证券代码：002305 证券简称：*ST 南置 公告编号：2025-060 号 南国置业股份有限公司 第七届董事会第一次临时会议决议公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，不存在虚假记载、误导 性陈述或者重大遗漏。 一、会议召开情况 南国置业股份有限公司（以下简称"公司"）第七届董事会第一次临时会议通知于 2025 年 9 月 14 日以邮件及通讯方式送达，会议于 2025 年 9 月 17 日下午以现场结合视 频表决的方式召开。会议由董事李明轩先生主持，会议应到董事 7 人，实到董事 7 人， 公司监事、高级管理人员列席会议。会议的召开符合有关法律、法规和《公司章程》 的规定。 二、会议审议事项 会议审议通过了如下议案： （一）审议通过了《关于选举公司第七届董事会董事长的议案》 会议选举李明轩为公司第七届董事会董事长，任期自本次董事会审议通过之日起 至第七届董事会届满之日止。 表决结果：同意 7 票，反对 0 票，弃权 0 票。 李明轩简历详见同日在指定信息披露媒体披露的《关于董事会完成换届选举并聘 任高级管理人员的公告》。 （二）审议通过了《关于选举公司第七届董事会专门委员会委员的议案 ...

Market Overview - The Shanghai Composite Index closed at 3876.38 points, above the six-month moving average, with an increase of 0.38% [1] - The total trading volume of A-shares reached 1,956.132 billion yuan [1] Stocks Breaking the Six-Month Moving Average - A total of 57 A-shares have surpassed the six-month moving average today [1] - Notable stocks with significant deviation rates include: - United Optoelectronics: 3.70% [1] - Longxin General: 3.64% [1] - *ST Nanzhi: 3.60% [1] - Other stocks with smaller deviation rates that just crossed the six-month line include Honghai Technology, Rhine Biology, and Qijing Machinery [1] Top Stocks by Deviation Rate - The following stocks have the highest deviation rates from the six-month moving average: - United Optoelectronics (300691): 5.42% increase, trading at 19.64 yuan [1] - Longxin General (603766): 7.15% increase, trading at 13.04 yuan [1] - *ST Nanzhi (002305): 4.91% increase, trading at 2.35 yuan [1] - Other notable stocks include: - Huangting International (000056): 6.31% increase, trading at 3.20 yuan, deviation rate of 3.29% [1] - Berteli (603596): 6.65% increase, trading at 54.39 yuan, deviation rate of 3.11% [1] Additional Stocks with Positive Performance - Other stocks with positive performance and deviation rates include: - Airong Software (920799): 4.29% increase, trading at 60.76 yuan, deviation rate of 2.91% [1] - Yingshisheng (300377): 4.65% increase, trading at 24.77 yuan, deviation rate of 2.59% [1] - Zhengfan Technology (688596): 4.28% increase, trading at 37.01 yuan, deviation rate of 2.42% [1]

Market Overview - The Shanghai Composite Index closed at 3877.55 points, above the six-month moving average, with an increase of 0.41% [1] - The total trading volume of A-shares reached 1561.918 billion yuan [1] Stocks Breaking the Six-Month Moving Average - A total of 64 A-shares have surpassed the six-month moving average today [1] - Notable stocks with significant deviation rates include: - Ying Shisheng (300377) with a deviation rate of 3.74% and a daily increase of 5.83% [1] - United Optoelectronics (300691) with a deviation rate of 3.18% and a daily increase of 4.88% [1] - *ST Nanzhi (002305) with a deviation rate of 3.16% and a daily increase of 4.46% [1] Detailed Stock Performance - The following stocks have notable performance metrics: - Ying Shisheng (300377): Latest price 25.05 yuan, half-year line 24.15 yuan, turnover rate 7.63% [1] - United Optoelectronics (300691): Latest price 19.54 yuan, half-year line 18.94 yuan, turnover rate 7.03% [1] - *ST Nanzhi (002305): Latest price 2.34 yuan, half-year line 2.27 yuan, turnover rate 6.70% [1] - Other stocks with smaller deviation rates include: - ST Jinglan (000056) with a deviation rate of 2.97% and a daily increase of 5.98% [1] - Quanxin Co. (603766) with a deviation rate of 2.38% and a daily increase of 5.83% [1]

