| 证券代码：601588 | 证券简称：北辰实业 | | 公告编号：临 | 2025-017 | | --- | --- | --- | --- | --- | | 债券代码：188461 | 债券简称：21 | 北辰 G1 | | | | 债券代码：185114 | 债券简称：21 | 北辰 G2 | | | | 债券代码：185738 | 债券简称：22 | 北辰 G1 | | | | 债券代码：250684 | 债券简称：23 | 北辰 F1 | | | | 债券代码：254174 | 债券简称：24 | 北辰 F1 | | | 北京北辰实业股份有限公司 关于与控股股东签署日常关联（连）交易框架协议 暨日常关联交易的公告 本公司董事会、全体董事及相关股东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： 是否需要提交股东大会审议：根据《上海证券交易所股票上市规则》和 《香港联合交易所有限公司证券上市规则》相关规定，本公司第十届第二十七次 董事会会议审议通过：本公司拟与控股股东北辰集团签署《日常关联（连）交易 框架协议》，并 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 （股份代號：588） 海外監管公告 本公告乃根據香港聯合交易所有限公司證券上市規則第13.10B條之披露要求而 作出。 以下刊載北京北辰實業股份有限公司（「本公司」）將於二零二五年三月二十七日在 上海證券交易所網頁(www.sse.com.cn)（股票代碼：601588）刊載的公告。以下公 告亦刊載於本公司網頁(www.beijingns.com.cn)。 承董事會命 北京北辰實業股份有限公司 胡浩 執行董事及公司秘書 中國‧北京 二零二五年三月二十六日 於本公告之日，董事會由九名董事組成，當中張杰先生、梁捷女士、楊華森先 生、張文雷女士、胡浩先生及魏明乾先生為執行董事，而周永健博士、甘培忠先 生及錢愛民女士為獨立非執行董事。 北辰实业 2024 年可持续发展暨 ESG 报告 报告说明 北京北辰实业股份有限公司欣然发布第 17 份《企业社会责任报告》/《环境、社会及管治报告》/《可持续发展报告》。 本公 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 胡浩 執行董事及公司秘書 中國‧北京 二零二五年三月二十六日 （股份代號：588） 海外監管公告 本公告乃根據香港聯合交易所有限公司證券上市規則第13.10B條之披露要求而 作出。 以下刊載北京北辰實業股份有限公司（「本公司」）將於二零二五年三月二十七日在 上海證券交易所網頁(www.sse.com.cn)（股票代碼：601588）刊載的公告。以下公 告亦刊載於本公司網頁(www.beijingns.com.cn)。 承董事會命 北京北辰實業股份有限公司 於本公告之日，董事會由九名董事組成，當中張杰先生、梁捷女士、楊華森先 生、張文雷女士、胡浩先生及魏明乾先生為執行董事，而周永健博士、甘培忠先 生及錢愛民女士為獨立非執行董事。 北京北辰实业股份有限公司 2024 年年度报告摘要 公司代码：601588 公司简称：北辰实业 北京北辰实业股份有限公司 2024 年年度报告摘要 1 北京北辰实业股份有限公司 ...

