香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 對 因 本 公 佈 全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 寶龍商業管理控股有限公司 主 席 本公佈乃由寶龍商業管理控股有限公司（「本公司」）作 出。兹 提 述 本 公 司 日 期 為 2025年3月7日、2025年3月26日、2025年5月13日 及2025年7月14日的公佈（「該等公 佈」），內 容 有 關（其 中 包 括）本公司的直接控股公司寶龍地產（維 京）控股有限公 司 於 維 京 法 庭 被 提 出 的 清 盤 申 請。除 另 有 指 明 者 外，本 公 佈 所 用 詞 彙 與 該 等 公 佈 所 界 定 者 具 有 相 同 涵 義。 清盤申請的聆訊已通過雙方協定的同意令的方式進一步延期至2025年12月15 日（或2026年3月4日 前 的 下 一 個 可 供 聆 訊 日 期）舉 行。本 公 司 將 密 切 監 察 有 關 清 盤 申 請 的 進 展。 本 公 司 證 券 持 有 人 及 本 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年10月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 寶龍商業管理控股有限公司 呈交日期: 2025年11月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 09909 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | 本月底法定/ ...

Core Viewpoint - The recent debt restructuring plan of Baolong Real Estate indicates significant progress in addressing its financial challenges, but it may lead to a change in control of its core asset, Baolong Commercial [1][2]. Debt Restructuring Plan - Baolong Real Estate has proposed a debt restructuring plan that offers creditors six options, including raising approximately $40 million through the pledge or sale of Baolong Commercial shares and transferring up to 32.4% of Baolong Commercial's equity to creditors [1][3]. - If the equity transfer occurs, Baolong Real Estate's stake in Baolong Commercial would decrease from 63% to 30.6%, resulting in Baolong Real Estate no longer being the largest shareholder [1][3]. - The restructuring plan aims to address a debt gap exceeding 20 billion RMB, with total borrowings reported at approximately 56.11 billion RMB and current liabilities at 27.6 billion RMB [3][4]. Financial Performance - Baolong Real Estate's mid-year report indicated a significant loss of 2.65 billion RMB, exacerbated by weak sales performance, with contract sales amounting to only 3.72 billion RMB [5]. - The company faces a liquidity crisis, with its stock price dropping to 0.295 HKD per share and a total market capitalization of only 1.22 billion HKD [5]. Baolong Commercial's Position - Baolong Commercial is considered a high-quality asset within Baolong Real Estate's portfolio, with a stable cash flow and a high occupancy rate of approximately 91.8% [6]. - The company reported revenue of about 1.3 billion RMB in the first half of the year, with external customer revenue accounting for 91.1% of total income [6]. - There is speculation that the Xu family, holding a potential 20% stake, may acquire additional shares, which could maintain control within the family despite the restructuring [2][6]. Market Reactions - Following the announcement of the debt restructuring plan, Baolong Commercial's stock price surged by as much as 15.25%, indicating positive market sentiment towards the restructuring efforts [6][7]. - However, concerns have been raised about the potential dilution of control and management challenges if 32.4% of Baolong Commercial's shares are transferred to multiple creditors [7].

Core Viewpoint - The second restructuring of Baolong Real Estate's offshore debt marks a critical breakthrough in alleviating the company's liquidity crisis, with the controlling Xu family still aiming to maintain control over Baolong Commercial [1][4][8]. Debt Restructuring Progress - Baolong Real Estate signed a restructuring support agreement with a creditor group holding 31% of the planned debt on October 10, indicating progress after the failure of the first restructuring [1]. - The restructuring plan involves Baolong Real Estate transferring up to 32.4% of its shares in Baolong Commercial to creditors as part of a debt-for-equity swap, which would reduce its stake from 63% to below 30.6% [2][7]. - The restructuring includes a "menu-style" solution offering various options such as cash payments, share transfers, and the issuance of convertible bonds [4][5]. Financial Details - The restructuring plan proposes a cash payment of up to $40 million, sourced from the pledge or sale of Baolong Commercial shares [4]. - The share transfer price is set at HKD 15 per share, which is an increase of HKD 3 from the initial restructuring [4]. - Baolong Commercial reported a cash balance of 4.285 billion yuan and a net profit of 183 million yuan in the first half of the year, contrasting with Baolong Real Estate's declining sales and significant debt [6][9]. Strategic Implications - The restructuring reflects a broader trend in the industry where companies are moving from simple asset sales to restructuring quality assets as a means to regain creditor trust [9][10]. - The case highlights the importance of diversified asset structures and proactive communication with creditors in navigating financial crises [9][12]. - The restructuring is seen as a starting point for Baolong Real Estate to enhance operational capabilities and rebuild cash flow post-debt resolution [9][12].

