南京栖霞建设股份有限公司 2025 年第一次临时股东大会 会议资料 二○二五年九月 联 系 人： 徐向峰 陈析微 1 一、会议召集人：公司董事会 二、会议召开时间：2025 年 9 月 17 日 14：30 三、现场会议地点：南京市仙林大道 99 号星叶广场 四、会议审议事项 1、关于取消监事会并修订《公司章程》及其附件的议案 五、现场会议议程 （1）主持人致欢迎辞，并介绍会议有关事项； （2）宣读会议议案； （3）宣读会议表决办法，投票表决； （4）在计票的同时回答股东的提问； （5）宣布议案现场表决结果。 六、会议联系方式 联系地址：南京市仙林大道 99 号星叶广场公司证券投资部 联系电话：025-85600533 邮箱：invest@chixia.com 2025 年第一次临时股东大会会议资料 2025 年第一次临时股东大会会议资料 南京栖霞建设股份有限公司 2025 年第一次临时股东大会 议程及相关事项 按照新《公司法》、《上市公司章程指引》等法律法规及规范性文件的规定， 公司拟取消监事会，监事会的相关职权由董事会审计委员会行使，《监事会议事 规则》相应废止。 二、《公司章程》修订内容 基于上述情况， ...

| 证券代码：600533 | | | 证券简称：栖霞建设 | 编号：临 2025-028 | | --- | --- | --- | --- | --- | | 债券简称：22 | 栖建 | 01 | 债券代码：185951 | | | 债券简称：23 | 栖建 | 01 | 债券代码：240284 | | | 债券简称：24 | 栖建 | 02 | 债券代码：240546 | | 南京栖霞建设股份有限公司 召开时间：2025 年 9 月 17 日（星期三）15:00-16:00 召开方式：微信小程序网络互动 三、公司出席说明会的人员 公司董事长兼总裁江劲松先生、独立董事张秀莲女士、副总裁兼董事会秘 书王海刚先生、总会计师何政武先生（如有特殊情况，参会人员将可能进行调整）。 关于召开 2025 年半年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个别及连带责任。 重要内容提示： 一、说明会类型 公司已于 2025 年 8 月 30 日在《中国证券报》、《上海证券报》、《证券 时报》 及上海证券交易所网站（www.s ...

Group 1 - The core viewpoint of the article highlights that Qixia Construction (600533) has reported significant growth in both revenue and net profit for the first half of 2025, with total revenue reaching 3.844 billion yuan, a year-on-year increase of 297.81%, and a net profit of 66.184 million yuan, up 146.34% [1] - In the second quarter, the company achieved a total revenue of 3.485 billion yuan, reflecting a substantial year-on-year increase of 672.43%, and a net profit of 63.165 million yuan, which is a 154.08% increase compared to the same period last year [1] - The financial indicators show a gross margin of 17.78%, a decrease of 4.23% year-on-year, while the net profit margin improved significantly to 2.16%, an increase of 115.17% [1] Group 2 - The company has a historical median Return on Invested Capital (ROIC) of 2.99% over the past decade, indicating weak investment returns, with the worst year being 2024, where ROIC was -5.69% [2] - The company's cash assets are reported to be very healthy, but there are concerns regarding cash flow, with a cash flow to current liabilities ratio of only 24.53% and a three-year average of operating cash flow to current liabilities at -12.02% [2] - The company has a high debt ratio, with interest-bearing liabilities reaching 54.97%, and the average net cash flow from operating activities over the past three years has been negative [2]

Group 1 - The company will hold its first extraordinary general meeting of 2025 on September 17, 2025, at 14:30 in Nanjing [2][5][36] - Voting will be conducted through a combination of on-site and online methods, utilizing the Shanghai Stock Exchange's network voting system [3][4][6] - Shareholders must register to attend the meeting, with registration available from September 16, 2025 [11][13] Group 2 - The company has approved a proposal to authorize the chairman to sign loan contracts not exceeding 500 million RMB to improve capital operation efficiency [20][21] - The company will also participate in land bidding based on market conditions, with management authorized to determine bidding strategies [22][23] - The company plans to cancel the supervisory board and amend its articles of association accordingly, with the supervisory board's functions transferred to the audit committee [32][33] Group 3 - The company has decided to recognize an asset impairment provision of 205.83 million RMB, reflecting the financial status as of June 30, 2025 [42][44] - Specific impairments include 125.89 million RMB for the Nanjing Yanshangyuefu project and 79.94 million RMB for the Wuxi Tianyueyayuan project [43][25] - The board and supervisory committee have reviewed and approved the asset impairment provision, ensuring compliance with accounting standards [45][46][48] Group 4 - The company’s subsidiary, Nanjing Xingyan Real Estate Development Co., Ltd., will receive a capital increase of approximately 60.25 million RMB from Nanjing Xunyan Construction Co., Ltd., with the company waiving its preemptive rights [51][60] - After the capital increase, the subsidiary's registered capital will rise to approximately 560.25 million RMB, maintaining the company's controlling interest [51][60] - The capital increase is expected to enhance cash flow and support the development of the Yanshangyuefu project, aligning with the company's strategic focus on real estate [60]

