证券代码：601155 证券简称：新城控股 编号：2024-045 新城控股集团股份有限公司 第四届董事会第五次会议决议公告 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。 新城控股集团股份有限公司（以下简称"公司"、"新城控股"）第四届董事会 第五次会议于 2024 年 11 月 7 日以通讯方式召开。会议应参加董事 5 名，实际参加 董事 5 名，董事王晓松、吕小平和独立董事陈松蹊、陈冬华、徐建东参加会议。董 事长王晓松先生召集并主持本次会议。本次会议的召集、召开及表决程序符合《公 司法》《公司章程》的有关规定。会议审议并通过了如下议案： 一、以 5 票同意、0 票反对、0 票弃权审议通过了《关于聘任公司董事会秘书 的议案》。 聘李峰先生任公司董事会秘书，任期与第四届董事会任期相同。 公司董事会提名委员会于 2024 年 11 月 7 日召开第四届董事会提名委员会第二 次会议，以 3 票同意、0 票反对、0 票弃权，审议通过了《关于聘任公司董事会秘 书的议案》，并同意将相关事项提交公司董事会审议。 年度审计报酬、办理并签署 ...

Investment Rating - The report maintains a "Recommended" rating for the company, with a target price of 15.7 CNY, compared to the current price of 15.04 CNY [5][3]. Core Insights - The company experienced a significant decline in revenue and net profit in the first nine months of 2024, with total revenue of 51.56 billion CNY, down 27.66% year-on-year, and a net profit of 1.45 billion CNY, down 41.31% [1][2]. - The gross margin for the third quarter was reported at 17.5%, reflecting a decrease of 1.9 percentage points compared to the previous quarter, primarily due to a slowdown in residential development business turnover [2]. - The company’s contract sales for the first nine months amounted to approximately 31.8 billion CNY, a decrease of about 47% year-on-year, indicating potential challenges in future sales volume [2]. - The commercial operations segment showed resilience, with total revenue of approximately 9.5 billion CNY for the first nine months, an increase of 16.64% year-on-year, and an occupancy rate of 97.65% as of September 30 [3]. Financial Summary - For the fiscal year 2023, total revenue is projected at 119.17 billion CNY, with a year-on-year growth rate of 3.2%. However, for 2024, revenue is expected to decline by 22.7% to 92.13 billion CNY [4]. - The net profit for 2023 is estimated at 737 million CNY, with a significant decline of 47.1%, but a recovery is anticipated in subsequent years with projected growth rates of 7.0% and 14.0% for 2024 and 2025, respectively [4]. - The earnings per share (EPS) for 2024 is forecasted at 0.35 CNY, with a slight increase to 0.40 CNY in 2025 and remaining stable in 2026 [4].

Investment Rating - Buy (Maintained) [7] Core Views - The company's operational strength provides a solid foundation, while its development potential offers significant upside [1] - Macro policies have exceeded expectations, with measures such as lowering mortgage rates and down payment ratios, which are expected to benefit high-quality developers like the company [2] - The company's Wuyue Plaza has shown resilience, with operational revenue growing at a 5-year CAGR of 40%, reaching RMB 11.3 billion in 2023 [3] - Debt risks are expected to ease, as operational income can cover interest expenses, with a high probability of repaying USD bonds by the end of 2024 [4] - The company's income structure is optimizing, with operational business gross profit expected to exceed that of the development business by 2025 [6] Operational Performance - As of June 2024, the company has 201 Wuyue Plazas in 137 cities, with 165 already operational and 36 planned to open [3] - Operational revenue reached RMB 6.2 billion in H1 2024, a 19% YoY increase [3] - The company's commercial management capabilities have been strong, maintaining growth even during challenging market conditions from 2019 to 2022 [3] Financials and Valuation - The company's interest-bearing debt stood at RMB 55.8 billion as of June 2024, with an average cost of 6.05% [4] - Operational business gross profit is estimated to reach RMB 10.5 billion annually, with a steady-state revenue of over RMB 15 billion [10] - The DCF valuation of the company's Wuyue Plaza assets is approximately RMB 151.8 billion, with a relative valuation of RMB 60 billion based on a 10x PE ratio [10] - The company's total value is estimated at RMB 40 billion, with the current stock price not fully reflecting its value [10] Catalysts - Regular updates on the company's operational performance, including sales, rental income, and occupancy rates [5] - Continued reduction in debt levels and financing costs [5] - Increasing proportion of operational business income and profit in the financial statements [5] Industry Trends - The real estate industry is shifting towards a model where operational business becomes more important than development [4] - The company's dual-drive model of "development + operation" aligns with market trends, with operational business driving future performance [4]

