证券代码：002146 证券简称：荣盛发展 公告编号：临 2023-093 号 荣盛房地产发展股份有限公司 关于发行股份购买资产并配套募集资金暨关联交易事项 的进展公告 本公司及董事会全体成员保证公告内容的真实、准确、完整，不存在虚假 记载、误导性陈述及重大遗漏。 2、根据《上市公司重大资产重组管理办法》及《深圳证券交易 所上市公司自律监管指引第 8 号--重大资产重组》的有关规定，公司 将根据本次交易进展情况及时履行信息披露义务，在披露本次交易预 案后但尚未发出审议本次交易相关事项的股东大会通知前，每三十日 发布一次本次交易的进展公告。 3、截至本公告披露日，除本次交易预案披露的风险因素外，公 司尚未发现可能导致公司董事会或者本次资产重组交易对手撤销、中 止本次交易方案或对本次交易方案做出实质性变更的相关事项，本次 交易相关工作正在进行中。 一、本次交易的基本情况 公司拟以发行股份方式购买荣盛控股股份有限公司持有的荣盛 特别提示： 1、荣盛房地产发展股份有限公司（以下简称"公司"或"上市 公司"）于 2023 年 6 月 17 日披露的《发行股份购买资产并配套募集 资金暨关联交易预案》（以下简称"本次交易预 ...

Financial Performance - The company's operating revenue for 2022 was ¥31.79 billion, a decrease of 32.70% compared to ¥47.24 billion in 2021[24]. - The net profit attributable to shareholders was -¥16.31 billion, representing a decline of 229.16% from -¥4.96 billion in the previous year[24]. - The basic earnings per share for 2022 was -¥3.75, down 228.95% from -¥1.14 in 2021[24]. - Total assets at the end of 2022 amounted to ¥249.57 billion, a decrease of 14.76% from ¥292.78 billion at the end of 2021[24]. - The net assets attributable to shareholders decreased by 41.57% to ¥23.28 billion from ¥39.84 billion in 2021[24]. - The net cash flow from operating activities was ¥2.24 billion, down 86.73% from ¥16.92 billion in 2021[24]. - The company reported that its recent three accounting years' net profits before and after deducting non-recurring gains and losses were both negative, indicating uncertainty in its ability to continue as a going concern[25]. - The company reported a significant loss in non-operating income, with a total of CNY -350.26 million in non-recurring gains and losses for the year[31]. - The company reported a total revenue of 604,882.95 million for the residential and commercial projects in Handan, representing a significant increase compared to the previous period[79]. - The company achieved a positive profit for the reporting period, but no cash dividend distribution plan was proposed[192]. Market Environment - The company has faced significant management risks due to the capital-intensive nature of the real estate industry and potential cash flow issues[5]. - The company faced a challenging market environment, with a notable decline in consumer purchasing intentions and income expectations, impacting overall sales performance[38]. - The National Real Estate Prosperity Index fell to a low of 94.35 in December 2022, indicating a continuous downturn in the real estate market[47]. - The total investment in real estate development in 2022 was CNY 1.32 trillion, a decrease of 10.0% compared to the previous year, marking the first annual decline since 1998[43]. - The total funds available to real estate development enterprises in 2022 was CNY 1.49 trillion, down 25.9% year-on-year, indicating a tight liquidity environment[44]. Project Development - The company has ongoing projects such as "Jinxiu Xiangti" in Bengbu City, with a total planned construction area of 593,862.76 square meters and an expected total investment of 182,117.86 million yuan[64]. - The company is actively expanding its market presence in key cities along the Bohai Rim, Yangtze River Economic Belt, and Pearl River Delta[62]. - The company has multiple ongoing projects, with a total area of 1,200,000 square meters under construction, representing a significant investment in residential and commercial properties[66]. - The company is focusing on sustainable development practices in its new projects, aiming to reduce environmental impact[67]. - The company has a total of 23 ongoing projects, with a completion rate of 100% for several key developments, including the Arcadia Villa in Dezhou and Junlan Garden in Tangshan[72]. Financial Management - The company plans to focus on cash flow management and aims to achieve net recovery targets in 2023, adhering to the operational principle of "four guarantees and one safeguard"[140]. - The company aims to enhance customer satisfaction and service quality through its "Beautiful Service" and "Beautiful Life" management systems[144]. - The company will continue to optimize asset disposal and promote mergers and acquisitions to increase cash inflow[143]. - The company has set a goal to improve operational efficiency and reduce costs through its "two reductions and two decreases" strategy[140]. - The company has a total financing balance of 425.25 billion yuan, with bank loans accounting for 2,287,355.36 million yuan at an interest rate of 3.6%-11.07%[87]. Corporate Governance - The company held a total of 7 shareholder meetings during the reporting period, ensuring equal rights for all shareholders, especially minority shareholders[151]. - The board of directors convened 16 meetings during the reporting period, fulfilling its decision-making role effectively[152]. - The company maintained independent operations from its controlling shareholder, with no incidents of fund occupation or unauthorized information disclosure[152]. - The company has established a fair and transparent performance evaluation and incentive mechanism for its directors, supervisors, and managers[154]. - The company has a complete and independent business and operational capability, with its own market development, production, and sales systems[155]. Employee Management - The total number of employees at the end of the reporting period was 15,978, with 220 from the parent company and 15,758 from major subsidiaries[186]. - The company conducted a total of 38 training sessions throughout the year, covering various business aspects and reaching 9,053 participants[189]. - The company emphasized a performance-based compensation policy, linking salary to job value, capability, and performance[188]. - The company has implemented the "活水计划" and "星火计划," facilitating over 80 cross-company talent movements and promoting 20 individuals in 2022[191]. - The company reported a commitment to maintaining competitive salary levels in line with market standards while ensuring sustainable development[188]. Strategic Initiatives - The company is exploring potential mergers and acquisitions to enhance its market position and expand its portfolio[67]. - The company plans to expand its market presence by entering three new cities in 2023, targeting a 10% growth in market share[82]. - The company aims to achieve a revenue growth target of 10% for the upcoming fiscal year, driven by new project launches and market expansion strategies[84]. - The company has a strategic focus on residential and commercial real estate, with a significant number of projects under construction across various regions[64]. - The company has established long-term strategic partnerships with several large financial institutions, ensuring a stable funding source[96].