Financial Performance - The company's revenue for the year ended December 31, 2024, was RMB 7,152,407,000, a decrease of 54.5% compared to RMB 15,751,478,000 in 2023[4] - The gross loss for the year was RMB 698,049,000, compared to a gross profit of RMB 3,553,718,000 in the previous year[4] - The operating loss for the year was RMB 2,490,833,000, a significant decline from an operating profit of RMB 1,901,362,000 in 2023[4] - The net loss attributable to ordinary shareholders was RMB 2,992,483,000, compared to a profit of RMB 140,407,000 in the previous year[5] - The basic and diluted loss per share attributable to ordinary shareholders was RMB 88.88, compared to earnings of RMB 4.17 in 2023[5] - The company reported a total comprehensive loss of RMB 3,526,457,000 for the year, compared to a total comprehensive income of RMB 1,003,000 in 2023[6] - The total revenue for the year ended December 31, 2024, was RMB 1,709,164,000, a significant decrease from RMB 9,212,427,000 in 2023, representing an 81.5% decline[23] - The reported segment loss before tax for 2024 was RMB (3,249,183,000), compared to a profit of RMB 1,076,351,000 in 2023, indicating a substantial shift in financial performance[23] Assets and Liabilities - Total assets decreased to RMB 57,619,449,000 from RMB 65,155,827,000, reflecting a decline of approximately 11.8%[8] - Total liabilities decreased to RMB 39,268,837,000 from RMB 42,927,967,000, a reduction of about 8.5%[8] - The company's net assets decreased to RMB 18,350,612,000 from RMB 22,227,860,000, indicating a decline of approximately 17.5%[8] - Total segment assets as of December 31, 2024, amounted to RMB 42,883,165, down from RMB 47,593,167 in 2023[19] - Total segment liabilities decreased to RMB 22,866,101 in 2024 from RMB 25,849,464 in 2023[19] - The company's total liabilities as of December 31, 2024, were RMB 4,664.801 million, reflecting a decrease from the previous year[38] - As of December 31, 2024, the company's equity attributable to ordinary shareholders decreased by 16.68% to RMB 16,283.41 million[89] - The company's total liabilities to total assets ratio increased to 68% as of December 31, 2024, compared to 66% a year earlier[90] Revenue Segments - Real estate development revenue for the year ended December 31, 2024, was RMB 4,010,608, a decrease of 68.9% from RMB 12,904,731 in 2023[15] - The exhibition (including hotels) and commercial properties segment generated revenue of RMB 2,960,768 in 2024, up 11.7% from RMB 2,649,089 in 2023[15] - The adjusted profit before tax for the real estate development segment was a loss of RMB 3,420,167 in 2024, compared to a profit of RMB 588,578 in 2023[17] - The cost of sales for property development was RMB 3,518,346,000 in 2024, down from RMB 9,881,338,000 in 2023, showing a 64.5% reduction[26] - The real estate development segment reported an operating revenue of RMB 4.0106 billion, a decrease of 68.92% year-on-year, with a pre-tax loss of RMB 342.017 million[77] Operational Highlights - The company hosted 2,243 events in its venues and hotels during the reporting period, a year-on-year increase of approximately 1.9%, with major events totaling 71 and attracting 5.8625 million visitors, a growth of about 20.6%[54] - The company has maintained a leading position in the exhibition venue management sector, with self-owned venues including the National Conference Center and the Beijing International Conference Center, and has expanded light-asset management across 32 cities[47] - The company successfully organized the first ICCA global venue forum and launched the first international certification project for the exhibition industry in China, marking a milestone in professional qualification recognition[60] - The company is actively promoting asset integration and developing rental sales strategies to revitalize existing commercial assets[84] - The company is focusing on enhancing operational service capabilities while innovating business development models in the exhibition and commercial property sectors[86] Strategic Initiatives - The company aims to enhance its operational capabilities through digital transformation and regional innovation cooperation, promoting synergy between its exhibition and real estate sectors[52] - The company plans to enhance its exhibition (including hotel) and commercial property segments, focusing on the development of a first-class exhibition brand and expanding related business areas[81] - The company is addressing talent shortages by implementing a "big talent" strategy to attract and cultivate high-quality professionals[88] - The company is committed to accelerating the de-inventory process and ensuring cash flow safety through various measures[84] - The company aims to achieve a sales area of 463,100 square meters and a contract signing amount (including parking spaces) of RMB 5.51 billion in 2025[86] Market Conditions - In 2024, the national real estate market saw a significant decline in transaction volume, with the total sales area of commercial residential properties dropping by 14.1% year-on-year to 814.5 million square meters, and sales revenue decreasing by 17.6% to RMB 848.64 billion[51] - The hotel sector has faced challenges due to weakened business demand and intense price competition, leading to a decline in occupancy rates and average room prices[50] - The company anticipates broader development opportunities in the exhibition, hotel, and commercial property sectors due to government policies promoting economic growth[78] - The company will adjust real estate policies based on market supply and demand changes to better meet housing needs[79] Governance and Compliance - The company fully complied with the corporate governance code as per the Hong Kong Stock Exchange listing rules during the year[97] - The audit committee, consisting of three independent non-executive directors, reviewed the company's financial reporting procedures and risk management systems[99]

