江苏凤凰置业投资股份有限公司 关于召开2025年半年度业绩说明会的公告 证券简称：凤凰股份 证券代码：600716 编号：2025-022 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： 一、说明会类型 公司已于2025年8月23日在《中国证券报》《上海证券报》及上海证券交易所网站 （www.sse.com.cn）上披露了 《2025年半年度报告及摘要》。为让广大投资者更全 面深入地了解公司经营业绩和利润分配等具体情况，公司决定以网络互动方式举行 "2025年半年度业绩说明会"。 二、说明会召开时间和形式 召开时间：2025年9月10日 （周三）15:00-16:00 召开形式：微信小程序网络互动方式 三、公司出席说明会的人员 会议时间：2025年9月10日15:00—16:00 会议内容：江苏凤凰置业投资股份有限公司"2025年半年度业绩说明会" 会议召开方式：微信小程序网络互动 1、投资者可于2025年9月9日下午15：00前通过邮件的形式将关注的问题发送 至邮箱：baibw@ppm.cn，公司将在说明会上 ...

江苏凤凰置业投资股份有限公司 2025 年第一次临时股东大会 会 议 资 | 目录 | | --- | | 会议议程 | 2 | | --- | --- | | 议案一：关于取消监事会并修订《公司章程》及相关议事规则的议案 | | | | 4 | | 议案二：关于修订《独立董事工作制度》的议案 | 6 | | 议案三：关于修订《关联交易实施规则》的议案 | 7 | 1 江苏凤凰置业投资股份有限公司 2025 年第一次临时股东大会会议资料 料 二〇二五年九月九日·南京 江苏凤凰置业投资股份有限公司 2025 年第一次临时股东大会会议资料 江苏凤凰置业投资股份有限公司 2025 年第一次临时股东大会 会议议程 现场会议时间：2025 年 9 月 9 日 14:30，会期半天 现场会议地点：南京市中央路 389 号凤凰国际大厦六楼会议室 会议召集人：公司董事会 会议参加人员：符合条件的股东或其授权委托人、公司董事、监 事及高级管理人员、见证律师 投票方式：现场投票和网络投票相结合（网络投票时间及投票注 意事项详见本公司于 2025 年 8 月 23 日在上海证券交易所网站披露 的本次股东大会会议通知） 现场会议日程 ...

Core Viewpoint - The board of directors of Jiangsu Phoenix Investment Co., Ltd. held its eighth meeting of the ninth session, where several key resolutions were passed, including the approval of the 2025 semi-annual report and the decision to abolish the supervisory board, reflecting a move towards enhanced corporate governance and compliance with updated regulations [1][2][3][6]. Group 1: Meeting Resolutions - The board approved the 2025 semi-annual report and its summary, which was reviewed by the audit committee [1][2]. - A risk assessment report regarding Jiangsu Phoenix Publishing and Media Group Financial Co., Ltd. was also approved, with independent directors abstaining from the vote [3][4][5]. - The proposal to abolish the supervisory board and amend the company's articles of association was passed, with the audit committee assuming the supervisory responsibilities [6][7]. Group 2: Governance and Compliance - The company is revising its governance documents to align with the latest legal and regulatory requirements, including the articles of association and meeting rules [9][10]. - Multiple governance documents were amended, including those related to the board of directors and senior management, all receiving unanimous approval [10][11][12][13][14][15][16][18][19][20][21][22][23][24][25][27][28][29][30]. Group 3: Management Changes - The board accepted the resignation of Mr. Yan Shuyun as vice president and CFO, and appointed Ms. Wang Qing to the position, effective immediately [31][32]. - A resolution to convene the first extraordinary general meeting of 2025 was also passed [32].