Financial Performance - The company's operating revenue for Q1 2023 was ¥6,121,035,167.57, representing a 60.46% increase compared to ¥3,814,649,125.92 in the same period last year[5]. - The net profit attributable to shareholders was -¥641,634,633.97, an improvement of 35.84% from -¥1,000,046,274.84 year-on-year[5]. - Basic earnings per share were -¥0.15, up 42.31% from -¥0.26 in the same period last year[5]. - The total comprehensive income for the reporting period was -¥238,325,628.82, an increase of 78.95% from -¥1,132,012,307.44 year-on-year[14]. - The net profit for Q1 2023 was a loss of CNY 421,631,798.02, compared to a loss of CNY 1,130,183,059.95 in Q1 2022, showing an improvement of approximately 62.7%[39]. - The total comprehensive income attributable to the parent company for Q1 2023 was -¥458.33 million, compared to -¥1.00 billion in the same period last year[43]. Cash Flow - The net cash flow from operating activities was -¥384,357,294.35, a significant decline of 116.93% compared to ¥2,269,970,299.57 in the previous year[5]. - The cash received from sales of goods and services was ¥3,309,573,837.41, a decrease of 66.00% compared to ¥9,733,897,650.77 in the same period last year[16]. - The cash paid for purchasing goods and accepting services in the reporting period was ¥3,540,584,708.43, a decrease of 39.44% compared to ¥5,846,502,932.87 in the same period last year, primarily due to reduced engineering procurement payments[17]. - The cash paid to employees and for employee benefits was ¥436,510,327.35, down 35.40% from ¥675,764,378.35 year-on-year, mainly due to a reduction in employee compensation[17]. - The cash paid for various taxes was ¥221,874,303.25, a significant decrease of 82.72% from ¥1,284,243,853.78 in the previous year, attributed to reduced sales collections in the real estate sector[17]. - The company reported a total cash inflow from operating activities of ¥5.55 billion, down 55.0% from ¥12.35 billion in the previous year[44]. - The cash outflow for operating activities was ¥5.93 billion, a decrease from ¥10.08 billion in Q1 2022[44]. Assets and Liabilities - Total assets at the end of the reporting period were ¥245,725,458,004.80, a decrease of 1.54% from ¥249,566,123,153.43 at the end of the previous year[5]. - The total liabilities decreased to CNY 220,727,022,874.36 in Q1 2023 from CNY 224,518,652,595.04 in Q1 2022, reflecting a reduction of about 1.8%[36]. - The total equity attributable to shareholders of the parent company was ¥22,608,381,762.96, down 41.46% from ¥38,620,205,441.80 in the same period last year, primarily due to a decrease in undistributed profits[25]. - The company reported a decrease in the total equity attributable to shareholders of the parent company from CNY 23,278,010,411.86 to CNY 22,608,381,762.96, a decline of approximately 2.9%[37]. Investment and Financing Activities - The company's investment income was -¥114,819,950.85, a decrease of 139.94% from -¥47,853,481.73 in the previous year[10]. - The net cash flow from investing activities was ¥21.56 million, an improvement from -¥85.50 million in the previous year[44]. - The net cash flow from financing activities was -¥526.70 million, compared to -¥5.39 billion in Q1 2022, indicating a reduced outflow[44]. - The company plans to issue up to 1,304,449,155 A-shares to no more than 35 specific investors, aiming to raise up to CNY 3 billion for real estate projects and working capital[29]. - The company received approval from the China Securities Regulatory Commission for its non-public offering of A-shares on January 31, 2023[30]. - The company is currently undergoing a review process by the Shenzhen Stock Exchange regarding its application for the issuance of shares to specific investors[32]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 91,569, with the largest shareholder, Rongsheng Holdings Co., Ltd., holding 23.41% of the shares[27]. - The top shareholder, Rongsheng Holdings, holds approximately 1.02 billion shares, representing a significant portion of the company's equity[28]. - The company has engaged in margin financing activities, with major shareholders participating in various securities firms, including Rongsheng Holdings with 145.28 million shares[28]. Inventory and Receivables - Total receivables amounted to approximately CNY 26.04 billion, slightly down from CNY 26.51 billion, reflecting a decrease of about 1.8%[34]. - The company's inventory stood at approximately CNY 166.19 billion, a decrease from CNY 168.21 billion, representing a decline of about 1.2%[34]. Other Financial Metrics - The company's operating costs increased by 47.58% to ¥5,200,217,762.26, compared to ¥3,523,746,657.54 in the previous year[9]. - The company's sales expenses decreased by 40.46% to ¥212,675,780.32, down from ¥357,172,547.98 year-on-year[9]. - The company's financial expenses for Q1 2023 were CNY 260,385,206.13, slightly down from CNY 275,110,331.81 in Q1 2022, reflecting a decrease of approximately 5.4%[38]. - The company has seen a slight decline in its trading financial assets, which decreased to approximately CNY 173.50 million from CNY 199.34 million, a drop of about 13.0%[34].

