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 债券简称：22 大悦 01 债券代码：148102.SZ 债券简称：20 大悦 01 债券代码：149189.SZ 中信证券股份有限公司关于 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 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 签署日期：2025 年 8 月 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 2020 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 2020 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 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 ...

Core Viewpoint - Dalian Wanda's real estate subsidiary, Dalian Wanda Commercial Properties, plans to privatize and delist from the Hong Kong Stock Exchange, offering shareholders a buyback price of HKD 0.62 per share, totaling approximately HKD 29.32 billion, which represents a significant premium over recent trading prices [1][5][6]. Group 1: Privatization Details - Dalian Wanda Commercial Properties, established in 1992 and listed in 2013, is set to end its 12-year presence in the Hong Kong market by submitting a proposal to delist by 2025 [2]. - The buyback will increase Dalian Wanda Holdings' stake in Dalian Wanda Commercial Properties from 64.18% to 96.13%, while the remaining shareholders will hold 3.87% [2][4]. - The company operates primarily in developing and managing urban complexes under the Dalian Wanda brand, with a portfolio that includes 32 projects across major Chinese cities and luxury hotels [3][4]. Group 2: Financial Implications - The transaction is expected to enhance Dalian Wanda Holdings' equity in Dalian Wanda Commercial Properties, potentially improving net profit and operational efficiency [3]. - Dalian Wanda Holdings reported a revenue of approximately CNY 35.79 billion for 2024, a decrease of 2.7% from 2023, with a net loss of CNY 2.98 billion, while Dalian Wanda Commercial Properties had a revenue of CNY 19.83 billion and a net profit of CNY 779 million [4]. Group 3: Market Context and Strategy - The privatization reflects a trend of consolidation within COFCO Group's real estate operations, aiming to streamline governance and improve decision-making efficiency [4][7]. - The long-term strategy post-privatization will focus on enhancing asset quality and cash flow management, shifting away from short-term profit pressures [6][7]. - Dalian Wanda Commercial Properties aims to strengthen its competitive position in the commercial real estate sector by optimizing asset management and operational efficiency [8].

在港股摸爬滚打12年的商业地产巨头大悦城或将挥别资本市场。近日，大悦城地产有限公司（以下简称"大悦城地产"）及其控股股东大悦城控股集团股份有 限公司（以下简称"大悦城控股"）发布公告，大悦城地产拟以协议安排的方式回购股份并于香港联交所申请撤销上市地位。本次交易大悦城地产每股对价 0.62港元，总金额约29.32亿港元。协议安排生效后，计划股份将被注销，大悦城地产将申请撤销在香港联交所的上市地位。这意味着大悦城地产拟私有化退 市。对大悦城控股而言，这一私有化退市举措或将成为其扭转当前局面的关键一环。然而，即便完成私有化退市，后续仍要应对销售去化、资产减值以及债 务管理等难题，大悦城控股能否实现持续的扭亏为盈，还需要时间来给出答案。 启动私有化 成立于1992年，于2013年上市，到2025年提交建议撤销上市地位，大悦城地产或将终结12年港股历程。近日，大悦城控股发布公告，宣布其控股子公司大悦 城地产将通过协议安排的方式回购股份，并计划在香港联交所撤销上市地位。交易对方为除大悦城和得茂以外的大悦城地产其他所有股东，每股计划股份换 取0.62港元现金，总计约29.32亿港元。协议安排生效后，计划股份将被注销，大悦城 ...

Core Viewpoint - Dalian Wanda Commercial Properties is planning to privatize by repurchasing shares and delisting from the Hong Kong Stock Exchange, aiming to consolidate its operations under the parent company, Dalian Wanda Holdings, to enhance operational efficiency and strategic flexibility [1][11]. Group 1: Share Buyback and Privatization - The company announced a share buyback involving 4.73 billion shares at a maximum cost of approximately HKD 29.32 billion, which will be fully canceled post-transaction [1][6]. - The buyback price of HKD 0.62 per share represents a 67.57% premium over the last trading price of HKD 0.37 before the announcement [6]. - The buyback will result in Dalian Wanda Holdings increasing its ownership from 64.18% to 96.13%, significantly enhancing its equity stake [15]. Group 2: Financial Performance and Market Conditions - Dalian Wanda Commercial Properties has faced liquidity pressures, with negative cash flow for two consecutive years, amounting to -4.4 billion RMB by the end of 2024 [9]. - The company's stock price has been trading below its net asset value, with a net asset value of 16.2 billion RMB and a per-share net asset value of HKD 2.63 [9]. - The company reported a revenue increase of nearly 50% in 2024, reaching 19.83 billion RMB, with a significant contribution from property sales [19][18]. Group 3: Strategic Considerations - The privatization is seen as a strategic move to eliminate internal governance barriers caused by operating under different public platforms, which has hindered decision-making efficiency [13]. - The integration of Dalian Wanda Commercial Properties into the parent company is expected to streamline operations and enhance collaboration across business units [18][11]. - The company aims to leverage its commercial assets, which generated sales of 40.13 billion RMB in the previous year, to improve overall financial performance post-privatization [18][20].

