Core Viewpoint - China Communications Real Estate Group Co., Ltd. is proposing to divest its real estate development business by transferring related assets and liabilities for a nominal price of 1 yuan, resulting in approximately 39.2 billion yuan in negative assets [1] Group 1 - The company announced 40 related announcements on June 17 regarding the significant asset sale [1] - The assets and liabilities will be transferred to the controlling shareholder, the real estate group [1]

Core Viewpoint - The company is preparing pro forma financial statements in relation to a major asset restructuring plan, which involves transferring real estate development-related assets and liabilities to its controlling shareholder, China Communications Real Estate Group [5][6][7]. Group 1: Company Overview - China Communications Real Estate Co., Ltd. is registered in Chongqing and primarily engages in real estate development, property management, high-tech development, and equipment leasing [5]. - The company was established on February 3, 1993, and was approved for listing on the Shenzhen Stock Exchange in April 1997 [5]. - As of December 31, 2024, the company has issued a total capital of 747,098,401.00 yuan [5]. Group 2: Restructuring Plan - The company plans to transfer its real estate development-related assets and liabilities to its controlling shareholder, with the transaction price set at 1 yuan despite the assessed value of the assets being negative 297,604.13 million yuan [6][7]. - The transition period for the assets will be from the assessment base date until the end of the month of the delivery date, during which the profits and losses will be borne by the controlling shareholder [6]. Group 3: Financial Statement Preparation - The pro forma financial statements are prepared based on the assumption of going concern and in accordance with relevant regulations from the China Securities Regulatory Commission [6][8]. - The financial statements will not consider any potential taxes or fees arising from the transaction [8]. - The pro forma financial statements will only report and disclose pro forma financial information, excluding cash flow statements and changes in equity statements [9]. Group 4: Accounting Policies - The company adopts a cost model for investment properties and fixed assets, with depreciation calculated using the straight-line method based on the estimated useful life and residual value [23][24]. - Long-term equity investments are initially measured at cost, with adjustments made based on the company's share of the investee's net assets [21][22]. - The company recognizes revenue when control of the goods or services is transferred to the customer, with specific accounting treatments for contract assets and liabilities [30].

Group 1 - The company, China Communications Real Estate Co., Ltd., plans to transfer its real estate development assets and liabilities to its controlling shareholder, China Communications Real Estate Group Co., Ltd., as part of a major asset sale and related party transaction [1] - After the completion of this restructuring, the company will no longer engage in real estate development and sales, shifting its focus to property services and asset management, thereby transitioning to a light asset operation model [2][3] - The controlling shareholder has issued a commitment to avoid any competition with the company's future business operations, ensuring that its subsidiaries will not engage in activities that could adversely affect the company's main business [2][3] Group 2 - The commitments from both the controlling shareholder and the indirect controlling shareholder are effective from the completion of the transaction and will hold during their respective periods of control over the company [3][4] - If there is a violation of these commitments, the controlling shareholders will be liable for any economic losses incurred by the company [3][4]

Group 1 - The company, China International Capital Corporation, is acting as an independent financial advisor for the proposed asset transfer of real estate development-related assets and liabilities from China Communications Real Estate Group Co., Ltd. to China Communications Real Estate Group [1][2] - The transaction is being conducted in accordance with relevant regulations, including the Major Asset Restructuring Management Measures and the Guidelines for the Disclosure of Information by Listed Companies [2] - The independent financial advisor has committed to ensuring that the professional opinions provided do not differ materially from the documents disclosed by the listed company and the transaction parties [2] Group 2 - The advisor's report confirms that the content and format of the disclosed documents meet regulatory requirements and that the transaction plan complies with laws and regulations [2] - The information disclosed is stated to be true, accurate, and complete, with no false records, misleading statements, or significant omissions [2] - Strict confidentiality measures and internal controls are in place to prevent insider trading, market manipulation, and securities fraud [2]

Core Viewpoint - The company plans to transfer its real estate development assets and liabilities to its controlling shareholder, China Communications Real Estate Group Co., Ltd, which is expected to enhance shareholder returns and improve earnings per share without causing dilution [1][2][3]. Financial Impact - Prior to the transaction, the company's net profit attributable to shareholders was -517,908.20 thousand yuan, while post-transaction, it is projected to be 9,127.19 thousand yuan, indicating a significant increase of 101.76% [2]. - The basic earnings per share will increase from -7.1616 yuan to 0.1262 yuan, reflecting a positive shift in profitability [2][3]. Measures to Protect Shareholder Interests - The company will enhance operational management and efficiency to mitigate risks associated with potential declines in net profit post-transaction [3]. - A commitment to improve corporate governance will be maintained, ensuring that the rights of shareholders, especially minority shareholders, are protected [3][4]. - The company will implement a sustainable and stable profit distribution policy to ensure reasonable returns for shareholders following the transaction [4]. Commitments from Management - All directors and senior management have committed to not transferring benefits unfairly to other parties and to adhere to the measures for protecting shareholder returns [4][5]. - The controlling and indirect controlling shareholders have pledged not to interfere with the company's management or infringe upon its interests [5].

