证券代码：600683 证券简称：京投发展 公告编号：临 2026-002 京投发展股份有限公司 2026年第一次临时股东会决议公告 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 208 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 416,446,474 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 56.2174 | 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： 本次会议是否有否决议案：无 (四) 表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 本次股东会采用现场投票和网络投票相结合的表决方式，符合《公司法》和 《公司章程》的有关规定，会议由董事长孔令洋先生主持。 1、 议案名称：关于公司购买董责险的议案 审议结果：通过 表决情况： (一) 股东会召开的时间：2026 年 1 月 14 日 (二) 股东会召开的地点：北京市朝阳区建国门外大街 2 号银泰中心 C 座 17 层会 ...

北京市中伦律师事务所 关于京投发展股份有限公司 2026 年第一次临时股东会的法 律意见书 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty 北京市中伦律师事务所 1 关于京投发展股份有限公司 2026 年第一次临时股东会 的法律意见书 致：京投发展股份有限公司 根据《中华人民共和国公司法》（以下简称"《公司法》"）《中华人民共和国证券法》 《中华人民共和国律师法》《上市公司股东会规则》（以下简称"《股东会规则》"）《上 海证券交易所上市公司自律监管指引第 1 号——规范运作》（以下简称"《自律监管指 ...

Core Viewpoint - The acquisition of Shanghai Lishi Hotel by Beijing State-owned Assets Supervision and Administration Commission's Jingtou Development for 0 yuan reflects a dramatic decline in the asset's value, driven by deteriorating financial conditions and a broader trend of discounted hotel asset sales in China [4][11][14]. Group 1: Acquisition Details - Jingtou Development announced plans to acquire a 45% stake in Shanghai Lishi Hotel for 0 yuan, increasing its ownership to 100% [4][5]. - The core asset of Shanghai Lishi is the Andaz Hotel located in Shanghai's Xintiandi, a prime area known for its luxury offerings [5][10]. - The hotel was previously listed for sale at 2.3 billion yuan but saw its value plummet to zero within six months [5][11]. Group 2: Financial Performance - As of December 31, 2024, Shanghai Lishi had total assets of 860 million yuan and total liabilities of 2.512 billion yuan, resulting in a net asset value of -1.651 billion yuan [13]. - By September 30, 2025, the company's total assets decreased to 810 million yuan, while liabilities increased to 2.528 billion yuan, leading to a net asset loss of -1.718 billion yuan [14]. Group 3: Market Context - The sale of Shanghai Lishi is part of a broader trend where hotel assets across China are being sold at significant discounts due to supply-demand imbalances and rising operational costs [22][24]. - The hotel industry is experiencing a shift towards a competitive landscape, with many high-end hotels facing declining revenues despite maintaining high room rates [22][23]. Group 4: Buyer Dynamics - State-owned enterprises are becoming key players in hotel asset acquisitions, with Jingtou Development's purchase exemplifying this trend [24]. - Other buyers include asset management firms and private equity funds looking to capitalize on undervalued hotel assets for restructuring and potential resale [24].