证券代码：002305 证券简称：*ST 南置 公告编号：2025-058 号 南国置业股份有限公司 股票交易异常波动公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，不存在虚假记载、误导 性陈述或者重大遗漏。 一、股票交易异常波动的情况介绍 南国置业股份有限公司(以下简称"公司")连续 3 个交易日（9 月 11 日、9 月 12 日、9 月 15 日）收盘价格跌幅偏离值累计超过 12%，根据《深圳证券交易所交易规则》 的相关规定，属于股票交易异常波动。 二、对重要问题的关注、核实情况说明 4、经核查，公司、控股股东和实际控制人不存在关于公司的应披露而未披露的重 大事项； 5、经核查，控股股东、实际控制人在股票交易异常波动期间未买卖公司股票； 6、公司不存在违反公平信息披露的情形。 三、是否存在应披露而未披露信息的说明 本公司董事会确认，除前述事项（指第二部分涉及的披露事项）外，公司没有任 何根据深圳证券交易所《股票上市规则》等有关规定应予以披露而未披露的事项或与 该事项有关的筹划、商谈、意向、协议等；董事会也未获悉本公司有根据《深圳证券 交易所股票上市规则》等有关规定应予以披露而未披露的、对本公 ...

Core Viewpoint - Nanguo Real Estate Co., Ltd. is undergoing a significant asset restructuring to avoid delisting, as it has reported four consecutive years of losses exceeding 5 billion yuan, with a negative net asset position [2][4][8] Group 1: Stock Price and Market Reaction - Nanguo Real Estate's stock price has experienced a cumulative decline of over 12% in three consecutive trading days due to abnormal fluctuations [2] - The company announced that it is in the process of a major asset restructuring, transferring its real estate development assets and liabilities to its controlling shareholder, China Electric Power Construction Group Real Estate Co., Ltd. (Electric Power Real Estate), for cash [3][4] - The market is closely monitoring the restructuring process, which is seen as a critical step for the company to avoid delisting [7][8] Group 2: Financial Performance - Nanguo Real Estate has reported a cumulative loss of over 5 billion yuan over the past four years, with a negative net asset of -1.753 billion yuan as of the end of 2024 [4][5] - The company’s revenue for the first half of 2025 was 820 million yuan, a year-on-year decrease of 39.54%, while the net profit attributable to shareholders was -899 million yuan, a significant decline of 20,633.52% [5][6] - The company’s cash flow from operating activities improved by 128.36% to 390 million yuan, but the net assets further deteriorated to -2.651 billion yuan, a decline of 51.21% year-on-year [6] Group 3: Future Outlook and Strategic Shift - The asset divestiture is seen as a key step for Nanguo Real Estate to avoid delisting, but the long-term sustainability of its light-asset operations remains uncertain [7][8] - The company aims to position itself as a platform for urban comprehensive operations within the Electric Power Group, focusing on commercial, office, and long-term rental apartment businesses [7] - Nanguo Real Estate currently operates 23 commercial projects covering 1.32 million square meters, 7 industrial projects covering 170,000 square meters, and 5 long-term rental apartment projects covering nearly 80,000 square meters [7]

Core Viewpoint - The company is undergoing a significant asset restructuring to avoid delisting, with its controlling shareholder, China Electric Power Construction Group Co., Ltd. (Electric Power Real Estate), planning to acquire its real estate development assets and liabilities for cash [1][5][6]. Group 1: Financial Performance - The company has reported continuous losses for four consecutive years, totaling over 5 billion, with negative net assets, putting it at risk of delisting [2][9]. - As of the end of 2024, the company's net assets were -1.753 billion, and it has been placed under delisting risk warning, changing its stock name to "*ST Nanguo" [10][11]. - For the first half of 2025, the company reported a revenue of 820 million, a year-on-year decrease of 39.54%, and a net loss of approximately 899 million, a significant decline of 20,633.52% [12][11]. Group 2: Asset Restructuring - The asset restructuring is seen as a last chance to avoid delisting, with the company aiming to improve asset quality and reduce financial pressure [6][13]. - The restructuring plan is still in the preliminary planning stage, with key elements such as transaction scope and pricing yet to be finalized [7]. - The company aims to transition to a light-asset operation model, focusing on urban comprehensive operation businesses, including commercial, office, and long-term rental apartments [14][16]. Group 3: Market Reaction and Future Outlook - The market has shown heightened sensitivity to the restructuring news, with the company's stock experiencing abnormal fluctuations [16]. - The restructuring is viewed not only as a survival strategy for the company but also as a significant move in the broader context of the real estate industry's strategic restructuring [16].

