Haha, I got an idea. Let me talk about some of my opinions. I type it word by word. Earn some points for your hard work. If you find it useful after reading it, you can contact me online. The word count exceeds 1W. You can contact me online for the agency’s report and I will send it to you. All you need to do is wait patiently to see if his major acquisition can be approved.

First of all, congratulations to you. As I type this, on the evening of May 20th, when you are sleeping, BTG Co., Ltd. has issued the latest announcement "Plan for Non-Public Issuance of A Shares by BTG Co., Ltd.". I suggest you come together tomorrow. Go take a look... Take a good look... The content is roughly as follows

The total amount of funds raised in this non-public issuance is 912 million yuan. After deducting relevant issuance expenses, the raised funds of about 892 million yuan are planned to be fully invested as follows Project:

Project name: Raised funds required (10,000 yuan)

1. Acquisition of 77.68% equity of Heping Hotel (four-star) 28,341.78

2. Acquired 100% equity of Xinqiao Hotel (four-star) 24,280.33

3. After completing the acquisition of 100% equity of Xinqiao Hotel, increased its capital by 27,373.00

4. Supplemented the company's working capital of approximately 9,204.89

The total amount is about 89,200.00

It can be seen that this major asset acquisition has greatly exceeded the proportion of the previous acquisition, which means it has exceeded market expectations. However, because the shares issued have also Greatly exceeded market expectations, the total number of shares issued was 60 million, and shareholders' rights were diluted.

Project in 2008

Before and after acquisition

Business Income (10,000 yuan) 187,565.13 215,800.88

Net profit attributable to owners of the parent company (10,000 yuan)

18,192.89 20,733.27

Earnings per share (yuan/share) 0.7862 0.7115

Return on net assets 14.95% 13.66%

Estimated profit data before and after the acquisition of BTG shares in 2009

Project 2009

Before the acquisition and after the acquisition

Operating income (10,000 yuan) 167,898.10 192,305.84

Net profit attributable to the owners of the parent company (10,000 yuan) 15,750.26 16,690.38

Per Share income (yuan) 0.6807 0.5728

Return on net assets 12.22% 10.44%

It can be seen from the relevant data in the above two tables: 2008 (realized number) and 2009 (forecast number),

After this acquisition, BTG’s operating income and net profit attributable to the owners of the parent company increased, but the return on net assets and earnings per share declined compared to before the acquisition. This situation occurs mainly because the profit level of the company's scenic spot business (mainly 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 hotel business strength of BTG Co., Ltd. has been enhanced after the acquisition, it will be more conducive for the company to highlight its main business and enhance its competitive advantage in the hotel industry, thereby further improving the profitability and profitability of the hotel business.

Cash flow status

In 2008, the company’s net cash flow from operating activities was 247.7594 million yuan, a decrease from 250.445 million yuan in the previous year; the net cash flow from investing activities was - 15,530,000 yuan, improved from -68,518,700 yuan in the previous year, but still in a state of net outflow; net cash flow from financing activities was -139,009,800 yuan, basically the same as -139,814,300 yuan in the previous year, but still at a relatively large level In a state of net outflow, the company faces greater cash flow pressure. After the hotel acquisition is completed, the operating income of the two hotels will increase the company's operating cash inflow, and the raised funds will increase the company's cash inflow from financing activities, so the company's cash flow situation will be greatly improved

Explanation of risk factors

(1) Risk of global financial crisis

Since 2008, my country's macroeconomic operation has entered a downward channel. The global financial crisis triggered by the U.S. subprime mortgage crisis has seriously affected global economic growth. The World Bank issued a report on March 31, 2009, predicting that the world economy will decline by 1.7% in 2009. This is the first decline in the world economy since the Second World War, and the decline is higher than the 0.5% to 1% previously expected by the International Monetary Fund. % decline; the economies of developed countries such as Europe, the United States, and Japan have experienced simultaneous recessions that have been rare for many years. Although our country's economy will be significantly better than other countries in the world, under the current domestic and international economic situation, the domestic tourism industry and Beijing's tourism industry are still severely negatively impacted.

