国证国际主要观点如下： 事件 10月12日，香港中旅发布公告，公司拟向股东实施建议分派，通过集团重组将旅游地产业务分拆至私人 公司。同时董事局建议实施股本削减，将股本账内的进账由92.2亿港元削减至7.2亿港元。在剥离持续亏 损旅游地产业务后，公司将聚焦核心业务，预计报表端也将会有所改善。此外，公司积极布局冰雪经 济，此前宣布收购万科旗下的吉林松花湖国际度假区开发有限公司和北京万冰雪体育有限公司的75%股 权，相关业务将于11月并表，预计给公司带来更多收入和利润增量。 剥离旅游地产业务，聚焦核心业务 股东可选分派方案 本次分派为股东提供了实物和现金两种分派方案，1)实物分派：按每股股份对应一股私人公司股份的基 准实施;2)现金分派：每股支付0.336港元现金代价，约为公告日期前最后一个交易日收盘价每股1.53港 元的21.96%。沪(深)港通股东因收取私人公司股份存在困难，将直接收取现金分派。分派完成后，旅游 地产业务将从上市公司出表，成为集团直接控股的私人公司。 建议股本削减，产生进账转入保留溢利 为改善核心竞争力和整体盈利能力，公司宣布将进行集团重组，将旅游地产业务的权益重组至私人公司 持有，剥离的部分包 ...

Core Viewpoint - Hong Kong Travel (03808) has experienced a decline in performance in the first half of the year, primarily due to negative impacts from its tourism and scenic area business. The company expects improvements in its financial statements following the divestiture of its loss-making tourism real estate business. The hotel business continues to grow, and with the upcoming winter season, the company anticipates overall performance to improve in the second half of the year [1][2]. Group 1: Business Restructuring - The company announced a group restructuring to divest its tourism real estate business, which includes five projects: Zhuhai Huaqing Bay, Xianyang Huaqing Bay, Anji Resort, Shenzhen Airport Project, and Chengdu Jintang Project. The projected revenues for the divested parts are 629 million, 459 million, and 147 million HKD for 2023, 2024, and the first half of 2025, respectively, with net losses of 461 million, 239 million, and 192 million HKD [2]. - The divestiture is expected to reduce profit drag and improve overall profitability, with the company focusing on its core businesses, including theme parks, tourism certificates, hotel operations, and passenger services [2]. Group 2: Shareholder Distribution - The company offers shareholders two distribution options: a physical distribution of shares in the private company or a cash distribution of 0.336 HKD per share, which is approximately 21.96% of the last closing price of 1.53 HKD [3]. - Following the distribution, the tourism real estate business will be removed from the listed company and become a privately held entity [3]. Group 3: Capital Reduction Proposal - The board of directors proposed a capital reduction, decreasing the capital from 9.222 billion HKD to 722 million HKD. The resulting 8.5 billion HKD will be transferred to retained earnings, which will limit the company's ability to pay dividends or undertake actions requiring distributable reserves [4]. - The capital reduction will provide the company with more flexibility in decision-making regarding corporate actions and dividend policies [4]. Group 4: Expansion into Snow Economy - The company has entered into agreements to acquire 75% stakes in Jilin Songhua Lake International Resort Development Co., Ltd. and Beijing Wanbingxue Sports Co., Ltd. These acquisitions are expected to be consolidated in November and will likely contribute to revenue and profit growth [5][6]. - The company aims to actively respond to national calls for developing the snow economy and plans further development of related projects [6].

Group 1 - Vanke Group has officially updated its organizational structure, marking a significant transformation in its management approach, with the previous regional companies being replaced by 16 city companies directly managed by the headquarters [2][3] - The restructuring aims to optimize operational efficiency by focusing on eight business divisions, including property management, commercial and hotel operations, long-term rental apartments, and logistics, moving away from a regional-centric management style [2][3] - The changes reflect a strategic repositioning under the influence of Shenzhen Metro Group, which has taken a more active role in Vanke's management and governance since acquiring a significant stake in the company [4][5] Group 2 - The restructuring is seen as a response to the need for operational stability and transformation, following a series of leadership changes and the introduction of Shenzhen Metro executives into key positions [5][6] - The new management structure emphasizes a flatter hierarchy, consolidating functions such as procurement, finance, and human resources under centralized control, while regional companies are redefined as execution platforms [6][9] - Vanke's previous regional management model has been criticized for inefficiencies, prompting the need for a more streamlined approach to enhance decision-making and risk management [9][10] Group 3 - Vanke has divested a significant portion of its snow business to Hong Kong Travel, indicating a strategic shift to focus on its core real estate operations and improve financial health [11][12] - The decision to exit the snow business is part of a broader strategy to streamline operations and reduce debt, as the company faces ongoing financial challenges, including a reported loss of 11.947 billion yuan in the first half of 2025 [15] - The divestiture reflects a recognition that the snow business, which has been marginalized within the company's portfolio, does not align with Vanke's traditional strengths and operational focus [13][14]