Core Viewpoint - Dalian Wanda Group announced a share buyback plan for its subsidiary Dalian Wanda Commercial Properties, intending to delist from the Hong Kong Stock Exchange, with a total cash payout of approximately HKD 29.32 billion [1]. Group 1: Company Overview - Dalian Wanda Commercial Properties was established in 1992 and listed on the Hong Kong Stock Exchange in 2013, focusing on the development, operation, and management of urban complexes under the Wanda brand [3]. - The company operates four main business segments: investment properties, property development, hotel operations, and management services [3]. Group 2: Financial Performance - For the year 2024, Dalian Wanda reported revenues of approximately CNY 35.79 billion, a decrease of 2.70% from 2023; the net loss attributable to shareholders was about CNY 2.98 billion, a decrease of 103.14% from 2023; net cash flow from operating activities was approximately CNY 6.62 billion, down 37.82%; total assets were around CNY 178.58 billion, a decline of 9.84%; and net assets attributable to shareholders were about CNY 10.60 billion, down 23.46% [4]. - However, in the first half of 2025, the company expects to achieve a net profit attributable to shareholders of between CNY 80 million and CNY 120 million, indicating a turnaround from previous losses [5]. Group 3: Strategic Moves - The share buyback and delisting plan is described as a strategic response to changing market conditions, aimed at enhancing the company's equity in Dalian Wanda Commercial Properties and improving overall operational efficiency and market competitiveness [5].

【#中粮系地产业务大整合#】停牌近两周后，大悦城地产（00207.HK）于8月1日正式复牌，截至收盘 股价报0.54港元，单日涨幅45.95%，目前公司总市值76.85亿港元。 方案一公布，便引发投资者的极大关注，而争论的焦点大多聚焦于：公司为何选择私有化、回购价格合 理程度、方案能否通过等方面。 实际上，对大悦城地产私有化的认知，离不开中粮集团地产业务整合的大背景。大型央企中粮集团的主 要地产平台，是A股上市的大悦城（000031.SZ），而大悦城持有大悦城地产64.18%股权，形成"A控红 筹"的独特架构。 在业内看来，股票流动性低、融资功能受限、当前架构增加了公司治理复杂性等原因，是大悦城地产拟 私有化的主要原因。同时，对A股平台大悦城来说，此举将增厚对大悦城地产的权益，有利于提升公司 的利润表现。 停牌背后的原因一如市场所料：大悦城地产拟私有化退市。这家早在2013年便登陆港交所、以"大悦 城"商业品牌深入人心的公司，拟通过协议安排的方式回购股份，最高现金代价29.32亿港元，并撤销上 市地位。 ...

Core Viewpoint - Dalian City Real Estate Co., Ltd. plans to privatize and delist from the Hong Kong Stock Exchange, offering a buyback price of HKD 0.62 per share, totaling approximately HKD 29.32 billion [1][4]. Group 1: Privatization and Delisting - The board of Dalian City Real Estate intends to propose privatization to all shareholders except for its controlling shareholder, Dalian City Holdings [3]. - The buyback price of HKD 0.62 represents a premium of 67.57% over the last trading price of HKD 0.37 and significantly higher premiums over the average prices of the last 10 and 30 trading days [4]. - The privatization is seen as a strategic move to address liquidity issues and optimize the company's governance and organizational structure [3][4]. Group 2: Financial Performance - For the fiscal year 2024, Dalian City Real Estate reported revenue of HKD 19.831 billion, total assets of HKD 106.771 billion, total liabilities of HKD 73.578 billion, and a net asset value of HKD 16.242 billion [6]. - The overall gross margin decreased to approximately 28.4% from 42.5% the previous year, primarily due to a higher proportion of sales-type revenue [6]. - The company reported a profit of approximately HKD 783 million, a decline of 44.8% year-on-year, with a loss attributable to shareholders of approximately HKD 294 million [6]. Group 3: Market Context and Challenges - Dalian City Real Estate's stock has been trading at a discount to its net asset value for several years, limiting its ability to raise capital through equity financing [7]. - The company faces ongoing challenges in sales devaluation, asset impairment, and debt management, which are critical for the controlling shareholder's turnaround strategy [9][10]. - The privatization is expected to enhance the controlling shareholder's equity and improve net profit margins post-transaction [8].

