HEC(SZ:000886) Xin Lang Cai Jing·2025-11-21 17:22Core Viewpoint - Hainan Highway Co., Ltd. announced plans to acquire a 51.0019% stake in Hainan Jiaokong Petrochemical Co., Ltd. for 46.6751 million yuan, detailing financial performance, evaluation methods, and solutions for related party transactions in response to inquiries from the Shenzhen Stock Exchange [1][2][3]. Group 1: Financial Performance and Growth - Hainan Jiaokong Petrochemical's main business is retailing refined oil at highway service areas, with revenues of 213.6377 million yuan in 2023, 271.0419 million yuan in 2024, and 146.4736 million yuan from January to May 2025, maintaining a gross margin between 11.54% and 12.44% [2]. - The growth in performance is attributed to the operation of new stations and the recovery of the tourism industry, with a projected revenue increase of 26.87% in 2024 due to the launch of four gas stations and an 8% increase in tourist numbers in Hainan [2]. - For the first five months of 2025, gross profit growth reached 28.72%, outpacing revenue growth of 19.79%, driven by the Spring Festival tourism peak and declining international oil prices [2]. Group 2: Evaluation Method and Market Position - The transaction's pricing is based on a reasonable income approach, with a transaction price of 46.6751 million yuan, and the evaluation considered the impact of policies, predicting a gradual decline in refined oil sales starting in 2026 [3]. - The acquisition's price-to-earnings ratio is 18.31 and price-to-book ratio is 1.38, both lower than comparable industry transactions, indicating a fair valuation [3]. - The company plans to address potential competition with its controlling shareholder's related party, ensuring that the impact on operations remains minimal, as the related party's revenue is only 2.18% of the listed company's projected income for 2024 [3]. Group 3: Related Party Transactions and Compliance - Over 99% of Hainan Jiaokong Petrochemical's refined oil procurement comes from related party China Petroleum & Chemical Corporation, with procurement prices aligned with market rates, ensuring no significant price discrepancies [4]. - Following the acquisition, the proportion of related party transactions will increase, but the company commits to maintaining independence through market expansion and strict compliance with review procedures [4]. - The transaction includes a profit compensation arrangement, ensuring that the cumulative net profit from 2025 to 2027 meets or exceeds the evaluated forecast, with compensation calculated based on a specific formula [4].