Securities code: 301073 securities abbreviation: Zhejiang Ssaw Boutique Hotels Co.Ltd(301073) Announcement No.: 2022-004
Zhejiang Ssaw Boutique Hotels Co.Ltd(301073)
Announcement on cash acquisition of equity and trademark of the company
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Transaction overview
Zhejiang Ssaw Boutique Hotels Co.Ltd(301073) (hereinafter referred to as “the company”) held the sixth meeting of the third board of directors and the fifth meeting of the third board of supervisors on January 21, 2022, deliberated and adopted the proposal on changing the use of part of the raised funds for the acquisition of the company’s equity and trademark and the proposal on cash acquisition of the company’s equity and trademark. Comprehensively considering the market environment, regulatory policies, project cycle, profitability, brand construction and other factors, in order to better comply with the company’s development strategy, improve brand competitiveness and national market expansion, further improve the use efficiency of raised funds, reduce business risks and protect shareholders’ rights and interests, The company and Junlan Hotel Group Co., Ltd. signed the equity acquisition agreement on 79% equity of Zhejiang Junlan Hotel Management Co., Ltd., the equity acquisition agreement on 70% equity of Jinglan Hotel Investment Management Co., Ltd. and the trademark transfer agreement on “Junlan” listed trademarks on January 21, 2022. All parties agree to take the evaluation value of the evaluation report as the basis, According to the negotiation of all parties involved in the transaction, the purchase price of 79% equity of Zhejiang Junlan Hotel Management Co., Ltd. is 66 million yuan, the purchase price of 70% equity of Jinglan Hotel Investment Management Co., Ltd. is 14 million yuan, and the transfer price of “Junlan” series trademarks is 60 million yuan, totaling 140 million yuan. The source of acquisition funds is raised funds. After the completion of this transaction, the company will hold 79% equity of Zhejiang Junlan Hotel Management Co., Ltd. and 70% equity of Jinglan Hotel Investment Management Co., Ltd. the target company will become a holding subsidiary of the company and be included in the scope of the company’s consolidated statements.
This matter does not need to be approved by relevant government departments. As it involves raising funds to pay transaction consideration and the total transaction price has reached more than 30% of the company’s audited total assets in the latest period (2020), this matter must be submitted to the company’s first extraordinary general meeting in 2022 for deliberation.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. After the completion of this transaction, the company will not have related party transactions.
2、 Basic information of the counterparty
1. Company name: Junlan Hotel Group Co., Ltd
2. Unified social credit Code: 91330000794366433k
3. Date of establishment: October 10, 2006
4. Registered address: 16 / F, block D, No. 122 Shuguang Road, Hangzhou
5. Registered capital: 300 million yuan
6. Paid in capital: 300 million yuan
7. Enterprise type: other limited liability companies
8. Legal representative: Wang haiguang
9. Ownership structure: Wang Haiguang 10.50%, Shanghai Nandu Group Co., Ltd 89.50%
10. Business scope: hotel management, asset management, industrial investment, tourism consulting services, exhibition services. 11. According to the inquiry of China executive information disclosure network, as of the disclosure date of this announcement, Junlan Hotel Group Co., Ltd. does not belong to the dishonest executee. Junlan Hotel Group Co., Ltd. has no relationship with the company and its top ten shareholders, directors, supervisors and senior managers in terms of property rights, business, assets, creditor’s rights, debts and personnel, nor any other relationship that may or has caused the company to tilt its interests.
3、 Basic information of transaction object
(I) Zhejiang Junlan Hotel Management Co., Ltd
1. Unified social credit Code: 913300007042033081
2. Date of establishment: May 7, 1998
3. Registered address: No. 122, Shuguang Road, Hangzhou
4. Registered capital: 50 million yuan
5. Paid in capital: 8.3 million yuan
6. Enterprise type: other limited liability companies
7. Legal representative: Wang haiguang
8. Business scope: hotel management, training and related consulting services, property management, hotel engineering management and technical consulting services.
9. Introduction to the target company
Zhejiang Junlan Hotel Management Co., Ltd. is a high-end national hotel management company in China.
By the end of December 2021, Junlan’s brand management performance has spread over 23 provinces and cities in China, including Zhejiang, Jiangsu, Hainan, Shaanxi, Shandong, Shanxi, Hunan, Hubei, Hebei, Henan, Jiangxi, Anhui, Fujian, Jilin, Guangdong, Guangxi, Sichuan, Guizhou, Yunnan, Shanghai, Beijing, Gansu and Heilongjiang, covering more than 100 cities and counties, More than 180 hotels have been invested and managed, with a total of more than 50000 guest rooms.
At the same time, “Junlan” brand has also received good social evaluation and industry recognition. It has won the “national brand pioneer of China’s hotel industry” for five consecutive years, the “Top 60 of China Hotel Group” for eight consecutive years, the “30 largest hotel management companies” for six consecutive years, and the “top ten brand hotel groups in China”, “the best resort hotel in China” “The most influential hotel management company in China’s hotel industry in 30 years”, “Star Award of China’s best hotel management group” and many other awards.
