Recently, Hainan Haiqi Transportation Group Co., Ltd. is referred to as: Haiqi Group; **603069.SH) issued an announcement that it intends to adjust the major asset restructuring transaction, with an adjustment range of more than 20%, constituting a major adjustment of the trading plan, and the company will be suspended from the opening of the market on February 28, which is expected to be no more than 5 trading days.
According to the announcement, Haiqi Group intends to purchase all the shares of Hainan Tourism Investment Duty-free Products *** hereinafter referred to as "Hailu Duty-free" and raise matching funds. The previously determined transaction consideration was 40800 million yuan, because the performance of sea travel duty free in 2023 is less than expected, according to the current assessment, the valuation range of sea travel duty free is 1.8 billion to 2.5 billion yuan.
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Haiqi Group intends to significantly reduce the valuation of the acquisition
Recently, Haiqi Group issued the "Announcement on the Suspension of Trading on the Proposed Adjustment of the Major Asset Restructuring Plan". According to the announcement, Haiqi Group intends to issue shares and pay cash to the indirect controlling shareholder Hainan Tourism Investment and Development, Hainan Tourism Investment and Development, to purchase all the shares of Hainan Tourism Duty Free held by it, and at the same time, it intends to issue ** to no more than 35 qualified specific objects to raise matching funds.
Haiqi Group said that due to the change in industry trends in 2023, Hainan Tourism Investment's performance fell short of expectations. In order to effectively safeguard the interests of listed companies and investors, the parties to the transaction are to make adjustments to the transaction plan after consultation. According to the current assessment, the valuation range of Hainan Tourism Investment is 1.8 billion to 2.5 billion yuan, and the adjustment range of the transaction ** is more than 20%, which constitutes a major adjustment of the transaction plan.
Haiqi Group said that it will apply for the withdrawal of the application documents for this transaction and resubmit the application documents in accordance with the relevant rules. Haiqi Group said that the company will continue to pay attention to the changes in the market environment, according to the trend of changes in the market environment and the company's performance trend, and make prudent adjustments to the transaction price, issuance of shares to purchase assets, raised funds, and the amount of performance commitments involved in the transaction plan.
The withdrawal of the application documents and the re-submission of the application documents after the adjustment of the plan have been reviewed by the board of directors and the board of supervisors, and have been reviewed by the special meeting of independent directors, and do not need to be submitted to the general meeting of shareholders for deliberation.
At the same time, Haiqi Group said that in order to avoid abnormal fluctuations in the company's stock price and safeguard the interests of investors, the company has been suspended since the market opened on February 28 after applying to the Shanghai Stock Exchange, and the suspension is expected to last no more than 5 trading days.
According to the announcement, Hainan Tourism Investment will achieve an operating income of 39 in 20234 billion yuan, with a ** value of 500.8 billion yuan, with a completion degree of 7867%；Gross profit of 78.6 billion yuan, with a ** value of 103.3 billion yuan, with a completion degree of 7606%；Achieved a net profit of 13.9 billion yuan, excluding the net profit of the Huating project, was 14.7 billion yuan, net profit excluding foreign exchange losses was 17.7 billion yuan, respectively, the net profit ** value of 19.8 billion yuan. 10%。
Haiqi Group said that according to the monthly sales of offshore duty-free from 2017 to 2019, the duty-free market on Hainan Island.
The first and fourth quarters are the peak sales seasons. According to the statistics of Haikou Customs, the sales volume of the duty-free market on Hainan Island in 2023 will be 437600 million yuan, of which the monthly sales fell sharply, and there was no small peak season phenomenon in the fourth quarter of the historical year, and to a certain extent, there was a peak season situation.
Haiqi Group said that judging from the sales data of the duty-free business income of sea travel in 2023 and the sales data of the duty-free market on Hainan Island, the sales of sea travel duty-free are highly consistent with the industry trend. In January 2023, the overall industry trend of the Hainan offshore duty-free market changed, resulting in the overall performance of Hainan Tourism Investment in 2023 being lower than expected.
The new valuation is less than half of the initial valuation
In fact, as early as May 2022, Haiqi Group began to plan the acquisition of Sea Travel Duty Free. On May 16, 2022, Haiqi Group issued the "Announcement on the Suspension of Trading on the Planning of Major Asset Restructuring", stating that the company intends to issue shares and pay cash to purchase part or all of the shares of Hainan Travel Investment held by Hainan Travel Duty Free, and raise matching funds.
On May 27 of the same year, Haiqi Group issued the "Plan for Issuing Shares and Paying Cash to Purchase Assets and Raise Matching Funds and Related Party Transactions" (hereinafter referred to as the "Plan"), intending to acquire 100% of the equity of Haiqi Travel Duty Free.
Haiqi Group said that before this transaction, the main business of the listed company was automobile passenger transportation, the development and operation of automobile stations, comprehensive automobile services and transportation and tourism, and the main business of Haiqi Duty Free was duty-free retail business. After the completion of this transaction, the main business of the listed company will be transformed from the traditional passenger transport business to the comprehensive tourism business, and realize the leapfrog development of tourism transportation and tourism business.
At the same time, Haiqi Group said that the main business of Hailu Duty Free is the retail of duty-free goods, with strong profitability, and after the completion of this transaction, with the injection of high-quality assets, the profitability of the listed company will be further improved.
