证券代码：600649 证券简称：城投控股 公告编号：2025-027 上海城投控股股份有限公司 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： ? 本期业绩预告适用于净利润实现扭亏为盈的情形。 ? 上海城投控股股份有限公司（以下简称"公司"）预计 2025 年半 年度实现归属于母公司所有者的净利润 12,000 万元到 18,000 万元， 与上年同期相比，将实现扭亏为盈。预计 2025 年半年度实现归属于 母公司所有者的扣除非经常性损益后的净利润 10,000 万元到 15,000 万元。 一、 本期业绩预告情况 （一）业绩预告期间 （二）业绩预告情况 二、上年同期经营业绩和财务状况 （一）利润总额：-11,320.81 万元。归属于母公司所有 者的净利润：-10,177.40 万元。归属于母公司所有者的扣除 非经常性损益后的净利润：-7,810.39 万元。 （二）每股收益：-0.04 元。 三、本期业绩变化的主要原因 本报告期内，公司房产项目竣工交付结转较上年同期增 加，房地产经营利润同比增加。 四、风 ...

证券代码：600649 证券简称：城投控股 公告编号：2025-028 上海城投控股股份有限公司 2025 年 第二季度主要房产项目经营数据简报 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。 特此公告。 上海城投控股股份有限公司董事会 根据《上海证券交易所上市公司自律监管指引第 3 号— —行业信息披露》的相关要求，现将公司 2025 年第二季度 主要房产项目经营情况进行公告，具体如下： 新增竣工面积 60,345 平方米。 璟雲里二期、馥公馆、虹盛里等，实现签约销售面积 11,836 平方米，同比减少 45.47%；实现签约销售金额 118,820 万元， 同比减少 63.87%。其中，销售面积不包含车位，销售金额包 含车位。 社区、城投控股大厦等项目，出租房地产的建筑面积约 57.98 万平方米，已出租经营面积约 35.98 万平方米，实现租赁现 金流入约 9712.85 万元。 "城投宽庭"社区租金收入本季度新增统计"徐汇社区"。 徐汇社区共有 1283 套房源，于 2025 年 5 月开业，首批推出 目前，"城投宽庭 ...

[Current Period Performance Forecast](index=1&type=section&id=一、%20本期业绩预告情况) The company anticipates a turnaround to profitability in H1 2025, with net profit attributable to shareholders between RMB 120 million and RMB 180 million Estimated Performance for H1 2025 | Indicator | Estimated Amount (RMB) | | :--- | :--- | | Net Profit Attributable to Parent Company Shareholders | RMB 120 million to RMB 180 million | | Net Profit Attributable to Parent Company Shareholders After Non-Recurring Items | RMB 100 million to RMB 150 million | - This performance forecast applies to the scenario where net profit achieves a turnaround from loss to profit[1](index=1&type=chunk) [Prior Period Performance Review](index=1&type=section&id=二、上年同期经营业绩和财务状况) In contrast to H1 2025, the company reported losses in H1 2024, with net profit attributable to shareholders at -RMB 101.7740 million H1 2024 Performance and Financial Status | Indicator | H1 2024 Amount (RMB) | | :--- | :--- | | Total Profit | -RMB 113.2081 million | | Net Profit Attributable to Parent Company Shareholders | -RMB 101.7740 million | | Net Profit Attributable to Parent Company Shareholders After Non-Recurring Items | -RMB 78.1039 million | | Earnings Per Share | -RMB 0.04 | [Analysis of Performance Change](index=2&type=section&id=三、本期业绩变化的主要原因) The turnaround to profitability is primarily driven by the real estate business, with increased project completions and revenue recognition - The main reason for performance improvement is the increase in revenue from completed and delivered real estate projects compared to the same period last year, thereby boosting operating profit from real estate business[5](index=5&type=chunk) [Risk Warning](index=2&type=section&id=四、风险提示) This performance forecast is a preliminary, unaudited calculation by the finance department, and final results may be uncertain - This performance forecast is a preliminary, unaudited calculation by the company's finance department, and its accuracy is subject to uncertainty[6](index=6&type=chunk) [Other Explanations](index=2&type=section&id=五、其他事项说明) Investors are reminded that forecast data is preliminary; final accurate financial data will be based on the official 2025 semi-annual report - Final financial data will be based on the company's officially disclosed 2025 semi-annual report, and investors are reminded to be aware of investment risks[7](index=7&type=chunk)