Investment Rating - The industry investment rating is "Positive" [3] Core Viewpoints - The proposed privatization of Dayuecheng Real Estate is expected to lead to a significant revaluation of quality commercial properties, enhancing the ownership concentration of Dayuecheng in premium shopping centers [3][4] - The privatization transaction is valued at a price-to-book (PB) ratio of only 0.27 times, which is considered low, and is anticipated to increase Dayuecheng's net assets by approximately 25% [3][4] - The transaction is seen as a recognition of the value of quality commercial assets by industrial capital, potentially leading to a revaluation of premium consumer-related assets in the market [3][4] Summary by Sections Privatization Details - Dayuecheng's shareholding in Dayuecheng Real Estate will increase from 64% to 96.1% post-privatization, significantly enhancing its stake in quality commercial properties [3] - The total share capital of Dayuecheng Real Estate is 15.33 billion shares, with Dayuecheng holding 9.13 billion shares (64.2%) and market shareholders holding 4.73 billion shares (33.2%) [3] Financial Projections - Dayuecheng Real Estate's rental and related service income for 2024 is projected to be 4.18 billion RMB, primarily from shopping centers, with an average occupancy rate of 95% [3] - The privatization is expected to increase Dayuecheng's net assets by 2.62 billion RMB, representing 24.7% of the projected net assets for 2024 [3] Market Implications - The privatization is likely to attract attention to the valuation of quality commercial real estate assets in China, with potential implications for companies like China Resources Land, Longfor Group, and New Town Holdings [3] - The report maintains a "Positive" rating for the real estate and property management sectors, recommending companies with strong product capabilities and those with undervalued recovery potential [3][4]

【#大悦城地产拟私有化退市#】7月31日晚，大悦城控股发布公告称，公司控股子公司大悦城地产有限 公司（以下简称"大悦城地产"）拟向除公司和得茂有限公司（以下简称"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。 协议安排生效后，计划股份将被注销，大悦城地产将申请撤销在香港联交所的上市地位。这意味着大悦 城地产拟私有化退市。 着大悦城地产拟私有化退市。 大悦城控股表示，交易完成后，公司将增厚对大悦城地产的权益，有利于提升公司归母净利润。本次交 易存在不确定性，需满足或豁免若干条件后方可生效。 大悦城控股表示，交易完成后，公司将增厚对 大悦城地产的权益，有利于提升公司归母净利润。 本次交易存在不确定性,需满足或豁免若干条件后 方可生效。 据悉，大悦城地产以开发、经营和管理大悦城为品牌的城市综合体为主要业务方向，同时开发、销售、 投资管理其他物业项目，拥有投资物业、物业开发、酒店运营、管理输出及其他服务四大业务板块。截 至2024年末，大悦城地产已经布局京津冀、长三角、粤港澳大湾区、成渝、长江中游等五大城市群的核 心城市及周边辐射区域，进驻中国内地北京 ...

Core Viewpoint - The company is executing a strategic move to repurchase shares and delist from the Hong Kong Stock Exchange, aiming to enhance its operational efficiency and market competitiveness amid challenging market conditions [1][4]. Group 1: Share Repurchase and Delisting - The company plans to repurchase shares from all shareholders except for Dayuecheng and Dema, offering HKD 0.62 per share, totaling approximately HKD 29.32 billion [1]. - Following the agreement, the shareholding structure will change significantly, with Dayuecheng Holdings increasing its stake from 64.18% to 96.13% [1]. Group 2: Business Operations and Financial Performance - Dayuecheng Real Estate has established a presence in key urban clusters across China, managing 32 commercial projects and high-quality investment properties in major cities [2]. - The company has faced financial challenges, reporting a net loss of approximately CNY 29.77 billion in 2024, a decrease of 103.14% compared to 2023, with total assets declining by 9.84% [2]. - In the first half of 2025, the company is projected to achieve a net profit of CNY 8 million to CNY 12 million, indicating a turnaround from previous losses [3]. Group 3: Strategic Rationale - The company views the share repurchase and delisting as a strategic response to market changes, aimed at enhancing its equity in Dayuecheng Real Estate and improving overall operational efficiency [3].