Core Viewpoint - The restructuring of Baolong Real Estate's offshore debt marks a critical breakthrough after the failure of the initial restructuring, with the controlling Xu family striving to maintain control over Baolong Commercial amidst liquidity challenges [1][3]. Debt Restructuring Progress - On October 10, Baolong Real Estate entered into a restructuring support agreement with a creditor group holding 31% of the planned debt, indicating progress in the second round of debt restructuring [1]. - The restructuring plan involves Baolong Real Estate transferring up to 32.4% of its shares in Baolong Commercial to creditors as part of a debt-for-equity swap, which would reduce its stake from 63% to below 30.6% [2][5]. Financial Background - Baolong Real Estate has faced significant debt issues, including a default on $21.29 million in 2022 and a subsequent interest default at the end of 2023, leading to the current restructuring efforts [3]. - The restructuring framework approved by the court in 2024 was rendered ineffective in February 2025 due to a rejected extension request, resulting in a liquidation application for its subsidiary Baolong Viking involving $199 million in unpaid senior notes [3]. Restructuring Plan Details - The restructuring plan includes a "menu-style" solution with various options: cash payments up to $40 million, share transfers, issuance of up to $1.2 billion in mandatory convertible bonds, and new medium and long-term notes totaling up to $500 million [4][6]. - A cash consent fee of 0.15% has been set to encourage creditor support, with a deadline of November 28, 2025 [4]. Performance Comparison - Baolong Commercial, as a key asset, reported cash and bank balances of 4.285 billion yuan and a revenue of 1.3 billion yuan in the first half of the year, with a 52.8% increase in operating cash flow [4]. - In contrast, Baolong Real Estate's contract sales plummeted by 50% to 3.723 billion yuan, with total debt around 56.111 billion yuan and a cash shortfall exceeding 20 billion yuan [4]. Control Dynamics - Despite the share transfer, the Xu family retains control over Baolong Commercial through indirect holdings, ensuring continued influence over the company [5]. Industry Context - The restructuring reflects a broader trend in the real estate sector, where companies are moving from asset liquidation to restructuring quality assets as a means to regain creditor trust [8][9]. - As of August 2025, 20 distressed real estate firms have completed debt restructuring, with a total debt relief exceeding 1.2 trillion yuan, indicating a shift towards debt-for-equity swaps as a common strategy [9]. Future Outlook - The success of Baolong Real Estate's restructuring will depend on its ability to leverage Baolong Commercial's strong performance to restore cash flow and operational viability [8]. - The industry faces a significant debt repayment peak in 2025, with a total of 534.2 billion yuan due, highlighting the ongoing challenges for real estate firms [8].

Core Viewpoint - Baolong Commercial (09909.SH) is undergoing a debt restructuring process initiated by its controlling shareholder, Baolong Real Estate (01238.HK), which includes options for creditors to exchange or pledge shares of Baolong Commercial for debt relief [2][3]. Group 1: Debt Restructuring Details - On October 10, Baolong Real Estate signed a restructuring support agreement for its offshore debt, allowing for the transfer of up to 32.4% of Baolong Commercial's shares to creditors [2]. - The restructuring plan includes various options for creditors, such as cash payments, shares of Baolong Commercial, and convertible bonds, with a cash option offering 12% of the claimed amount [2][3]. - The cash for the restructuring will be sourced from the sale or pledge of Baolong Commercial shares, amounting to $40 million, with proportional distribution if claims exceed this amount [2]. Group 2: Historical Context - Baolong Real Estate has faced challenges in meeting its debt obligations, having defaulted on $21.29 million in notes in 2022 and unable to pay $15.9162 million in interest due in April 2023 [3]. - The company has been in negotiations for nearly a year to finalize its debt restructuring, with a previously set effective date for the plan now extended to no later than September 30, 2026 [2][4]. - As of now, Baolong Real Estate holds approximately 63% of Baolong Commercial's outstanding shares, totaling 405 million shares [4].

