关于公司控股股东的一致行动人 增持公司股份计划实施完成的公告 增持计划增持主体保证向本公司提供的信息内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与增持计划增持主体提供的信息一 致。 证券代码：000046 证券简称：*ST 泛海 公告编号：2023-151 泛海控股股份有限公司 2023 年 8 月 9 日，公司收到华馨资本、通海置业发来的《关于 增持公司股份计划实施完成的告知函》，截至 2023 年 8 月 9 日，上 述增持计划期限届满，增持计划已实施完成，具体增持情况如下： | 增持 | 增持前 | | 已增持金额 | 已增持股份 | 增持后 | | | --- | --- | --- | --- | --- | --- | --- | | 主体 | 持股数量（股） | 占公司总股 | （元） | 数量（股） | 持股数量（股） | 占公司总股 | | | | 本的比例 | | | | 本的比例 | | 华馨 资本 | 0 | 0.0000% | 5,020,450 | 5,239,100 | 5,239,100 | 0.1008% | | 通海 置业 ...

证券代码：000046 证券简称：*ST 泛海 公告编号：2023-152 泛海控股股份有限公司 关于公司控股股东的一致行动人 计划增持公司股份的公告 增持计划增持主体保证向本公司提供的信息内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 于计划增持泛海控股股份的告知函》。现将有关情况公告如下： 一、计划增持主体的基本情况 | （一）本次计划增持主体及其持有公司股份数量情况如下： | | --- | 本公司及董事会全体成员保证公告内容与增持计划增持主体提供的信息一 致。 特别提示： 公司控股股东中国泛海控股集团有限公司（以下简称"中国泛 海"）的一致行动人通海投资集团有限公司、华馨资本投资管理有限 公司、通海置业投资管理有限公司、通海股权投资股份有限公司、同 和睿海（北京）企业管理有限公司、同和悦海（天津）企业管理有限 公司、同和晟海（青岛）投资有限公司、北京东风星火置业有限公司、 泛海园艺技术工程有限公司、北京东方绿洲体育休闲中心有限公司 （与上述主体合称"本次计划增持主体"）计划自 2023 年 8 月 10 日 起（含 2023 年 8 月 10 日）4 个月内通过二级市场集中竞价的方式增 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥1,712,167,214.05, a decrease of 25.03% compared to ¥2,283,805,277.13 in the same period last year[8] - The net profit attributable to shareholders was -¥1,307,800,923.63, representing a decline of 63.97% from -¥797,593,150.48 year-on-year[8] - The net cash flow from operating activities was -¥96,797,173.53, a significant decrease of 673.10% compared to -¥12,520,688.11 in the previous year[8] - The basic and diluted earnings per share were both -¥0.2517, a decrease of 63.97% from -¥0.1535 in the same period last year[8] - Net profit for Q1 2023 was a loss of CNY 1,436,639,469.23, compared to a loss of CNY 952,716,774.94 in Q1 2022, representing an increase in loss of approximately 50.8%[33] - The total operating costs for Q1 2023 were CNY 2,423,108,471.84, down 24.8% from CNY 3,218,990,431.31 in the previous year[31] Assets and Liabilities - The total assets at the end of the reporting period were ¥101,201,900,934.29, down 3.79% from ¥105,190,416,544.04 at the end of the previous year[8] - The company's total liabilities decreased to CNY 102,464,474,268.43 from CNY 104,296,042,410.69 at the beginning of the year, a reduction of about 1.8%[29] - The company's non-current assets totaled RMB 37.80 billion, down from RMB 39.04 billion, reflecting a decrease of about 3.2%[27] - The company's total current liabilities rose to RMB 18.67 billion, compared to RMB 17.73 billion at the beginning of the year, indicating an increase of about 5.3%[27] Cash Flow - The company's cash and cash equivalents decreased to RMB 1.40 billion from RMB 2.53 billion, representing a decline of about 44.7%[26] - The net cash flow from operating activities for Q1 2023 was -96,797,173.53 CNY, compared to -12,520,688.11 CNY in the same period last year, indicating a decline in operational cash flow[35] - Total cash inflow from operating activities was 2,058,184,671.47 CNY, down from 2,203,972,934.20 CNY year-over-year[35] - Cash outflow from operating activities totaled 2,154,981,845.00 CNY, slightly decreased from 2,216,493,622.31 CNY in the previous year[35] - The net cash flow from investing activities was -344,323,460.52 CNY, worsening from -154,299,559.47 CNY in the prior year[36] - The net cash flow from financing activities was -864,266,014.42 CNY, compared to -108,452,751.29 CNY in the same quarter last year[36] Shareholder Information - The equity attributable to shareholders was -¥6,559,552,478.49, a decrease of 20.08% from -¥5,462,437,447.62 at the end of the previous year[8] - The company had a total of 78,483 common shareholders at the end of the reporting period[16] Investment and Expenses - The company reported a significant increase in financial expenses, totaling ¥685,181,631.28, down 29.42% from ¥970,840,918.46 year-on-year, primarily due to overdue loan penalties being classified as non-operating expenses[14] - The company experienced a 181.53% decline