证券代码：000736 证券简称：中交地产 中交地产股份有限公司投资者关系活动记录表 重要提示：凡涉及公司未来计划、发展战略等前瞻性描述不构成公司对投资 者的实质承诺，敬请投资者注意投资风险 中交地产 2023 年 4 月 25 日业绩说明会问答纪要 | | | 年度签约销售面积 8.77 万平方米，签约销售金额 13.63 亿 | | | | | --- | --- | --- | --- | --- | --- | | | | 元。 | | | | | | 公司净资产规模较 小，资产负债率高， | 您好。公司目前总股本较小，与同行业上市房企相比偏低， | | | | | | | 地产项目的开发建设需要大额资金投入，因此债权融资在促 | | | | | 35 | | 进公司业务规模增长的同时也导致公司资产负债率指标偏 | | | | | | 公司是否有做大净资 | 高。我司目前正在积极推进向特定对象发行股票事宜，如能 | | | | | | 产规模的计划？ | 够顺行发行，将扩大公司净资产规模，改善公司资产结构。 | | | | | | | 您好。2023 年 月 22 日和 3 13 日，公司董事会和股东 ...

北京市嘉源律师事务所 关于中交地产股份有限公司 向特定对象发行股票的 补充法律意见书 (一) 西城区复: 厦 4 楼 7-3-1 中交地产 · 向特定对象发行股票 嘉源 · 补充法律意见书(一) 日 录 | 第一部分 关于《审核问询函》回复 . | | | --- | --- | | 一、 | 《审核问询函》问题 1: .. | | 二、 | 《审核问询函》问题 2: . | | 11 | 《审核问询函》问题 3: . | | 四、 | 《审核问询函》问题 4: | | 第二部分 发行人本次发行相关事项的更新 | | | í | 本次发行的授权和批准 . | | ニ、 | 本次发行的主体资格 | | 三、 | 本次发行的实质条件 | | 四、 | 公司的主要股东及实际控制人 . | | 五、 | 公司的股本演变……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… 67 | | 六、 | 公司的独立性………………………………………… ...

Ernst & Young Hua Ming LLP evel 16. Ernst & Young Tow Oriental Plaza 1 Fast Chang An Avenue Donachena District Beijing, China 100738 安永华明会计师事务所(特殊普通合伙 中国北京市东城区东长安街1号 东方广场安永大楼16层 邮政编码:100738 Tel 电话: +86 10 5815 3000 Fax 传真:+86 10 8518 8298 关于对中交地产股份有限公司 申请向特定对象发行股票 审核问询函回复的专项说明 深圳证券交易所: 安永华明会计师事务所（特殊普通合伙）(以下简称"我们")审计了中交地产股份 有限公司 (以下简称"中交地产"或"发行人"、"公司"）2020年度、2021 年度及 2022 年度的合并及公司财务报表(统称"财务报表"),并分别于 2021年 4 月 14 日、2022 年 4 月 14 日及 2023 年 4 月 6 日出具了报告编号为安永华明(2021) 审字第 61377727_A01 号、安永华明(2022)审字第 61377727_A01 ...

| 证券代码：000736 | 证券简称：中交地产 | | | 公告编号：2023-056 | | --- | --- | --- | --- | --- | | 债券代码：149192 | 债券简称：20 | 中交债 | | | | 债券代码：149610 | 债券简称：21 | 中交债 | | | | 债券代码：148162 | 债券简称：22 | 中交 | 01 | | | 债券代码：148208 | 债券简称：23 | 中交 | 01 | | | 债券代码：148235 | 债券简称：23 | 中交 | 02 | | 中交地产股份有限公司 关于举办 2022 年度网上业绩说明会的公告 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。 中交地产股份有限公司(以下简称"公司")2022 年度报告已于 2023 年 4 月 8 日在巨潮资讯网披露，为加强投资者关系管理，便于 广大投资者更深入、全面了解公司 2022 年度报告和经营情况，公司 定于 2023 年 4 月 25 日 15：00-16：30 举办 2022 年度网上业绩说明 会。 一、网上业绩说明会 ...

