Bauing Decoration(SZ:002047) Mei Ri Jing Ji Xin Wen·2025-11-10 11:24Core Viewpoint - The control transfer of *ST Baoying from state-owned enterprise to private enterprise is a strategic move reflecting the changing dynamics of local state-owned assets management and the need for operational revitalization in the construction decoration industry [1][9]. Group 1: Transaction Structure - The transaction involves a combination of share transfer, voting rights relinquishment, and a directed issuance of shares, ensuring a smooth transition of control [2][3]. - The controlling shareholder, Dahongqin Group, plans to transfer 75.96 million shares (5.01% of total shares) to the newly established company, Shitong Niu, at a minimum price of 4.67 yuan per share, totaling approximately 355 million yuan [2]. - Following the transaction, Shitong Niu will hold approximately 25.74% of *ST Baoying's shares, making it the new controlling shareholder [2]. Group 2: Strategic Implications - The transaction is designed to benefit multiple parties: Dahongqin Group can realize a premium on its investment while retaining a significant stake for future value enhancement; Shitong Niu gains control with a relatively low capital outlay, and *ST Baoying can raise about 800 million yuan through the directed issuance to improve liquidity and reduce debt [3][5]. - The introduction of private capital is expected to activate operational mechanisms within *ST Baoying, providing new management approaches and industry resources to revitalize the company [5][9]. Group 3: Risk Management - The transaction includes a conditional control transfer mechanism, ensuring that both parties maintain a close shareholding ratio, which allows for risk management and value enhancement [4]. - Shitong Niu commits to achieving a net profit of no less than 400 million yuan over three years, with penalties for non-compliance, ensuring alignment of interests between the new controlling shareholder and the company [4][6]. Group 4: Background and Context - The move by Zhuhai State-owned Assets Supervision and Administration Commission to divest from *ST Baoying aligns with broader trends in state-owned enterprise reform, focusing on optimizing asset quality and efficiency [7][8]. - The construction decoration industry, being a traditional sector, does not align with the strategic direction of Zhuhai's state-owned assets, prompting the decision to exit this non-core business [8][9].