Core Viewpoint - Beijing state-owned enterprise Jingtou Development acquired a 100% stake in Shanghai Lishi Hotel Co., Ltd., which operates the Andaz Hotel in Shanghai, through a "0 yuan purchase" strategy, indicating a significant shift in ownership and control of the asset [5][18][20]. Group 1: Acquisition Details - Jingtou Development announced the acquisition of a 45% stake in Shanghai Lishi for 0 yuan and the purchase of 350 million yuan in debt from another company, making Shanghai Lishi a wholly-owned subsidiary [5][18]. - The Andaz Hotel, located in Shanghai's Huangpu District, is a five-star hotel operated by Hyatt and was the first Andaz brand hotel in Asia [5][18]. - The acquisition reflects a combination of "0 yuan equity + discounted debt + interest-free loans" [7][22]. Group 2: Financial Performance - As of December 31, 2024, Shanghai Lishi had total assets of 860 million yuan, total liabilities of 2.512 billion yuan, and a net asset value of -165 million yuan, indicating significant financial distress [10][25]. - By August 31, 2025, total assets decreased to 815 million yuan, while total liabilities increased to 2.526 billion yuan, resulting in a net asset value of -171 million yuan [10][25]. - The hotel reported an operating income of 1.81 billion yuan in 2024, with a net loss of 103 million yuan, and for the first eight months of 2025, it generated 1.09 billion yuan in revenue with a net loss of 59 million yuan [10][25]. Group 3: Market Context and Implications - The acquisition is seen as part of a broader trend in the hotel asset market, where state-owned investors are more suited to manage high-leverage, long-term assets compared to traditional real estate firms [29][30]. - The current market environment presents a unique opportunity for state-owned enterprises to acquire quality real estate assets, but the focus will shift from merely acquiring to effectively managing these assets [30].

Core Viewpoint - The "0 yuan acquisition" of the Andaz Hotel in Shanghai by Hyatt Group highlights the increasing activity in the Shanghai real estate bulk transaction market, with expectations for further growth in 2026 due to favorable policies and liquidity from REITs expansion [2][5]. Group 1: Transaction Details - The Andaz Hotel's owner, Shanghai Lishi Hotel Co., has a net asset of -1.71 billion yuan and liabilities exceeding 2.52 billion yuan, which are key reasons for the 0 yuan equity transfer [2][3]. - In December 2025, Beijing-based Jingtou Development signed an agreement to acquire 100% of Shanghai Lishi, including a 0 yuan acquisition of 45% equity and a 35 million yuan purchase of debt [3][4]. - Shanghai Lishi was established in 2017 with a registered capital of over 580 million yuan and is located at the site of the Andaz Hotel, which has 307 luxury rooms [3][4]. Group 2: Market Overview - In 2025, the Shanghai real estate bulk transaction market recorded 75 transactions totaling 42.4 billion yuan, showing signs of stabilization after four years of decline [5][6]. - The average transaction price in the bulk market was approximately 560 million yuan, with small transactions (below 300 million yuan) making up over 50% of the total [5][6]. - Domestic buyers accounted for 97% of transaction value, while foreign buyers were active as sellers, completing transactions worth about 12.9 billion yuan [6]. Group 3: Future Outlook - The market is expected to benefit from continued fiscal and monetary policy easing, which will provide financing advantages to domestic investment entities [6][7]. - The expansion of public REITs is anticipated to enhance the exit and revitalization channels for existing assets, particularly in the hotel and premium office sectors [6][7]. - Transactions involving stable, small-scale assets under 300 million yuan are projected to dominate the market in 2026, reflecting a shift in investment logic towards deeper operational and value enhancement strategies [7].

从"造房子"到"造生活" 檀谷Tanko坐落于西山脚下、潭柘寺旁，由京投发展整体开发运营。项目所在地拥有得天独厚的自然与 文化禀赋——西山层峦叠翠，潭柘寺千年古韵沉淀。然而在项目初期，即便拥有优越的自然与人文底 色，檀谷也曾面临行业转型的挑战——当"好房子"的内涵正从单一的物理空间，全面延伸至社区环境、 周边配套、个性服务等多方面的体验，如何满足用户对美好生活方式的深层期待？ 当房地产市场供求关系发生重大变化，行业发展逻辑从"增量拉动"转向"存量带动"。人们对居住品质的 期待也愈发多元，不再局限于物理空间本身，更追求丰富的生活体验与情感归属。在这样的趋势下，京 投发展以京西潭柘寺旁的檀谷为实践载体，展开了一场关于社区开发与运营的深度探索。 通过构建"房地产开发+物业+商管"三方协同的创新模式，檀谷成功打通了社区从"建成"到"成长"的可持 续发展路径，为新型社区运营提供了鲜活样本。 从"建成"到"成长" 社群的生命力，藏在长期运营的细节里。檀谷的独特魅力，正源于三方协同模式下的"自我造血"与"自 我生长"能力。 檀谷一期商业总体量近2万平方米，现已引入近40家高品质商业，其中包括14家全国首店、12家北京首 店 ...

