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“腾笼换鸟”,岚图介绍上市、东风集团股份私有化退市
Sou Hu Cai Jing· 2025-08-23 02:13
Core Viewpoint - Dongfeng Group's subsidiary, Lantu Automotive, will go public in Hong Kong through an introduction listing, while Dongfeng Group will simultaneously complete its privatization and delisting [1]. Group 1: Transaction Structure - The transaction employs a "share distribution + absorption merger" model, with two core phases that are interdependent and proceed simultaneously [2]. - In the first phase, Dongfeng Group will distribute 79.67% of its shares in Lantu Automotive to all shareholders, followed by Lantu's introduction listing on the Hong Kong Stock Exchange [5]. - In the second phase, Dongfeng Automotive will pay equity consideration to its controlling shareholder and cash consideration to minority shareholders, achieving 100% control over Dongfeng Group [5]. Group 2: Valuation and Market Impact - 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 [8]. - The dual option of "cash + equity" offers certainty for minority shareholders, while the listing of Lantu Automotive is expected to enhance value creation [8]. - Lantu Automotive has seen continuous sales growth and has gained a strong reputation, with its revenue and gross margin leading the industry, suggesting that its listing could break the historical undervaluation of Dongfeng Group in the Hong Kong market [8]. - The transaction is anticipated to sharpen the investment value of Lantu Automotive and facilitate a significant increase in its valuation performance [8].