债券简称：22 大悦 01 债券代码：148102.SZ 中信证券股份有限公司关于 大悦城控股集团股份有限公司重大资产抵质押的 临时受托管理事务报告 签署日期：2025 年 11 月 股票简称：大悦城 股票代码：000031.SZ 债券简称：25 大悦 04 债券代码：134377.SZ 债券简称：25 大悦 03 债券代码：134376.SZ 债券简称：23 大悦 01 债券代码：148174.SZ 债券简称：22 大悦 02 债券代码：148141.SZ 发行人 深圳市宝安区新安街道 3 区龙井二路 3 号中粮地产集团中心第 1 层 101 室 受托管理人 广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座 声明 本报告依据《公司债券发行与交易管理办法》《深圳证券交易所公司债券 上市规则》《大悦城控股集团股份有限公司 2022 年面向专业投资者公开发行公 司债券受托管理协议》《大悦城控股集团股份有限公司 2022 年面向专业投资者 公开发行公司债券债券持有人会议规则》《大悦城控股集团股份有限公司 2025 年面向专业投资者非公开发行公司债券（第二次）受托管理协议》《大悦城控 股集团股份有限公司 2 ...

Group 1 - The core point of the article is that COFCO Group's subsidiary, Joy City Property, has received shareholder approval for its privatization plan, marking the end of its 12-year listing on the Hong Kong Stock Exchange, reflecting significant changes in the capital market and the real estate industry during a period of cyclical adjustment [2][4] - Joy City Property's development trajectory is closely linked to the golden period of China's commercial real estate, having been established in 1992 and listed in 2013, during which it became a benchmark enterprise in the sector with strong rental income growth [2][3] - The "A-share red-chip" structure, initiated in 2019, aimed to leverage both A-share and Hong Kong markets for efficient resource allocation, but failed to deliver expected financing synergies, leading to increased operational complexity and costs [3][4] Group 2 - The decision to privatize was driven by significant operational pressures, with cumulative losses exceeding 7 billion yuan from 2022 to 2024, and negative cash flow for two consecutive years, making the Hong Kong listing a financial burden [4][8] - The privatization is seen as a strategic move to streamline decision-making and enhance operational efficiency, allowing the company to focus on its core business areas [4][5] - The capital market responded positively to the privatization news, with a 45.95% increase in stock price following the announcement, indicating investor optimism regarding asset integration and strategic development [8][9] Group 3 - The trend of privatization among real estate companies is increasing, with 23 listed firms exiting the capital market in the past three years, reflecting a shift from high-leverage growth models to a focus on quality development [8][9] - Analysts suggest that while the industry is undergoing a transformation, it does not signify a decline but rather a rationalization and structural optimization, with strong companies likely to gain competitive advantages [9][10] - For companies like Joy City, with a strong state-owned background and quality asset reserves, privatization may open new growth opportunities during the industry's high-quality development phase [10]

然而，理想与现实之间存在显著差距，中粮集团希望借此打通境内外融资通道的初衷未能如愿奏效。一方面，港股市场对内地商业地产企业的估值偏低，大 悦城地产股价长期徘徊在净资产下方，估值优势难以体现，再融资能力受到严重制约。另一方面，A股市场的大悦城控股同样面临经营压力，受房地产行业 整体下行、销售端承压以及资产减值等因素影响，公司连年陷入亏损境地，未能形成有效的盈利支撑。双重市场压力下，"A控红筹"架构不仅未能发挥预期 的融资协同效应，反而增加了企业治理的复杂性与运营成本。 登录新浪财经APP 搜索【信披】查看更多考评等级 转自：新华财经 新华财经上海11月18日电（谈瑞）11月17日，中粮集团旗下大悦城地产（00207.HK）宣布私有化决议案获计划股东通过，其在香港联交所的上市地位预计 将于11月27日正式撤销，标志着这家央企商业地产巨头12年的上市历程即将画上句号。在房地产行业周期性调整的背景下，这一举措不仅是企业应对经营压 力的现实选择，更是行业转型期房企战略重构的典型样本，折射出资本市场与房地产行业生态的深刻变化。 回溯其资本市场进程，作为中粮集团旗下核心的商业地产平台，大悦城地产的发展轨迹与中国商业地产的黄 ...