Financial Performance - The company reported a total revenue of 10.5 billion yuan for the year 2022, representing a year-on-year increase of 15%[13]. - The net profit attributable to shareholders was 1.2 billion yuan, with a profit margin of approximately 11.4%[13]. - The company's operating revenue for 2022 was ¥38.47 billion, an increase of 164.52% compared to ¥14.54 billion in 2021[19]. - The net profit attributable to shareholders decreased by 85.60% to ¥33.94 million from ¥235.65 million in 2021[19]. - The net cash flow from operating activities improved significantly to ¥2.93 billion, compared to a negative cash flow of ¥4.45 billion in 2021[19]. - The basic earnings per share dropped by 85.29% to ¥0.05 from ¥0.34 in 2021[19]. - The company reported a net profit excluding non-recurring items of -¥186.30 million, a reduction in losses by 56.91% compared to -¥432.39 million in 2021[19]. - The company reported a total revenue of 2.6 billion in 2022, marking a significant increase compared to the previous year[107]. - The company reported a total revenue of 10 billion RMB for the fiscal year 2022, representing a year-over-year increase of 15%[116]. - The net profit for 2022 was 1.5 billion RMB, which is a 20% increase compared to the previous year[116]. Market Expansion and Strategy - The company aims to expand its market presence by entering three new cities in 2023, targeting a 20% increase in sales volume[13]. - The company is actively exploring new business areas such as financing construction, characteristic towns, and urban renewal, while focusing on meeting housing demand[28]. - The company has plans for market expansion, focusing on residential and commercial land parcels across various cities, including Chengdu and Changsha[31]. - The company is actively pursuing new strategies, including increasing its land reserves through acquisitions and partnerships in key urban areas[32]. - The company plans to expand its market presence in the Yangtze River Delta region, targeting a 30% increase in market share by 2025[116]. - The company is expanding its market presence in Southeast Asia, targeting a 30% market share by 2025[122]. Research and Development - The company has invested 500 million yuan in research and development for new technologies in sustainable building materials[13]. - The company has invested 200 million RMB in R&D for new technologies aimed at improving construction efficiency[116]. - The company plans to enhance its technological capabilities through research and development initiatives in the coming years[109]. - The number of R&D personnel was 18, accounting for 1.87% of the total workforce, with 44.44% holding master's degrees[68]. Risk Management - The company has identified key risks including market volatility and regulatory changes that may impact future performance[5]. - The company faces external risks including a complex macroeconomic environment and increased industry consolidation, necessitating proactive investment strategies[86]. - Internal risks include a high asset-liability ratio and slower asset liquidation, indicating a need for improved operational management and cost control[86]. Governance and Compliance - The company maintains complete independence from its controlling shareholder in terms of business, personnel, assets, institutions, and finances, ensuring a clear separation[102]. - The company has established an independent accounting system and financial management practices, including separate bank accounts[102]. - The company has committed to avoiding competition with its controlling shareholder, having received a commitment letter regarding this matter[103]. - The board of directors convened 19 meetings, with specialized committees led by independent directors, ensuring effective governance and decision-making[95]. - The company has established a structured governance framework in compliance with relevant laws and regulations to ensure effective operation and accountability[166]. Shareholder Engagement - The company held 15 shareholder meetings during the reporting period, ensuring compliance with legal requirements and protecting the rights of all shareholders, especially minority shareholders[94]. - The company emphasizes the protection of minority shareholders' rights by providing online voting options for shareholder meetings[166]. - The company has committed to cash dividends for shareholders, prioritizing returns while ensuring sustainable development and operational continuity[166]. Financial Management - The company has a total financing balance of 65,593,109,258.59 CNY, with bank loans constituting 30,828,143,610.63 CNY at an interest rate of 2.60-6.50%[40]. - The company is focusing on enhancing its governance structure and optimizing its capital structure to stabilize its financial status[44]. - The company has a structured salary management system for determining the remuneration of its directors and senior management[128]. - The company has established a comprehensive internal control system that is effectively implemented, with no significant deficiencies identified in financial reporting controls as of December 31, 2022[152]. Social Responsibility - The company emphasizes compliance and social responsibility, balancing economic benefits with obligations to shareholders, employees, and consumers[165]. - The company donated 2.05 million yuan and facilitated nearly 800,000 yuan in consumer assistance to support poverty alleviation efforts in Yunnan Province[168]. - The company has outlined a detailed annual poverty alleviation plan, focusing on employment support and training for impoverished populations[168]. - The company has maintained a commitment to social responsibility, contributing to the stability and development of society[167].

