Market Overview - On November 12, the Tianjin state-owned enterprise reform sector declined by 0.36% compared to the previous trading day, with Baili Electric leading the decline [1] - The Shanghai Composite Index closed at 4000.14, down 0.07%, while the Shenzhen Component Index closed at 13240.62, down 0.36% [1] Stock Performance - Key stocks in the Tianjin state-owned enterprise reform sector showed mixed performance, with T-712 rising by 1.98% to close at 20.56, and Baili Electric falling by 3.54% to close at 7.08 [1][2] - The trading volume and turnover for T-712 were 302,000 shares and 636 million yuan, respectively [1] Capital Flow - The Tianjin state-owned enterprise reform sector experienced a net outflow of 102 million yuan from institutional investors, while retail investors saw a net inflow of 168 million yuan [2] - The capital flow data indicates that while institutional and speculative funds withdrew, retail investors were actively buying into the sector [2][3] Individual Stock Analysis - T-712 had a net inflow of 78.32 million yuan from institutional investors, while Baili Electric saw a significant outflow of 78.51 million yuan [3] - The stock of Tianjin Port closed at 4.89, down 0.41%, with a trading volume of 209,600 shares [2][3]

Core Viewpoint - The company is facing significant scrutiny from the Shanghai Stock Exchange regarding its proposed major asset sale and related party transactions, highlighting concerns over its ongoing operational viability and financial health [1][2]. Group 1: Asset Sale and Business Transition - The company plans to sell its real estate development assets and liabilities, shifting focus to property management and asset operation [1]. - Post-transaction, the company's revenue is projected to drop sharply, with expected revenues of 70.93 million yuan in 2024 and 38.15 million yuan in the first half of 2025, although net assets are anticipated to turn positive [1]. Group 2: Valuation and Impairment Issues - The valuation of the assets being sold shows a significant impairment, with an assessment value of -239 million yuan, reflecting a 106.99% impairment rate, and a substantial reduction in the value of long-term equity investments from 7.475 billion yuan to 3.579 billion yuan [1]. - The exchange has requested detailed disclosures regarding the financial status of the invested companies and the rationale behind the impairment assessments, questioning potential past under-provisioning for impairments [1]. Group 3: Guarantees and Debt Management - The company has provided guarantees amounting to 6.613 billion yuan, raising concerns about the specifics of these guarantees, including which can be released before the transaction and which will become related party guarantees [2]. - There are multiple questions regarding the handling of debts, including 7.287 billion yuan in other receivables, which require creditor consent for transfer, and the potential for new capital occupation issues post-transaction [2].

Core Viewpoint - Shanghai Stock Exchange has issued an inquiry letter to Tianjin Jintou Urban Development Co., Ltd. regarding its major asset sale and related party transactions, focusing on the company's ongoing operational capability, asset impairment evaluation, and handling of guarantees and debts [1][2]. Group 1: Ongoing Operational Capability - The company plans to sell its real estate development-related assets and liabilities, shifting its focus to property management, asset management, and operational services. Post-transaction, both asset and revenue scales are expected to decline significantly, although net assets will turn positive [2]. - The projected financials indicate a revenue of 70.93 million yuan and a net profit of -7.07 million yuan for 2024, with net assets of 95.80 million yuan. For the first half of 2025, revenue is expected to be 38.15 million yuan, with a net profit of 1.58 million yuan and net assets of 98.33 million yuan [2]. Group 2: Asset Impairment Evaluation - The asset evaluation for the disposed assets shows a valuation of -239 million yuan, with an impairment rate of 106.99%. The significant impairment is primarily due to long-term equity investments, which have a book value of 7.475 billion yuan and an assessed value of 3.579 billion yuan, resulting in a 52.12% impairment rate [3]. - Notable impairments include Tianfang (Suzhou) Real Estate Co., Ltd. with a book value of 40 million yuan and an assessed value of -3.698 billion yuan, and Tianjin Huabo Real Estate Development Co., Ltd. with a book value of 1.05 billion yuan and an assessed value of -477 million yuan [3]. Group 3: Guarantees and Debt Handling - As of June 30, 2025, the company has provided external guarantees amounting to 6.613 billion yuan, primarily for its controlling shareholder and subsidiaries. The exchange has requested detailed disclosures regarding guarantees related to the disposed assets [4]. - The company's receivables include 7.287 billion yuan in other receivables and 1.071 billion yuan in accounts receivable. The transfer of liabilities requires creditor consent, and the company must outline the progress of debt transfers and measures for receivable recovery [4].

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].