Core Insights - Phoenix Holdings (600716) reported significant growth in both revenue and net profit for the first half of 2025, with total revenue reaching 291 million yuan, a year-on-year increase of 200.78%, and a net profit of 11.03 million yuan, up 188.41% [1][3] Financial Performance - Total revenue for the second quarter of 2025 was 128 million yuan, reflecting a year-on-year increase of 144.83% [1] - The gross profit margin decreased to 16.84%, down 35.74% year-on-year, while the net profit margin improved to 3.79%, an increase of 129.39% [1] - Total expenses (selling, administrative, and financial) amounted to 35.19 million yuan, accounting for 12.09% of revenue, a decrease of 72.71% year-on-year [1] - Earnings per share rose to 0.01 yuan, a year-on-year increase of 188.72% [1] Cash Flow and Debt - The net cash flow from operating activities decreased by 31.15%, attributed to reduced cash inflow from pre-sold properties and lower expenditures [3] - The company’s cash and cash equivalents decreased by 22.41% year-on-year, totaling 661 million yuan [1] - Interest-bearing debt decreased by 25.16% to 455 million yuan [1] Historical Context - The company has shown a weak historical return on invested capital (ROIC), with a median of 0.89% over the past decade and a particularly poor ROIC of -6.11% in 2022 [4] - The company has reported losses in 6 out of 28 annual reports since its listing, indicating a generally poor financial performance historically [4] Recommendations - Attention is advised on the company's cash flow situation, as the ratio of cash assets to current liabilities is only 45.72% [4] - The company’s accounts receivable and inventory levels are also areas of concern, with inventory reaching 436.14% of revenue [4]

Group 1 - The company held the ninth session of the supervisory board on August 21, 2025, where the half-year report was reviewed and approved [2][3] - The supervisory board confirmed that the preparation and review procedures of the half-year report comply with legal regulations and internal management systems [3] - The supervisory board also approved the proposal to cancel the supervisory board and amend the company's articles of association, transferring the supervisory functions to the audit committee of the board [5][29] Group 2 - The company announced the resignation of the vice president and financial director, with the resignation taking effect upon delivery of the resignation letter to the board [10] - Wang Qing was appointed as the new vice president and financial director, with her term lasting until the end of the current board's term [10][11] - The transition of responsibilities between the outgoing and incoming financial directors is underway, ensuring no disruption to the company's operations [10] Group 3 - The company will hold its first extraordinary general meeting of 2025 on September 9, 2025, with both on-site and online voting options available [12][13] - The meeting will discuss the proposals that were previously approved by the board and supervisory board [15] - Shareholders must register for the meeting by September 8, 2025, to participate [21][22] Group 4 - The company is revising its governance structure to comply with updated laws and regulations, including the cancellation of the supervisory board [29][31] - The amendments to the articles of association include the addition of sections on controlling shareholders and independent directors, enhancing governance standards [31][32] - The revised governance documents will be submitted for shareholder approval before becoming effective [33]

Core Viewpoint - The company held its 8th meeting of the 9th Supervisory Board, where significant resolutions were made regarding the approval of the 2025 semi-annual report and the decision to abolish the Supervisory Board, transferring its responsibilities to the Audit Committee of the Board of Directors [1][2]. Group 1: Meeting Details - The meeting was convened on August 21, 2025, with all three supervisors present, ensuring compliance with the Company Law and the company's articles of association [1]. - The meeting was chaired by Mr. Chen Yimin, the chairman of the Supervisory Board [1]. Group 2: Resolutions Passed - The Supervisory Board approved the 2025 semi-annual report and its summary, confirming that the report accurately reflects the company's operational and financial status [1]. - The resolution to abolish the Supervisory Board and amend the company's articles of association was passed, citing compliance with the latest Company Law and the necessity for organizational adjustments [2]. - The decision to abolish the Supervisory Board will be submitted for approval at the company's shareholders' meeting [2].

Group 1 - The company, Jiangsu Phoenix Investment Co., Ltd., is convening its first extraordinary general meeting of shareholders in 2025 on September 9, 2025, at 14:30 in Nanjing [1][2] - The voting will be conducted through a combination of on-site and online voting systems provided by the Shanghai Stock Exchange [2][3] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same category of ordinary and preferred shares [3][4] Group 2 - The meeting will review non-cumulative voting proposals that have already been approved by the company's board and supervisory board on August 21, 2025 [2] - There are no related shareholders that need to abstain from voting on the proposals [2] - The registration for attending the meeting will take place on September 8, 2025, from 9:00 to 15:00, at the designated location [4][5]