Core Viewpoint - Vanke continues its "slimming" plan by divesting its ice and snow business, which was once highly anticipated [1] Group 1: Transaction Details - On August 26, Hong Kong Travel signed a share transfer agreement with Vanke's subsidiaries to acquire 75% of Jilin Songhua Lake International Resort Development Co., Ltd. and Beijing Vanke Ice and Snow Sports Co., Ltd. [2] - The transaction includes two core assets: the heavy asset Songhua Lake Resort and the light asset Vanke Ice and Snow management platform [4] - The Songhua Lake Resort, located in Jilin Province, covers an area of 220 hectares, has 50 ski trails totaling 55 kilometers, and can accommodate 15,000 visitors daily [4] Group 2: Background of Vanke's Ice and Snow Business - Vanke's involvement in the ice and snow industry began in 2011, with the official operation starting in 2015 when the Songhua Lake Ski Resort opened [5] - The ice and snow division was established in 2017, aiming to capitalize on the booming ice and snow industry following Beijing's successful bid for the 2022 Winter Olympics [6][7] - However, the ice and snow industry is characterized by high investment, long cycles, and slow returns, leading Vanke to subsidize its ski resorts and related assets through real estate sales [8][10] Group 3: Financial Performance and Strategic Shift - In 2020, Vanke's ice and snow business accounted for only 1.03% of the group's total revenue, prompting the company to dissolve its independent ice and snow division [11] - Vanke reported a loss of 49.48 billion yuan in 2024, facing increasing liquidity pressure and a concentrated debt repayment [13] - In response, Vanke announced a comprehensive "slimming" plan to gradually exit non-core businesses, including the ice and snow sector [14][15] Group 4: Hong Kong Travel's Entry - Hong Kong Travel, established in 1992, is a significant player in tourism investment and operations [16][17] - The acquisition of Vanke's ice and snow assets marks a strategic expansion into the ice and snow tourism sector, which Hong Kong Travel has previously lacked [21] - Post-acquisition, Hong Kong Travel plans to enhance the Songhua Lake Resort by expanding ski trails and updating equipment [23] Group 5: Industry Trends - Vanke's divestment of its ice and snow business reflects a broader trend of real estate companies retreating from the cultural tourism sector amid industry adjustments [24] - Major players like Evergrande and Wanda have also been divesting cultural tourism assets to alleviate liquidity pressures [26] - The shift in ownership towards state-owned enterprises and specialized tourism operators indicates a transition from real estate-driven models to professional operational approaches in the industry [27][28]

Core Viewpoint - Vanke continues its "slimming" plan by divesting its ice and snow business, with Hong Kong Travel Group acquiring a 75% stake in two of Vanke's subsidiaries related to the ice and snow sector [1][10]. Group 1: Transaction Details - The transaction involves two core assets: the heavy asset Songhua Lake Resort and the light asset Wan Ice and Snow management platform [3]. - Songhua Lake Resort, located in Jilin Province, covers an area of 220 hectares, features 50 ski trails totaling 55 kilometers, and has a daily reception capacity of 15,000 visitors [3]. - Wan Ice and Snow Company manages seven ski resorts for the 2024-2025 season, operating 115 ski trails over 390 hectares, with an annual visitor capacity of nearly 2 million [3]. Group 2: Historical Context - Vanke's involvement in the ice and snow business began in 2011, with significant operations starting in 2015 when the Songhua Lake Ski Resort opened [4]. - The ice and snow division was established in 2017, aiming to capitalize on the booming ice and snow industry following China's successful bid for the 2022 Winter Olympics [4][5]. Group 3: Financial Performance and Challenges - The ice and snow industry is characterized by high investment, long cycles, and slow returns, leading Vanke to rely on real estate to subsidize its ski resorts and related assets [7]. - In the 2016-2017 season, Songhua Lake generated revenue of 110 million yuan, while real estate sales exceeded 300 million yuan, indicating a reliance on real estate for profitability [8]. - By 2020, Vanke's ice and snow business accounted for only 1.03% of total revenue, prompting the company to dissolve its independent ice and snow division [8]. Group 4: Industry Trends - The divestment of Vanke's ice and snow business reflects a broader trend in the real estate sector, where companies are retreating from the cultural tourism segment amid deep industry adjustments [16]. - Major real estate firms, including Evergrande and Wanda, have been selling off cultural tourism assets to alleviate liquidity pressures, with state-owned enterprises becoming the primary acquirers of these assets [17][18].

Core Viewpoint - Vanke has transferred its ice and snow-related business to China Travel International, indicating a strategic shift in its asset management and operational focus [1][3]. Group 1: Business Transfer Details - China Travel International, in collaboration with China Travel Capital and Jilin Province Travel Control Group, has acquired 75% stakes in Jilin Songhua Lake International Resort Development Co., Ltd. and Beijing Wanbingxue Sports Co., Ltd. from Vanke [1]. - The Songhua Lake project, located in a prime skiing area, features 220 hectares of skiing terrain with 50 ski trails totaling 55 kilometers, capable of accommodating 15,000 skiers simultaneously [1]. - The project has been recognized as a national-level 4A scenic area and a national-level ski tourism resort, attracting nearly 2 million visitors annually during the 2024-2025 ski season [1][2]. Group 2: Vanke's Strategic Shift - Vanke is undergoing a "body slimming" initiative, focusing on revitalizing its assets and improving cash flow, as the company has accumulated resources that are difficult to liquidate in the short term [3][4]. - The company has completed several asset sales this year, including commercial properties in Beijing and Shanghai, with a total transaction value of 6.43 billion yuan [4]. - Vanke has successfully revitalized 64 projects this year, generating approximately 22.6 billion yuan in new sales through asset optimization [4]. Group 3: Organizational Restructuring - Vanke is optimizing its governance structure to align with its new strategic planning, categorizing its operations into "Group Headquarters," "Regional Companies," and "Business Units" [5][6]. - The "Group Headquarters" will focus on risk control and strategic operations, while "Regional Companies" will coordinate on-the-ground business execution [5]. - The restructuring aims to balance organizational control with market vitality, enhancing both governance efficiency and business development [6].