本项议案详细情况于 2025 年 8 月 9 日在《中国证券报》、《证 券时报》、《上海证券报》、《证券日报》和巨潮资讯网上披露，公 告编号 2025-086。 | 证券代码：000736 | 证券简称：*ST | 中地 公告编号：2025-085 | | --- | --- | --- | | 债券代码：149610 | 债券简称：21 | 中交债 | | 债券代码：148551 | 债券简称：23 | 中交 06 | | 债券代码：134164 | 债券简称：25 | 中交 01 | | 债券代码：133965 | 债券简称：25 | 中交 02 | | 债券代码：134197 | 债券简称：25 | 中交 03 | 中交地产股份有限公司第十届董事会 第六次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导 性陈述或重大遗漏。 中交地产股份有限公司（以下简称"公司"）于 2025 年 8 月 4 日以书面方式发出了召开第十届董事会第六会议的通知，2025 年 8 月 8 日，公司第十届董事会第六次会议以现场结合通讯方式召开，会 议应到董事9人，实到董事9人。本次会议 ...

Core Viewpoint - The real estate industry is undergoing a structural adjustment, with companies shifting from "heavy asset development" to "light asset operation" in response to tightening financing and profit pressures [1][2]. Group 1: Strategic Divestiture - China Communications Real Estate (中交地产) announced a complete divestiture of its loss-making real estate business, focusing instead on property management and asset management, marking a significant shift towards light asset operations [2][3]. - The divested assets are primarily high-debt and cyclical projects, which will alleviate financial pressure and restore net asset safety margins for the company [2][3]. - This strategic move is not merely a reactive measure but a proactive adjustment towards building a sustainable business model, emphasizing the stability and replicability of light asset operations [2][3]. Group 2: Industry Trends - Other real estate companies have also made similar transitions, such as Huayuan Real Estate and Pearl River Shares, indicating a broader industry trend away from heavy asset models due to declining market risk appetite and stricter policy guidance [3]. - Companies that have shifted focus to light asset operations have generally experienced valuation recovery, with property management firms like China Merchants Jinling and Nandu Property showing significantly higher price-to-earnings ratios compared to traditional real estate developers [3]. Group 3: Central Enterprise Value Reassessment - As a subsidiary of China Communications Group, 中交地产 will operate its light asset business under the "China Communications Service" brand, leveraging the central enterprise's resource synergies [4]. - The company is expected to gain more opportunities for managing core assets due to the group's strategic positioning in major cities and transportation sectors [4]. - Unlike private property management firms that often expand in a scattered manner, central enterprise platforms emphasize resource integration, providing a higher starting point for operational space and project development [4]. Group 4: Conclusion - The divestiture of heavy assets is not a retreat but a repositioning for future growth, as companies like 中交地产 actively adjust to provide new valuation paradigms in the capital market [5]. - The transition to light asset operations is expected to improve financial conditions and operational efficiency, while also offering new growth potential for listed platforms [5]. - In the ongoing pursuit of high-quality development in the real estate sector, light asset operation platforms with central enterprise backgrounds and resource integration capabilities will become new focal points in the market [5].

证券代码：000736 证券简称：*ST 中地 公告编号：2025-084 债券代码：149610 债券简称：21 中交债 债券代码：148551 债券简称：23 中交 06 债券代码：134164 债券简称：25 中交 01 债券代码：133965 债券简称：25 中交 02 债券代码：134197 债券简称：25 中交 03 中交地产股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导 性陈述或重大遗漏。 重要内容提示： 作比例以同等条件向武汉嘉秀房地产开发有限公司（以下简称"武汉 嘉秀"）、台州滨交房地产开发有限公司（以下简称"台州滨交"） 提交董事会和股东大会审议。 一、财务资助进展情况概述 （一）简述 按照房地产公司经营惯例及合作约定，公司作为房地产项目公司 股东，与合作方共同为房地产项目公司提供股东借款，满足其日常经 营资金需求，如该房地产项目公司为公司的参股公司或并表但持股未 超过 50%的控股子公司，则上述行为将构成公司对房地产项目公司提 供财务资助。 （二）财务资助基本情况 助不超过 980 万元（到期续借），期限不超过 1 年，年利率 0%。 助合计不 ...