Investment Rating - The report rates the real estate industry as "Outperform" [1] Core Insights - New home transaction area increased on a month-on-month basis but decreased year-on-year, with a significant drop in the year-on-year rate of decline [1] - The inventory of new homes and the de-stocking cycle both decreased on a month-on-month and year-on-year basis [1] - The land market saw both volume and price increases, with a notable rise in the premium rate [1] - Domestic bond issuance by real estate companies decreased significantly, indicating tighter financing conditions [1] - The absolute return of the real estate sector increased, while the relative return compared to the CSI 300 also improved [1] Summary by Sections 1. Key City New Home Market, Second-hand Home Market, and Inventory Tracking - New home transaction area for 40 cities was 3.366 million square meters, up 37.0% month-on-month but down 25.7% year-on-year [1][18] - Second-hand home transaction area decreased by 2.7% month-on-month but saw a smaller year-on-year decline of 0.9% [1][18] - New home inventory area for 12 cities was 87.42 million square meters, down 0.3% month-on-month and down 16.3% year-on-year [1][45] 2. Land Market Tracking - Total land transaction area for 100 cities was 15.761 million square meters, up 47.9% month-on-month and up 25.6% year-on-year [1][14] - Total land transaction price reached 57.35 billion yuan, up 186.7% month-on-month and up 155.3% year-on-year [1][14] - The average floor price of land was 3,639 yuan per square meter, up 93.9% month-on-month and up 103.2% year-on-year [1][14] 3. Industry Policy Review - The report highlights ongoing government efforts to stabilize the real estate market through various supportive measures [1][6] 4. Sector Performance Review - The absolute return of the real estate sector was 3.1%, an increase of 4.8 percentage points from the previous week [1][15] - The sector's price-to-earnings ratio (PE) was 23.85X, up 0.68X from the previous week [1][15] 5. Company Announcements - The report includes a summary of key company announcements within the real estate sector for the week [1][15] 6. Bond Issuance Situation - The total bond issuance in the real estate sector was 4.79 billion yuan, down 43.0% month-on-month and down 37.1% year-on-year [1][15]

上海城投控股股份有限公司 第三条 战略与 ESG 委员会由七名董事组成，其中至少 包括一名独立董事。 第四条 战略与 ESG 委员会委员由董事长、二分之一以 - 1 - 上独立董事或者全体董事的三分之一提名，并由董事会选举 产生。委员在任期内出现不适合任职的情形时，该委员应主 动辞职或由公司董事会予以撤换。 第五条 战略与 ESG 委员会设召集人一名，负责召集和 主持战略与 ESG 委员会工作，由战略与 ESG 委员会会议选 举产生。 第六条 战略与 ESG 委员会委员任期与同届董事会董事 任期一致。委员任期届满，可以连选连任。期间如有委员不 再担任公司董事职务，自动失去委员资格，并由董事会根据 上述第三条至第五条的规定补足委员人数。 董事会战略与 ESG 委员会工作细则 第一章 总 则 第一条 为适应上海城投控股股份有限公司（以下称"公 司"）战略发展需要，增强公司核心竞争力，确定公司发展 规划，健全投资决策程序，加强决策科学性，提高重大投资 决策的效益和决策的质量，提升公司环境、社会和治理（ESG） 管理水平，完善公司治理结构，根据《中华人民共和国公司 法》、 《上市公司治理准则》及其他有关规定，公司设立 ...

Core Viewpoint - The document outlines the insider information and knowledge management system of Shanghai Urban Investment Holding Co., Ltd., aiming to ensure fair information disclosure and prevent insider trading. Group 1: Purpose and Basis - The system is established to maintain the principle of fair information disclosure and regulate the behavior of insiders to prevent the abuse of knowledge rights and unauthorized disclosure of insider information [1]. Group 2: Definition of Insider Information - Insider information refers to non-public information that significantly impacts the company's operations, finances, or stock market prices, including major events that could affect stock trading prices [2]. Group 3: Scope of Insider Information Knowledge - Individuals who can access or obtain insider information due to their shareholding, management position, or professional role are considered insiders, including senior management, actual controllers, and related personnel [2][3]. Group 4: Confidentiality Obligations - Insiders are required to maintain confidentiality before the public disclosure of insider information [3]. Group 5: Management of Insider Information - The company must establish a clear management department and personnel responsible for insider information management, ensuring compliance with disclosure regulations [4]. Group 6: Reporting and Disclosure Regulations - After decisions involving insider information, relevant parties must promptly notify the company, which will then disclose the information according to regulations [5]. Group 7: Control of Insider Information - Insiders must not disclose insider information through internal channels or external communications before it is publicly disclosed, and must act to clarify any market rumors or unusual trading activities [6]. Group 8: Registration Management of Insiders - The company must maintain a registry of insiders, documenting their access to insider information and ensuring accurate records are kept [7]. Group 9: Supervision and Accountability - The company is responsible for self-examination of insider trading activities and must report any violations to regulatory authorities within two working days [10]. Group 10: Penalties for Violations - Violations of the insider information management system may result in disciplinary actions for internal personnel, including warnings, demotions, or termination, and external violators may face legal consequences [11].