Core Viewpoint - The company has decided to cancel its supervisory board and amend its articles of association in accordance with the new Company Law and relevant regulations [3][4][5]. Group 1: Company Overview - The company is named Nanjing Qixia Construction Co., Ltd. and its stock code is 600533 [3]. - The company has confirmed that the content of the report is true, accurate, and complete, with no false records or misleading statements [1]. Group 2: Financial Data - The report includes major financial data, but specific figures are not provided in the excerpts [2]. Group 3: Important Matters - The supervisory board's powers will be transferred to the audit committee of the board of directors, and the relevant rules for the supervisory board will be abolished [4]. - The company plans to revise its articles of association to reflect the cancellation of the supervisory board and to update various sections, including changing "shareholders' meeting" to "shareholders' assembly" and removing references to "supervisors" [5]. Group 4: Other Matters - The company will also revise the rules for shareholders' meetings and board meetings in line with the new regulations [6]. - The decision to cancel the supervisory board and amend the articles of association will be submitted for approval at the company's first extraordinary general meeting in 2025 [7].

Group 1 - The company Xixia Construction (SH 600533) announced on August 30 that its ninth board meeting took place on August 28, 2025, in Nanjing, where it reviewed a proposal to authorize the chairman to sign a loan contract not exceeding 5 billion RMB [1] - For the year 2024, the revenue composition of Xixia Construction is as follows: 40.98% from real estate development and operation, 31.9% from construction services, 13.52% from disposal of investment properties, 11.03% from property management, and 2.4% from other sources [1]

Company Summary - Qixia Construction announced a provision for asset impairment of approximately 206 million yuan, which will reduce the company's total profit in the consolidated financial statements by the same amount [1] - For the year 2024, the revenue composition of Qixia Construction is as follows: real estate development and operation accounts for 40.98%, construction service revenue for 31.9%, disposal of investment properties for 13.52%, property management for 11.03%, and others for 2.4% [1] Industry Context - The domestic market is witnessing the launch of the first A-level car exhibition in the second half of the year, with nearly 120 brands and 1,600 vehicles participating, indicating a competitive landscape in the automotive sector [1] - The emergence of new energy vehicles is expected to reshape the market dynamics, referred to as the "third pole" in the industry [1]

Group 1 - The core viewpoint of the article highlights the significant growth in the financial performance of Qixia Construction, with a reported revenue increase of 297.89% year-on-year for the first half of 2025, amounting to approximately 3.843 billion yuan [1] - The net profit attributable to shareholders of the listed company is reported to be around 66.18 million yuan, with a basic earnings per share of 0.063 yuan [1] Group 2 - The article mentions the upcoming launch of the first A-class car exhibition in Southwest China, featuring nearly 120 brands and 1,600 vehicles, indicating a competitive landscape in the domestic automotive market [1] - The event is expected to reshape the market dynamics for new energy vehicles, referred to as the "third pole" in the industry [1]

Core Viewpoint - Qixia Construction (600533) announced that it will hold its first extraordinary general meeting of shareholders on September 17, 2025, to review the proposal to cancel the supervisory board and amend the company's articles of association and its attachments [1] Group 1 - The extraordinary general meeting is scheduled for September 17, 2025 [1] - The agenda includes the proposal to cancel the supervisory board [1] - The company plans to amend its articles of association and related attachments [1]

Group 1 - The company reported a revenue of 3.84 billion yuan, representing a year-on-year increase of 297.89% [1] - The net profit attributable to shareholders of the listed company was 66.18 million yuan, marking a turnaround from a loss compared to the previous year [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 61.57 million yuan, also indicating a turnaround from a loss year-on-year [1]