On November 3, Only Education announced that its wholly-owned subsidiary, Xiaoyao Culture and Tourism Co., Ltd., intends to acquire a 100% stake in Shanghai Leyou Youtu International Travel Agency Co., Ltd. from Shanghai Xianghong Culture and Tourism Development Group for 38 million yuan. The payment will be made in two installments: 35 million yuan initially and 3 million yuan subsequently, subject to agreed conditions.
Shanghai Xianghong will repay its outstanding funds to Shanghai Leyou after receiving the first payment, eliminating any financial liabilities. The seller has committed that Shanghai Leyou will achieve cumulative audited revenue of at least 480 million yuan and net profit of 5 million yuan (excluding non-recurring gains) from 2025 to 2028. If targets are unmet, compensation will be paid to Only Education.
This acquisition aligns with Only Education's strategic focus on senior-care services, aiming to enrich its product offerings and strengthen its second growth curve. Shanghai Leyou holds both domestic and international travel licenses. Initially focused on high-end U.S. tours, it later expanded into offline travel chains nationwide. Despite pandemic-related disruptions, the company resumed operations in 2023.
Shanghai Leyou's current businesses include: 1) A travel chain platform with 60 active outlets in Shanghai, serving over 200,000 customers (75% aged 40+). 2) Self-operated cruise and customized tours targeting seniors, having served 50,000 users across 100+ countries. 3) Ancillary services like flight and hotel bookings.
The deal, priced above Shanghai Leyou's net asset value, is expected to generate 47 million yuan in goodwill. It may add 12 million yuan in revenue but reduce net profit by 200,000 yuan this year.
The acquisition was approved by Only Education's board on October 29, though four directors abstained, citing concerns over synergy uncertainties, past acquisition underperformance, and preference for partnerships over outright purchases.
The Shanghai Stock Exchange has requested disclosure of asset valuation, target operations, payment terms, and board deliberations within five trading days.
Only Education emphasized the growing potential of the senior-care economy, driven by aging demographics and rising consumption. Its "Happy Commune" brand has recently opened two new branches, bringing its total offline campuses to five.
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