关于收到上海证券交易所《关于对天津津投城市开发股份 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法律责任。 天津津投城市开发股份有限公司（以下简称"公司"）于 2025 年 11 月 11 日收到上海证券交易所《关于对天津津投城市开发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】3884 号）（以下简称"问询函"）。 具体内容如下： "天津津投城市开发股份有限公司： 证券代码：600322 证券简称：津投城开 公告编号：2025—100 天津津投城市开发股份有限公司 3.关于担保情况。草案披露，截至 2025 年 6 月 30 日，公司对外担保金额 66.13 亿元，主要为控股股东以及公司子公司进行担保。对于前述担保，公司正在与债 权人沟通解除担保事宜，对于预期无法在交割日前解除的担保，预计形成的关联 担保将在交割日前完成上市公司的内部审议及公告等程序，交易对方将予以配合 和协助。请公司：（1）列示目前公司为置出标的提供担保的具体情况，包括但不 限于担保总额 ...

Core Viewpoint - The company received an inquiry letter from the Shanghai Stock Exchange regarding a major asset sale and related party transaction draft, requiring further explanations on various operational and financial aspects [1] Group 1 - The inquiry letter requests clarification on the company's ongoing operational capability [1] - The company is required to provide details on the valuation of the assets involved in the transaction [1] - The inquiry also seeks information regarding the guarantees, as well as the company's debt and creditor situation [1]

Company Overview - Tianjin Jintou City Development Co., Ltd. is located at 80 Changde Road, Heping District, Tianjin, established on February 25, 1993, and listed on September 10, 2001. The company's main business involves state-authorized asset investment, holding, and real estate sales. The revenue composition is as follows: real estate development and operation 92.48%, other 5.57%, and leasing 1.95% [1][2]. Financial Performance - For the period from January to September 2025, Tianjin Jintou City Development reported operating revenue of 841 million yuan, a year-on-year decrease of 17.72%. The net profit attributable to the parent company was -789 million yuan, reflecting a significant year-on-year decline of 266.88% [2]. - Since its A-share listing, the company has distributed a total of 564 million yuan in dividends, with no dividends paid in the last three years [3]. Stock Performance - On November 11, the stock price of Tianjin Jintou City Development increased by 2.33%, reaching 2.64 yuan per share, with a trading volume of 32.09 million yuan and a turnover rate of 1.11%. The total market capitalization is 2.919 billion yuan [1]. - Year-to-date, the stock price has decreased by 2.94%, with a 1.15% increase over the last five trading days and a 1.93% increase over the last 20 days. However, it has dropped by 12.00% over the last 60 days [1]. - The company has appeared on the "Dragon and Tiger List" five times this year, with the most recent appearance on October 10, where it recorded a net purchase of 19.93 million yuan [1]. Shareholder Information - As of September 30, the number of shareholders for Tianjin Jintou City Development was 64,300, an increase of 5.53% from the previous period. The average circulating shares per person decreased by 5.24% to 17,199 shares [2]. Industry Classification - Tianjin Jintou City Development is classified under the Shenwan industry as follows: Real Estate - Real Estate Development - Residential Development. The company is associated with several concept sectors, including Tianjin State-owned Assets, Low Price, Green Building, State-owned Assets Reform, and Micro-plate Stocks [2].

Core Viewpoint - The company, Tianjin Jintou Urban Development Co., Ltd., is currently involved in multiple lawsuits, with a total of 25 cases reported, some of which have been resolved while others are still ongoing, potentially impacting the company's financial situation and future profits [5][22]. Group 1: Lawsuit Overview - The company is involved in 25 lawsuits, with various stages of resolution including execution and settlement, completed execution, and final judgments [2][6]. - The company and its subsidiaries are named as defendants in multiple cases, indicating a significant legal exposure [3][27]. Group 2: Financial Implications - The total amount involved in the lawsuits is substantial, with specific amounts detailed for each case, including a notable case with an amount of 30,478,762.52 yuan [4][29]. - Resolved cases have been accounted for according to accounting standards, indicating that they will not affect the company's current or future profits [5][28]. Group 3: Ongoing Legal Proceedings - Several cases are still in the process of negotiation or litigation, which introduces uncertainty regarding their potential impact on the company's financials [6][28]. - The company is actively seeking resolutions for ongoing cases, which may influence its financial outlook depending on the outcomes [22][29].