Financial Performance - The company's operating revenue for Q3 2022 was ¥2,808,189,119.32, representing a 170.87% increase compared to the same period last year[3]. - The net profit attributable to shareholders was -¥258,436,597.65, a decrease of 61.72% year-on-year[3]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was -¥281,435,999.43, a decrease of 62.32% compared to the previous year[3]. - The net profit attributable to shareholders for the first nine months of 2022 was -1.74 billion RMB, indicating a loss compared to the previous year[17]. - The company reported an operating revenue of 15.25 billion RMB for the first nine months of 2022, representing a significant increase of 154.77% year-on-year[17]. - The net profit for the quarter was approximately ¥125.86 million, compared to ¥175.38 million in the previous year, reflecting a decrease of 28.2%[27]. - The total comprehensive income for the period was 125,860,058.64, compared to 175,384,414.63 in the previous period[30]. Assets and Liabilities - The total assets at the end of the reporting period were ¥147,482,010,772.65, an increase of 3.89% from the end of the previous year[3]. - The company's total assets as of September 30, 2022, amounted to 1474.82 billion RMB, reflecting a 3.89% increase compared to the end of the previous year[17]. - The total liabilities reached approximately ¥129.38 billion, an increase from ¥124.02 billion, which is a rise of 4.5%[24]. - The company's total liabilities increased by 126.03% in other payables, primarily due to an increase in amounts payable to related parties[9]. - The company's long-term equity investments rose to approximately ¥5.58 billion, compared to ¥5.07 billion, showing an increase of 10.2%[24]. - The company's short-term borrowings increased by 303.22% to ¥889,133,949.81 due to new borrowings from financial institutions[6]. Cash Flow - Cash flow from operating activities for the year-to-date was ¥3,770,849,542.84, an increase of 128.14% compared to the same period last year[3]. - The cash inflow from operating activities decreased by 35.02% to ¥20,485,586,074.33, mainly due to reduced sales collections[9]. - The net cash flow from operating activities was 3,770,849,542.84, a significant improvement from -13,399,625,963.43 in the previous period[32]. - Cash received from sales of goods and services was 15,893,473,399.74, down from 26,122,014,534.99 in the previous period[32]. - The net cash flow from investing activities was -2,662,942,829.69, compared to -1,737,143,883.46 in the previous period[35]. - The net cash flow from financing activities was -5,671,932,591.22, compared to a positive flow of 18,128,953,764.64 in the previous period[35]. - The ending cash and cash equivalents balance was 6,197,529,376.60, down from 11,892,292,656.05 in the previous period[35]. Shareholder Information - As of the end of the reporting period, the total number of ordinary shareholders is 62,220, with the largest shareholder, China Communications Real Estate Group Co., Ltd., holding 52.32% of shares, totaling 363,846,949 shares[10]. - Basic and diluted earnings per share were both -0.25, compared to 0.003 in the previous period[30]. Other Income and Expenses - The company reported a significant increase in other income by 204.39% due to increased government subsidies received[9]. - The total operating costs amounted to approximately ¥14.82 billion, up from ¥6.15 billion, indicating a year-over-year increase of 141.5%[27]. - The company reported a financial expense of approximately ¥220.62 million, down from ¥448.32 million, indicating a decrease of 50.8%[27]. - The deferred tax assets decreased to approximately ¥413.38 million from ¥554.60 million, a decline of 25.4%[24].

Financial Performance - The company's operating revenue for the first half of 2022 was CNY 12,442,076,787.25, representing a 151.39% increase compared to CNY 4,949,257,972.85 in the same period last year[23]. - The net profit attributable to shareholders of the listed company was CNY 84,254,026.33, a decrease of 47.87% from CNY 161,609,021.29 in the previous year[23]. - The net cash flow from operating activities was CNY 2,812,776,190.63, an increase of 124.31% compared to -CNY 11,571,694,761.96 in the same period last year[23]. - The total assets at the end of the reporting period were CNY 148,282,736,358.56, which is a 4.45% increase from CNY 141,962,471,759.40 at the end of the previous year[23]. - The net assets attributable to shareholders of the listed company were CNY 3,317,012,817.46, reflecting a 1.79% increase from CNY 3,258,671,253.56 at the end of the previous year[23]. - The basic earnings per share were CNY 0.12, down 47.83% from CNY 0.23 in the same period last year[23]. - The diluted earnings per share were also CNY 0.12, showing a decrease of 47.83% compared to CNY 0.23 in the previous year[23]. - The weighted