金科地产集团股份有限公司 关于注销已回购股份的减资公告 证券简称：*ST 金科 证券代码：000656 公告编号：2025-129 号 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 一、注销回购股份的原因及内容 金科地产集团股份有限公司（以下简称"公司"）分别于 2025 年 9 月 30 日及 10 月 16 日召开第十一届董事会第五十九次会议及 2025 年第三次临时股东 大会，审议通过了《关于注销公司已回购股份暨注册资本变更的议案》，同意公 司将 39 名不符合解锁条件的激励对象已获授权但尚未解锁的合计 829 万股限制 性股票予以注销；同意公司将已回购的社会公众股 3,706 万股股份予以注销。 公司拟对前述总计 4,535 万股已回购股份予以注销。上述公司已回购股份注 销后，公司总股本将由 10,634,081,632 股变更为 10,588,731,632 股，则公司注 册资本亦减少至 10,588,731,632 元。 | 股份类型 | 本次变动前 | | 本次变动 | 本次变动后 | | | --- | --- | --- | --- | - ...

Core Viewpoint - The restructuring of Jinke has led to a significant shift in control, with founder Huang Hongyun losing his influence and the company transitioning from a family-run business to a more diversified board structure [1][2][3] Group 1: Company Restructuring - Jinke's new board consists of nine members, with only one original member remaining, indicating a complete overhaul of the company's leadership [1] - The new chairman, Guo Wei, has a background in real estate and has previously managed distressed assets, suggesting a focus on revitalizing Jinke's projects [1][3] - Jinke successfully cleared 1.47 trillion yuan in debt through bankruptcy restructuring, but still has a significant inventory of 89.355 billion yuan as of June 2023 [1][3] Group 2: Huang Hongyun's Loss of Control - Huang Hongyun voluntarily relinquished control of Jinke, transitioning from a controlling shareholder to a minority stakeholder with a reduced shareholding from 14.51% to 7.28% [2][3][6] - The choice of bankruptcy restructuring over traditional debt restructuring reflects the severity of Jinke's financial situation, with a negative net asset value of -36.2 billion yuan as of June 2023 [6][7] - Huang's decision to step back was influenced by the need to separate personal financial risks from the company's liabilities, as his shares were heavily pledged and at risk of forced liquidation [6][7]

Core Viewpoint - The real estate industry is accelerating financing through various channels such as credit bonds, overseas bonds, and asset securitization to address year-end debt maturity pressures and prepare for future development amid increased supply of quality land parcels [1][3][10]. Financing Trends - In September, the total bond financing in the real estate sector reached 561 billion yuan, marking a year-on-year increase of 31%, with credit bond financing alone amounting to 322 billion yuan, a significant year-on-year growth of 89.5% [3][9]. - The average issuance term for credit bonds in September was 3.65 years, indicating a trend towards longer financing terms, which helps optimize debt structure and alleviate short-term repayment pressures [7]. Company Financing Activities - Several companies are actively issuing bonds, including China Merchants Shekou with a planned issuance of 40 billion yuan at a coupon rate of 1.90%, and China Vanke with a bond issuance of up to 24 billion yuan [6][8]. - Notable issuances include Beijing Urban Construction Group's successful issuance of 18 billion yuan in medium-term notes and Poly Developments' 150 billion yuan bond application accepted by the Shanghai Stock Exchange [6][8]. Challenges in Sales and Cash Flow - Despite the positive financing trends, real estate companies face significant challenges in sales, with a reported 8.4% year-on-year decline in funds received by real estate developers from January to September, particularly in deposits and pre-sales [9][10]. - The ongoing sluggish sales market continues to exert pressure on the overall cash flow of real estate companies, making it crucial for them to balance external financing with internal cash generation [10]. Debt Restructuring Progress - Some distressed real estate companies have made substantial progress in debt restructuring, with over 75% of creditors approving restructuring plans for companies like Longfor Group and Sunac China [8].