Core Viewpoint - Beijing North Star Industrial Co., Ltd. has released its 2024 Sustainable Development and ESG Report, emphasizing its commitment to environmental, social, and governance (ESG) issues, and showcasing its sustainable development philosophy and performance [1][2]. Group 1: Company Overview - The main business of North Star Industrial includes real estate development, exhibition (including hotels), and commercial properties, with a focus on multi-regional and multi-level national development [2][3]. - The company has established a nationwide development layout involving residential, commercial, and mixed-use properties across 15 core cities, including Beijing-Tianjin-Hebei and the Guangdong-Hong Kong-Macau Greater Bay Area [2][3]. Group 2: ESG Management - North Star Industrial has integrated ESG principles into its corporate vision, mission, and core values, establishing a comprehensive ESG management framework and supervision system [3][4]. - The company has formed a "Carbon Peak and Carbon Neutrality Working Group" to coordinate and implement specific carbon reduction initiatives, aiming to fulfill national carbon neutrality goals [5]. Group 3: Key Performance Indicators - The report includes key performance indicators related to environmental impact, social responsibility, and governance, with a focus on quantifiable targets for reducing emissions and energy consumption [1][2]. - North Star Industrial has set specific goals for reducing carbon emissions and has implemented measures to enhance energy efficiency, such as upgrading old energy-consuming equipment and adopting advanced technologies [5]. Group 4: Community Engagement and Social Responsibility - The company actively participates in social responsibility initiatives, including rural revitalization efforts and community engagement, aiming to enhance the well-being of local communities [4][5]. - North Star Industrial emphasizes the importance of stakeholder communication and has established various channels to engage with stakeholders, ensuring their expectations are met [4].

二、董事会关于本年度未进行现金分红的说明 《章程》《股东分红回报规划》有关利润分配的规定，公司 2024 年 度不具备现金分红的条件。公司留存的未分配利润将用于补充营运资 金及增加项目储备等资金用途，以保障公司稳健经营。 为长远保障广大投资者利益，公司董事会将继续督促公司经营管 理层积极谋划经营发展，稳步提升经营效率和盈利能力，多措并举推 动公司高质量发展，积极回报广大投资者。 北辰实业: 北辰实业2024年年度利润分配方案公告 证券代码：601588 证券简称：北 辰 实 业 公告编号：临 2025-014 北京北辰实业股份有限公司 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： 经中兴华会计师事务所（特殊普通合伙）审计，公司 2024 年年度 归属于上市公司普通股股东的净利润为人民币-2,827,464,028 元，按 母公司报表净利润提取 10%法定盈余公积金人民币 83,108,939 元，截 至 2024 年末母公司未分配利润人民币 3,141,043,827 元。鉴于公司 《章程》《股东分红回报规划 ...

北辰实业: 北辰实业第十届第五次监事会决议公告 证券代码：601588 证券简称：北 辰 实 业 公告编号：临 2025-009 债券代码：254174 债券简称：24 北辰 F1 北京北辰实业股份有限公司 第十届第五次监事会决议公告 本公司监事会及全体监事保证本报告内容不存在任何虚假记载、误导性陈述 或重大遗漏，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。 北京北辰实业股份有限公司（以下简称"本公司"）第十届监事 会第五次会议于 2025 年 3 月 26 日（星期三）上午 11:00 在北京市朝阳 区北辰东路 8 号汇欣大厦 A 座 12 层第一会议室召开。本次会议应出席 监事 3 名，实到监事 3 名，经共同推举，会议由杜艳主持。本次会议 的召开符合公司章程及有关法律法规的相关规定。 会议一致通过决议如下： 一、以3票赞成，0票反对，0票弃权，批准本公司《2024年度监 事会报告》（详见附件）。 本议案需提交本公司 2024 年年度股东大会审议通过。 五、以3票赞成，0票反对，0票弃权，批准本公司《2024年度可 持续发展暨ESG报告》。（详见本公司于上海证券交易所网站刊登的 公告） 本议案需 ...

Core Viewpoint - Beijing Beichen Industrial Co., Ltd. plans to propose to the shareholders' meeting to authorize the board of directors to approve guarantees for subsidiaries and associated companies, with a total guarantee amount not exceeding RMB 25.5 billion [1][2]. Summary by Sections Guarantee Overview - The company intends to provide guarantees to meet financing and operational needs, with a total guarantee amount expected to not exceed RMB 25.5 billion, excluding temporary guarantees for homebuyers [2]. - The breakdown of the guarantee amount includes: - Up to RMB 17 billion for wholly-owned subsidiaries, with RMB 10 billion for those with an asset-liability ratio below 70% and RMB 7 billion for those above [2]. - Up to RMB 1 billion for controlling companies, all for those with an asset-liability ratio above 70% [2]. - Up to RMB 1.5 billion for associated companies, all for those with an asset-liability ratio above 70% [2]. - Up to RMB 6 billion for guarantees provided by subsidiaries to the company [2]. Internal Decision-Making Process - The board of directors approved the guarantee amount proposal with unanimous consent during the meeting held on March 26, 2025, and it will be submitted for approval at the 2024 annual shareholders' meeting [3][4]. Guarantee Agreement Details - The planned guarantees are subject to bank or relevant institution approval, and the signing time will depend on the actual contracts [8]. Cumulative External Guarantees - As of the reporting period, the total external guarantees provided by the company and its subsidiaries amounted to RMB 2.809 billion, accounting for 28.96% of the company's audited net assets for 2024, with no overdue guarantees reported [10].

