Comprehensive Analysis Report on the 136 Million Yuan Related Party Transaction of Hubei Three Gorges Tourism Group

According to public information, the holding subsidiary of Hubei Three Gorges Tourism Group (002627.SZ) plans to purchase part of the property of the Three Gorges Cruise Center Terminal developed by Lvjin Real Estate (a related party) for

for cruise tourism business operations and strategic development needs [1].

• Buyer: Holding subsidiary of Hubei Three Gorges Tourism Group
• Seller: Lvjin Real Estate (related party)
• Transaction Target: Part of the property of the Three Gorges Cruise Center Terminal
• Transaction Amount: 136 million yuan
• Transaction Purpose: Cruise tourism business operations and strategic development

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According to the China Real Estate Index System’s 100-city Price Index Report,

:

• Yichang new residential property price in December 2024:
  7,755 yuan per square meter
• Price trend:
  0.04% month-on-month decrease, 0.36% year-on-year decrease [2]
• Market environment:
  The Chinese real estate industry was generally sluggish in 2024, with housing prices falling in many places

Chart Explanation:

• Left Top: Comparison of transaction amount (136 million yuan) with company market capitalization (3.6 billion yuan) and free cash flow (80 million yuan)
• Right Top: Yichang housing price trend in Q4 2024 (both new and second-hand housing prices showed a downward trend)
• Left Bottom: Radar chart of company financial health (good liquidity but weak profitability)
• Right Bottom: Multi-dimensional impact assessment of related party transactions

• ✓ Purchasing assets during a downturn in the real estate market may result in
  lower acquisition costs
• ✓ The purchased assets are
  core commercial assets
  such as the cruise center terminal, not ordinary residential properties
• ✓ Highly synergistic with the company’s main business and has
  strategic value

• ✗ 136 million yuan is equivalent to
  170% of the company’s 2024 free cash flow (80 million yuan)
  [0], which poses capital pressure
• ✗ Lack of public third-party evaluation report,
  insufficient pricing transparency
• ✗ Related party transactions have
  risk of interest transfer

Against the backdrop of the current downturn in Yichang’s real estate market, the pricing is , but the following still need attention:

1. Whether it has undergone independent third-party evaluation
2. Whether the unit price is consistent with similar commercial real estate prices
3. The relationship between transaction price and asset book value

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According to brokerage API data [0]:

• Company’s 2024 free cash flow:
  Approximately 80 million yuan
• Transaction amount:
  136 million yuan
• Cash flow coverage ratio:
  80 million yuan ÷ 136 million yuan =
  58.8%

The transaction amount exceeds the company’s annual free cash flow, which will significantly . However, the company has a good liquidity position (current ratio 3.17, quick ratio 3.16) [0], and strong short-term solvency.

• Transaction amount as a percentage of total market capitalization:
  Approximately 0.38% (136 million yuan / 3.6 billion yuan)
• Impact on company’s asset structure:
  Relatively controllable

According to financial analysis [0]:

• Financial attitude:
  Conservative
• Debt risk:
  Low risk
• ROE:
  2.96% (low)

The company’s overall financial situation is stable, but its profitability is weak (ROE is only 2.96%). This large investment needs to generate returns as soon as possible to improve financial indicators.

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Impact Dimension	Specific Performance
Business Synergy	Purchasing the cruise center terminal can be directly used for cruise tourism business, reducing rental expenses
Strategic Layout	Helps consolidate the company’s core position in the Three Gorges tourism industry chain
Asset Appreciation	If the real estate market recovers in the future, the asset may appreciate

Risk Factor	Impact on Minority Shareholders
Capital Occupation	The large expenditure of 136 million yuan may affect dividend-paying capacity
Related Party Transaction Risk	Unfair pricing may lead to interest transfer and damage the rights and interests of minority shareholders
Uncertainty of Investment Returns	The tourism industry is greatly affected by macroeconomics, so there is uncertainty in investment returns
Liquidity Risk	Large cash expenditures may weaken the company’s ability to respond to emergencies

As a related party transaction, the following need to be focused on:

1. Whether the independent directors’ opinions are sufficient
2. Whether minority shareholders’ votes are counted separately
3. Whether information disclosure is complete and transparent
4. Whether there is a conflict of interest avoidance mechanism

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Evaluation Dimension	Score (1-10)	Explanation
Market Timing	7/10	Buying during a real estate downturn is a good timing
Strategic Matching Degree	8/10	Highly synergistic with the main business
Pricing Transparency	5/10	Lack of public evaluation report, insufficient transparency
Financial Impact	6/10	Large cash flow pressure but sufficient liquidity
Comprehensive Score	6.5/10	Basically reasonable, need to pay attention cautiously

Impact Type	Impact Degree	Evaluation
Long-term Value	Neutral to positive	May enhance business synergy effects
Short-term Finance	Neutral to negative	Cash flow pressure may affect dividends
Corporate Governance	Need attention	Related party transactions need strict supervision
Comprehensive Evaluation	Need to be cautious	It is recommended that minority shareholders pay close attention to transaction details

1. Pay close attention to the detailed terms in the transaction announcement
   , especially:
   • Asset evaluation report
   • Transaction pricing basis
   • Payment method (one-time or installment)
   • Asset transfer schedule

2. Pay attention to the company’s subsequent disclosure
   :
   • Actual use of the asset
   • Expected investment returns
   • Impact on cash flow

3. When participating in the shareholders’ meeting vote
   , focus on:
   • Independent directors’ opinions
   • Avoidance of related shareholders
   • Voting results of minority shareholders

• It is recommended to strengthen supervision over the pricing of related party transactions
• Require the company to provide a detailed third-party evaluation report
• Ensure the right to know and participate of minority shareholders

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1. Pricing Rationality:
   Against the backdrop of the current downturn in Yichang’s real estate market, the pricing of this transaction is
   possibly relatively reasonable
   , but due to the lack of public evaluation reports and comparable commercial property transaction data,
   no definitive judgment can be made
   .

2. Impact on Minority Shareholders:
   Generally neutral to cautious
   . In the long run, if the asset can be effectively used for business development and generate returns, it will be beneficial to shareholders; but in the short term, large cash expenditures may affect dividends and cash flow, and related party transactions have potential interest transfer risks.

3. Recommendation:
   It is recommended that minority shareholders vote prudently at the shareholders’ meeting and require the company to provide more detailed asset evaluation reports and investment return analysis
   . At the same time, pay close attention to the company’s subsequent operating performance and cash flow status.

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• [0] Gilin API Data (financial data, market data, real-time quotes)
• [1] Online search news reports (Hubei Three Gorges Tourism Group related party transaction announcement)
• [2] China Real Estate Index System 100-city Price Index Report (December 2024)

This analysis is based on public information and does not constitute investment advice. Investors should make independent judgments based on their own circumstances and bear investment risks.