Core Insights - Recent debt restructuring efforts by troubled real estate companies have gained momentum, with significant plans announced by CIFI, Sunac, and Jinke [1][2][3] Group 1: Debt Restructuring Plans - CIFI announced a debt restructuring plan involving mandatory convertible bonds, shareholder loans, and a long-term equity incentive plan, pending approval at a special shareholders' meeting on October 31 [1] - Sunac reported that 94.5% of its creditors agreed to its second round of overseas restructuring, with a court hearing scheduled for November 5 [1] - Jinke has signed a trust contract for bankruptcy restructuring, marking a significant step in its debt repayment mechanism, with a major investor becoming the largest shareholder after injecting 2.628 billion [1] Group 2: Debt-to-Equity Conversion - All three companies are utilizing debt-to-equity swaps as a key method for debt reduction, which involves issuing new shares to convert debt into equity, thereby increasing the company's capital base [1] - Jinke's restructuring plan includes cash payments for small creditors, stock conversions, and trust benefit rights, with recovery rates heavily dependent on stock price fluctuations [2][4] - Sunac's plan allows for debt conversion at different stock prices, with potential recovery rates significantly influenced by future stock performance [3] Group 3: Shareholder Control and Incentives - The restructuring plans ensure that the controlling shareholders maintain their positions, aligning their interests with those of creditors and minority shareholders [5][6] - Jinke's restructuring investors will hold nearly 30% of the company and have significant board representation, ensuring control over the company's direction [5] - Sunac's plan includes a "stability plan" to maintain shareholder control, while CIFI's plan incorporates a long-term incentive program for management to align interests with creditors [6][7]

Core Viewpoint - The regulatory scrutiny in the capital markets has intensified, with multiple listed companies being investigated for information disclosure violations, highlighting a "zero tolerance" approach from regulators [1][2][5][6] Group 1: Company Investigations - Baiyin Nonferrous Metals received a notice of investigation from the CSRC for suspected information disclosure violations [1] - Jinke Properties' actual controller and major shareholder received a notice from the CSRC due to undisclosed stock reductions and failure to report changes in equity [1] - Huizhou Technology's president is under investigation for insider trading shortly after reporting a 35.74% increase in net profit [2] - Hongtian Co. delayed disclosing related party transactions, leading to an investigation by the CSRC [3] - Shandong Ruyi Woolen Garment Group was investigated for previous information disclosure issues and inaccuracies in financial reporting [5] - Xiamen Road and Bridge Information Co. was investigated for significant internal control deficiencies in financial reporting [6] Group 2: Regulatory Environment - The new Securities Law and the deepening of the registration system reform are pushing regulators to enforce stricter compliance, compelling companies to operate more transparently [6] - The importance of timely and accurate information disclosure is emphasized as a critical bridge between listed companies and investors [6]

Core Viewpoint - Jinke Co., Ltd. has completed its bankruptcy restructuring plan involving a debt scale of 147 billion yuan and over 8,400 creditors, marking a new phase for the company with a newly elected board of directors and management team [2][3] Management Changes - The new management team includes Guo Wei as Chairman, President, and Deputy Secretary of the Party Committee, Wang Xiaoqing as Vice Chairman, and Zhou Da as Co-President, indicating a diverse and professional background in real estate development, asset management, and equity investment [3][4] - The board of directors consists of both independent and non-independent members, with a focus on strategic resource reallocation through partnerships with various investment entities [3][5] Strategic Direction - Jinke has set up four major business segments post-restructuring: investment management, development services, operational management, and special assets, aiming to innovate and find new growth opportunities [7] - The restructuring is seen as a necessary step to unload historical burdens and align the new management's capabilities with the company's focus on special asset management [7] Key Appointments - Ma Weihua has been appointed as Party Secretary and Honorary Chairman, while Feng Lun will serve as the Chairman of the Expert Advisory Committee, both bringing significant industry experience to support the company's strategic management [6][7] - The involvement of these key figures is expected to enhance the company's ability to convert external capital and resources into actual performance [6] Market Context - Jinke is positioned to become the first publicly listed real estate company in China to resolve over 100 billion yuan in debt through judicial restructuring, highlighting its unique market position [3][5] - The new management faces challenges in revitalizing existing assets and balancing traditional development with emerging operational management amidst a still-adjusting real estate market [7]

Core Viewpoint - Kins Technology Co., Ltd. has officially completed its twelfth board of directors election on October 16, marking a new phase after its bankruptcy restructuring plan involving a debt scale of 147 billion yuan and over 8,400 creditors [1][2]. Group 1: Management Changes - The new management team includes Guo Wei as Chairman, President, and Deputy Secretary of the Party Committee, Wang Xiaoqing as Vice Chairman, and Zhou Da as Co-President [1][4]. - The board consists of experienced professionals from various fields such as real estate development, asset management, and equity investment, indicating a diversified and specialized structure [5][9]. - Guo Wei, the new leader, has extensive experience in complex asset disposal, which will support the company's business development [6][9]. Group 2: Strategic Restructuring - Kins Technology is the first publicly listed real estate company in China to resolve over 100 billion yuan in debt through judicial restructuring [3]. - The new board and management team aim to implement a strategic transformation, focusing on four major business segments: investment management, development services, operational management, and special assets [9]. - The restructuring process involves collaboration with strategic investors, including Shanghai Pinqi and China Great Wall Asset, to reallocate resources effectively [6][9]. Group 3: Key Appointments - Ma Weihua has been appointed as the Party Secretary and Honorary Chairman, while Feng Lun will serve as the Chairman of the Expert Advisory Committee [8]. - Both Ma Weihua and Feng Lun bring significant industry experience and management capabilities, which are expected to guide the company's strategic direction and operational performance [8][9]. Group 4: Market Challenges - The new management faces the challenge of revitalizing existing assets and balancing traditional development with emerging operational management amidst a still-adjusting real estate market [9].

