今日晚间，宝鹰股份公告，大横琴集团计划以1.60元/股的价格，向除大横琴集团及其关联方外的所有股东发出部分要约收购，收购股份数量约2.12亿股，占宝鹰股份已发行股份总数的13.95%。①The controlling shareholder, Dahengqin Group, plans to further increase the shareholding of Shenzhen Bauing Construction Holding Group through a tender offer; ②The semi-annual performance forecast shows that the company is expected to have a loss of 0.2 billion-0.24 billion yuan in the first half of the year.
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On July 30th, Cailian News reported (Reporter Liu Mengran) that ZhuHai State-owned Assets Supervision and Administration Commission's controlled enterprise ZhuHai Dahengqin Group Co., Ltd. (referred to as "Dahengqin Group") plans to further increase its shareholding in Shenzhen Bauing Construction Holding Group (002047.SZ) through a tender offer. Recently, the stock price of Shenzhen Bauing Construction Holding Group dropped to as low as 1.32 yuan/share, with a potential risk of “face value delisting”.
Tonight, Shenzhen Bauing Construction Holding Group announced that Dahengqin Group plans to issue a partial tender offer to all shareholders, excluding Dahengqin Group and its affiliates, at a price of 1.60 yuan/share, to acquire approximately 0.212 billion shares of Shenzhen Bauing Construction Holding Group, accounting for 13.95% of Shenzhen Bauing Construction Holding Group's total issued shares.
The main business scope of Shenzhen Bauing Construction Holding Group covers decoration and construction general contracting, etc. In early 2023, Dahengqin Group, a subsidiary of Zhu Hai State-owned Assets Supervision and Administration Commission, obtained 19.46% of the shares and 35.05% of the voting rights of Shenzhen Bauing Construction Holding Group through an agreement transfer, becoming the controlling shareholder of the listed company. On June 21st of this year, Dahengqin Group disclosed a plan to increase its shareholding by no more than 2% in the next 6 months.
However, as of June 28th, the listed company disclosed that the asset account managed by Dahengqin Group (Hong Kong) Co., Ltd. "Dahengqin Group (Hong Kong) Co., Ltd.-1-R" has cumulatively increased its holdings of the company's shares by 19.1356 million shares, accounting for 1.26% of the company's total share capital, and Dahengqin Group's shareholding in voting rights has increased to 36.31%.
On July 10th, Shenzhen Bauing Construction Holding Group released another announcement stating that Dahengqin Group decided to increase its shareholding in the company through a partial tender offer, in order to further increase its shareholding in Shenzhen Bauing Construction Holding Group and boost investor confidence.
The latest announcement shows that the purpose of this tender offer is to increase Dahengqin Group's shareholding in Shenzhen Bauing Construction Holding Group, boost investor confidence and stabilize the stock price. After the tender offer is completed, Dahengqin Group will have a maximum of 51% of the voting rights of Shenzhen Bauing Construction Holding Group. The tender offer period is from August 1, 2024 to August 30, 2024.
Dahengqin Group is a directly-held state-owned enterprise established by Zhu Hai State-owned Assets Supervision and Administration Commission in April 2009. Its main business includes urban development and operation, real estate comprehensive development and operation and related service industries, physical industry investment and operation management, culture, sports, tourism, health and other industrial investments, construction and operation.
In terms of business relevance, Dahengqin Group has a certain degree of synergy with Shenzhen Bauing Construction Holding Group. However, as an old-fashioned building decoration enterprise, Shenzhen Bauing Construction Holding Group is affected by the downturn in the real estate industry. The latest semi-annual performance forecast shows that the company is expected to have a loss of 0.2 billion-0.24 billion yuan in the first half of the year. The company claims that the loss is mainly due to a decrease in operating income and the provision of impairment provision and other comprehensive factors.
In terms of management, the company also disclosed on the same day that the newly signed order volume of decoration and construction business in the second quarter of 2024 was 0.31 billion yuan. Among them, the comprehensive contract project design, procurement, and construction of tourism infrastructure and intelligent assembly housing on the Mornington Peninsula in Victoria State, Australia, with a contract amount of 1.3 billion yuan, had a completion progress of 0.42% as of the end of this reporting period, and the cumulative confirmed income was 5.4984 million yuan, with a cumulative receipt of 4.5859 million yuan. Due to the complex and changeable international political and economic situation, there is no progress in the project for the time being.
In addition, Shenzhen Bauing Construction Holding Group has recently been involved in lawsuits and arbitrations frequently. According to the company's latest disclosure on July 24th, except for the previously disclosed litigation and arbitration matters (excluding the major litigation matters raised in this case), the litigation and arbitration matters that the company and its controlling subsidiaries have accumulated for 12 consecutive months totaled 17 cases, all of which were related to lawsuits and arbitration cases involving the company and its controlling subsidiaries as defendants, and the total amount involved was RMB 12.2144 million yuan, accounting for 13.46% of the company's latest audited net assets.