| 证券代码：000736 | 证券简称：*ST | 中地 公告编号：2025-084 | | --- | --- | --- | | 债券代码：149610 | 债券简称：21 | 中交债 | | 债券代码：148551 | 债券简称：23 | 中交 06 | | 债券代码：134164 | 债券简称：25 | 中交 01 | | 债券代码：133965 | 债券简称：25 | 中交 02 | | 债券代码：134197 | 债券简称：25 | 中交 03 | 中交地产股份有限公司 关于为项目公司提供财务资助进展情况的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导 性陈述或重大遗漏。 重要内容提示： 1、中交地产股份有限公司（以下简称"公司"）与合作方按合 作比例以同等条件向武汉嘉秀房地产开发有限公司（以下简称"武汉 嘉秀"）、台州滨交房地产开发有限公司（以下简称"台州滨交"） 2 家项目公司提供财务资助合计不超过 1,785 万元。 2、上述财务资助在公司股东大会审议通过的额度内，不需另行 提交董事会和股东大会审议。 一、财务资助进展情况概述 （一）简述 按照房地产公司 ...

Core Viewpoint - China Communications Real Estate Co., Ltd. (中交地产) is transitioning from heavy asset real estate development to a lighter asset model by transferring its real estate-related assets and liabilities to its controlling shareholder for a nominal price of 1 yuan, aiming to enhance its operational sustainability and mitigate delisting risks [3][5][6]. Group 1: Financial Performance and Strategic Shift - The company has reported continuous losses in its real estate development business, with net profits of 0.34 billion yuan in 2022, -1.611 billion yuan in 2023, and an expected -5.179 billion yuan in 2024, alongside a projected loss of 1.19 billion yuan for the first half of 2025 [5][6]. - As of the end of 2024, the company's consolidated asset-liability ratio stood at 89.75%, with total liabilities of 576.44 billion yuan and short-term debt obligations of 217.24 billion yuan [5][6]. - The asset transfer is expected to improve the company's financial metrics, with net profit projected to rise from -5.179 billion yuan to 0.91 billion yuan post-transaction, while the asset-liability ratio will decrease to 40.17% [6]. Group 2: Business Model Transition - Following the asset transfer, the company plans to focus on lighter asset businesses, including property management and asset operation, which are deemed to have better stability and profitability [7]. - The company aims to acquire 100% of China Communications Property Service Group for nearly 700 million yuan to expand its property management services, which currently cover over 60 cities [7][8]. - Despite the strategic shift, the revenue contribution from lighter asset businesses remains low, with property management revenue at only 7.28 billion yuan, accounting for 3.98% of total revenue in 2024 [8]. Group 3: Industry Context and Future Outlook - The real estate market is expected to experience a long-term contraction in new housing demand, favoring companies with strong financial capabilities and lower debt pressure [9]. - Industry experts suggest that companies entering the lighter asset model must remain vigilant about new risks and conduct thorough strategic research to enhance competitiveness and growth potential [9].