Investment Rating - The report maintains a "Recommended" rating for the company [1][3]. Core Views - The company reported a revenue of 51.56 billion yuan for the first three quarters of 2024, a year-on-year decrease of 27.7%, and a net profit attributable to shareholders of 1.45 billion yuan, down 41.3% year-on-year [3]. - The gross margin improved by 1.9 percentage points year-on-year to 20.2%, despite the decline in revenue and net profit [3]. - The company’s contract sales amounted to 31.83 billion yuan, a decrease of 47.1% year-on-year, with a sales area of 4.315 million square meters, down 42.7% [3]. - The rental income for the first three quarters reached 8.85 billion yuan, with total commercial operation revenue of 9.48 billion yuan, both showing a growth of 16.6% year-on-year [3]. - The report projects the company's EPS for 2024-2026 to be 0.33 yuan, 0.34 yuan, and 0.35 yuan respectively, with corresponding P/E ratios of 43.9, 43.1, and 42.1 [3][5]. Summary by Sections Financial Performance - Revenue for 2024 is projected at 108.449 billion yuan, a decline of 9.0% from the previous year [5]. - Net profit is expected to recover slightly to 746 million yuan in 2024, reflecting a year-on-year increase of 1.2% [5]. - The gross margin is forecasted to be 18.9% in 2024, slightly down from 19.1% in 2023 [5]. Cash Flow - Operating cash flow for 2024 is estimated at 6.123 billion yuan, a decrease from 10.063 billion yuan in 2023 [7]. - The net cash increase is projected to be negative at -8.126 billion yuan for 2024 [7]. Valuation Metrics - The P/E ratio is expected to decrease from 44.5 in 2023 to 43.9 in 2024, indicating a slight improvement in valuation [8]. - The P/B ratio remains stable at 0.5 for the forecasted years [8].

Investment Rating - Investment rating: Buy (maintained) [1] Core Views - The company has experienced a decline in revenue recognition scale, while rental income has shown double-digit growth. The report maintains a "Buy" rating based on these factors [1] - The company’s gross profit margin has improved despite the decrease in revenue recognition, indicating strong performance in investment properties [1][4] Financial Performance Summary - For the first three quarters, the company achieved operating revenue of 51.563 billion yuan, a year-on-year decrease of 27.7%, and a net profit attributable to shareholders of 1.455 billion yuan [1][3] - The company’s total assets as of the end of 2023 are projected to be 323.686 billion yuan, with a total liability of 236.341 billion yuan [6] - The forecasted net profit for 2024-2026 is expected to be 1.177 billion yuan, 1.671 billion yuan, and 2.161 billion yuan respectively, with corresponding EPS of 0.52 yuan, 0.74 yuan, and 0.96 yuan [1][5] Rental Property Performance - The company has 167 rental properties, with a total rentable area of 9.274 million square meters, and an overall occupancy rate of 97.65%, which is an increase of 1.61 percentage points year-on-year [4] - The total revenue from commercial operations for the first three quarters was 9.484 billion yuan, reflecting a year-on-year increase of 16.6%, with rental income also increasing by 16.6% to 8.849 billion yuan [4] Sales and Cash Flow - The cumulative sales amount from January to September was 31.833 billion yuan, with a sales area of 4.3151 million square meters, representing declines of 47.11% and 42.72% year-on-year respectively [3] - The company reported a significant decrease in cash flow from operating activities, with a net cash flow of 1.787 billion yuan, down 79.6% year-on-year [2][3]

证券代码：601155 证券简称：新城控股 编号：2024-042 二、以 3 票同意、0票反对、0 票弃权审议通过了《关于公司 2025-2027 年度日 常关联交易预计的议案》。 基于公司业务特点，为了满足公司日常经营需要，董事会同意公司 2025-2027 年间每个年度日常关联交易事项的预计金额不超过 25,600 万元，并对公司 2025- 2027 年度日常关联交易进行总体授权，具体授权如下： 单位：万元 新城控股集团股份有限公司 第四届董事会第四次会议决议公告 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。 新城控股集团股份有限公司（以下简称"公司"、"新城控股"）第四届董事会 第四次会议于 2024 年 10 月 30 日以通讯方式召开。会议应参加董事 5 名，实际参加 董事 5 名，董事王晓松、吕小平和独立董事陈松蹊、陈冬华、徐建东参加会议。董 事长王晓松先生召集并主持本次会议。本次会议的召集、召开及表决程序符合《公 司法》《公司章程》的有关规定。会议审议并通过了如下议案： 一、以 5 票同意、0 票反对、0 ...