in investment income, reporting -¥225,635,402.45 compared to ¥276,742,905.48 in the previous year, mainly due to significant losses from the disposal of equity in joint ventures[14] - Non-operating expenses increased by 125.47% to ¥560,613,349.40, primarily due to an increase in loan default penalties[14] Restructuring and Strategic Changes - The company is undergoing a restructuring process initiated by Beijing Shihua Asset Management Co., citing inability to repay debts and lack of solvency, with the court's pre-restructuring decision already in place[22] - The company has received a notice regarding the application for restructuring, indicating potential strategic shifts in operations moving forward[22] - The company has auctioned off 347,066.67 million shares of Minsheng Securities for RMB 9.10 billion, pending approval from the China Securities Regulatory Commission[21]

Financial Performance - Total revenue for 2022 was ¥13,070,560,026.25, a decrease of 12.41% compared to ¥14,922,802,783.79 in 2021[24]. - Net profit attributable to shareholders was -¥11,536,525,603.63, a decline of 2.51% from -¥11,254,511,485.01 in the previous year[24]. - The net cash flow from operating activities was ¥574,847,178.26, down 94.59% from ¥10,625,318,974.25 in 2021[24]. - Total assets at the end of 2022 were ¥105,190,416,544.04, a decrease of 4.59% from ¥110,245,216,017.22 in 2021[24]. - The company's net assets attributable to shareholders were -¥5,462,437,447.62, representing a decline of 194.43% from ¥5,784,797,020.53 in 2021[24]. - The basic earnings per share for 2022 was -¥2.2202, compared to -¥2.1659 in 2021[24]. - The weighted average return on equity was -6490.59%, a significant drop from -101.29% in the previous year[24]. - The company reported a net loss of -¥6,081,658,836.27 from non-operating activities in 2022[31]. - Total revenue for 2022 was approximately ¥13.07 billion, a decrease of 12.41% compared to ¥14.92 billion in 2021[66]. - The company’s financial liabilities decreased from approximately 118.2 billion yuan at the end of 2018 to about 51.1 billion yuan at the end of 2022, showing a significant reduction in debt[40]. Corporate Governance - The company has established an independent financial accounting department and a standardized financial accounting system, enabling it to make independent financial decisions[122]. - The company has a complete corporate governance structure, with distinct roles for the shareholders' meeting, board of directors, supervisory board, and management team[122]. - The company has committed to managing property operations for projects developed by its controlling shareholder, further mitigating potential competition[124]. - The company has successfully implemented measures to ensure that its business operations are independent from those of its controlling shareholder, including a complete business system and processes[122]. - The company’s controlling shareholder has adhered to commitments made during previous stock issuances to avoid competition, ensuring compliance with regulatory requirements[124]. - The company’s governance and operational independence are designed to enhance its market competitiveness and protect shareholder interests[122]. Risk Management - The company has undergone a strategic transformation from a real estate company to a diversified holding company covering finance and real estate since 2014[20]. - The company is focusing on asset disposal, debt reduction, and risk resolution to improve operational stability and liquidity[40]. - The company’s debt risk management remains a priority, with efforts to negotiate debt extensions and improve cash flow through operational efficiency[48]. - The company is facing unprecedented pressure and challenges, with a bankruptcy reorganization application filed by creditors in April 2023[110]. - The company aims to systematically resolve debt risks and improve liquidity, recognizing the significant impact of debt pressure on