average return on equity was 2.55%, a decrease of 2.61 percentage points from 5.16% in the same period last year[23]. Revenue and Sales - The company achieved an operating revenue of CNY 12.442 billion in the first half of 2022, representing a year-on-year growth of 151.39%[36]. - The total contracted sales area for the first half of 2022 was 1.04 million square meters, a decrease of 15.58% year-on-year[36]. - The total contracted sales amount was CNY 20.5 billion, down 35.94% from the previous year[36]. - The revenue from real estate development constituted 99.59% of total operating revenue, amounting to ¥12,390,211,202.90, with a year-on-year increase of 152.61%[78]. - Real estate development revenue increased by 152.61% year-on-year, with costs rising by 141.53%, primarily due to an increase in revenue from completed housing projects[82]. Project Development - The company held 112 real estate projects with a total construction area of 30.12 million square meters as of the end of the reporting period[49]. - The company has a total of 61 projects under development, with a cumulative construction area of 3,200,000 square meters[50]. - The project in Beijing, "Beijing Yizhuang Oak Bay," has a total building area of 347,112 square meters and a 51% equity stake[50]. - The "Qingdao Zhongjiao Sunshine Island" project is fully owned by the company, with a completed area of 247,186 square meters[50]. - The "Suzhou Duyunhe Mansion" project has a 35.20% equity stake and a total area of 180,579 square meters[50]. - The "Nanjing Zhongjiao Rongyu Garden" project has a total area of 611,286 square meters and a 70% equity stake[52]. - The "Ningbo Zhongjiao Yajun" project has a 99.25% equity stake and a completed area of 34,708 square meters[52]. - The company is expanding its market presence with projects in various regions, including North China, East China, and South China[50][52]. Financial Management and Strategy - The company plans to enhance investment quality by selecting projects in cities with healthy real estate markets and core areas[37]. - The company maintains an AA+ credit rating and is expanding financing channels to support sustainable business development[40]. - The company is focusing on high-quality and efficient development models, moving away from high-leverage strategies[35]. - The company has implemented a comprehensive marketing strategy to boost sales and improve cash collection[40]. - The company aims to optimize its financing structure and increase the proportion of self-credit financing to control the growth rate of interest-bearing liabilities[66]. - The company is committed to continuous innovation in financing, optimizing its capital structure to ensure a stable and healthy cash flow[71]. Shareholder and Governance - The company plans not to distribute cash dividends or issue bonus shares during this reporting period[6]. - The company has undergone a change in its board of directors and management team as of March 4, 2022[111]. - The company has fulfilled its commitments regarding shareholding and competition avoidance as per previous agreements[121]. - The company has maintained compliance with laws and regulations while pursuing economic benefits and fulfilling responsibilities to stakeholders[117]. - The total number of common shareholders at the end of the reporting period was 77,762[191]. - The largest shareholder, China Communications Real Estate Group Co., Ltd., holds 52.32% of shares, totaling 363,846,949 shares[191]. Environmental and Social Responsibility - The company emphasizes its commitment to environmental protection and sustainable development, adhering to relevant environmental laws and regulations without any major violations during the reporting period[116]. - The company has not reported any significant environmental incidents or ecological damage during the reporting period[116]. - The company continues to focus on harmonizing economic and social benefits, ensuring healthy development with society and the environment[117]. Risks and Challenges - The company faces external risks including macroeconomic pressures and a complex policy environment affecting the real estate market[104]. - The overall gross profit margin of the real estate business has declined, indicating a need for improved operational management and product pricing power[104]. Guarantees and Liabilities - The total financing balance as of June 30, 2022, was 64,786,663,654.94 RMB, with a bank loan portion of 28,096,499,381.38 RMB[64]. - The company provided mortgage loan guarantees amounting to 12,564,491,015.28 RMB for homebuyers as of June 30, 2022[64]. - The total actual external guarantee balance at the end of the reporting period is ¥259,064.26 million[165]. - The company reported a total guarantee amount of 394,520,000 CNY during the reporting period, with no actual guarantees occurring[162].

