section tour business. The follow-up will also further integrate the related tourism resources in Nanjing City, which may involve surface tour business.

The Shanghai Stock Exchange asked Nanfang shares to disclose further that under the circumstance that the Nanjing tourism group of the controlling shareholder will further integrate the water tour business in Nanjing, the commercial consideration of the company's acquisition of Qinhuai's scenery is in line with the forty-third relevant provisions on independence of the listed company's major asset reorganization management measures.

Based on the Qinhuai scenery, the Qinhuai River construction and the three tourism companies, all of them are engaged in surface tour business in Nanjing city. The Shanghai Stock Exchange also requires instructions or supplementary disclosures. The impact of the Qinhuai River construction and co operation tour on Nanjing's scenery tour business in Qinhuai is whether the services provided by Qinhuai scenery have homogeneity and substitutability, whether it constitutes direct or indirect competition. Competition and whether there is business cooperation with the Qinhuai River in building and co operating tourism, including, but not limited to, "package tickets".

As the only listed company under the Nanjing tourism group, Nanfang shares hopes that through the acquisition of Qinhuai scenery, loading into state-owned tourism resources and upgrading to the cultural tourism industry, there may be many difficulties to overcome.

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