Core Viewpoint - The acquisition of the Andaz Hotel in Shanghai by Beijing state-owned enterprise Jingtou Development through a "zero-cost purchase" reflects the changing dynamics of the Chinese hotel industry, highlighting the exit of foreign capital and the rise of domestic investors focusing on smaller, high-quality assets [1][7]. Group 1: Acquisition Details - The Andaz Hotel, which has changed ownership multiple times since its opening, was acquired by Jingtou Development in a deal that involved taking over 45% of the shares for zero cost and acquiring debt worth approximately 209 million yuan [2][3]. - Jingtou Development's acquisition strategy is characterized as a combination of "zero-cost equity, discounted debt, and interest-free loans," indicating a method of acquiring assets while assuming existing liabilities [3]. Group 2: Financial Performance - As of September 30, 2025, the Andaz Hotel's total assets were approximately 810 million yuan, with total liabilities reaching 2.528 billion yuan, resulting in a net asset value of -171.82 million yuan [6]. - The hotel's revenue for the first nine months of 2025 was approximately 127.21 million yuan, with a net loss of about 67.17 million yuan [4]. Group 3: Market Trends - The acquisition of the Andaz Hotel is indicative of a broader trend where foreign investors are exiting the hotel asset market, while domestic investors, particularly state-owned enterprises, are stepping in to stabilize the market [7][8]. - The focus of domestic investors has shifted towards stable returns rather than aggressive expansion, with a growing interest in smaller boutique hotels that offer better cash flow stability [8][9]. Group 4: Investment Opportunities - The trend towards "small and beautiful" hotel assets is gaining traction, with smaller transactions under 300 million yuan becoming the norm in the market, as these assets are perceived to have lower risk and higher liquidity [9][10]. - Investors are advised to target assets with unique competitive advantages, such as prime locations and strong brand influence, which can provide certainty in uncertain market conditions [10].

Core Viewpoint - The acquisition of the Andaz Hotel in Shanghai by Beijing state-owned enterprise Jingtou Development through a "0 yuan purchase" reflects a significant shift in the investment landscape of China's hotel industry, highlighting the exit of foreign capital and the rise of domestic investors focusing on smaller, high-quality assets [1][9]. Group 1: Acquisition Details - The Andaz Hotel, which has changed ownership multiple times since its opening, was initially developed under a plan by Chinese-American entrepreneur Liao Kaiyuan and later operated by Hyatt after being acquired by Hong Kong's Swire Properties [2][4]. - Jingtou Development acquired a 100% stake in Shanghai Lishi (the operating entity of the Andaz Hotel) through a combination of "0 yuan equity, discounted debt, and interest-free loans," effectively taking on the hotel's liabilities [4][10]. Group 2: Financial Situation - As of September 30, 2025, Shanghai Lishi reported total assets of 810 million yuan and total liabilities of 2.528 billion yuan, resulting in a net asset value of -171.82 million yuan, indicating severe financial distress [7][5]. - Jingtou Development has provided significant financial support to Shanghai Lishi, with cumulative financial assistance amounting to 826.50 million yuan, which is 128.76% of the company's latest audited net assets [5]. Group 3: Market Trends - The trend of foreign capital exiting the hotel asset market has been ongoing, with foreign hotel groups facing challenges such as slowing profit growth and increased competition in the high-end hotel sector [9][10]. - Domestic investors, particularly state-owned enterprises, are becoming the primary buyers in the hotel asset market, focusing on stable returns rather than aggressive expansion [10][11]. Group 4: Investment Preferences - The market is increasingly favoring "small and beautiful" hotel assets, which are typically boutique hotels with lower total prices, as they offer flexibility, lower investment costs, and quicker returns [11][12]. - Investors are advised to focus on assets with unique competitive advantages, such as prime locations and strong brand influence, to ensure value stability amid market uncertainties [12].