Core Viewpoint - The privatization decision of Joy City Property, a subsidiary of COFCO Group, has been approved, marking the end of its 12-year listing on the Hong Kong Stock Exchange, with the delisting scheduled for November 27, 2023 [1][3]. Group 1: Privatization Details - The privatization process has been approved after four months of progress, with a total buyback amount of approximately HKD 29.32 billion, at a price of HKD 0.62 per share for non-affiliated shareholders [3][5]. - Post-privatization, Joy City Holdings' ownership will increase to 96.13%, while the stake of its subsidiary, De Mao, will decrease to 3.87%, leading to effective full control of the platform [3][4]. - Joy City Property, established in 1992 and listed in 2013, has developed a nationwide presence with 32 commercial projects across major urban clusters in China [4]. Group 2: Motivations for Privatization - The privatization is a strategic response to the cyclical downturn in the real estate market, which has pressured liquidity and market performance [5][6]. - Joy City Holdings aims to simplify governance and improve operational efficiency by consolidating control over its real estate platform, reducing regulatory compliance costs [5][6]. - Financially, Joy City Holdings has faced significant losses over the past three years, totaling over 7 billion yuan, making this privatization a crucial step towards improving profitability [5][6]. Group 3: Industry Context - The trend of privatization among real estate companies has been growing, with several firms opting to delist from the Hong Kong Stock Exchange due to market pressures and operational challenges [7]. - Key factors driving this trend include insufficient stock liquidity, narrowed financing channels, and the need for companies to adapt to a challenging market environment [7]. - The real estate sector is undergoing significant adjustments, and the trend of privatization is expected to continue over the next 2-3 years as companies seek to optimize operations and respond to market changes [7].

Core Viewpoint - Dalian Wanda Commercial Properties has received shareholder approval for privatization, with plans to delist from the Hong Kong Stock Exchange effective November 27, 2023 [1][4]. Group 1: Privatization and Delisting - The court meeting held on November 17 saw 30 representatives voting in favor of the delisting, holding a total of 2.67 billion shares, while 4 representatives opposed it with 16.78 million shares [2]. - Dalian Wanda Commercial Properties has a total of 14.23 billion shares issued, with 4.73 billion shares eligible for voting at the court meeting [1]. Group 2: Company Overview and Financial Performance - Dalian Wanda Commercial Properties, a subsidiary of COFCO Group, focuses on the development, operation, sales, leasing, and management of mixed-use and commercial properties, including shopping centers, hotels, and office buildings [4]. - As of mid-2025, the company has established a presence in 24 cities in mainland China and Hong Kong, managing 32 commercial projects [4]. - In 2024, the company reported revenue of 19.83 billion yuan, a year-on-year increase of 49.42%, but recorded a net loss of 290 million yuan, marking its first loss in years [4]. Group 3: Strategic Rationale for Privatization - The company aims to enhance its equity position and improve overall operational efficiency through the privatization process, which is expected to optimize resource allocation across different business segments [4]. - The decision to delist is attributed to market performance fluctuations and liquidity pressures resulting from cyclical industry developments [4].

Core Viewpoint - Dalian Wanda's real estate subsidiary is set to go private, marking the end of its 12-year listing on the Hong Kong Stock Exchange, as part of a strategic optimization during a period of deep adjustment in the real estate industry [1][2][3] Company Summary - Dalian Wanda's real estate platform, under COFCO Group, has established a presence in five major city clusters across China, managing 32 commercial projects and luxury hotels [2] - The privatization plan involves a total buyback cost of approximately HKD 29.32 billion, with the company’s listing status expected to be officially revoked on November 27 [2][3] - Following the privatization, COFCO Group's ownership in Dalian Wanda will increase from 64.18% to 96.13%, achieving absolute control over the subsidiary [3] Industry Summary - The privatization of Dalian Wanda is seen as a response to market pressures, strategic needs, and changes in the industry environment, highlighting the limitations of the "A-share controlled red-chip" structure during industry adjustments [4] - The company has faced significant losses over the past three years, with total losses exceeding 7 billion yuan, but is projected to return to profitability by mid-2025 [4][5] - The trend of privatization among state-owned real estate companies is expected to continue, with 29 listed real estate firms already confirmed to delist between April 2023 and October 2025, indicating a shift from being a "capital springboard" to a "cost burden" [5][6]