10. Changes in equity before and after the acquisition:
S / N shareholder pre transaction proportion post transaction proportion
1. Junlan Hotel Group Co., Ltd. 79.00%——
2. Hangzhou Zilan hotel management partnership (limited partnership) 10.00%
3 Wang Jianping 10.00%
4 Chen Huihui 1.00%
5 Zhejiang Ssaw Boutique Hotels Co.Ltd(301073) —— 79.00%
11. The main financial data of the latest year and period are as follows:
Unit: 10000 yuan
Project September 30, 2021 December 31, 2020
Total assets 4632.61 4302.20
Total liabilities 4951.47 4261.03
Net assets -318.86 41.16
Project from January to September 2021 to 2020
Operating income 4729.85 4151.45
Total profit 1794.83 1205.41
Net profit 1384.54 879.51
Cash flow from operating activities
1492.63 1791.54 net
Note: the above data have been audited by Zhongshen Zhonghuan Certified Public Accountants (special general partnership).
12. Profit forecast of Zhejiang Junlan Hotel Management Co., Ltd. in the next five years:
Unit: 10000 yuan
2021
The project will be stable from October to December in 2022, 2023, 2024, 2025 and 2026
Operating income 1535.27 6827.89 7956.40 9096.13 10147.78 10711.20 10711.20
Operating profit -47.00 1888.25 2523.53 3138.26 3645.00 3692.71 3692.71
Net profit 29.57 1521.89 1902.91 2364.18 2744.65 2781.11 2781.11
The profit forecast assumes that Zhejiang Junlan Hotel Management Co., Ltd. does not pay the company at the market fair price during the forecast period
The trademark royalty and the continuous use of “Junlan” series trademarks.
13. The company does not have any guarantee or financial assistance for the target company; Zhejiang Junlan Hotel Management Co., Ltd
The company is not a dishonest executee, nor does it provide guarantees or financial assistance to others.
14. The base date is September 30, 2021
According to zhongtonghua assets appraisal (Shanghai) Co., Ltd., September 30, 2021 is taken as the benchmark sunrise
Zthhpbz (2022) No. 2009 Zhejiang Ssaw Boutique Hotels Co.Ltd(301073) proposed collection
Assets appraisal report on the value of all shareholders’ equity of Zhejiang Junlan Hotel Management Co., Ltd. involved in the share option
The appraisal conclusion is as follows:
This appraisal adopts the income method and the market method to evaluate Zhejiang Junlan Hotel Management Co., Ltd
To assess the value of all shareholders’ equity. The assessment results are as follows:
(1) Income method evaluation results
Under the assumptions and restrictions listed in this report, the value of all shareholders’ equity assessed by the income method is
132 million yuan, the appraised value increased by 138.6416 million yuan compared with the book value of owner’s equity, with an appreciation rate of
2,087.46%。
(2) Market approach assessment conclusion
Under the assumptions and limited conditions listed in this report, the value of all shareholders’ equity assessed by the market method is
163 million yuan, the assessed value is 169641600 yuan higher than the book value of owner’s equity, and the appreciation rate is
2,554.22%。
(3) Analysis of evaluation results
The appraisal value of income method is 132 million yuan; The evaluation value of the market method is 163 million yuan. base
Due to the following factors, the result of income method is selected as the final appraisal conclusion, that is, Zhejiang Junlan Hotel Management Co., Ltd
The appraisal result of the value of all shareholders’ equity of the company is 132 million yuan.
The main reasons for the difference are:
The appraised entity has been profitable in recent years and in the foreseeable future, which can reflect the value of the enterprise from the way of income. In the process of evaluation, the income method not only considers the assets inside and outside the account declared by the appraised entity, but also considers various factors that have a significant impact on the profitability, such as the accumulated customer resources and scientific operation and management level of the enterprise, That is, the appraisal conclusion fully covers the value of all shareholders’ equity of the appraised unit. Although the appraisers have made necessary and sufficient adjustments to the reference company of the appraised entity during the market method appraisal, there is still a risk that the appraisers fail to grasp the unique intangible assets, contingent liabilities and other uncertain factors of the reference company or factors that are difficult to adjust, resulting in a large degree of dispersion between the appraisal results and the actual enterprise value.
After investigating the financial situation and analyzing the historical business performance of the appraised unit, according to the provisions of the assets appraisal standards, combined with the assets appraisal object, appraisal purpose and applicable value types, and through comparative analysis, the appraisers believe that the appraisal results of the income method can more comprehensively and reasonably reflect the owner’s equity value of the appraised unit.
(4) Evaluation conclusion
After comprehensive analysis, the value of all shareholders’ equity determined by the income method in this appraisal is 132 million yuan, which is 138641600 yuan higher than the book value of owners’ equity, with a value-added rate of 2087.46%.
15. Determination of purchase price
According to the assets appraisal report on the project of total equity value of shareholders of Zhejiang Junlan Hotel Management Co., Ltd. Zhejiang Ssaw Boutique Hotels Co.Ltd(301073) involved in the proposed acquisition of equity (zthhpbz (2022) No. 2009), the total equity value of shareholders of Zhejiang Junlan Hotel Management Co., Ltd. is 132 million yuan, corresponding to 79% equity value of 104.28 million yuan. his
