人民财讯8月22日电，8月22日，东风集团股份发布公告称，子公司岚图汽车将以介绍上市方式登陆港 股，东风集团股份将同步完成私有化退市。根据公告，本次交易采用"股权分派+吸收合并"的组合模 式，两大核心环节互为前提、同步推进。在第一环节，东风集团股份将其持有的岚图汽车79.67%股权 按持股比例向全体股东分派，随后岚图汽车以介绍上市方式登陆香港联交所。在第二环节，东风汽车在 境内全资子公司东风汽车集团（武汉）投资有限公司作为吸并主体，向东风集团股份的控股股东东风汽 车支付股权对价，向其他小股东支付现金对价，实现对东风集团股份的100%控制。 转自：证券时报 ...

【今日焦点】 东风集团股份(00489.HK)将分派岚图股份 东风公司拟通过吸收合并方式将公司私有化 25日复牌 东风集团股份(00489.HK)公告，于2025年8月22日，要约人东风汽车集团（武汉）投资有限公司与公司 订立建议交易：(1)分派及介绍上市：公司已决议将其将持有的岚图股份分派予现有股东，且岚图将在 满足分派条件的前提下申请岚图H股介绍上市；及(2)合并：同时，要约人与公司订立合并协议，据其规 定并根据及受限于合并协议的条件及条款（包括合并先决条件及合并条件），要约人与公司同意以现金 对价的方式向所有H股股东（东风公司直接持有的H股除外）实施合并。 待合并先决条件及所有合并生效条件获达成后，公司将向联交所申请自愿撤销H股于联交所的上市地 位。 分派、介绍上市及合并的完成互为先决条件，且分派、介绍上市及合并将在同一天或前后发生。 根据建议交易，H股股东将通过分派及介绍上市，就于分派记录日期持有的每股H股获发0.3552608股岚 图H股。此外，H股股东（东风公司直接持有的H股除外）每股H股将以现金方式收取港币6.68元的注销 价。基于估值顾问按估值参考汇率估算截至2025年7月31日每股岚图H股估 ...

Core Viewpoint - The proposed transaction involves the distribution of Lantu shares to existing shareholders and a merger agreement between Dongfeng Group and the offeror, aiming to privatize the remaining business and enhance shareholder value through the listing of Lantu on the Hong Kong Stock Exchange [1][2][3]. Group 1: Proposed Transaction Details - The company has resolved to distribute its holdings in Lantu shares to existing shareholders, with Lantu applying for a listing on the Hong Kong Stock Exchange, subject to distribution conditions [1]. - H-share shareholders will receive 0.3552608 Lantu H-shares for each H-share held as of the record date, along with a cash cancellation price of HKD 6.68 per H-share [2]. - The theoretical total value of each H-share in the proposed transaction is approximately HKD 10.85, representing a premium of about 128.90% over the last unaffected trading price of HKD 4.74 [2]. Group 2: Strategic Objectives - The merger aims to further integrate quality resources towards emerging industries and achieve valuation reconstruction, focusing on the development of the new energy vehicle sector [3]. - The listing of Lantu is expected to broaden financing channels, enhance brand image, expand overseas operations, and improve corporate governance [3]. Group 3: Market Activity - The company has applied to the Stock Exchange for the resumption of trading of H-shares starting from August 25, 2025 [4]. - Dongfeng Company is primarily engaged in the manufacturing and supply of commercial vehicles, passenger cars, and electric vehicles, along with related services and products [4].

本次交易采用岚图汽车股权+现金对价支付。 8月22日晚间，东风集团股份（0489.HK）发布公告称，子公司岚图汽车将以介绍上市方式登陆港股， 东风集团股份将同步完成私有化退市。根据公告，本次交易采用岚图汽车股权+现金对价支付，总体收 购价格为10.85港元/股，其中现金对价6.68港元/股，岚图股权对价4.17港元/股。（第一财经记者 黄琳） ...