Core Viewpoint - China Communications Real Estate is facing significant financial challenges, with a projected net loss of 1.19 billion yuan for the first half of 2025, an increase of 219 million yuan compared to the same period last year. The company is undergoing structural adjustments and shifting its focus from real estate development to property services in an attempt to stabilize its operations [1][2]. Financial Performance - The company anticipates a net loss of 1.19 billion yuan for the first half of 2025, which is an increase of 219 million yuan from the previous year [2]. - In 2023, the company reported a net loss of 1.673 billion yuan, which further expanded to 5.179 billion yuan in 2024 [2]. - By the end of 2024, the company's net assets turned negative, triggering delisting risk warnings under Shenzhen Stock Exchange regulations [2]. Business Strategy and Adjustments - The new chairman, Guo Zhulong, is implementing structural changes and a transformation strategy, including the divestment of real estate development operations to focus on lighter asset businesses such as property services [1][3]. - The company has reduced its land acquisition scale significantly, with only 97,100 square meters of new land reserves added in 2023, and no new land reserves reported in 2024 [3]. - Internal restructuring has occurred, consolidating 16 city companies into 9 and simplifying management layers from a three-tier to a two-tier system [3]. Revenue and Asset Management - In 2024, the total revenue of China Communications Real Estate was 18.302 billion yuan, a decrease of 44.59% year-on-year, with real estate sales revenue dropping by 46.69% [4]. - The company plans to transfer its real estate development assets and liabilities to its controlling shareholder for a nominal price of 1 yuan, indicating a desperate attempt to stabilize its financial situation [4][5]. - Following the asset transfer, the company's total assets are expected to decrease from 107.698 billion yuan to approximately 2.036 billion yuan, and revenue is projected to drop from 18.302 billion yuan to 1.097 billion yuan [5]. Future Outlook and Challenges - The company is attempting to pivot towards property services, with property management revenue accounting for only 3.98% of total revenue in 2024 [6]. - The acquisition of 100% equity in China Communications Property Service Group for nearly 700 million yuan is aimed at establishing a foundation for future growth in property services [5]. - The transition to a lighter asset model presents new risks and requires careful strategic planning and market analysis to enhance competitiveness and growth potential [6].

Core Viewpoint - China Communications Real Estate is facing significant financial challenges, with a projected net loss of 1.19 billion yuan for the first half of 2025, an increase of 219 million yuan compared to the same period last year. The company is undergoing structural adjustments and a strategic shift towards light asset operations, primarily property services, in an attempt to reverse its losses [1][3][5]. Financial Performance - The company anticipates a net loss of 1.19 billion yuan for the first half of 2025, which is a deterioration of 219 million yuan from the previous year [3]. - Cumulative losses for 2023 and 2024 have reached 6.8 billion yuan, with 2024 alone accounting for a net loss of 5.179 billion yuan [5]. - The total revenue for 2024 was 18.302 billion yuan, a decline of 44.59% year-on-year, with real estate sales revenue dropping by 46.69% [7]. Business Strategy and Adjustments - The new chairman, Guo Zhulong, has initiated a restructuring of the company, reducing the number of city companies from 16 to 9 and streamlining management layers to improve operational efficiency [6][7]. - The company plans to divest its real estate development business, transferring related assets and liabilities to its controlling shareholder for a nominal price of 1 yuan, aiming to reduce its debt ratio significantly [8][9]. - In November 2024, the company announced plans to acquire 100% of China Communications Property Service Group for nearly 700 million yuan, laying the groundwork for its transition to property services [10]. Market Position and Challenges - As of 2024, property management revenue accounted for only 3.98% of total revenue, highlighting the company's limited presence in this sector compared to competitors like New City Holdings and Vanke [11]. - The company faces the critical challenge of increasing revenue and reducing net losses in the second half of 2025, as it transitions to a light asset model [11].