Group 1: Market Conditions and Pricing Strategy - The company believes that the impact of price on sales cannot be generalized and must be studied based on local conditions, thus no significant price adjustments have been made so far [2][3] - Rongsheng Development has a wide project distribution across 20 cities in 9 provinces, achieving a nationwide layout except for the northwest region, which leads to significant differences in market conditions and consumer expectations [3] - The company targets second and third-tier cities, focusing on first-time homebuyers, and has prudently set sales prices for new projects based on market conditions this year [3] Group 2: Sales Slowdown Factors - The company identifies several factors contributing to the slowdown in sales, including increased mortgage costs, which raise the financial burden on buyers [3][4] - Significant price reductions in certain areas have affected buyer expectations [3] - Developers are adjusting their development and sales pace based on market conditions [3] Group 3: Land Acquisition Plans - For 2014, the company plans to allocate no more than 14 billion CNY to acquire approximately 7.45 million square meters of land reserves, with no changes to this target based on current market conditions [4] - The company aims to increase land reserves in less developed areas to promote regional coordinated development [4] - Adjustments to land acquisition volumes will be made based on actual conditions while respecting market mechanisms [4] Group 4: Financing Strategies - The company's financing methods and costs have not changed significantly compared to 2013, maintaining a reasonable level [4] - The company employs various financing channels, including bank development loans and structured products, to meet its substantial capital needs [4] - The asset management scale of its wholly-owned subsidiary has expanded, providing a solid foundation for supporting the company's development [4]

Financing Situation - The company's financing methods and costs have not significantly changed compared to 2013, maintaining a reasonable level despite slight increases [2][3] - Major financing channels include bank development loans, loans from major shareholders, and structured products [3] Sales Performance - The company targets second and third-tier cities, resulting in stable sales performance in the first half of 2014 [3] - Factors affecting sales include bank credit influence, market atmosphere, and adjustments following rapid sales growth in the second half of 2013 [3] Land Acquisition - Limited land acquisition in the first half of 2014 due to slow land supply from local governments and strategic adjustments in land reserve structure [3][4] - The company has secured land through framework agreements in Hebei, focusing on optimizing land reserves [4] Strategic Development - The company aims to leverage its local developer advantages under the Beijing-Tianjin-Hebei integration strategy to expand land reserves and market share [4] - Recent land acquisitions include a plot in Bazhou for 85.59 million yuan (approximately 713 yuan/㎡) and another in Cangzhou for 287.5 million yuan (approximately 1500 yuan/㎡) [4][5] - A collaboration framework for a 3000-acre project in Langfang has been established, focusing on high-tech commercial complexes and ecological living environments [4][5]