Core Viewpoint - Dongfeng Group Holdings (00489.HK) is undergoing significant changes, including the privatization and delisting of Dongfeng Group Holdings and the introduction of its subsidiary, Lantu Automotive, to the Hong Kong stock market through a listing by introduction [2][4]. Group 1: Transaction Details - The transaction involves a combination of "equity distribution + absorption merger," where Dongfeng Group will distribute 79.67% of its shares in Lantu Automotive to all shareholders before Lantu's listing [2]. - The overall acquisition price is set at HKD 10.85 per share, comprising a cash consideration of HKD 6.68 and an equity consideration of HKD 4.17 [2]. Group 2: Financial Performance and Valuation - As of July 31, 2025, Dongfeng Group's total market capitalization is HKD 39.12 billion, with a closing price of HKD 4.74 per share, resulting in a price-to-book (PB) ratio of 0.25 [4]. - Lantu Automotive has shown promising growth, with a significant reduction in losses, moving towards profitability, with a projected tax pre-loss of HKD 2.43 billion in 2024, down from HKD 19.8 billion in 2023 [6][7]. Group 3: Strategic Importance of Lantu Automotive - Lantu Automotive is positioned as a high-end smart electric vehicle brand and is considered one of Dongfeng's most valuable and growth-oriented assets [4]. - The company aims to achieve annual sales of 200,000 vehicles, having sold approximately 56,100 vehicles in the first half of the year, marking an 85% year-on-year increase [7]. - The listing is expected to enhance Lantu's financing channels, brand image, and international expansion, potentially unlocking significant value creation opportunities [8].

分派、介绍上市及合并的完成互为先决条件，且分派、介绍上市及合并将在同一天或前后发生。 根据建议交易，H股股东将通过分派及介绍上市，就于分派记录日期持有的每股H股获发0.3552608股岚 图H股。此外，H股股东（东风公司直接持有的H股除外）每股H股将以现金方式收取港币6.68元的注销 价。基于估值顾问按估值参考汇率估算截至2025年7月31日每股岚图H股估值范围中位数11.735港元计 算，每股H股于分派及介绍上市项下获发的0.3552608股岚图H股的理论价值约为4.17港元，连同注销价 后，建议交易项下每股H股的理论总额相等于每股H股约10.85港元，较于最后不受干扰交易日（即2025 年7月31日）于联交所收市价每股H股4.74港元溢价约128.90%。 从H股股东的角度来看，建议交易的效果如下：(1)将高端新能源汽车业务自本公司分派，方式为将公司 持有的全部岚图股份分派给现有股东，并将高端新能源汽车业务单独上市（即岚图H股介绍上市）。岚 图为公司专注于高端新能源汽车业务的非全资子公司（截至本联合公告日期，其股权中约79.6691%由 公司持有）；及(2)同时，根据中国公司法，以吸收合并的方式以现金对价 ...

Group 1 - Dongfeng Group reported a revenue of 54.533 billion yuan for the six months ending June 30, 2025, representing a year-on-year increase of 6.62% [1] - The net profit attributable to equity holders of the parent company was 55 million yuan, a decrease of 91.96% year-on-year, with earnings per share at 0.67 cents [1] - The company sold approximately 823,900 vehicles in the first half of the year, a decline of 14.7% year-on-year, while achieving a gross profit of 7.599 billion yuan, an increase of 28.0% year-on-year, with a gross margin of 13.9%, up 2.3 percentage points year-on-year [1] Group 2 - The business structure optimization has shown significant results, with sales of self-owned passenger vehicles reaching 221,000 units, a year-on-year increase of 17.5%, and a gross margin of 13.1%, up 4.1 percentage points year-on-year [1] - The commercial vehicle business has made steady progress, with sales of approximately 187,600 units and a steady increase in gross margin [1] - Sales of new energy vehicles reached 204,400 units, a year-on-year increase of 33.0%, with their share of total sales increasing by 8.9 percentage points, indicating a continued acceleration in transformation [1] Group 3 - Dongfeng Group is actively responding to national strategies and policies, with several products included in the national new energy rural catalog, stimulating consumption potential in lower-tier markets [2] - The company has unified the payment terms for small and medium-sized suppliers to within 60 days to protect the health of the industry chain ecosystem [2] - Significant technological advancements have been reported, including the completion of the world's largest integrated die-casting production line and the establishment of a computing power platform for artificial intelligence [2] Group 4 - The high-end new energy brand, Lantu, has become a benchmark in Dongfeng's new energy transformation strategy, with strong growth momentum expected to continue into 2025 [2] - Lantu's sales have rapidly increased, with the Dreamer model maintaining a leading position in the high-end new energy MPV segment, and the new Lantu FREE+ achieving 4,273 units sold within just 18 days of its launch [2]