Core Viewpoint - Baolong Commercial (09909.HK) is facing a potential change in control due to the debt restructuring of its parent company, Baolong Real Estate, which is in a severe liquidity crisis and may sell or pledge shares to raise funds [1][3][4]. Financial Situation - Baolong Real Estate has a total debt of approximately 561.11 billion, with current liabilities reaching about 275.98 billion, and only 73.27 billion in cash, resulting in a funding gap exceeding 200 billion [4][5]. - The company has accumulated about 228.43 billion in defaulted or cross-defaulted debts, and its previous debt restructuring plan failed in February 2025, leading to creditor actions against its subsidiary [5][6]. Asset Disposal Challenges - Attempts to sell assets, such as the Shanghai Baoshan office building, have failed due to a sluggish commercial real estate market, further constraining Baolong Real Estate's financial flexibility [6]. - The company’s residential sales dropped significantly, with contract sales in the first half of 2025 at only 37.23 billion, halving compared to the previous year, making Baolong Commercial a key asset for liquidity [6]. Potential Outcomes of Restructuring - The restructuring support agreement indicates that Baolong Real Estate may transfer up to 32.4% of its shares in Baolong Commercial, potentially losing its status as the largest shareholder [7]. - There are two main paths for raising funds: selling or pledging shares to raise 40 million, or transferring a portion of shares to creditors [8][9]. Market Dynamics - The commercial real estate sector is undergoing significant restructuring, with a shift from asset sales to the reconfiguration of quality assets, as companies face debt pressures [11]. - The disparity between leading firms and smaller players is widening, with top companies like China Resources experiencing revenue growth while Baolong Commercial faces declines [11][12]. Stock Market Reaction - Following the announcement of potential share disposals, Baolong Commercial's stock price surged by 16.59%, indicating market optimism about the restructuring's potential to create a turning point for the company [13][15].

Core Viewpoint - The stock of Baolong Commercial (09909.HK) has experienced a significant increase of over 16%, reaching a price of 2.6 HKD with a trading volume of 7.013 million HKD as of the report date [1] Group 1 - Baolong Commercial's stock price rose by 16.59% [1] - The current trading price is 2.6 HKD [1] - The trading volume recorded is 701.3 million HKD [1]

Core Viewpoint - Baolong Commercial (09909) saw a significant increase of over 16%, currently trading at 2.6 HKD with a transaction volume of 7.013 million HKD, following the announcement of a debt restructuring support agreement by its controlling shareholder, Baolong Real Estate [1] Group 1 - Baolong Commercial announced that its controlling shareholder, Baolong Real Estate, has entered into a restructuring support agreement regarding its offshore debt on October 10 [1] - The restructuring will involve a combination of methods chosen by creditors, including the sale or pledge of company shares to pay a total cash amount of 40 million USD, and the transfer of company shares equivalent to no more than 32.4% of the company's issued shares to the planned creditors [1] - As of the announcement date, Baolong Real Estate, through its wholly-owned subsidiary, holds 405 million shares in Baolong Commercial, accounting for approximately 63% of the company's issued shares [1] Group 2 - The company expects that the restructuring by Baolong Real Estate will not adversely affect the operations of Baolong Commercial and its subsidiaries [1]

Core Viewpoint - 宝龙商业's stock price increased by over 16% following the announcement of a debt restructuring plan by its controlling shareholder, 宝龙地产 [1] Group 1: Stock Performance - 宝龙商业's stock rose by 16.59%, reaching HKD 2.6, with a trading volume of HKD 7.013 million [1] Group 2: Debt Restructuring Announcement - 宝龙地产 informed 宝龙商业 that it has entered into a restructuring support agreement regarding its offshore debt on October 10 [1] - The restructuring will involve a combination of methods chosen by creditors, including the sale or pledge of company shares to provide a total cash amount of USD 40 million [1] - 宝龙地产 may transfer shares equivalent to up to 32.4% of the company's outstanding shares to the planned creditors [1] Group 3: Shareholding Structure - As of the announcement date, 宝龙地产, through its wholly-owned subsidiary, holds 405 million shares, representing approximately 63% of the company's outstanding shares [1] - The company expects that 宝龙地产's restructuring will not adversely affect its operations or those of its subsidiaries [1]