BTG currently mainly operates hotels, tourist attractions, travel agencies and exhibition advertising businesses, and belongs to the tourism service industry. As the full recovery of the global economy, my country's economy and domestic tourism will take time and there are uncertainties, the company's operations are expected to continue to be affected.

(2) Risks of major epidemics such as influenza A (H1N1) and other social emergencies

In the spring and summer of 2009, influenza A (H1N1) broke out globally and the epidemic spread on a large scale It may have an impact 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 operating performance. However, the possibility of large-scale spread of the epidemic at home and abroad in the future cannot be ruled out; the potential large-scale spread of the epidemic will have a greater adverse impact on the operating performance of the company's hotels, travel agencies, scenic spots and other businesses. Similar to influenza A (H1N1), the outbreak of other major epidemics (such as the SARS epidemic in the spring and summer of 2003) will also have a greater adverse impact on the company's operating results. In addition, the operating conditions of the tourism industry are also susceptible to the impact of other emergencies, especially major changes in the political and economic situation at home and abroad or major natural disasters, public security crises, etc., which will It will have an impact on the entire industry

and thus have an impact on the company's operating performance.

(3) Risks of investment projects with raised funds

The funds raised this time will be used to acquire and increase the equity of two hotels controlled by the company’s controlling shareholder, Beijing Tourism Group, including the acquisition of Heping 77.68% of the equity of the hotel, the acquisition of 100% of the equity of Xinqiao Hotel, and after the acquisition is completed, the capital will be increased and the company's liquidity will be supplemented. Although the company's plan to acquire the above-mentioned equity with the funds raised from this additional issuance has been reviewed and approved by the board of directors, the implementation of the project is in line with the long-term development plan and development goals of BTG Co., Ltd., and is conducive to improving the core competitiveness of BTG Co., Ltd. and conducive to the company's financial status. With the optimization, the company's profitability will also be improved. However, due to the large estimated value increase of the two hotels acquired this time and the large amount of funds required to be raised, the overall income level of BTG Shares in the short term after the completion of the acquisition may not be able to follow the assets. The scale has grown simultaneously, which may result in the investment return rate for subscribing for this issuance of shares being lower than the company's current return on net assets level.

(4) Industry risks

1. Industry competition risks The tourism service industry in which the company is located is a fully competitive industry. In terms of hotels, as various types of social capital continue to enter the high-end hotel industry, the number of star-rated hotels in Beijing continues to increase. By the end of 2008, there were 1,057 hotels of various types in Beijing, including 226 2-star hotels, 285 3-star hotels, 246 4-star hotels, 93 5-star hotels, 29 apartment hotels, and economy hotels. There are 178 hotels, and competition in the industry is fierce. In terms of travel agencies, as of 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, my country has become a “big exhibition country” after the United States. In 2007, the total number of exhibitions reached more than 4,000. As the convention and exhibition industry is included as an important part of Beijing's producer service industry, the direct income of Beijing's convention and exhibition industry will increase by 20%-30% on average annually, reaching 15.1 billion-22.6 billion in 2010 Yuan, the exhibition industry will become a leading growth industry in Beijing's national economy. In terms of scenic spots, due to the non-replicability of each scenic spot, the main source of customer traffic is the surrounding scenic spots, and the competition is relatively small.

2. Seasonal change risk The operation of hotel and travel agency business has obvious seasonality, that is, the distinction between off-season and peak season is obvious

. Passenger flow is concentrated during the peak season and decreases during the off-season. Based on this seasonal change, tourism companies generally use price concessions and discounts to attract consumers. This approach ensures a certain operating income, but profits will fluctuate with seasonal changes. There is also a certain seasonality in the exhibition business, with peak seasons mainly concentrated in the second, third quarter and early fourth quarter. The first and fourth quarters of each year in northern China are off-season due to cold weather, while the company's Nanshan Scenic Area is located in Hainan Province, which has a tropical climate. Therefore, during the same period, Hainan has become the first choice for many mainland tourists and has become a peak tourist season. Therefore, there are certain seasonal changes in the business operated by the company.