Group 1 - The company announced a share repurchase plan approved by the board on September 23, 2022, and completed the repurchase on December 13, 2022, acquiring a total of 25,074,866 shares at an average price of 3.99 yuan per share, totaling approximately 99.99 million yuan [1][2] - The company plans to change the purpose of the repurchased shares to cancellation and reduction of registered capital, which was approved at the annual shareholders' meeting in 2024 [2] - Following the cancellation, the total number of shares will decrease by 25,074,866 shares, and the company will apply for the cancellation of these shares with the China Securities Depository and Clearing Corporation [2] Group 2 - Creditors have the right to request debt repayment or guarantees within 30 days of receiving the notice, or within 45 days from the announcement date if no notice is received [2] - Creditors must provide valid documents proving the existence of the debt relationship when claiming their rights [2][3] - The company will continue to fulfill its obligations based on the original debt documents if creditors do not exercise their rights within the specified period [2]

Core Viewpoint - The legal opinion issued by Shanghai Jintiancheng Law Firm confirms that the 2024 annual general meeting of Shanghai Urban Investment Holding Co., Ltd. was convened and conducted in accordance with relevant laws and regulations, ensuring the legitimacy and validity of the meeting and its resolutions [1][11]. Group 1: Meeting Procedures - The annual general meeting was convened by the company's board of directors, with a notice published 20 days prior to the meeting, detailing the time, location, agenda, and registration methods [2][3]. - The meeting was held on June 20, 2025, with both on-site and online voting options available for shareholders [3][4]. Group 2: Attendance and Voting - A total of 533 participants attended the meeting, including 28 on-site shareholders and 505 shareholders voting online, representing 54,019,266 shares, which is 2.1569% of the total voting shares [4][5]. - The voting results showed a significant majority in favor of the proposals, with the highest approval rate being 99.6296% for one of the resolutions [9][10]. Group 3: Resolutions and Results - All proposed resolutions were approved by the shareholders, with no amendments or new proposals introduced during the meeting [11]. - The voting results for various resolutions indicated overwhelming support, with the lowest approval rate being 94.5812% for a related party transaction [6][8].

Meeting Details - The annual general meeting of Shanghai Urban Investment Holding Co., Ltd. was held on June 20, 2025, at Bay Valley Technology Park, Shanghai [1] - The meeting was convened by the board of directors and chaired by Chairman Zhang Chen, utilizing a combination of on-site and online voting methods [1] Voting Results - All proposed resolutions were passed with significant majority votes, including: - A resolution received 1,368,751,143 votes in favor, accounting for 99.1953% of the total votes [2] - Another resolution garnered 1,371,898,127 votes in favor, representing 99.4233% [3] - A separate resolution achieved 1,372,003,655 votes in favor, which is 99.4310% [4] Resolutions Overview - The meeting included various resolutions such as: - Approval of annual budget for external guarantees [5] - Reappointment of accounting firm [5] - Approval of independent director allowances and remuneration for directors and supervisors [5] - Change of purpose for repurchased shares and reduction of registered capital [5] - Cancellation of the supervisory board and amendments to the company’s articles of association [5] Legal Compliance - The voting procedures and results of the annual general meeting were confirmed to comply with relevant laws and regulations, ensuring the legality and validity of the resolutions passed [5]

Core Viewpoint - The board of directors of Shanghai Urban Investment Holding Co., Ltd. has approved all agenda items during the 24th meeting of the 11th board session, indicating a unified decision-making process and potential strategic alignment within the company [1][2][3]. Meeting Details - The board meeting was held on June 12, 2025, with notifications sent to all directors in advance. A total of 9 directors were supposed to attend, with 5 present in person and 4 participating via remote voting [1]. Resolutions Passed - The board unanimously approved the establishment of a new senior management personnel departure management system [2]. - The board approved revisions to the audit committee working rules, internal audit management system, internal control evaluation system, information disclosure management system, major event reporting system, and the board secretary working system [2][3]. - The board also approved revisions to the investor relations management system, remuneration and assessment committee working rules, independent director working system, and four other related systems [4]. Additional Resolutions - The board passed resolutions regarding the management system for regulations and the adjustment of certain systems due to departmental name changes, as well as the revision of the safety production responsibility system [4][5].