Core Viewpoint - The board of directors of China Communications Real Estate Co., Ltd. confirms the independence of the appraisal agency, the reasonableness of the appraisal assumptions, the relevance of the appraisal methods to the appraisal purpose, and the fairness of the appraisal pricing for the asset transfer to the controlling shareholder [1][2][3] Group 1: Independence of the Appraisal Agency - The appraisal agency, Beijing Tianjian Xingye Asset Appraisal Co., Ltd., is a professional institution that meets the requirements of the Securities Law and has no conflicts of interest with the transaction parties [1][2] Group 2: Reasonableness of Appraisal Assumptions - The assumptions in the appraisal report comply with legal regulations and market practices, reflecting the actual situation of the appraisal object [2] Group 3: Relevance of Appraisal Methods - The appraisal methods used, including the asset-based method and market method, are appropriate and consistent with the purpose of the appraisal, ensuring that the assessed asset range matches the commissioned asset range [2] Group 4: Fairness of Appraisal Pricing - The appraisal pricing is based on the report from Tianjian Xingye, reflecting the actual condition of the assets as of the appraisal date, and the pricing method is reasonable and compliant with relevant laws and regulations [2][3]

Core Viewpoint - China International Financial Co., Ltd. provides a special verification opinion regarding the abnormal performance of China Communications Real Estate Co., Ltd. prior to a major asset restructuring, indicating the transfer of real estate development-related assets and liabilities to China Communications Real Estate Group Co., Ltd. Group 1: Commitment Fulfillment - The company has fulfilled its commitments made since its listing, with no irregularities or unfulfilled promises identified [1][2][3] - Specific commitments include the non-transfer of shares for a period of five years and conditions for additional share issuance based on performance metrics [2][3][4] Group 2: Asset Transfer and Restructuring - The proposed transaction involves transferring real estate development assets and liabilities to the group, with the aim of streamlining operations and avoiding competition [5][6] - The restructuring is expected to resolve potential conflicts of interest and ensure independent operations for both entities involved [6][7] Group 3: Financial Independence and Governance - The company guarantees financial independence, ensuring separate financial management and decision-making processes [10][11] - Commitments include maintaining independent personnel, assets, and business operations to avoid conflicts with the controlling shareholder [10][11]

Core Viewpoint - The company is undergoing a strategic transformation by transferring its real estate development assets and liabilities to its controlling shareholder, aiming to focus on property management and asset management for sustainable growth [4][8]. Fundraising Overview - The company raised a total of RMB 443.80 million by issuing 51,664,712 shares at RMB 8.59 per share, with a net amount of RMB 438.25 million after deducting issuance costs [1]. - The funds were allocated to specific projects, including RMB 157.36 million for "Changsha Fengming Dongfang" and RMB 276.93 million for "Tianjin Chunying Haihe" [1]. Fund Utilization - As of the date of the report, the company has fully utilized the raised funds according to the specified purposes and has closed the fundraising account, transferring any remaining balance to its own funds for permanent working capital [2][3]. Project Termination and Transfer - The company plans to terminate and transfer the fundraising projects "Changsha Fengming Dongfang" and "Tianjin Chunying Haihe" due to ongoing losses in its real estate development business [4][6]. - The transfer aims to reduce the company's debt ratio and optimize its asset structure, thereby enhancing profitability and operational sustainability [4][8]. Transaction Details - The transaction involves transferring real estate development-related assets and liabilities to the controlling shareholder, China Communications Real Estate Group [4][5]. - The transaction price is based on an asset evaluation report, with the net asset value of the transferred assets assessed at a specific date [7]. Impact of the Transaction - The restructuring will allow the company to shift its focus from real estate development to property services and asset management, promoting a light-asset operational model [8]. - This strategic shift is expected to improve the company's business structure, enhance its value, and protect the interests of minority shareholders [8][9]. Approval Process - The transaction has been approved by the board of directors and independent directors, and it is pending approval from the shareholders' meeting [9].

Group 1 - The core viewpoint of the news is that China International Capital Corporation (CICC) has conducted a compliance review regarding the transaction between China Communications Real Estate Group and China Communications Real Estate Co., Ltd., confirming adherence to relevant regulations [1][2] - CICC serves as the independent financial advisor for the transaction, ensuring that there are no direct or indirect paid engagements with third parties in this capacity [1][2] - The listed company has engaged necessary intermediary institutions, including auditing and evaluation agencies, in compliance with legal requirements for the transaction [2] Group 2 - The independent financial advisor concludes that there are no violations of the China Securities Regulatory Commission's guidelines regarding the hiring of third parties in investment banking activities [2]

Group 1 - The company plans to transfer its real estate development-related assets and liabilities to China Communications Real Estate Group Co., Ltd. [1] - The independent financial advisor has been appointed to oversee the transaction and ensure compliance with relevant regulations [1][2] - The company has established a strict confidentiality system to protect insider information during the planning phase of the transaction [2] Group 2 - The company has implemented necessary protective measures in accordance with legal requirements and internal management systems [2] - The scope of individuals with access to insider information has been minimized, and confidentiality agreements have been signed with relevant parties [2] - The independent financial advisor confirms that the company has adhered to legal obligations regarding the confidentiality of the transaction [2]