Core Viewpoint - Zhuhai Zhimian Group's stock price has experienced fluctuations, with a current decline of 2.14% and a year-to-date drop of 4.45%, indicating potential volatility in the market [1][2]. Financial Performance - For the period from January to September 2025, Zhuhai Zhimian Group reported a revenue of 2.496 billion yuan, reflecting a year-on-year growth of 2.40%. However, the net profit attributable to shareholders was -565 million yuan, showing a significant increase in losses of 38.67% compared to the previous year [2]. - The company has not distributed any dividends in the last three years, with a total payout of 1.206 billion yuan since its A-share listing [3]. Stock Market Activity - The stock has seen a trading volume of 1.57 billion yuan with a turnover rate of 1.20%, and the total market capitalization stands at 12.95 billion yuan [1]. - Over the last 20 days, the stock price has increased by 8.02%, while it has risen by 19.48% over the last 60 days [2]. - The company has appeared on the "Dragon and Tiger List" twice this year, with the most recent instance on October 22, where it recorded a net purchase of 167.03 million yuan [2]. Shareholder Structure - As of September 30, 2025, the number of shareholders decreased by 3.19% to 58,100, with an average of 32,426 circulating shares per person, which is an increase of 3.29% [2]. - The top ten circulating shareholders include various ETFs, with notable changes in holdings among them, such as a decrease of 142,300 shares for the Southern CSI Real Estate ETF [3].

| 证券简称：珠免集团 公告编号：2025-068 | | --- | | 证券代码：600185 | 债券代码：250772 债券简称：23格地01 珠海珠免集团股份有限公司 关于召开2025年第三季度业绩说明会的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 会 议 问 题 征 集 ： 投 资 者 可 于 2025 年 11 月 28 日 前 访 问 网 址 https://eseb.cn/1tnSaJr2QQo 或使用微信扫描下方小程序码进行会前提问，公司 将通过本次业绩说明会，在信息披露允许范围内就投资者普遍关注的问题进 行回答。 一、说明会类型 珠海珠免集团股份有限公司（以下简称"公司"）已于 2025 年 10 月 30 日 披露公司《2025 年第三季度报告》，为便于广大投资者更加全面深入地了解公 司经营业绩、财务状况，公司定于 2025 年 11 月 28 日（星期五）15:00-16:00 在 "价值在线"（www.ir-online.cn）举办 2025 年第三季度业绩说明会。 本次投 ...

Core Viewpoint - Zhuhai Duty Free Group (珠免集团) is undergoing a significant asset sale and related party transaction, selling 100% equity of Zhuhai Gree Real Estate Co., Ltd. for 551,753.65 million yuan, aiming to focus on its core duty-free business and enhance operational quality and profitability [1][2][4]. Company Announcement Summary - The board of directors approved the major asset sale and related party transaction, which requires shareholder approval [1][2]. - The transaction is expected to optimize the company's asset structure and improve profitability, with a focus on the duty-free business [4][5]. - The independent directors confirmed the fairness of the transaction pricing and compliance with legal procedures [2][5]. Transaction Details - The transaction price for the sale of Gree Real Estate is set at 551,753.65 million yuan, constituting a major asset restructuring and related party transaction [1][4]. - The evaluation of the asset was based on the asset-based method, with a valuation date of July 31, 2025, and a determined value of 551,753.65 million yuan [2][6]. - The company has no other major asset transactions in the past 12 months aside from this significant asset exchange [5][7]. Financial Impact - Post-transaction, the company's net profit for 2024 is projected to improve significantly from a loss of 15.15 billion yuan to a loss of 0.92 billion yuan, with a turnaround to profitability in the first seven months of 2025 [5][7]. - The transaction is structured as a cash transfer and does not involve the issuance of shares, ensuring no dilution of immediate returns [5][6]. Compliance and Regulatory Aspects - The transaction is subject to approval from state-owned assets departments and the shareholders' meeting [5][6]. - The company has confirmed that there are no violations or illegal activities related to the real estate projects involved in the transaction [3][6]. - The independent financial advisor, Guotai Junan Securities, has verified that the transaction complies with relevant regulations and does not constitute a restructuring listing [6][7].