(5) Operational risks

1. Risk of changes in customer sources. The development of hotels, scenic spots, and travel agencies, the company’s main business, all rely on customer sources. Although the company belongs to >

The company has been operating well for many years and enjoys a good reputation in the industry. However, as the tourism industry is restricted by many factors such as politics, economy, culture, natural conditions and seasons, and the scale of the domestic tourism industry has continued to expand in recent years, Cause 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 performance.

2. Service quality risk The identity of the production and consumption processes of tourism products determines that tourists’ consumption activities are more reflective of people-to-people contact. This kind of The human-centered business content and business objects make the impact of service quality more prominent. Equipment and facilities as "hardware" can have clear quantitative requirements, while service content as "software" has service standard requirements, but due to different objects being served, service providers have different capabilities, and operators have different business philosophies. , coupled with the wide scope of the industry and many related fields, making quality control more difficult, all of which may affect the quality of services.

In addition, with the development of the times and society, and the deepening of economic changes, consumers' consumption concepts and market demands may continue to change. The company's sensitivity and adaptability to market demands, and Whether service quality can maintain sustained and stable improvement will have a greater impact on the company's continued business growth.

3. Risk of rising operating costs The company mainly operates four major businesses: hotels, tourist attractions, travel agencies, and exhibition advertising. The main energy consumed by the company in the above business operations is electricity, natural gas and water, and the main raw materials processed are agricultural and sideline products and non-staple food. Therefore, fluctuations in the prices of electricity, natural gas, water, agricultural and sideline products and non-staple food have a direct impact on the company's profits. In addition, due to the improvement of living standards and the increasingly fierce competition for human resources in the industry, companies are facing pressure from rising human resource costs.

4. Renovation and maintenance risks

Due to the particularity of the industry to which the company belongs, in order to adapt to market competition and changes in customer needs, it usually takes 6-8 years

Carry out a large-scale renovation and maintenance of the hotel. This transformation and maintenance behavior requires the company to invest a large cost, and the investment cost has a certain degree of uncertainty. In addition, the normal operations of the company will be affected to a certain extent during the renovation and maintenance period.

5. Food hygiene and safety risks

Since 2004, highly pathogenic epidemics such as "mad cow disease" and "bird flu" have occurred at home and abroad, which has made some customers worried Food hygiene reduces the chance of eating out. If "bird flu" spreads in the country in the future or negative media reports on food safety occur, it may affect the catering operations of the company's hotels.

(6) Stock price risk

Investment returns and risks in the stock market coexist. The price of stocks is not only affected by the company's profitability and future development prospects, but also by investor psychology, stock supply and demand, the development and integration of the company's industry, national macroeconomic conditions, political, economic, financial policies and many other factors. Influence. The company's stock price may fluctuate due to the above factors, causing direct or indirect losses to investors, and investors should be fully aware of this.

Basic situation of the acquired company

1. Beijing Peace Hotel Co., Ltd. (four-star)

(1) Basic situation

Beijing Heping Hotel Co., Ltd. was established in 1984. It is a four-star joint venture hotel. The operating period is until August 31, 2018. The business license registration number is Qihejing Zongfuzi No. 000014. The legal address is Jinyu Hutong, Dongcheng District, Beijing. No. 3, the legal representative is Bao Min, the enterprise type is a Sino-foreign joint venture (limited liability company), and the registered capital is US$8.32 million.

The current controlling shareholder of Heping Hotel, Zida International Investment Co., Ltd., holds 49% of the shares; Beijing Tourism Group holds 28.68%; and Accor Asia of Belgium holds 22.32%. Currently, Beijing Tourism Group and Zida International have signed an Equity Transfer Agreement, and Zida International will transfer its 49% equity stake in Heping Hotel to Beijing Tourism Group. After the completion of the equity transfer, the equity structure of Heping Hotel is: Beijing Tourism Group holds 77.68% of the shares; Accor Asia of Belgium holds 22.32% of the shares.