Group 1: Long-term Development Strategies - The company aims to achieve long-term development by adjusting urban structures, shifting focus from second and third-tier cities to second-tier and some first-tier cities [2] - The company plans to strengthen key areas, particularly in the Beijing-Tianjin-Hebei integration and the Yangtze River Economic Belt, to leverage development opportunities [3] - The company intends to explore new growth areas such as experiential commercial complexes and health real estate while maintaining a reasonable scale in residential properties [3] Group 2: Incentive Plans and Shareholder Actions - The fourth phase of the company's stock incentive plan is nearing completion, which has effectively aligned company and individual interests, promoting both development and personal growth [3] - The controlling shareholder, Rongsheng Holdings, plans to increase its stake in the company by investing no less than 100 million yuan over six months, starting from July 13, 2015, with a maximum purchase price of 11.50 yuan per share [4] - As of July 14-15, 2015, Rongsheng Holdings has acquired 4,930,000 shares at an average price of 9.69 yuan per share, representing 0.13% of the company's total share capital [4]

Sales Performance - The sales have shown a significant recovery since April 2015, driven by favorable policies, high overall market activity, and increased supply from the company in the second quarter [2][3]. Strategic Direction - The company aims to consolidate and develop its core real estate business while expanding and integrating existing auxiliary businesses [3]. - Exploration of new fields such as cultural tourism and commercial real estate is also part of the strategy [3]. Regional Development - The company is optimistic about the opportunities presented by the Beijing-Tianjin-Hebei integration strategy, which is expected to alter the economic, industrial, and demographic landscape of northern China [3]. - Since 2014, the company has successfully acquired 1,539 acres of land in key areas of Langfang through competitive bidding [4]. - Additionally, the company has secured three projects totaling 13,500 acres in Langfang's emerging industrial demonstration area and surrounding counties through cooperation agreements [4]. Financing Progress - The company has passed resolutions for a non-public stock issuance and public bond issuance to reduce financing costs and improve debt structure [4]. - Progress on these financing activities is reported to be positive [4].

Group 1: Company Development Strategy - The company aims to leverage the Beijing-Tianjin-Hebei integration to expand its market presence and increase land reserves in the region [2][3] - Since 2014, the company has acquired 1,539 acres of land in key areas of Langfang through bidding processes [3] - The company has secured approximately 13,500 acres across three projects in Langfang's emerging industrial demonstration zone and surrounding areas [3] Group 2: Performance in New Markets - In 2014, the company entered the Jinan market, achieving a contract sales amount of CNY 970 million within four months, ranking among the top five in single project sales [2][4] - The success in Jinan is attributed to thorough market research, understanding of local conditions, and effective sales strategies [4] Group 3: Financing Strategies - The company is exploring various financing methods, including private placements and bond issuance, to improve its debt structure [4] - The company has submitted materials for non-public issuance and bond applications to regulatory authorities [4] - Financing channels include bank loans, shareholder loans, and asset management products from its subsidiary [4] Group 4: Diversification into Cultural and Tourism Real Estate - The company is exploring cultural and tourism real estate as a new growth avenue, recognizing the sector's long-term potential [5] - Following the acquisition of a project in Qinhuangdao in 2013, the company has signed investment agreements for tourism development in three regions [5] - The goal is to establish a professional team for cultural and tourism real estate operations to create new profit growth points [5]

Group 1: Shareholder Actions - The controlling shareholder, Rongsheng Holdings, plans to increase its stake in the company by purchasing shares in the secondary market, with a total investment of no less than 100 million yuan and a maximum purchase price of 11.50 yuan per share [2][3] - From July 14 to 15, 2015, Rongsheng Holdings acquired 4,930,000 shares at an average price of 9.69 yuan per share, representing 0.13% of the company's total share capital [3] Group 2: Bond Issuance Progress - The company received approval from the CSRC on June 12, 2015, to issue bonds totaling up to 5.9 billion yuan [3][4] - On June 18, 2015, the company issued its first tranche of bonds amounting to 1.8 billion yuan with a coupon rate of 5.78%, significantly lower than previous financing rates, which will help improve the debt structure and reduce financial costs [3] Group 3: Non-Public Offering Status - The company held board meetings on February 6, 2015, and a temporary shareholders' meeting on March 20, 2015, to approve the non-public offering of shares [4] - The application for the non-public offering was accepted by the CSRC on April 10, 2015, and passed the review by the CSRC's issuance review committee on July 1, 2015, but the company has not yet received the approval document [4] Group 4: Land Reserves in the Beijing-Tianjin-Hebei Region - The company has development projects in 6 out of 11 cities in Hebei Province, with the total land reserves in these cities accounting for approximately 25% of the company's total land reserves [4] - Since 2014, the company has secured a significant amount of quality land through framework agreements, totaling 19,000 acres in Langfang, which will be gradually finalized as the Beijing-Tianjin-Hebei integration progresses [4]