After the release of the plan, Haiqi Group** resumed trading on May 30, 2022. After the resumption of trading to June 23, 2022**, Haiqi Group** rose by 24626%, of which 12 trading days are up and down.
On June 21, 2022, Haiqi Group issued the "Plan for Issuing Shares and Paying Cash to Purchase Assets and Raising Supporting Funds and Related Party Transactions (Revised Draft)", which shows that the estimated value range of Haiqi Travel Duty Free is 5 billion to 6 billion yuan.
On August 29, 2022, Haiqi Group issued the Report on Issuing Shares and Paying Cash to Purchase Assets and Raising Matching Funds and Related Party Transactions (Draft) (hereinafter referred to as the "Draft").
According to the draft, the transaction price of the assets to be purchased by Haiqi Group in this transaction is 500.2 billion yuan, of which 85% of the transaction consideration was paid by issuing shares, that is, 42$5.2 billion; 15% of the transaction consideration is paid in cash, i.e. 7500 million yuan. At the same time, Haiqi Group plans to raise a total of no more than 1.8 billion yuan, of which 7500 million yuan will be used to pay the cash consideration of the transaction, and the rest will be used to supplement the working capital and pay the relevant taxes and intermediary fees of the transaction.
According to the Draft, taking March 31, 2022 as the valuation base date, under the income method, the assessed value of the equity attributable to the owners of the parent company is 500.2 billion yuan, with an increase of 464.5 billion yuan, with a value-added rate of 130104%。
On April 27, 2023, the board of directors of Haiqi Group held a meeting and deliberated and passed a number of proposals, adjusting the transaction price, share and cash payment consideration, number of issuances, performance commitments and compensation arrangements, and raising matching funds for the acquisition of the sea travel duty-free transaction plan.
Haiqi Group said that the operating performance of Hailu Duty Free in 2022 was less than expected, and the overall business plan was delayed. Combined with the latest audit and evaluation of Sea Travel Duty Free, the transaction of Sea Travel Tax Free has been agreed by both parties to the transaction** by 500.2 billion yuan was reduced to 40800 million yuan, and the amount of supporting funds raised will be adjusted from no more than 1.8 billion yuan to no more than 1.4 billion yuan.
According to the announcement issued by Haiqi Group on February 27, 2024, the latest valuation range of Hainan Tourism Investment is 1.8 billion to 2.5 billion yuan, which is less than its initial valuation of 50Half of 0.2 billion yuan.
According to the announcement, Hailu Duty Free was established in July 2020 by Hainan Tourism Investment, and consists of Hailv Duty Free City (Sanya) Yingbin***: Hailv Duty Free City), Hailv Duty Free (Hong Kong)**hereinafter referred to as: Hong Kong Hailu Duty Free), Hainan Tourism Investment Black Tiger Technology *** hereinafter referred to as: Hailu Black Tiger), Guilin Hailu Commercial Investment *** hereinafter referred to as: Guilin Hai Travel), Hainan Tesco Shi **Chain Management*** hereinafter referred to as: Hainan Tesco Shi), Hainan Black Tiger Home Technology *** hereinafter referred to as: Black Tiger Home), Hainan Preferred Cross-border E-commerce *** hereinafter referred to as: Hainan Preferred), Travel Investment Black Tiger (Hong Kong) **hereinafter referred to as: Black Tiger Hong Kong) and other participating holding companies.
Among them, the Sea Travel Duty Free City is mainly engaged in the sales of duty-free and taxable goods, and the Sea Travel Duty Free holds 100% of the capital contribution share of the Sea Travel Duty Free City; Hong Kong Sea Travel Duty Free is mainly engaged in cross-border procurement, and Sea Travel Duty Free holds 100% of the capital contribution share of Hong Kong Sea Travel Duty Free; Sea Travel Black Tiger is mainly engaged in general ** and cross-border business, and Sea Travel Duty Free holds 51% of the capital contribution share of Sea Travel Black Tiger; Hainan Tesco is mainly engaged in duty-paid goods imported from Japan, and Hainan Travel Duty Free holds 40% of Hainan Tesco's capital contribution; Guilin Sea Travel is mainly engaged in the sale of taxable goods, and Sea Travel Duty Free holds 51% of the capital contribution of Guilin Sea Travel.
In addition, the Black Tiger Home is engaged in the duty-free business of daily necessities, and there is no actual operation at present, and the Sea Travel Black Tiger holds 51% of the capital contribution of the Black Tiger Home; Black Tiger Hong Kong is engaged in cross-border live streaming and new retail business, and Sea Travel Black Tiger holds 100% of the capital contribution of Black Tiger Hong Kong; Hainan Preferred originally carried out cross-border e-commerce business, and currently has no actual operation, and Hainan Travel Black Tiger holds 51% of Hainan Preferred's capital contribution.
According to the announcement, the overall operating area of the Sea Travel Duty Free City reached 950,000 square meters, and the operating area of duty-free business is nearly 50,000 square meters. As of September 2023, it has attracted 1,055 internationally renowned brands. At the same time, the official online store of Sea Travel Duty Free was officially launched on January 25, 2021; The membership purchase service of the official store was launched in August 2021.