Core Viewpoint - The company, Zhuhai Jumin Group, is selling its loss-making real estate business for 5.518 billion yuan, marking a significant step in its commitment to exit the real estate sector by the end of 2024 [1][5]. Group 1: Transaction Details - The company plans to sell 100% equity of its subsidiary, Zhuhai Gree Real Estate Co., Ltd., to the related party, Zhuhai Toujie Holdings Co., Ltd., for a cash price of 5.518 billion yuan, constituting a major asset restructuring [1]. - The transaction will be paid in installments, with the first payment of 30% (approximately 1.655 billion yuan) due within five working days after the agreement takes effect [2]. - The remaining payments will be made over the next one to two years, raising questions about the financial capability of the buyer, Toujie Holdings [3]. Group 2: Regulatory Concerns - The Shanghai Stock Exchange has raised concerns regarding the legal risks associated with the asset delivery despite only 30% of the transaction price being paid upfront [3]. - The exchange also questioned the rationale behind the two-year payment period and the buyer's financial stability, including their ability to fulfill payment obligations [4]. - Additional scrutiny was placed on the valuation of the real estate assets, which showed a low impairment rate of 1.81%, raising doubts about its fairness during a downturn in the real estate market [4]. Group 3: Financial Impact - If the transaction is completed successfully, the company's net profit is projected to turn from a loss of 491.46 million yuan to a profit of 49.78 million yuan, representing a 110.13% increase [5]. - Key financial metrics indicate a significant reduction in operating revenue by 27.88% post-transaction, while operating profit is expected to increase by 825.94% [6]. - The company's recent quarterly report showed a 42.9% decline in operating revenue year-on-year, with a slight reduction in net losses, highlighting the ongoing financial pressure from its real estate operations [6].

11月21日，珠免集团（维权）盘中下跌2.14%，截至10:08，报6.85元/股，成交1.01亿元，换手率 0.78%，总市值129.12亿元。 资金流向方面，主力资金净流出1374.77万元，特大单买入179.87万元，占比1.78%，卖出1230.30万元， 占比12.15%；大单买入2337.68万元，占比23.09%，卖出2662.02万元，占比26.29%。 珠免集团今年以来股价跌4.73%，近5个交易日跌7.18%，近20日涨4.74%，近60日涨18.72%。 今年以来珠免集团已经2次登上龙虎榜，最近一次登上龙虎榜为10月22日，当日龙虎榜净买入1670.27万 元；买入总计5000.81万元 ，占总成交额比37.78%；卖出总计3330.54万元 ，占总成交额比25.16%。 资料显示，珠海珠免集团股份有限公司位于广东省珠海市石花西路213号，成立日期1999年6月9日，上 市日期1999年6月11日，公司主营业务涉及房地产开发经营、物业管理、建筑材料的销售等;免税品销售 业务。主营业务收入构成为：免税65.02%，房产板块25.99%，大消费11.28%，其他0.33%。 截至9月30日， ...

Core Viewpoint - Zhuhai Zhumian Group Co., Ltd. is undergoing a significant asset sale and related party transaction, involving the sale of 100% equity in its subsidiary, Zhuhai Gree Real Estate Co., Ltd., to related party Toujie Holdings for a cash price of 551,753.65 million yuan, which constitutes a major asset restructuring [1][2]. Group 1: Transaction Arrangement - The transaction involves Toujie Holdings, established on September 16, 2025, with a registered capital of 10 million yuan, making a phased cash payment, with the first payment being 30% of the transaction price, amounting to 165,526.10 million yuan, to be paid within five working days after the agreement takes effect [2]. - The agreement stipulates that the company will be deemed to have fulfilled its obligation to deliver the asset regardless of whether the asset has completed the necessary registration or filing procedures [2]. - The remaining payments will be made within one and two years after the agreement takes effect, raising questions about the legal risks associated with the delivery of assets before full payment [2]. Group 2: Guarantee Matters - The company and its subsidiaries will provide guarantees for the asset until six months after the asset delivery date, with Toujie Holdings providing counter-guarantees to the listed company [3]. - The company is required to disclose the current status of guarantees related to the asset, including amounts, creditors, and repayment arrangements [3]. - There is a need to assess whether the repayment of debts relies on the guarantees and the adequacy of the counter-guarantees provided by Toujie Holdings [3]. Group 3: Other Matters - The asset valuation method used is the asset-based approach, with a valuation result of 551,753.65 million yuan and a depreciation rate of 1.81%, including specific depreciation amounts for inventory and long-term equity investments [4]. - There are 103 properties owned by the asset, of which 83 are mortgaged, and five properties have not yet obtained ownership certificates as of July 31, 2025 [4]. - The company must address how these mortgage and ownership issues may affect the transaction payment arrangements [4]. Group 4: Approval Requirements - The asset sale and related party transaction require formal approval from the relevant state-owned assets department, approval from the company's shareholders, and other necessary legal approvals before implementation [5].

