南京商旅取消收购关联资产 终止公告前股价离奇飙升|并购谈

Core Viewpoint - Nanjing Shanglv announced the termination of its major asset restructuring plan to acquire 100% equity of Nanjing Huangpu Hotel due to changes in market conditions after a year and a half of planning [1][8]. Group 1: Transaction Details - The transaction involved Nanjing Shanglv planning to acquire 100% equity of Nanjing Huangpu Hotel from its controlling shareholder, Nanjing Tourism Group, for approximately 199 million yuan, with cash payment of about 29.83 million yuan and share payment close to 169 million yuan [2][9]. - The acquisition was intended to enhance Nanjing Shanglv's dual business layout of "tourism + commerce" and extend its cultural tourism industry chain [10]. Group 2: Financial Performance - Huangpu Hotel's net profits for 2023, 2024, and Q1 2025 were reported as 8.16 million yuan, 6.28 million yuan, and 1.35 million yuan, respectively, indicating a significant downward trend [10]. - The hotel's operating revenue decreased from 67.53 million yuan in 2023 to 60.56 million yuan in 2024 [10]. Group 3: Valuation Concerns - The asset valuation of 199 million yuan represented a 150% appraisal increase, raising concerns among market participants regarding the valuation method used [10]. - Analysts noted that the asset-based valuation method, typically suited for fixed asset-heavy businesses, is uncommon for hotel operations, which are more reliant on operational performance [10]. Group 4: Lack of Performance Commitments - The absence of performance commitments in the transaction further heightened valuation risks, as both parties agreed not to set performance guarantees due to the use of the asset-based valuation method [11].