May 13，Hainan Dadonghai Tourism Heart Co., Ltd. (SZ:000613，referred to as "Dadonghai A") announced，Planned to issue shares and pay cash，Purchase 51% equity of Chengdu Langpei Education Consulting Co., Ltd. (referred to as "Langpei Education")。At the same time，Dadonghai A plans to raise supporting funds through a non-public issuance of shares to Luoniushan Group，It is expected not to exceed 100% of the consideration paid for the assets shares to be purchased。

Dadonghai A issued the announcement the next day，That is, trading will resume after the market opens on May 14，Opening price on resumption day 4.93 yuan/share，As of closing on May 21，Dadonghai A reported 3.82 yuan/share，Drop 4.98%。Previously，Dadonghai A has negative net profit and operating income is less than 100 million yuan，Implemented special treatment of "Delisting Risk Warning"，And suspended for one day on April 26，Trading will be suspended from the opening of the market on April 27 to May 14。

According to announcement，Dadonghai A plans to issue shares and pay cash，Liu Chungang, the major shareholder of Xianglangpei Education、Yi Jianhua、Chengdu Tanxue and Chengdu Langzhong purchased their combined 51% stake in Langpei Education，Purchase asset shares issuance price is 4.29 yuan/share，Not less than 90% of the market reference price。

After this transaction，Dadonghai A will hold 51% equity of Langpei Education，Become the controlling shareholder of Langpei Education，Management consulting 188bet app download business for education and training institutions will be added，Mainly provides school operation management consulting services to private education and training institutions、Teaching and Academic Affairs Standardization Management System Support、Teaching and learning software and other services。

2021 Q1 Dadonghai A revenue 805.440,000 yuan，Net profit attributable to shareholders of the listed company is 100.490,000 yuan，Langpei Education’s quarterly revenue is 3780.870,000 yuan，Net profit 51.310,000 yuan，After completion of acquisition，Education business will become Dadonghai A’s main source of revenue。

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Dadonghai A was established in 1993，And listed on the Shenzhen Stock Exchange in January 1997，The main business is hotel accommodation and catering services，The hotel is located in the central area of ​​Dadonghai Scenic Area, Sanya City, Hainan Province。

2020，Affected by the epidemic，The tourism and tourism service industry has been hit hard。2020，The income from its main business has decreased significantly，for 1511.200,000 yuan，1042 less than in 2019.340,000 yuan，Operating loss 1131.710,000 yuan，1053 more losses than in 2019.170,000 yuan，Net profit loss 1156.790,000 yuan，Increased loss by 1232 compared with the previous year.470,000 yuan。

Because the net profit attributable to the company’s shareholders in 2020 is negative and the operating income is less than 100 million yuan，Involves Article 14 of the "Shenzhen Stock Exchange Stock Listing Rules (2020 Revision)".3.Situations specified in Article 1，Dadonghai A stock trading is subject to special treatment of "delisting risk warning"。According to the announcement disclosed by Dadonghai A，The company’s stocks will be suspended for one day on April 26, 2021，And trading will resume from the opening of the market on April 27, 2021。188bet Online Sports Betting and Casino After resumption，Stock abbreviation changed from "Dadonghai A" to "*ST Donghai A"，At that time, the stock trading day’s price increase and decrease will be limited to 5%。

Subsequently，Dadonghai A indicates，We will strive to lift the delisting risk warning from three aspects，First, adjust business ideas，Innovative business management；Second, scientific and reasonable will reduce operating costs，Maximizing asset benefits。The third measure is to continue to look for suitable projects for asset restructuring，Enrich the industrial structure，Increase main business income and profit growth points，Enhancing the company’s ability to resist risks and competitiveness，This is mainly due to its single main business，Small scale，Situations where the ability to resist risks is weak。

April 26，Dadonghai A issued an announcement，The company is planning to issue shares to purchase assets，Because there is still uncertainty about relevant matters，In order to safeguard the interests of investors，Avoid significant impact on the company’s stock price，According to the relevant regulations of Shenzhen Stock Exchange，Applyed by the company，Company stock (securities abbreviation: *ST Donghai A，Security code: 000613;*ST东海B，Securities code: 200613) trading will be suspended from the market opening on April 27, 2021。The planning matter mentioned in this announcement is the purchase of Langpei Education shares。

This acquisition，Dadonghai A plans to raise supporting funds from Luoniushan Group through a non-public issuance of shares，It is expected not to exceed 100% of the consideration paid for the assets shares to be purchased；The number of shares issued for this raising of supporting funds shall not exceed 30% of the company’s total A-share capital before this issuance，i.e. no more than 82,830,000 shares。 The issuance price of supporting funds raised this time is 4.26 yuan/share 。The supporting funds 188bet Online Sports Betting and Casino raised are intended to be used to pay the cash consideration for this transaction、Related transaction taxes and intermediary agency fees、Construction project under construction of the target company，And repay the debts of listed companies。

Langpei Education’s 2021 Q1 revenue 3780.870,000 yuan，Net profit 51.310,000 yuan

Langpei Education was established in 2014，Disclosed according to announcement，Langpei Education’s business model is mainly to provide school operation management consulting services to domestic private education and training institutions、Teaching and Academic Affairs Standardization Management System Support、Teaching and learning software and other services。

Its main business mainly includes two major categories of services and software products。Service products include lectures at Langpei Business School，Provide content support for starting classes and running schools for the heads of education and training institutions；Products of Langpei Family Education Research Institute，Mainly for early childhood education management consulting；Internal training and consulting projects are mainly aimed at education and training institutions and various private schools for enrollment marketing、Management Operations、Provide on-campus guidance and consulting services on teaching and academic affairs。

Software products include talent training software and information management systems。

Langpei Education mainly invites appointments by phone、WeChat invitation and other methods，Invite customers and potential customers to participate in introductory course activities held by the target company across the country，Encourage attendees to purchase education training courses and related software products from Langpei Education，Subsequent provision of various lecture services to customers through online or offline delivery。    

 2021，Langpei Education begins to develop C-side business，Carrying out children’188bet app s quality education business through subsidiary Chengdu Chenxi，Representative project is “Morning Xi Chinese Language”，Through direct-operated stores and brand authorized stores，Providing reading for primary school students in grades 1-6、Writing and other course teaching services。 First quarter of 2021，Langpei Education achieved revenue of 3780.870,000 yuan，Net profit 51.310,000 yuan。Total revenue in 20201.3.4 billion yuan，Net profit 842.290,000 yuan，2019 revenue 2.0.9 billion yuan，Net profit 1690.540,000 yuan。

As of March 31, 2021，The total assets of Langpei Education is 1.3.7 billion yuan，Liability 1.1.1 billion yuan。

Meanwhile，Liu Chungang and Yi Jianhua, the major shareholders of Langpei Education, have issued the "Commitment not to seek control of listed companies"，Commitment: (1) Not to use the acquired Dadonghai shares to seek actual control of Dadonghai, either individually or jointly;(2) Will not be delegated、Collection of stock rights、Agreement、Join other shareholders or any other means to individually or jointly seek actual control of Dadonghai。 Based on this，Dadonghai A indicates，After completing the purchase of Langpei Education，The control of the company has not changed，This transaction is not expected to constitute a restructuring and listing。

*thisTextcomeSource: Internet Economic Society, original title:《“Cross-border” education in tourism industry Dadonghai A acquires Langpei Education to “preserve the shell”？》.