证券代码：601155 证券简称：新城控股 公告编号：2024-044 新城控股集团股份有限公司 被担保人：公司合并报表范围内各级子公司（以下简称"子公司"）、合 营公司及联营公司（以下简称"合联营公司"）。 担保金额：截至 2024 年 9 月 30 日，公司对外担保余额为 461.48 亿元， 在公司 2023 年年度股东大会授权范围内。 截至本公告披露日无逾期担保。 对外担保进展公告 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: 特别风险提示：基于房地产行业项目开发特点，公司及控股子公司存在 对外担保总额超过最近一期经审计归属母公司股东净资产 100%以及对资产负债 率超过 70%的公司提供担保的情况。 一、担保情况概述 公司于 2024 年 5 月 29 日召开的 2023 年年度股东大会审议通过了《关于公 司 2024 年度担保计划的议案》，同意公司在 2023 年 12 月 31 日担保余额基础上， 对资产负债率为 70%以上的子公司、资产负债率低于 70%的子公司、资产负债 率为 70%以上的合 ...

证券代码：601155 证券简称：新城控股 编号：2024-043 新城控股集团股份有限公司 关于 2025-2027 年度日常关联交易预计的公告 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。 重要内容提示： 本事项已经公司第四届董事会第四次会议审议批准，无需提交股东大会审议。 公司与关联人的日常关联交易是基于日常经营需要确定的，定价原则合理、 公允，不影响公司的经营及独立性，亦不会对关联方形成依赖。 一、日常关联交易基本情况 （一）日常关联交易履行的审议程序 公司于2024年10月30日召开了第四届董事会第二次独立董事专门会议，会议以 3票同意、0票反对、0票弃权审议通过了《关于公司2025-2027年度日常关联交易预 计的议案》。公司全体独立董事认可交易事项，认为：本次关联交易内容符合公司 业务特点，属于日常经营所需。交易符合商业惯例，遵循了公平、公正、公开的原 则，交易定价公允合理，不存在损害公司股东尤其是中小股东利益的情形，不会对 公司持续经营等产生不利影响。 公司于2024年10月30日召开了第四届董事会第四次会议 ...