Group 1 - The company *ST Zhongdi has attracted market attention since announcing the divestiture of its real estate business [2] - The company plans to transfer its real estate development assets and liabilities to its controlling shareholder, China Communications Real Estate Group Co., Ltd., for a transaction price of 1 yuan [2][3] - The main reason for the divestiture is the significant pressure from the real estate business, which has adversely affected the company's operating performance [3] Group 2 - In 2022, 2023, and 2024, the company's net profit attributable to the parent was 0.34 billion yuan, -1.611 billion yuan, and -5.179 billion yuan, respectively, indicating a trend of increasing losses [3] - The company's total assets will decrease from 107.698 billion yuan to 2.036 billion yuan post-transaction, while net profit will improve from -5.179 billion yuan to 0.91 billion yuan [4] - The company aims to shift its main business focus from real estate to property services and asset management, with a stable project portfolio and manageable client attrition risk [4][5] Group 3 - The company believes that the real estate development business is cyclical and vulnerable to policy regulation and economic fluctuations, while property management offers more stability and lower risk [5] - The company plans to expand its property management business by focusing on high-end residential areas, financial institutions, and public projects, among others [5] - The transaction price of 1 yuan reflects the financial characteristics of the divested assets, including significant liabilities and negative net assets, rather than a market value assessment [5]

Group 1 - The core point of the article is that China International Capital Corporation (CICC) conducted a special review of stock trading activities related to the restructuring of China Communications Real Estate Company (CCRE) and found no evidence of insider trading [4][9] - CCRE plans to transfer its real estate development assets and liabilities to China Communications Real Estate Group [2] - The self-inspection period for insider information trading was set from July 21, 2024, to the day before the first disclosure of the restructuring report [4] Group 2 - The review covered transactions by insiders, their immediate family members, and related parties during the self-inspection period [4][6] - Specific trading activities included sales and purchases by various individuals associated with CCRE, with notable transactions such as the sale of 5,300 shares by Tian Jufang on September 27, 2024, and the purchase of 200 shares by Zeng Xiaozhen on September 30, 2024 [4][5] - CICC confirmed that its trading activities during the self-inspection period were based on independent investment decisions and not related to the restructuring information [7][8] Group 3 - All involved parties provided declarations affirming that their trading activities were based on personal judgment and not influenced by insider information [5][6] - CICC established strict information barriers to prevent insider trading and ensure compliance with relevant laws and regulations [7][8] - The independent financial advisor concluded that the trading activities did not constitute insider trading and would not materially affect the restructuring transaction [9]

Core Viewpoint - The company is undergoing a significant asset disposal and related transactions, with a focus on the evaluation methods and financial implications of these actions [1][2][3] Financial Statements and Audit - The company has engaged Ernst & Young Huaming to audit its financial statements for the years 2022, 2023, and 2024, ensuring compliance with accounting standards [1][2] - The audit aims to provide an opinion on whether the financial statements fairly reflect the company's financial position and results of operations [1][2] Asset Evaluation and Transaction Pricing - The asset evaluation for the disposal includes a negative valuation of -2.976 billion yuan, primarily due to the assets being insolvent, with a transaction price set at 1 yuan [3][4] - The projected simulated consolidated revenues for the years 2022 to 2024 are 38.40 billion yuan, 32.33 billion yuan, and 17.25 billion yuan, respectively [3][4] - The total assets for the same years are projected at 136.35 billion yuan, 121.63 billion yuan, and 105.79 billion yuan [3][4] Financial Health and Liquidity Risks - As of the end of 2024, the company has 7.551 billion yuan in unrestricted cash, with a total debt financing balance of 57.644 billion yuan, of which approximately 40% is due within one year [14][15] - The company has reported a significant increase in asset impairment provisions over the years, totaling 0.885 billion yuan, 1.634 billion yuan, and 4.182 billion yuan for 2022, 2023, and 2024, respectively [3][4] Evaluation Methodology - The company justifies the use of the asset-based approach for valuation, stating that the revenue-based approach is not applicable due to the nature of the assets being evaluated [13][14] - The evaluation report indicates that the company’s ongoing operations are based on the assumption of continued business viability, despite the asset disposal [14] Long-term Investments and Other Receivables - The book value of long-term equity investments is reported at 9.377 billion yuan, with an appreciation of 2.130 billion yuan, resulting in a growth rate of 22.72% [3][4] - Other receivables are valued at 23.851 billion yuan, with a depreciation rate of -2.14% [3][4]