The book value of a net asset is only 45.4 million yuan，Evaluated value up to 3.400 million yuan asset target，But with 8.400 million consideration to acquire。Days ago，Beijing Jingxi Cultural Tourism Co., Ltd. (hereinafter referred to as Beijing Culture，000802.SZ) made such an acquisition。

October 15th，Beijing Culture Disclosure Announcement，will be 8.400 million yuan consideration，Acquired 100% equity of Beijing Oriental Landscape Resort Co., Ltd. (hereinafter referred to as Oriental Landscape)。

For an asset target with such a high appreciation rate of assessed value，Beijing Culture also wants to increase the purchase price，This move attracted great attention from the Shenzhen Stock Exchange。October 17，Shenzhen Stock Exchange issued a letter of concern to Beijing Culture，Require the company to explain the basis and rationality of the pricing of this transaction。

Researchers from "Investment Times" also paid attention，The acquisition target Dongfang Shanshui has suffered continuous losses。And，This business model is relatively simple，A "resort" whose business scope is only Chinese cold meats，The cash flow generated from operating activities in 2018 has been a net outflow。What is the purpose of Beijing Culture’s acquisition?？

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This 188bet sports betting app download time，Beijing Culture plans to purchase Beijing Nandu International Economic and Trade Co., Ltd. (hereinafter referred to as Nandu International) with its own funds、100% equity of Oriental Landscape held by Beijing Hanbang Guoxin International Group Co., Ltd. (hereinafter referred to as Hanbang Guoxin)。

According to the "Appraisal Report" issued by Beijing Zhongfeng Asset Appraisal Co., Ltd.，On the premise of maintaining ongoing operations for the current purpose，Appraisal using asset-based approach，As of the evaluation base date July 31, 2019，The book value of Dongfang Shanshui’s net assets is 4520.40,000 yuan，Evaluated value is 3.4.3 billion yuan，Value-added rate reaches 658.7%。

The value-added rate exceeds 6 times, which is not a high level，But this is not the final price of this transaction。Follow the transaction announcement，The transaction price is 8.400 million yuan，Far exceeds the net asset book value and appraised value of the underlying assets。

For the purpose of acquiring the subject assets，Beijing cultural expression，In order to improve the company's industrial chain，Leverage the derivative economic effects of film and television IP，Plan to adopt a film culture industry development plan that integrates "studio + director studio + film and television entertainment"。Proposed to build a filming studio、Supporting facilities, etc.。

At the same time，Beijing cultural title，The “29 pieces of state-owned land use rights owned by Dongfang Shanshui are located next to the Miyun Reservoir in Mujiayu Town, Miyun District, Beijing，Excellent location，Near mountains and rivers，Pleasant scenery，You can overlook the panoramic view of the reservoir，Suitable for the development of various tourism projects”。

However，The Oriental Landscape with Praise in the Announcement，The performance is rather embarrassing。

Oriental Landscape founded in 2002，188bet app download 2018 and the first 7 months of 2019，Operating income is all 0，Net profit is -104 respectively.350,000 yuan and -317.250,000 yuan。Researcher of "Investment Times" found out from the company's information search，At the end of last year，The major shareholder of Dongfang Shanshui has just been changed，100% owned by the former Hanbang Guoxin，Changed to 95% held by Narada International、Hanbang Guoxin holds 5% shares。

For such a company with zero revenue，Catering company at a loss，Beijing culture is extremely optimistic，Indicates that the company “meets the company’s project development needs，Extremely scarce and irreplaceable。”

To this，The Shenzhen Stock Exchange requested in the inquiry letter to explain the basis and rationality of the pricing of Beijing Culture’s transaction，Is there any other interest arrangement。At the same time，Whether Beijing Culture has any financial or business transactions with the counterparty，Is there any association?，Issues such as whether there are non-related transactions are also mentioned。

In response to Beijing Culture’s announcement that the subject asset land will be used to build a filming studio、At the same time as supporting facilities，An expression that the land owned by Dongfang Shanshui is suitable for the development of various tourism projects，The inquiry letter requires a detailed explanation of the necessity of this transaction，And the specific purpose of your company’s purchase of the target company’s land、Development and construction cycle。

The cash on hand is far from enough

Actually，It is difficult for Beijing Culture to keep a low profile for its huge investment in the resort purchase。

After all, this is Beijing culture that has frequently invested in hit film and television works such as "The Wandering Earth", "Wolf Warrior 2", and "I'm Not the God of Medicine" in recent 188bet app years，“Quit bravely” after 6 years of transition to film and television。

For the cultural travel industry，Beijing culture is no stranger，After all, its predecessor "Jingxi Tourism" is a tourism company。At that time, Jingxi Tourism’s main business was tourism、Hotel，Own Lingshan、Jie Tai Temple、Miaofeng Mountain、Jie Tai Temple、The contract management right of Tanzhe Temple’s “Three Mountains and Two Temples” and other scenic spots，And hotel assets such as Longquan Hotel。

Since 2015，Beijing Culture began to frequently sell tourism assets，The first to be transferred was the property company affiliated to Longquan Hotel；Next year，Longquan Hotel is also for sale；June 2016，When the contracted operation period of Lingshan Scenic Area has not expired，was returned in advance by Beijing Culture。

The acquisition of Oriental Landscape by Beijing Culture，Obviously refocusing on Qiwen travel industry。But for the current Beijing culture，It is somewhat difficult to rely solely on its current financial situation。

Transaction announcement content display，Beijing Culture acquires 8 of Oriental Landscape.400 million，Will be carried out by payment of cash consideration。But according to the 2019 semi-annual report，As of June 30, 2019，There are only monetary funds 2 in Beijing Cultural Account.1.8 billion yuan。

The inquiry letter requires Beijing Culture to combine the payment arrangements for this transaction，Details the source of funds for this transaction consideration，Involving self-raised funds，Further explanation of self-funding methods、Source of funds、Guarantee measures、The impact of financing progress and financing matters on the company’s financial expenses，And explain whether this transaction will have a significant impact on the company’s financial stability。

In addition to the financial impact 188bet sports betting app download of cash payments，There is also some uncertainty in Beijing Culture’s purchase of Dongfang Shanshui land for cultural tourism construction。

Mentioned in the announcement，Official application to develop North 18 of Gelaoyu Village, Mujiayu Town, Miyun, Beijing.Within 24 months after the transfer of 720,000 square meters of land，When the relevant land license cannot be obtained，Beijing Culture has the right to choose to terminate this agreement。

In the terms binding the parties，Beijing Culture guarantees that the status of the Oriental Shanshui asset account will first be restored to the original state on the delivery date，The counterparties Nandu International and Hanbang Guoxin promise to repurchase 100% of the shares of the target company within 30 days after the two parties sign it，Return the actual transfer money as stipulated in the repurchase agreement。However，For these 8.Capital cost of 400 million consideration in two years，No mention of it in the terms of the transaction。

This inquiry letter also inquires about the progress of Dongfangshanshui Land Ownership Certificate，And require explanation if the counterparty fails to complete the application for the land license of the target company within 24 months，Whether the counterparty of the transaction bears relevant liability for compensation。

After giving up ready-made tourism assets such as Lingshan Scenic Area，Beijing culture is making a comeback、How to invest heavily in cultural tourism，It seems a bit sudden to some investors。After all，Beijing culture, which is booming in the film and television industry, must re-enter the tourism industry，It looks like "reversing" no matter how you look at it。

 *This article comesSource: Investment Times, author: Yu Fei, original title：《Beijing Culture is interested in Miyun’s loss-making “resort” valuation 3.The purchase price of 400 million yuan is as high as 8.400 million》.