证券代码：600322 证券简称：津投城开 公告编号：2025—098 天津津投城市开发股份有限公司 诉讼（仲裁）事项公告 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： ●涉案的金额：除前期已披露的诉讼外，截至本公告披露日，天津津投城市 开发股份有限公司（以下简称"津投城开"或"公司"）及下属子公司新增诉讼 （仲裁）12 起，涉案金额合计人民币 25,324,283.34 元（未包含延迟支付的利息、 违约金、诉讼费用等）。 ●案件所处的诉讼阶段：案件一为一审阶段；案件二为一审阶段；案件三为 一审阶段；案件四为一审阶段；案件五为一审调解结案；案件六为一审调解结案； 案件七为一审阶段；案件八为一审阶段；案件九为一审阶段；案件十为一审阶段； 案件十一为一审阶段；案件十二为一审阶段。 ●上市公司所处的当事人地位：案件一中全资子公司天津市津玺城开企业管 理有限责任公司为涉诉原告、津投城开为涉诉第三人；案件二中全资子公司天津 市天房海滨建设发展有限公司为涉诉被告；案件三中全资子公司天津市华博房地 产开发有限公司为涉诉被告 ...

●涉案的金额：案件一涉案金额 733,053.00 元；案件二涉案金额 629,589.00 元；案件三涉案金额 3,426,497.00 元；案件四涉案金额 9,531.00 元；案件五涉案 金额 100,000.00 元；案件六涉案金额 41,000.00 元；案件七涉案金额 3,000.00 元； 案件八涉案金额 50,000.00 元；案件九涉案金额 5,000.00 元；案件十涉案金额 35,000.00 元；案件十一涉案金额 70,000.00 元；案件十二涉案金额 113,000.00 元； 案件十三涉案金额 60,000.00 元；案件十四涉案金额 100,000.00 元；案件十五涉 案金额 7,082,770.60 元；案件十六涉案金额 82,796.50 元；案件十七涉案金额 10,000.00 元；案件十八涉案金额 30,478,762.52 元；案件十九涉案金额 377,106.43 元；案件二十涉案金额 1,180,643.21 元；案件二十一涉案金额 62,462.12 元；案 件二十二涉案金额 70,943.00 元；案件二十三涉案金额 161,002.00 元；案件二十 四涉 ...

Core Viewpoint - The strategic transformation of Jintou Chengkai (600322) focuses on shedding heavy assets and concentrating on light asset operations to navigate the deep adjustments in the real estate industry and achieve sustainable development [1][2]. Group 1: Strategic Transformation - Jintou Chengkai has initiated a strategic shift by transferring all real estate development-related assets and liabilities to Tianjin Urban Operation Development Co., Ltd. for a nominal price of 1 yuan, marking a significant move towards a "light asset" model [1][2]. - This decision is seen as a critical foundation for the company to escape financial difficulties and avoid delisting risks, showcasing the responsibility and strategic wisdom of the Tianjin state-owned asset system [1][2]. Group 2: Financial Restructuring - The company's asset-liability ratio stood at 100.36% as of June 2025, with a net asset of -500 million yuan and a net loss exceeding 540 million yuan in the first half of 2025, highlighting the financial strain from its real estate operations [2][3]. - Post-transaction, the asset-liability ratio is expected to drop to 46.28%, a decrease of 54.08 percentage points, and the net assets and earnings per share will turn positive, reversing the ongoing loss situation [3]. Group 3: Business Model Reconfiguration - The strategic shift not only aims for financial recovery but also fundamentally restructures the business model by focusing on property management and other light asset businesses, which offer stable cash flow and lower operational risks [4]. - The company plans to enhance its existing property management services while actively seeking acquisition opportunities for quality light asset targets to drive growth and improve profitability [4]. Group 4: Investment Perspective - The restructuring is anticipated to reshape the valuation logic and open up growth potential for Jintou Chengkai, with improved financial conditions and a mature business model leading to better dividend potential and valuation recovery [5]. - The transformation is viewed as a critical turning point for the company, enabling it to move from a burdensome operational model to a more agile and efficient one, with strong backing from state-owned assets [5].