京投发展股份有限公司 2026 年第一次临时股东会 （总第124 次） 会议资料 京投发展股份有限公司 2026 年第一次临时股东会 (总第 124 次)会议议程与议案表决办法 一、会议召集人：京投发展股份有限公司董事会 二、会议召开时间： （1）现场会议时间：2026年1月14日（星期三）下午14:00 中国 北京 二Ｏ二六年一月十四日 1 四、会议表决方式：会议采用现场投票和网络投票相结合的表决方式 （2）网络投票时间：采用上海证券交易所网络投票系统，通过交易系统投 票平台的投票时间为股东会召开当日的交易时间段，即9:15-9:25,9:30-11:30， 13:00-15:00；通过互联网投票平台的投票时间为股东会召开当日的9:15-15:00。 三、会议地点：北京市朝阳区建国门外大街2号银泰中心C座17层会议室 五、会议审议事项： 1、关于公司购买董责险的议案 2、关于修订公司《募集资金管理制度》的议案 3、关于修订公司《对外担保管理制度》的议案 六、表决办法： 1、现场投票表决办法 根据中国证监会《上市公司股东会规则》规定： （1）表决前由会议主持人宣布现场出席会议的股东和代理人人数及所持有 表决权 ...

Core Viewpoint - The acquisition of a 45% stake in Shanghai Lishi Hotel by Jingtou Development for 0 yuan reflects a significant shift in the high-end hotel market in China, highlighting the challenges faced by luxury hotels in maintaining profitability amidst structural market adjustments [1][6]. Company Summary - Jingtou Development has acquired the remaining 45% stake in Shanghai Lishi Hotel, making it a wholly-owned subsidiary, alongside taking over a debt of 209 million yuan from the previous owner [1]. - The core asset of Shanghai Lishi is the Andaz Hotel located in Shanghai's Huangpu District, which is operated by Hyatt Group and was the first Andaz hotel in Asia [1]. - Two years prior, Jingtou Development considered divesting its 55% stake in Shanghai Lishi, with a market valuation of 2.3 billion yuan, indicating a drastic change in valuation to a 0 yuan acquisition [3]. Financial Performance - As of December 31, 2024, Shanghai Lishi reported total assets of 860 million yuan, total liabilities of 2.512 billion yuan, and a net asset value of -1.651 billion yuan, with an annual revenue of 181 million yuan and a net loss of 103 million yuan [4]. - By August 31, 2025, the financial situation worsened, with total assets dropping to 815 million yuan, liabilities increasing to 2.526 billion yuan, and net assets further declining to -1.71 billion yuan, alongside a revenue of 109 million yuan and a net loss of 59 million yuan [4]. Industry Context - The high-end hotel market in mainland China is undergoing significant structural adjustments, with hotel transaction volumes dropping from approximately 15.179 billion yuan in 2024 to about 11.065 billion yuan in 2025, a decrease of 27.1% year-on-year [6]. - The decline in transaction volume is attributed to a reduction in high-profile investment opportunities and cash flow pressures faced by some owners, leading to lower asset prices and decreased transaction activity [6]. - Notable examples of distressed sales include the Chengdu Hilton International Hotel, which sold for about 500 million yuan after multiple failed auctions, and the Chongqing Beibei Banyan Tree, which sold for 81.81 million yuan after significant price reductions [6]. Market Implications - The "0 yuan acquisition" is characterized as a structural transaction where the seller offloads risk while the buyer assumes debt and restructuring responsibilities, indicating a shift in the perception of high-end hotel assets [7]. - Despite the overall market cooling, prime locations in major cities and certain resort hotels remain attractive to new investors and REITs, suggesting pockets of opportunity within the sector [7].