Core Viewpoint - The company has announced a valuation enhancement plan due to its stock price being below the audited net asset value per share for 12 consecutive months, aiming to improve investment value and protect stakeholders' rights [1][2]. Summary by Sections Valuation Enhancement Plan Trigger and Review Process - The plan was triggered as the closing price of the company's stock was below the audited net asset value per share, which was 3.80 CNY from January 1, 2024, to March 21, 2024, and 3.82 CNY from March 22, 2024, to December 31, 2024 [2]. Specific Content of the Valuation Enhancement Plan - The company will focus on its core business to promote high-quality development, emphasizing strategic leadership, resource integration, and collaboration among enterprises [2][3]. Exhibition Business Sector - The company aims to strengthen its exhibition business by establishing a leading brand and enhancing cooperation with international organizations and government agencies to increase the number of government and international exhibitions [3][4]. Commercial Property Sector - The company will innovate in commercial property management, focusing on office buildings, apartments, and commercial parks, while enhancing operational efficiency and exploring new consumption models [4][5]. Real Estate Development Sector - The company plans to accelerate fund recovery, manage cash flow, and transition from traditional real estate development to high-quality, service-oriented development [5]. Diversified Financing System - The company has raised over 100 billion CNY through various financing channels since its listing, which supports its business expansion and strategic transformation [5][6]. Strategic Cooperation - The company emphasizes strategic partnerships with financial institutions and industry leaders to enhance resource sharing and operational efficiency [6][7]. Mergers and Acquisitions - The company will explore M&A opportunities to optimize resource allocation and enhance the exhibition industry chain, aiming for high-end, digital, and green development [7][8]. Cash Dividends and Shareholder Returns - The company has maintained a cash dividend ratio of over 30% for the past decade and aims to balance operational development with shareholder returns [8][9]. Shareholder Buybacks and Market Value Stability - The company is implementing a share buyback plan to stabilize its market value and enhance investor confidence [9][10]. Information Disclosure Quality - The company has received an A rating for information disclosure for four consecutive years and aims to enhance transparency and communication with investors [9][10]. ESG Governance - The company is building an ESG-brand-value ecosystem to enhance brand value and capital recognition through responsible practices [10][11]. Investor Relations Management - The company has established multiple communication channels with investors to foster trust and enhance its capital market image [11][12]. Corporate Governance - The company is committed to improving its governance structure and internal controls to ensure compliance with regulations and enhance decision-making effectiveness [12][13].

Core Viewpoint - The internal control evaluation report of Beijing Beichen Industrial Co., Ltd. for the year 2024 indicates that the company has maintained effective internal controls over financial reporting and has not identified any significant deficiencies in both financial and non-financial internal controls as of December 31, 2024 [1][2][3]. Internal Control Evaluation Conclusion - The company has confirmed that there are no significant deficiencies in financial reporting internal controls as of the evaluation date [2][3]. - There are also no significant deficiencies identified in non-financial reporting internal controls [2][3]. - The evaluation period did not experience any factors that would affect the conclusion of internal control effectiveness [2][3]. Internal Control Evaluation Work - The evaluation covered all major units, businesses, and high-risk areas, with 100% of the total assets and operating income included in the evaluation scope [3]. - The evaluation encompassed five key components: internal environment, risk assessment, control activities, information and communication, and internal supervision [3]. Internal Control Deficiency Recognition Standards - The company has established quantitative and qualitative standards for recognizing deficiencies in financial reporting internal controls, with specific thresholds for major, important, and general deficiencies based on pre-tax profit [4][5]. - Qualitative standards for deficiencies include criteria for major and important deficiencies, focusing on the potential impact on financial reporting and operational effectiveness [4][5][6]. Internal Control Deficiency and Rectification Status - During the reporting period, the company did not identify any major or important deficiencies in financial reporting internal controls [6][9]. - General deficiencies were noted in operational management and compliance with internal procedures, but these did not significantly impact the overall effectiveness of the internal control system [10]. - The company has developed rectification plans and measures to address identified deficiencies, aiming for substantial progress by the end of 2025 [10][11]. Other Significant Internal Control Matters - The company has assigned responsibility for rectification of identified deficiencies and is implementing targeted follow-up checks to ensure compliance with corrective measures [11]. - The internal control system's effective operation has validated the design and operational effectiveness of the internal control framework [11].