Financial Performance - The company's operating revenue for the first quarter reached ¥3,948,055,288.36, representing a 92.34% increase compared to ¥2,052,604,793.29 in the same period last year[4] - The net profit attributable to shareholders was a loss of ¥41,544,138.85, an improvement of 70.66% from a loss of ¥141,616,331.22 in the previous year[4] - The net cash flow from operating activities was ¥1,706,336,489.15, a significant increase of 151.54% compared to a negative cash flow of ¥3,310,650,691.06 last year[4] - The company reported a basic earnings per share of -¥0.0600, which is a 70.00% improvement from -¥0.200 in the same period last year[4] - The total comprehensive income attributable to the parent company was -41,544,138.85, compared to -141,616,331.22 in the previous period, indicating an improvement[41] - The company reported a basic and diluted earnings per share of -0.0600, an improvement from -0.200 in the previous period[41] - Net profit for the current period was ¥24,445,642.46, compared to ¥22,143,913.16 in the previous period, indicating a growth of approximately 10.4%[38] - The company’s total comprehensive income for the period was 24,445,642.46, compared to 22,143,913.16 in the previous period, showing a positive trend[41] Assets and Liabilities - The total assets at the end of the reporting period were ¥150,519,801,412.96, reflecting a 6.03% increase from ¥141,962,471,759.40 at the end of the previous year[10] - Total assets increased to ¥150,519,801,412.96 from ¥141,962,471,759.40, marking a growth of about 6.5%[34] - Total liabilities rose to ¥132,552,112,806.38 from ¥124,016,505,053.29, an increase of approximately 6.5%[34] - Current liabilities amounted to ¥78,484,507,489.37, compared to ¥77,268,282,044.84 in the previous period, showing a slight increase of about 1.6%[34] - Long-term borrowings increased to ¥32,196,727,720.56 from ¥28,624,315,096.91, representing a growth of approximately 19.9%[34] - The company’s equity attributable to shareholders decreased to ¥3,219,031,999.84 from ¥3,258,671,253.56, a decline of approximately 1.2%[34] Cash Flow - The cash outflow from operating activities decreased by 45.54% to ¥6,138,376,425.89, reflecting reduced payments for land and new projects[16] - The total cash outflow from operating activities was 6,138,376,425.89, down from 11,271,753,976.24 in the previous period, reflecting improved cost management[45] - Cash received from the sale of goods and services amounted to 7,214,915,727.69, up from 6,643,763,498.63 in the previous period[42] - The net cash flow from investing activities was -2,031,424,774.33, worsening from -473,873,770.07 in the previous period, indicating increased investment outflows[45] - Cash and cash equivalents at the end of the period amounted to RMB 17.399 billion, compared to RMB 12.370 billion at the beginning of the year[27] - Cash and cash equivalents at the end of the period were 15,575,118,869.15, compared to 16,516,629,613.66 at the end of the previous period[48] - The total cash inflow from financing activities was 12,254,572,383.19, down from 19,362,477,241.71 in the previous period, indicating reduced financing activities[45] - The company received 11,152,629,544.65 in cash from borrowings, a decrease from 17,970,725,460.74 in the previous period[45] Sales and Market Activity - Total contracted sales amount for Q1 2022 reached RMB 13.045 billion, an increase of 38.69% year-on-year[22] - Total contracted sales area for Q1 2022 was 671,300 square meters, up 93.46% compared to the same period last year[22] - Equity contracted sales amount for Q1 2022 was RMB 10.603 billion, representing a year-on-year growth of 101.46%[22] - The company did not report any significant new product developments or market expansions during this quarter[11] - The company plans to expand its market presence through strategic land acquisitions and partnerships[26] Operating Costs - The company experienced a 132.72% increase in operating costs, totaling ¥3,382,043,217.45, primarily due to increased project deliveries[13] - Total operating costs for the current period were ¥3,837,751,240.24, compared to ¥1,982,154,316.83 in the previous period, reflecting an increase of about 93.5%[35] Shareholder Information - The top shareholder, China Communications Real Estate Group, holds 53.32% of the shares, totaling 370,796,949 shares[21] - The company has a total of 18,665 common shareholders at the end of the reporting period[20]

证券代码：000736 证券简称：中交地产 公告编号：2021-155 债券代码：114438 债券简称：19 中交 01 债券代码：114547 债券简称：19 中交债 债券代码：149192 债券简称：20 中交债 债券代码：149610 债券简称：21 中交债 中交地产股份有限公司 关于参加"重庆辖区上市公司 2021 年投资者 网上集体接待日活动"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 为进一步做好投资者关系管理工作，增强与投资者的交流互动， 中交地产股份有限公司（以下简称"我司"）将参加由重庆证监局指 导，重庆上市公司协会联合深圳市全景网络有限公司、上证所信息网 络有限公司举办的"重庆辖区2021年投资者网上集体接待日活动"， 现将有关事项公告如下： 本次投资者接待日活动将采取网络远程的方式进行，投资者可以 登录全景网"全景·路演天下"（ http://rs.p5w.net）进入我司互 动平台参与互动交流，活动时间为2021年11月25日15：00—17：00， 届时我司有关高管人员将参加本次活动，通过网络在线交流形式与投 资者进行沟通 ...