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 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 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].

登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：000031 证券简称：大悦城 公告编号：2025-043 大悦城控股集团股份有限公司 关于控股子公司大悦城地产有限公司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的公 告 协议安排生效后，假设大悦城地产的已发行股本并无变动，大悦城地产的4,729,765,214股计划股份将被 注销。作为对价，原持有计划股份的大悦城地产股东有权就注销的每股计划股份自大悦城地产收取0.62 港元现金，合计金额约为2,932,454,433港元。协议安排生效后，大悦城地产将向香港联合交易所有限公 司（简称"香港联交所"或"联交所"）申请撤销上市地位。 2、2025年7月31日，公司召开第十一届董事会第二十次会议，审议通过《关于控股子公司大悦城地产有 限公司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的议案》，关联董事已回避表决。 3、本事项无需提交股东大会审议，不构成《上市公司重大资产重组管理办法》规定的重大资产重组。 计划安排尚需满足或豁免（如适用）若干条件后方可生效，包括大悦城地产特别股东大会、根据百慕大 最高法院指令召开的法院会议、百慕大最高法 ...

Group 1 - Doyou City Real Estate (0207.HK) plans to privatize and delist by repurchasing shares at a price of HKD 0.62 per share, totaling approximately HKD 29.32 billion [2][3][4] - The repurchase will be conducted through an agreement with all shareholders except Doyou City and De Mao, leading to a significant increase in Doyou City's ownership from 64.18% to 96.13% post-transaction [4][5] - The transaction aims to enhance the company's equity in Doyou City Real Estate, potentially improving the net profit attributable to the parent company [4][8] Group 2 - Doyou City Real Estate focuses on developing and managing urban complexes under the Doyou brand, with a presence in major cities across five key urban clusters in China [7] - The company has faced market fluctuations and liquidity pressures due to cyclical industry developments, prompting this strategic move to optimize governance and organizational structure [8] - As of July 31, Doyou City's stock price was HKD 3.02, with a market capitalization of HKD 12.9 billion [10]

Core Viewpoint - Daxiyucheng Real Estate (0207.HK) plans to privatize and delist by repurchasing shares at a total cost of approximately HKD 29.32 billion, offering HKD 0.62 per share to shareholders excluding the company and DeMao Limited [2][5]. Group 1: Privatization and Share Repurchase - Daxiyucheng Real Estate intends to repurchase shares through an agreement, with a total repurchase amount of about HKD 29.32 billion [2][5]. - The share price offered for the repurchase is HKD 0.62 per share, which is higher than the last closing price of HKD 0.37 before suspension [5][11]. - Following the completion of the transaction, Daxiyucheng's ownership in Daxiyucheng Real Estate will increase from 64.18% to 96.13% [5][6]. Group 2: Business Operations and Market Position - Daxiyucheng Real Estate focuses on developing, operating, and managing urban complexes under the Daxiyucheng brand, with a presence in 24 cities including major ones like Beijing, Shanghai, and Guangzhou [9]. - The company has diversified its operations into four main business segments: investment properties, property development, hotel operations, and management services [9]. - Daxiyucheng Real Estate's projects are strategically located in prime areas of first- and second-tier cities, enhancing their market competitiveness [9]. Group 3: Financial Performance and Strategic Goals - For the first half of 2025, Daxiyucheng expects a net profit attributable to shareholders of between HKD 80 million and HKD 120 million, indicating a turnaround from previous losses [11]. - The company has faced significant financial challenges, with a notable decline in net profit since 2020, leading to a strategic focus on optimizing governance and organizational structure [11][10]. - The privatization move is seen as a strategic response to market conditions, aimed at improving management efficiency and resource allocation across different business segments [10][8].

Core Viewpoint - The company, as a real estate platform under COFCO Group, is focusing on high-quality development and has proposed not to distribute profits for the year 2024 due to negative distributable profits, while emphasizing its commitment to sustainable growth and operational stability [2][66][70]. Company Overview - The company operates primarily in real estate development, management, and sales, covering residential, commercial, and industrial properties across 38 cities in China [3][4]. - The company aims to enhance its brand influence by focusing on the new generation's housing needs and continuously upgrading its residential products [3][4]. Financial Performance - The company reported a negative distributable profit of approximately -2.86 billion yuan for the consolidated financial statements for 2024, leading to the decision not to distribute cash dividends or issue new shares [68][70]. - The company’s net profit for the year was approximately 149.79 million yuan, with a beginning retained earnings of about 5.1 billion yuan [68]. Strategic Initiatives - The company has established a "1123" strategic framework to optimize its organizational structure and enhance corporate culture, aiming for high-quality and sustainable development [8]. - The company has successfully opened new commercial projects in Xiamen, Sanya, and Haidian, and launched a commercial REIT in Chengdu, expanding its operational footprint [8]. Profit Distribution Plan - The proposed profit distribution plan for 2024 includes no cash dividends, no stock dividends, and no capital reserve transfers due to the negative distributable profit [66][68]. - The company’s profit distribution policy requires positive distributable profits and compliance with specific conditions outlined in its articles of association [72]. Financial Assistance - The company plans to provide financial assistance to joint ventures and subsidiaries in 2025, ensuring that such assistance does not affect its normal business operations [75][78]. - The financial assistance will be proportionate to the equity stakes of the shareholders involved in the projects [78].