Revenue and Profit - Revenue for the third quarter was RMB 17.66 billion, a decrease of 40.16% year-over-year[2] - Net profit attributable to shareholders for the third quarter was RMB 136.43 million, down 31.57% year-over-year[2] - Basic earnings per share for the third quarter were RMB 0.06, a decrease of 33.33% year-over-year[3] - The decrease in revenue was primarily due to reduced income from real estate project deliveries compared to the same period last year[8] - The decrease in net profit was mainly due to reduced gross profit from real estate deliveries[8] - Operating income for the first three quarters of 2024 was 51.56 billion yuan, down from 71.28 billion yuan in the same period of 2023[19] - Net profit for the first three quarters of 2024 was 1.52 billion yuan, down from 2.65 billion yuan in the same period of 2023[21] - Net profit attributable to parent company shareholders decreased to RMB 1.45 billion from RMB 2.48 billion year-over-year[22] - Revenue for the first nine months of 2024 was 1.004 billion yuan, up from 777.441 million yuan in 2023[27] - Net profit for the first nine months of 2024 was 33.617 million yuan, down from 447.170 million yuan in 2023[27] - Comprehensive income totaled 33.617 million yuan, compared to 447.170 million yuan in the same period last year[28] Cash Flow - Net cash flow from operating activities for the year-to-date was RMB 1.78 billion, a decrease of 79.59% year-over-year[2] - Cash flow from operating activities declined to RMB 1.78 billion from RMB 8.73 billion year-over-year[23] - Cash received from sales of goods and services fell to RMB 33.23 billion from RMB 50.61 billion compared to the previous year[23] - Cash flow from investing activities improved to a positive RMB 471.93 million from a negative RMB 615.64 million year-over-year[24] - Cash flow from financing activities showed a net outflow of RMB 4.85 billion, improving from a net outflow of RMB 13.15 billion in the same period last year[24] - Total cash and cash equivalents at the end of the period stood at RMB 10.23 billion, down from RMB 16.53 billion at the end of the previous year[24] - Sales of goods and services received cash of 134,666,239 yuan in the first three quarters of 2024, a decrease of 69.7% compared to 444,823,325 yuan in the same period of 2023[29] - Total cash inflows from operating activities were 156,014,019 yuan in the first three quarters of 2024, down 70.3% from 525,645,341 yuan in the same period of 2023[29] - Net cash flow from operating activities was -364,332,633 yuan in the first three quarters of 2024, compared to -99,708,904 yuan in the same period of 2023[29] - Total cash inflows from investment activities were 10,097,986,649 yuan in the first three quarters of 2024, a decrease of 33.3% from 15,135,285,483 yuan in the same period of 2023[30] - Net cash flow from investment activities was 1,724,393,029 yuan in the first three quarters of 2024, an increase of 13.5% from 1,519,911,007 yuan in the same period of 2023[30] - Total cash inflows from financing activities were 1,860,000,000 yuan in the first three quarters of 2024, a decrease of 4.6% from 1,950,000,000 yuan in the same period of 2023[30] - Net cash flow from financing activities was -1,360,396,238 yuan in the first three quarters of 2024, compared to -1,653,861,281 yuan in the same period of 2023[30] - The ending balance of cash and cash equivalents was 2,200,989 yuan as of September 2024, a decrease of 86.1% from 15,869,510 yuan in the same period of 2023[30] Assets and Liabilities - Total assets as of the end of the third quarter were RMB 342.66 billion, a decrease of 8.41% compared to the end of the previous year[3] - Equity attributable to shareholders as of the end of the third quarter was RMB 61.53 billion, an increase of 2.42% compared to the end of the previous year[3] - The company's monetary funds as of September 30, 2024, are 13,316,771,990, a decrease from 18,971,301,140 at the end of 2023[16] - The company's inventory as of September 30, 2024, is 124,328,670,314, a decrease from 142,506,571,410 at the end of 2023[16] - The company's total current assets as of September 30, 2024, are 185,613,121,441, a decrease from 217,456,544,827 at the end of 2023[16] - The company's long-term equity investments as of September 30, 2024, are 23,687,222,344, a slight decrease from 24,137,884,854 at the end of 2023[16] - The company's investment properties as of September 30, 2024, are 120,595,555,274, an increase from 119,516,000,000 at the end of 2023[16] - Total assets decreased to 342.66 billion yuan from 374.11 billion yuan[17] - Total liabilities decreased to 258.54 billion yuan from 287.71 billion yuan[18] - Short-term borrowings decreased to 681.16 million yuan from 1.26 billion yuan[17] - Contract liabilities decreased to 82.96 billion yuan from 106.09 billion yuan[17] - Long-term borrowings increased to 31.70 billion yuan from 23.49 billion yuan[17] - Equity attributable to owners of the parent company decreased to 61.53 billion yuan from 60.08 billion yuan[18] - Minority interests decreased to 22.59 billion yuan from 26.33 billion yuan[18] - Total assets increased to 97.266 billion yuan from 95.730 billion yuan[25] - Other receivables stood at 88.795 billion yuan, slightly up from 87.079 billion yuan[25] - Long-term equity investments decreased to 6.443 billion yuan from 6.878 billion yuan[25] - Total liabilities rose to 85.470 billion yuan from 83.967 billion yuan[26] - Owner's equity increased to 11.797 billion yuan from 11.763 billion yuan[26] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period is 69,552[9] - Fuyu Development Group holds 1,378,000,000 shares, accounting for 61.09% of the total shares[9] - Changzhou Derun Consulting Management holds 137,800,000 shares, accounting for 6.11% of the total shares[9] - Hong Kong Securities Clearing holds 50,330,867 shares, accounting for 2.23% of the total shares[11] - China Securities Finance holds 27,816,200 shares, accounting for 1.23% of the total shares[11] Operating Costs and Expenses - Operating costs for the first three quarters of 2024 were 41.15 billion yuan, down from 58.27 billion yuan in the same period of 2023[21] - Operating costs decreased to 447.312 million yuan from 551.980 million yuan[27] - Financial expenses increased to 631.515 million yuan from 517.479 million yuan[27] Return on Equity - Weighted average return on equity for the third quarter was 0.22%, a decrease of 0.11 percentage points year-over-year[3] Non-Recurring Items - Non-recurring gains and losses for the third quarter amounted to a net loss of RMB 25.12 million[5] Earnings Per Share - Basic earnings per share dropped to RMB 0.64 from RMB 1.10 compared to the same period last year[22]

重要内容提示： 证券代码：601155 证券简称：新城控股 编号：2024-041 新城控股集团股份有限公司 关于公司控股股东部分股份解质的公告 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。 特此公告。 新城控股集团股份有限公司 董 事 会 二〇二四年十月三十日 公司控股股东富域发展集团有限公司（以下简称"富域发展"）持有本公司 股份为 1,378,000,000 股，占公司总股本的 61.09%。本次质押解除后，富域发展持 有的本公司股份累计质押数量为 411,296,000 股，占其持股数量的比例为 29.85%。 公司于2024年10月29日接到公司控股股东富域发展的通知，富域发展已将其质 押给中国证券金融股份有限公司的公司股份解除质押，具体事项如下： | 股东名称 | 富域发展集团有限公司 | | --- | --- | | 本次解质股份 | 56,000,000 股 | | 占其所持股份比例 | 4.06% | | 占公司总股本比例 | 2.48% | | 解质时间 | 2024 年 10 月 28 日 | | 持 ...