Core Viewpoint - Jiangsu Phoenix Property Investment Co., Ltd. reported significant growth in revenue and profit for the first half of 2025, driven by the delivery of key real estate projects, despite a challenging market environment [2][5][11]. Company Overview and Financial Indicators - The company achieved an operating income of approximately 291 million yuan, a 200.78% increase compared to the same period last year [2]. - The total profit reached approximately 17.48 million yuan, a significant recovery from a loss of over 12 million yuan in the previous year [2]. - The net profit attributable to shareholders was approximately 11.04 million yuan, compared to a loss of over 12 million yuan in the same period last year [2]. - The company's total assets were approximately 7.28 billion yuan, showing a decrease of 1.92% from the end of the previous year [2]. Industry and Main Business Situation - The real estate market in China is stabilizing, with a focus on high-quality housing supply and urban renewal initiatives [3]. - National real estate development investment decreased by 11.2% year-on-year in the first half of 2025, indicating a shift towards quality over quantity in housing supply [3]. - The company primarily engages in real estate development and sales, focusing on residential and commercial properties in Jiangsu and Anhui provinces [3]. Project Development and Sales - The Nanjing Zijin and Xufu projects have been successfully delivered, contributing significantly to the company's revenue [5][11]. - The company has ongoing projects with substantial remaining saleable areas, indicating potential for future revenue generation [6]. Financial Performance Analysis - The operating costs increased to approximately 242 million yuan, reflecting the higher volume of project deliveries [10]. - The net cash flow from operating activities was approximately 62.67 million yuan, a decrease of 31.15% compared to the previous year, primarily due to reduced cash inflows from pre-sold properties [10]. - The company maintained a low debt ratio compared to peers, supported by a borrowing limit of 3 billion yuan from its controlling shareholder [9]. Competitive Advantages - The company benefits from being a state-controlled entity, receiving strong support from its parent group in financing and operational strategies [9]. - The brand recognition of its real estate projects has been enhanced, particularly in the Jiangsu region, contributing to its competitive positioning [9].

Core Viewpoint - Jiangsu Phoenix Investment Co., Ltd. reported significant growth in operating revenue for the first half of 2025, with a year-on-year increase of 200.78% [1]. Financial Summary - Total assets at the end of the reporting period amounted to CNY 7,280.82 million, a decrease of 1.92% compared to the previous year [1]. - Net assets attributable to shareholders decreased by 1.29% to CNY 4,972.66 million [1]. - Operating revenue reached CNY 291.09 million, up from CNY 96.78 million in the same period last year [1]. - Total profit for the period was CNY 17.48 million, a significant recovery from a loss of CNY 12.10 million in the previous year [1]. - Net profit attributable to shareholders was CNY 11.04 million, compared to a loss of CNY 12.48 million in the same period last year [1]. - Net cash flow from operating activities was CNY 62.67 million, down 31.15% from CNY 91.01 million [1]. - The weighted average return on net assets increased to 0.22% from -0.24% [1]. - Basic and diluted earnings per share were both CNY 0.0118, compared to a loss of CNY 0.0133 in the previous year [1]. Shareholder Information - As of the end of the reporting period, the total number of shareholders was 25,978 [1]. - The largest shareholder, Jiangsu Phoenix Publishing and Media Group, holds 52.12% of the shares [3].

Core Points - The company held its ninth board meeting on August 21, 2025, where all seven directors were present and the meeting complied with legal and regulatory requirements [1] - The board approved the 2025 semi-annual report and its summary, which will be disclosed on August 23, 2025 [1] - A risk assessment report regarding Jiangsu Phoenix Publishing and Media Group Financial Co., Ltd. was approved, with four votes in favor [2] - The company proposed to abolish the supervisory board and amend its articles of association and related rules to enhance governance and compliance with updated laws [2][3] - The revised governance documents will be submitted for approval at the shareholders' meeting [3] - The company appointed Wang Qing as the new vice president and financial director following the resignation of Yan Shuyun [5][6] - A notice for the 2025 first extraordinary shareholders' meeting was also approved [6]