operations[111]. - The company is committed to strengthening risk management practices to address financing and litigation risks effectively[120]. Strategic Initiatives - The company is actively seeking strategic partnerships to improve its financial situation and has engaged with multiple potential investors regarding its financial and real estate assets[47]. - The company aims to enhance its financial service capabilities and continue its strategic transformation towards a comprehensive holding company model[39]. - The company is focusing on optimizing asset disposal and introducing strategic investors to alleviate liquidity issues and improve its balance sheet structure[112]. - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share by 2025[149]. - The company is investing 500 million RMB in research and development for new technologies over the next two years[149]. Operational Highlights - The company has several ongoing projects across different cities, including Beijing, Shenzhen, and Los Angeles, indicating a strategy of market expansion[54]. - The company’s core financial platforms include Minsheng Trust and Asia-Pacific Property Insurance, which are being optimized for better performance[38]. - The financial segment achieved an operating revenue of 5.93 billion CNY, accounting for 45.37% of the company's total revenue[43]. - The real estate segment generated an operating revenue of 7.11 billion CNY, representing 54.40% of the company's total revenue, with a contracted sales amount of 4.14 billion CNY[44]. Management Changes - The company reported a significant management turnover, with multiple appointments and resignations occurring throughout 2022 and early 2023[136][139]. - The company’s board of directors and supervisory board have undergone several changes, reflecting a strategic shift in management[140][144]. - The management changes are aimed at aligning the company’s leadership with its strategic objectives and operational needs[142]. Compliance and Legal Matters - The company is under legal compliance pressure, with ongoing litigation affecting asset security, and is seeking amicable resolutions to minimize losses[114]. - The company has reiterated its commitment to comply with all relevant regulations and internal management systems regarding shareholder rights and obligations[193]. - The company has not disclosed any unreported administrative penalties or investigations related to illegal activities in real estate during the reporting period[195]. Charity and Community Engagement - The company completed charitable expenditures of 520,000 RMB benefiting over 90 individuals through its charity trust projects[181]. - The company allocated 100,000 RMB to the families of martyrs from the 2020 border conflict as part of its charity initiatives[181]. - Asia-Pacific Property Insurance actively organized various volunteer activities, contributing to community building and ecological protection in 2022[182].

证券代码：000046 证券简称：泛海控股 | --- | --- | --- | |----------------|--------------------------|------------------------------------------------------------------| | | | | | 投资者关系活动 | √ 特定对象调研 | □ 分析师会议 | | 类别 | □ 媒体采访 | □ 业绩说明会 | | | □ 新闻发布会 | □ 路演活动 | | | √ 现场参观 | | | | □ | 其他（请文字说明其他活动内容） | | 参与单位名称及 | CRISIL ：牟美丽 | Aviva ：邴竹君 | | 人员姓名 | Deutsche Bank | ：关宝芝 Eastspring：Yong Hong TAN | | 时间 | 2015 年 9 月 17 | 日上午 9:00 | | 地点 | 公司杭州钱江新城项目现场 | | | 上市公司接待人 | | 浙江泛海建设投资有限公司行政总监吴钧、财务部副经理孙泱等 | | 员姓名 | 公司董事会办公室相关人员 | | | ...

证券代码：000046 证券简称：泛海控股 泛海控股股份有限公司投资者关系活动记录表 | --- | --- | --- | |----------------|------------------------------------------|--------------------------------------------------------------| | | | | | 投资者关系活动 | □ 特定对象调研 | □ 分析师会议 | | 类别 | □ 媒体采访 R | 业绩说明会 | | | □ 新闻发布会 | 路演活动 | | | □ 现场参观 | | | | □ | 其他（请文字说明其他活动内容） | | 参与单位名称及 | | 国泰君安：李品科、张 伟 上海汉尚资产管理：郭艺群 | | 人员姓名 | | 东北证券：黄毅峰 中国人寿养老保险：于 蕾 | | | | 中金投资：朱 军 中银国际证券：陈 奥 | | | 华安基金：席红辉 华泰证券：刘 瑞 | | | | | 南方基金：郑晓溪 国泰君安上海分公司客户：杜 昕 | | | | 国泰君安河南分公司客户：刘献军 国泰君安河南分公司 ...