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 edge of the Forbidden City, adjacent to Wangfujing Street, the capital's most prosperous commercial hub. It covers an area of ??8,353.80 square meters and has a construction area of ??34,581.70 square meters. It is two kilometers away from Tiananmen Square and the Palace Museum. It only takes 30 minutes from the hotel to the airport. Minutes, transportation is convenient, and sightseeing, shopping, and business contacts are all very convenient. By introducing the French Accor brand and the advanced management model of Accor Hotel Group, Heping Hotel has established a sound management system, greatly improved the hotel's service quality, established an advanced online sales system, and formed a fixed customer group - mainly from Europe and the United States. The country has broad market prospects. At present, Heping Hotel has 383 guest rooms and suites of different specifications, which can meet the needs of different guests. Over the years, Peace Hotel has won praises from Chinese and foreign guests for its high-quality services, and has won a series of important domestic and foreign awards such as the "Spain 1991 International Tourism Promotion Award" and the "23rd International Tourism, Hotel and Service Awards".

(2) Financial status The following data are based on the 2008 and January-March 2009 audit reports of Heping Hotel issued by Beijing Jingdu Tianhua Accounting Firm. Zi (2009) No. 0872-03, the type of audit opinion is standard unqualified opinion.

As of March 31, 2009, Heping Hotel’s total assets were RMB 212.7082 million, liabilities were RMB 174.0714 million, and owners’ equity was RMB 38.6368 million. Net profits were achieved in 2008 and January-March 2009 of RMB 22.7962 million and RMB -2.4681 million respectively.

In terms of asset status, as of March 31, 2009, the asset-liability ratio of Heping Hotel was 81.84%. The main reasons for the higher asset-liability ratio are:

① Heping Hotel has been established for a long time, and the accumulated depreciation and amortization amount over the years is large, resulting in a low asset book value;

②In 2008, Heping Hotel had a liability of 108.35 million yuan to Beijing Tourism Group due to borrowing money to pay land transfer fees, resulting in a significant increase in liabilities.

In terms of profitability, Heping Hotel achieved a net profit of 22.7962 million yuan in 2008, while in 2009

The net profit of Heping Hotel from January to March was -2.4681 million yuan. The main reason was that :

①Due to the impact of the global financial crisis, hotel room revenue and catering revenue dropped significantly compared with the same period in 2008

;

②In the first quarter of 2009, the tourism industry During the traditional business off-season, especially affected by the Spring Festival, the hotel

income is lower compared to other periods throughout the year.

It is expected that with the recovery of the economic situation and tourism industry and the arrival of the 2009 tourist season, the efficiency of the Peace Hotel will gradually improve. According to the 2009 profit forecast report reviewed by Beijing Kyoto, the Peace Hotel

The estimated net profit for 2009 is RMB 9.6186 million.

2. Beijing Xinqiao Hotel Co., Ltd. (four-star)

Beijing Xinqiao Hotel Co., Ltd. was established in 1986. It is a four-star joint venture hotel with an operating period until 2016. On July 7, 2018, the business license registration number is 110000410001237, the legal address is No. 2 Dongjiaomin Lane, Dongcheng District, Beijing, the legal representative is Bao Min, the enterprise type is a limited liability company (Sino-foreign joint venture), and the registered capital is US$20.4082 million.

The existing shareholders of Xinqiao Hotel are Beijing Tourism Group and Jiade Century Investment Co., Ltd., which hold 75% and 25% of the shares respectively. At present, Beijing Tourism Group and Jiade Century have signed an "Equity Transfer Agreement", and Jiade Century will transfer its 25% equity interest in Xinqiao Hotel to Beijing Tourism Group. After the equity transfer is completed, the equity structure of Xinqiao Hotel is: BTG Group’s shareholding ratio is 100%.