Core Points - *ST Jinke announced the successful election of 9 board candidates during the third extraordinary shareholders' meeting for 2025, with Guo Wei appointed as chairman and president [2][3] - The new chairman Guo Wei has extensive experience in the real estate sector, having held various senior positions at Vanke Group and Xincheng Holdings [3] Group 1 - The board of directors was re-elected, with Guo Wei taking on the roles of chairman, president, and deputy secretary of the party committee [2] - Other key appointments include Wang Xiaoqing as vice chairman, Zhou Da as co-president, and Li Gen as executive vice president [2] - Ma Weihua was appointed as the party secretary and honorary chairman, while Feng Lun was named the chairman of the expert advisory committee [3] Group 2 - Guo Wei, born in 1976, has held significant roles in various real estate companies, including Vanke Group and Xincheng Holdings, showcasing a strong background in the industry [3] - Ma Weihua, the new honorary chairman, has previously served as the executive director and CEO of China Merchants Bank and holds multiple positions in various organizations [3]

Core Viewpoint - Jinke Co., Ltd. held its third extraordinary shareholders' meeting for 2025 on October 16, completing the election of the 12th Board of Directors [1] Group 1: Board Restructuring - Guo Wei was appointed as the Chairman, President, and Deputy Secretary of the Party Committee of Jinke Co., Ltd. [1] - Wang Xiaoqing was appointed as the Vice Chairman [1] - Zhou Da was appointed as Co-President [1] - Li Gen was appointed as the Executive Vice President [1] - Zhang Yong was appointed as the full-time Deputy Secretary of the Party Committee [1] - Yang Peng was appointed as the Secretary of the Board [1] - He Ge Ping was appointed as the Financial Responsible Person [1] Group 2: Honorary Positions - Ma Weihua was appointed as the Party Secretary and Honorary Chairman of Jinke Co., Ltd. [1] - Jinke Co., Ltd. appointed Feng Lun as the Chairman of the Expert Advisory Committee [1]

Core Viewpoint - *ST Jinke has successfully completed the election of its new board of directors and appointed new leadership, marking a significant step in its restructuring process after facing financial difficulties [1][3][6]. Group 1: Board Restructuring - On October 16, *ST Jinke held an extraordinary shareholders' meeting to modify several proposals, including the rules for board meetings, and successfully completed the board re-election [1]. - Guo Wei was elected as the new chairman and president, while Feng Lun was appointed as the chairman of the expert advisory committee, and Ma Weihua was named honorary chairman [1][3]. - The newly elected board includes candidates nominated by shareholders, with Guo Wei, Wang Xiaoqing, Li Gen, Li Liang, Shi Hao, and Zhang Yong as non-independent directors, and Feng Ping, Zhang Yi, and Sun Xia as independent directors [1]. Group 2: New Leadership Profiles - Guo Wei, born in October 1976, has held various senior positions in Vanke Group and Xincheng Holdings, showcasing extensive experience in the real estate sector [3]. - Zhang Yong, a long-time employee of *ST Jinke, has held multiple managerial roles within the company, contributing to its operations and governance [4]. Group 3: Financial Challenges and Restructuring - *ST Jinke was once the largest real estate company in Southwest China, achieving sales of approximately 184 billion yuan in 2021, but faced severe financial difficulties after a default on a $325 million bond in 2022 [6]. - The company reported cumulative losses exceeding 60 billion yuan from 2022 to 2024, leading to a restructuring process initiated in May 2023 [6][7]. - A total of 2.628 billion yuan was injected into the restructuring by various investors, with the restructuring plan approved by the Chongqing Intermediate People's Court in April 2024 [7][8]. Group 4: Share Capital Changes - Following the restructuring, *ST Jinke's total share capital increased from 5.34 billion shares to 10.634 billion shares after the completion of the share transfer process [8].