Group 1 - The company is actively monitoring the offshore duty-free policy and planning relevant layouts [2]

| 证券代码：600185 | 股票简称：珠免集团 | | 公告编号：临 2025-067 | | --- | --- | --- | --- | | 债券代码：250772 | 债券简称：23 | 格地 01 | | 珠海珠免集团股份有限公司 关于收到上海证券交易所《关于对珠海珠免集团股份 有限公司重大资产出售暨关联交易草案的问询函》的 公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 珠海珠免集团股份有限公司（以下简称"公司"）于 2025 年 11 月 17 日召 开第八届董事会第四十一次会议，审议通过了《珠海珠免集团股份有限公司重大 资产出售暨关联交易报告书（草案）》及其摘要等相关议案，并于 2025 年 11 月 18 日在指定信息披露媒体发布了相关公告。 2025 年 11 月 20 日，公司收到上海证券交易所（以下简称"上交所"）《关 于对珠海珠免集团股份有限公司重大资产出售暨关联交易草案的问询函》（上证 公函【2025】3915 号，以下简称"问询函"）。根据相关规定，现将《问询函》 内容公告如下： ...

Core Viewpoint - Zhuhai Free Trade Group (珠免集团) is accelerating its divestment from real estate by selling 100% of Zhuhai Gree Real Estate Co., Ltd. for 5.518 billion yuan, marking a significant step in its transition to focus on duty-free and consumer-oriented businesses [1][2][3] Group 1: Company Transition - The company, formerly known as Gree Real Estate, has shifted its core business from real estate to duty-free operations following an asset swap in November 2024 [1][2] - The divestment of real estate is part of a broader strategy to eliminate losses from a declining real estate market, which has been a financial burden on the company [2][3] - The sale of Gree Real Estate is occurring faster than anticipated, with the company previously indicating a five-year timeline for complete divestment from real estate [1][2] Group 2: Financial Performance - Gree Real Estate reported a significant net loss of 2.3 billion yuan in 2024, with revenues dropping to 580 million yuan in the first nine months of 2025 [2][3] - The real estate segment's poor performance has negatively impacted the overall financial results of Zhuhai Free Trade Group, leading to a net loss of 2.74 billion yuan in the first half of 2025 [3] - Post-sale projections indicate that while total revenue will decline from 5.277 billion yuan to 2.922 billion yuan, the net loss will significantly decrease from over 1.5 billion yuan to 924 million yuan, highlighting the financial benefits of divesting the real estate business [4][5] Group 3: Duty-Free Business Development - The duty-free segment has shown promising growth, contributing 11.31 billion yuan in revenue and 3.91 billion yuan in net profit in the first half of 2025, accounting for over 65% of total revenue [7][8] - The company is optimizing its duty-free operations by enhancing product offerings and expanding into cross-border e-commerce, while also adapting to new policies in the duty-free sector [8] - Despite the growth potential in the duty-free market, challenges remain due to the overall decline in the domestic duty-free industry, as evidenced by the performance of leading competitors [9][10] Group 4: Market Challenges and Strategic Outlook - The transition to the duty-free sector is seen as a response to national policy needs and local market demands, particularly in the Hengqin area [12] - The duty-free industry is characterized by high resource and policy dependence, with significant barriers to entry, making it crucial for the company to leverage its real estate experience in this new sector [12] - The recovery of inbound and outbound travel post-pandemic remains slow, which could impact the growth of the duty-free business [11][12]

Core Viewpoint - Zhuhai Duty-Free Group Co., Ltd. (600185.SH) plans to sell 100% equity of Gree Real Estate to Toujie Holdings for approximately 5.518 billion yuan, marking a significant asset restructuring and related party transaction [1][4]. Group 1: Transaction Details - The transaction price will be paid in cash by Toujie Holdings, a state-owned enterprise under Zhuhai Investment Holdings, which focuses on corporate headquarters management, investment activities, and asset management services [1][3]. - The transaction is part of a broader strategy to accelerate the company's exit from real estate operations and focus on duty-free and consumer-related businesses [2][4]. Group 2: Financial Impact - Following the transaction, the net profit attributable to the parent company for 2024 is projected to improve from a loss of 1.515 billion yuan to a loss of 92.4 million yuan, a change of 93.90% [4][5]. - The company's operating revenue is expected to decrease from 5.277 billion yuan to 2.922 billion yuan, a decline of 44.62% for 2024 [5]. - Basic and diluted earnings per share are anticipated to improve significantly from -0.99 yuan to -0.28 yuan, reflecting a 71.72% increase [5]. Group 3: Strategic Goals - The company aims to enhance its focus on duty-free business, expand cross-border e-commerce, and improve compliance and governance structures [6]. - The restructuring is expected to strengthen the company's competitive advantages and enhance its sustainable development capabilities [2][4]. - The company plans to optimize its financial structure and restore cash dividend capabilities, aiming for long-term stable growth in shareholder returns [4][6]. Group 4: Market Position - As of November 18, the company's stock price was 7.47 yuan, with a market capitalization of 14.1 billion yuan [8]. - In the first half of 2025, the revenue composition showed that duty-free goods accounted for 61.4%, real estate for 24.43%, and other businesses for 12.4% [7].