Core Viewpoint - Dongfeng Group reported a revenue of 54.533 billion yuan for the six months ending June 30, 2025, representing a year-on-year increase of 6.62%, while net profit attributable to equity holders decreased by 91.96% to 55 million yuan [1] Financial Performance - The company sold approximately 823,900 vehicles in the first half of the year, a year-on-year decline of 14.7%, generating sales revenue of 54.533 billion yuan, which is a 6.6% increase compared to the previous year [1] - Gross profit reached 7.599 billion yuan, reflecting a year-on-year growth of 28.0%, with a gross margin of 13.9%, up 2.3 percentage points year-on-year [1] - The asset-liability ratio stood at 51.6%, indicating a stable asset-liability structure [1] Business Segment Performance - The optimization of the business structure showed significant results, with sales of self-owned passenger vehicles reaching 221,000 units, a year-on-year increase of 17.5%, and a gross margin of 13.1%, up 4.1 percentage points [1] - The commercial vehicle segment saw steady progress, with sales of approximately 187,600 units and a gradual increase in gross margin [1] - Sales of new energy vehicles reached 204,400 units, a year-on-year increase of 33.0%, with their share of total sales rising by 8.9 percentage points [1] Strategic Initiatives - The company is actively responding to national strategies and policies, with several products included in the national new energy rural catalog, stimulating consumption in lower-tier markets and further boosting new energy vehicle sales [2] - Dongfeng is taking a leading role in resisting industry "involution" by unifying payment terms for small and medium-sized suppliers to within 60 days, ensuring the health of the industrial chain ecosystem [2] - Major technological projects are progressing, including the completion of the world's largest integrated die-casting production line and the establishment of a computing power platform for artificial intelligence [2] High-end New Energy Development - The high-end new energy brand, Lantu, has become a benchmark in Dongfeng's new energy transformation strategy, with strong growth momentum expected to continue into 2025 [2] - Lantu's new model, Lantu FREE+, achieved sales of 4,273 units within just 18 days of its launch, ranking among the top three in the 200,000 to 300,000 yuan mid-to-large new energy SUV market [2]

Core Insights - Dongfeng Group reported a total vehicle sales of approximately 823,900 units in the first half of the year, representing a year-on-year decline of 14.7% [1] - The company achieved a sales revenue of 54.533 billion yuan, which is a year-on-year increase of 6.6% [1] - Gross profit reached 7.599 billion yuan, reflecting a year-on-year growth of 28.0% [1] - The gross profit margin improved to 13.9%, an increase of 2.3 percentage points compared to the previous year [1] - The net profit attributable to shareholders of the listed company was 55 million yuan [1]

格隆汇8月22日丨东风集团股份(00489.HK)公告，集团上半年销售汽车约82.39万辆，同比下降14.7%， 实现销售收入545.33亿元，同比增长6.6%；毛利润75.99亿元，同比增长28.0%；毛利率达13.9%，同比 提升2.3个百分点；归属于上市公司股东净利润0.55亿元。资产负债率51.6%，资产负债结构保持稳健。 ...