through the acquisition of 51% stake in nine travel agencies, Great Wall Film and Television can serve about 1.4 million tourists every year, which can increase the company's net profit by more than 30 million yuan, and at the same time, it can transport more than 200000 tourists to Zhuji Film and Television City.
on May 26th, Great Wall Film and Television Co., Ltd. (hereinafter referred to as "Great Wall Film and Television") announced that it had signed an "equity transfer agreement" with Wentao Fund and Wulue Fund to acquire 51% of the stakes in nine travel agencies held by Wentao Fund and Wulue Fund for about 216 million yuan. these nine travel agencies are Shanghai Haixin International Travel Service Co., Ltd., Nanjing Sihai Travel Service Co., Ltd., Hangzhou Spring Sound Travel Service Co., Ltd., Anhui Baozhong China Merchants International Travel Service Co., Ltd., Nanjing Phoenix Holiday Travel Co., Ltd., Hangzhou Jinbang Travel Service Co., Ltd., Hangzhou Shimao Travel Service Co., Ltd., Shanghai Lotus Travel Service Co., Ltd and Hebei Special Travel Service Co., Ltd. < strong > 9 < / strong > < strong > background introduction of travel agencies < / strong > Nanjing Phoenix Holiday Travel Co., Ltd. is one of the largest local travel agencies in East China, serving nearly 200000 tourists annually. The main sources of tourists are Shandong, Northeast and other places. Local travel agencies organize and send guests to Nanjing, Hangzhou and other places. Phoenix Holiday picks up guests in Nanjing, Hangzhou and other places. Tour buses lead tourists to major scenic spots in East China, such as Nanjing, Suzhou, Wuxi, Shanghai, Hangzhou and so on. Recently, it has been qualified as a franchisee partner of Shanghai Disneyland, and its business ability has been greatly improved. Hangzhou Jinbang Travel Service Co., Ltd. is one of the major travel agencies in East China, serving an average of 50, 000 tourists a year. It mainly focuses on boutique tour routes in East China, which serves tourists with higher food, accommodation and transportation conditions and higher prices, so the unit price is higher, and it is well-known for its excellent service quality in East China. Pick up tourists with tour buses in Hangzhou, Nanjing and other places, and lead tourists to visit major scenic spots in East China, such as Nanjing, Suzhou, Hangzhou, Shanghai and so on. Hangzhou Shimao Travel Service Co., Ltd. is one of the largest B2B marketing platforms for tourism products in East China. Through its self-built online distribution system, Jutian Network, we independently purchase tickets for more than 400 scenic spots in East China on this platform and supply them to more than 6000 channel distributors (mainly local travel agencies) to earn the price difference. At the same time, the company also pushes the scenic spot ticket resources to B2C platforms such as Ctrip, Tongcheng, Donkey Mother, Qunar, Meituan, Taobao Travel and so on, which are sold directly to users. It is one of the largest suppliers of tourism resources in East China, with more than 400000 passengers per year. Shanghai Lotus Travel Service Co., Ltd. is one of the major middle-aged and elderly tourism service wholesalers in Shanghai. Its organization designs tourism products for the middle-aged and elderly market, organizes tourist sources through online and offline channels to serve the middle-aged and elderly tourists in Shanghai, serving 80, 000 tourists annually. Hebei extraordinary Travel Service Co., Ltd. is one of the strong tour agencies in Shijiazhuang. It has 48 business outlets in Shijiazhuang, focusing on surrounding tours and special tourism trains. It has a strong ability to mobilize and organize tourists in Shijiazhuang, and has a good cooperative relationship with surrounding scenic spots. Bailu Hot Spring, Xibaipo and other scenic spots have good cooperative relations, and it is also one of the local agencies for Shijiazhuang to visit Xibaipo. It serves an average of 50,000 tourists a year. Shanghai Haixin International Travel Service Co., Ltd. was founded in 1996. Over the past 20 years, the company has developed into a diversified large-scale tourism enterprise integrating outbound tourism, inbound tourism, domestic tourism, peer tourism routes, business inspection, convention and exhibition services, education and training, vacation and leisure, and is one of the largest tourism groups for the elderly in Shanghai. It is also the largest Korean inbound tourism reception agency in Shanghai. Outbound tourism focuses on Japanese tourism while taking into account Southeast Asian tourism. With more than 20 business outlets in Shanghai, it is one of the top 100 travel agencies in China and the top 20 in Shanghai tourism