智通财经APP获悉，大悦城地产(00207)现涨超3%，截至发稿，涨3.33%，报0.62港元，成交额5791.54万 港元。 消息面上，大悦城地产宣布，上市地位预期将于11月27日下午四时正起撤销。据悉，7月31日，大悦城 宣布，公司控股子公司大悦城地产拟向除公司和得茂以外的其他股东提出私有化建议，以协议安排方式 回购股份，每股对价0.62港元，总金额约29.32亿港元。 ...

Group 1 - The core point of the article is that Doyou City (大悦城) real estate has announced a privatization proposal, with its listing status expected to be revoked on November 27 at 4 PM [1] - Doyou City real estate's stock has increased by over 3%, currently up 3.33% at HKD 0.62, with a trading volume of HKD 57.9154 million [1] - The privatization proposal involves a buyback of shares at a price of HKD 0.62 per share, totaling approximately HKD 29.32 billion [1]

Core Viewpoint - Dalian Wanda Commercial Properties Co., Ltd. has received approval for its privatization plan, with the delisting from the Hong Kong Stock Exchange expected to take effect on November 27 [2][3]. Group 1: Privatization Details - The total number of shares issued by Dalian Wanda is 14,231,124,858, with 4,729,765,214 shares eligible for voting at the court meeting [3]. - A total of 30 representatives voted in favor of the privatization plan, representing 2,690,937,836 shares, while 4 representatives voted against it, representing 16,783,082 shares [3]. - The privatization proposal involves a cash payment of HKD 0.62 per share for the shares being canceled, totaling approximately HKD 2.932 billion [4]. Group 2: Shareholding Structure - Prior to the transaction, Dalian Wanda Group held 9,133,667,644 shares, accounting for approximately 64.18% of the total issued shares [4]. - After the privatization, Dalian Wanda Group's shareholding will increase to 96.13%, while the remaining shareholder, De Mao, will hold 3.87% [5]. Group 3: Financial Performance - For the first half of 2025, Dalian Wanda reported total revenue of RMB 8.124 billion, a decrease of 5.8% year-on-year [6]. - The net profit was RMB 105 million, down 26.6% year-on-year; however, the core net profit, excluding certain losses, was approximately RMB 244 million, an increase of 25.1% year-on-year [6].

11月18日，大悦城盘中下跌2.05%，截至09:39，报3.34元/股，成交1357.47万元，换手率0.09%，总市值 143.16亿元。 资金流向方面，主力资金净流出134.05万元，特大单买入109.91万元，占比8.10%，卖出0.00元，占比 0.00%；大单买入30.17万元，占比2.22%，卖出274.13万元，占比20.19%。 责任编辑：小浪快报 大悦城所属申万行业为：房地产-房地产开发-商业地产。所属概念板块包括：首发经济、中粮集团、新 型城镇化、低价、证金汇金等。 截至9月30日，大悦城股东户数8.97万，较上期减少7.16%；人均流通股47810股，较上期增加15.33%。 2025年1月-9月，大悦城实现营业收入206.48亿元，同比增长0.83%；归母净利润-5.33亿元，同比增长 9.17%。 分红方面，大悦城A股上市后累计派现20.54亿元。近三年，累计派现0.00元。 机构持仓方面，截止2025年9月30日，大悦城十大流通股东中，香港中央结算有限公司位居第五大流通 股东，持股5319.14万股，相比上期增加2859.41万股。工银价值精选混合A（019085）位居第六大流通 ...