Core Viewpoint - The company is undergoing a significant asset disposal and restructuring plan to improve its financial health by divesting its real estate development business, which has been a core bottleneck due to high capital occupation and debt levels [1][2] Group 1: Asset Disposal and Restructuring - The company plans to transfer its real estate development-related assets and liabilities to Tianjin Urban Operation Development Co., Ltd. for a nominal price of 1 yuan, while retaining its property management business, which is more stable and generates consistent cash flow [1] - This restructuring is seen as the optimal solution to address the company's current development challenges and enhance core value while protecting shareholder interests [1] Group 2: Financial Impact - As of June 2025, the company's net assets are projected to be around -500 million yuan, with a net loss exceeding 540 million yuan in the first half of 2025 [1] - Post-asset disposal, the company anticipates turning its net assets and earnings per share from negative to positive, with the asset-liability ratio dropping to 46.28%, thereby mitigating the risk of delisting and improving its operational fundamentals [2]

Core Viewpoint - The company is undergoing a strategic transformation by divesting its heavy assets and focusing on light asset operations, which is crucial for building sustainable competitiveness in the context of the real estate industry's deep adjustment and state-owned asset optimization [1][2]. Group 1: Asset Restructuring - The company has disclosed a major asset sale and related transaction report, indicating a significant step in its transformation strategy [1]. - The divestiture involves transferring real estate development-related assets and liabilities to Tianjin Urban Operation Development Co., Ltd. for a nominal price of 1 yuan, which is a key measure to alleviate the company's financial burdens [1][2]. - Following the asset divestiture, the company's net assets and earnings per share are expected to turn positive, while the debt-to-asset ratio will decrease from 100.36% to 46.28%, a reduction of 54.08 percentage points [2]. Group 2: Financial Improvement - The restructuring is anticipated to fundamentally improve the company's financial performance, helping to avoid potential delisting risks due to ongoing losses [2]. - The remaining property management and other businesses will form a stable foundation for sustainable development post-restructuring, allowing for future acquisitions of quality assets to create a second main business line and new growth trajectory [2]. Group 3: Strategic Advantages - The restructuring benefits from the certainty provided by the state-owned background, which reduces negotiation costs and performance risks [2]. - The light asset operation model is expected to enjoy a more robust valuation premium, with stable cash flow supporting future dividend potential and valuation recovery [2]. - The state-owned background will continue to provide advantages in financing cost control and business expansion, ensuring stable operations for the company [2][3]. Group 4: Governance and Operational Efficiency - Post-restructuring, the company plans to enhance its governance structure, optimize decision-making processes, and strengthen internal controls to improve operational efficiency and profitability [3].

Core Viewpoint - The article discusses the trend of real estate companies divesting their development businesses, highlighting Tianjin Jintou Urban Development Co., Ltd.'s decision to transfer its real estate development assets and liabilities to Tianjin Urban Operation Development Co., Ltd. for a nominal price of 1 yuan, reflecting broader industry challenges and shifts in strategy [2][3][10]. Group 1: Company Actions - Tianjin Jintou Urban Development plans to divest its real estate development business while retaining property management and related services, indicating a strategic shift towards lighter asset operations [2][4]. - The company initially intended to restructure its assets through swaps and cash payments but later revised its plan to focus solely on the sale of its real estate development assets [3][4]. - The assessed value of the divested assets is approximately -239 million yuan, with the transaction price set at 1 yuan, indicating significant financial pressure [3][4]. Group 2: Industry Trends - Since 2020, a total of 12 companies have announced their exit from real estate development, reflecting a significant trend in the industry as firms seek to mitigate performance pressures [5][10]. - The divestment trend is driven by three main factors: market adjustments leading to performance pressures, the need to reduce debt and optimize financial structures, and a re-evaluation of capital market valuations [10]. - Notable companies such as China Communications Construction Company and Gree Real Estate have also engaged in similar divestments, with their stock prices rising significantly post-announcement [10].