market, with an annual reception of 160000 tourists. Nanjing Sihai Travel Service Co., Ltd. is one of the major local travel agencies in East China. The top ten travel agencies in Nanjing mainly come from Northeast, North China, Yunnan and other places, receiving 80, 000 tourists a year. Hangzhou Chunzhisheng Travel Service Co., Ltd. is the main local pick-up service agency in East China, mainly receiving individual and business guests from other places to Shanghai and Hangzhou, mainly short-distance travel products around Shanghai and Hangzhou, is the core supplier of Ctrip, and the main partner of Xitang, Songcheng and other scenic spots, serving more than 100000 tourists a year. Anhui Baozhong Merchants International Travel Service Co., Ltd. is one of the large group agencies in Hefei, Anhui Province, serving more than 100000 tourists a year and receiving tourists through its more than 30 outlets. Recently, the research travel service has been carried out in cooperation with Wanxin Media Group. In 2016, it served primary and secondary school students to carry out research trips of more than 30, 000 people. Its construction and management of Chuzhou research travel base has been recognized by the Department of Education and Tourism Bureau of Anhui Province. the total evaluation value of 51% equity of 9 underlying companies in this exchange is 215.8512 million yuan. After negotiation by all parties to the transaction, the total equity transfer price of this transaction is 215.82 million yuan. The equity transfer prices of the nine underlying companies are as follows: 
according to the equity transfer agreements signed between the Wulue Fund and the Wentao Fund with the original shareholders of the 9 underlying companies respectively. The original shareholders of nine target companies have respectively made profit commitments to Wentao Fund and Wulue Fund for the four fiscal years from 2015 to 2018. Wentao Fund and Wulue Fund still need to pay a total of no more than 93.636 million yuan of the remaining equity transfer price to the original shareholders of the nine target companies according to the performance of the profit commitment.
after Great Wall Film and Television acquires 51% of the above nine target companies, the original shareholders of the nine target companies will fulfill their profit commitments for 2017 and 2018 respectively, and Great Wall Film and Television will pay the remaining equity transfer price of no more than 93.636 million yuan to the original shareholders of the nine target companies in three installments according to the performance of the profit commitment. Nine original shareholders of the underlying company (that is, Party C) promised Great Wall Film and Television that the net profit of the target company in 2017 and 2018 would not be lower than the promised net profit respectively. The details are as follows: 
the proposed acquisition of travel agencies is intended to serve the cultural and entertainment section of Great Wall Film and Television, and to implement the tourism extension services of the film and television base, through the expansion of the derivative plate with IP as the core. Promote the positive interaction and synergy between the plates, and enhance the profitability of the company.
Great Wall Film and Television can serve about 1.4 million tourists a year through the acquisition of 51% stake in these nine travel agencies, which can increase the company's net profit by more than 30 million yuan, and at the same time, it can provide Zhuji Film and Television City with more than 200000 tourists, thus further enhancing the influence, popularity and profitability of the film and television city. before Great Wall Film and Television, what is still fresh in people's memory is Wanda's horse-racing mergers and acquisitions in the tourism field. from 2013 to 2014, Wanda acquired 12 travel agencies in succession, hoping to bring tourists to Wanda's scenic spots (theme parks and tourism complex projects) and tap new value in the tourism industry chain. The follow-up development is that Wanda failed in the integration of 12 travel agencies, and left Wanda travel industry as a whole to the same trip, allowing the same journey to bear the responsibility of "collecting stalls". after acquiring these nine travel agencies, Great Wall Film and Television still needs to face the difficulties that Wanda once encountered: how to integrate and cooperate among the acquired travel agencies, whether they match their own genes, and whether they can be well integrated. for Great Wall Film and Television, the vision is always good when entering a new field, but it always takes time to test how to land. Edit: jessica
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