Since August 2001, Xinqiao Hotel has entrusted the French Accor Management Group to operate and manage it. Xinqiao Hotel is located at the bustling Chongwenmen intersection in Beijing, covering an area of ??9,307.98 square meters and a building area of ??59,267.53 square meters. It currently has 700 guest rooms (including 412 in Building A and 288 in Building B). , The hotel is located in the central business district and government office area, close to famous attractions such as the Forbidden City, Tiananmen Square and the Temple of Heaven. The geographical location is extremely advantageous. Xinqiao Hotel is one of the first foreign-related hotels in New China. Under the management of French Accor Management Group, the hotel's costs and expenses are well controlled. Under the conditions of the same star rating and the same service, Xinqiao Hotel is extremely competitive. The room price has become the first choice for guests. At the same time, the French Chamber of Commerce is permanently stationed at the Xinqiao Hotel, which can attract more French corporate customers. In addition, Xinqiao Hotel is the only hotel located in the center of Beijing with natural hot springs. It is a good choice for guests who are increasingly paying attention to health and leisure.

(2) Financial status The following data are based on the audit report of Xinqiao Hotel for 2008 and January-March 2009 issued by Beijing Jingdu Tianhua Accounting Firm. Shen Zi (2009) No. 0872-04, the type of audit opinion is standard unqualified opinion.

As of March 31, 2009, Xinqiao Hotel’s total assets were RMB 383.3533 million, liabilities were RMB 497.6441 million, and owners’ equity was -RMB 114.2908 million. Net profits were achieved in 2008 and January-March 2009 of 7.6957 million yuan and -9.0845 million yuan respectively.

In terms of asset status, as of March 31, 2009, the asset-liability ratio of Xinqiao Hotel was 129.81%. The main reasons for the higher asset-liability ratio are:

① Xinqiao Hotel The hotel has been established for a long time, and the accumulated depreciation, amortization and historical accumulated losses over the years have made the book net assets negative;

② Xinqiao Hotel has formed a negative relationship with Shojiu due to the use of funds from Shojiu Group. The group's long-term payables are RMB 358.00 million and liabilities to Beijing Tourism Group are RMB 115.2148 million due to borrowing money to pay land transfer fees.

Since the capital increase of RMB 273.73 million in Xinqiao Hotel from the funds raised this time will be used to repay Xinqiao Hotel’s debt to Shojiu Group, Xinqiao Hotel’s debt will be relatively high after this issuance. will be greatly improved

.

In terms of profitability, the net profit of Xinqiao Hotel from January to March 2009 was -9.0845 million yuan. The main reasons

are:

① Due to global Affected by the financial crisis, hotel room revenue dropped significantly compared with the same period in normal years (the Xinqiao Hotel in the first quarter of 2008 was extensively renovated and renovated, so it is not comparable);

②The first quarter of 2009 It is the traditional off-season for the tourism industry, especially affected by the Spring Festival, so hotel revenue is lower compared with other periods throughout the year.

It is expected that with the recovery of the economic situation and tourism industry and the arrival of the 2009 tourist season, the efficiency of Xinqiao Hotel will gradually improve. According to the results audited by Beijing Jingdu Tianhua Accounting Firm Co., Ltd.

2009 Profit Forecast Report, Xinqiao Hotel's expected net profit for 2009 is 1.9302 million yuan.

Overall, I think this acquisition is very good. It has a very clear indication of the company's cash flow and future direction. If everyone has more imagination... If Beijing Tourism Group will inject more hotel assets in the future, it will definitely increase... This is the charm of the subject matter... What you need to pay attention to is how to sign the Nanshan ticket sharing agreement during this additional issuance process. It will also affect the stock's later growth.

The risk now is whether this additional issuance will be in vain like last time. Then you need to pay attention to the announcements of Beijing Tourism Group at any time. The main thing is that It’s still the issue of Nanshan ticket sharing... Regarding the issue of Nanshan, you can read the article posted from the Sina First Travel Bar on the first floor...