证券代码：002305 证券简称：*ST 南置 公告编号：2025-057 号 针对公司股票异常波动情况，公司董事会通过自查，并向公司控股股东、实际控 制人进行了核实，现将有关情况说明如下： 1、公司前期所披露的信息，不存在需要更正、补充之处； 2、公司未发现近期公共传媒报道了可能或已经对公司股票交易价格产生较大影响 的未公开重大信息； 3、公司正在筹划重大资产出售暨关联交易事项。公司控股股东中国电建地产集团 有限公司（以下简称"电建地产"）拟受让公司持有的房地产开发业务等相关资产和负 债。具体内容详见公司于 2025 年 4 月 25 日披露的《关于筹划重大资产出售暨关联交 易的提示性公告》及 2025 年 5 月 24 日、6 月 25 日、7 月 25 日、8 月 23 日披露的《关 于筹划重大资产出售暨关联交易的进展公告》； 南国置业股份有限公司 股票交易异常波动公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，不存在虚假记载、误导 性陈述或者重大遗漏。 一、股票交易异常波动的情况介绍 南国置业股份有限公司(以下简称"公司")连续 3 个交易日（9 月 3 日、9 月 4 日、 9 月 5 ...

Report Overview - **Report Date**: September 4, 2025 [1] - **Industry**: Real Estate Development [2] - **Company**: Nanguo Real Estate Co., Ltd. [16] Core Views - The company and relevant institutions are actively promoting the work related to the major asset sale. The company plans to transfer its real - estate development business and related assets and liabilities to its controlling shareholder, Power Construction Real Estate. This transaction is expected to improve the company's asset quality, optimize its asset structure, reduce its debt repayment pressure, and enhance its sustainable operation and profitability [25][38]. - After the asset sale, the company will be positioned as a listed platform for urban comprehensive operation business within the Power Construction Group, with main businesses including commercial, office, long - term rental apartment urban comprehensive operation business and related supporting consulting services [42]. Summary by Directory 01. Research Basic Situation - **Research Object**: Nanguo Real Estate Co., Ltd. - **Industry**: Real Estate Development - **Reception Time**: 2025 - 09 - 04 - **Reception Personnel**: Chairman, Independent Director, General Manager, Board Secretary, and Chief Financial Officer [16] 02. Detailed Research Institutions - **Reception Object Type**: Other - **Institutional Related Personnel**: Investors who participated in Nanguo Real Estate's 2025 semi - annual performance briefing online [19] 03. Research Institution Proportion - No specific content provided. 04. Main Content Data - **Asset Sale Progress**: The company and relevant institutions are actively promoting the major asset sale. Progress announcements were disclosed on May 24, June 25, July 25, and August 23, 2025. Future information will be disclosed in stages according to the transaction progress [23][25]. - **Net Asset and Shareholder Number**: As of June 30, 2025, the number of shareholders was 41,731, and the net assets attributable to shareholders of the listed company were - 2,650,973,795.34 yuan [26]. - **Future Business Plan**: After the asset sale, the company will focus on urban comprehensive operation business and related consulting services [42].

Group 1 - The company held a performance briefing on September 4, 2025, where investors actively engaged with management regarding asset divestiture, business transformation, and operational development [1] - Investors inquired about the company's transition to a light asset property model after divesting from real estate, to which the company confirmed it is actively pursuing significant asset sales and will disclose progress as required [1] - The company reported a projected net asset deficit of over 1.7 billion and an anticipated loss of nearly 900 million for 2025, prompting investor suggestions to divest related business segments [1] Group 2 - As of June 30, 2025, the number of shareholders was 41,731, and the unaudited net assets attributable to shareholders amounted to approximately 2.65 billion yuan [2] - The company plans to position itself as a listed platform for urban comprehensive operations within the Electric Power Construction Group after the asset divestiture, focusing on commercial and urban comprehensive operations and consulting services [2] - In response to concerns about stock price volatility and speculation regarding failed restructuring, the company assured that it is adhering to disclosure requirements and that significant asset sales are actively progressing [2]

Group 1: Asset Disposal and Financial Status - The company is actively promoting the disposal of major assets, with announcements made on May 24, June 25, July 25, and August 23 regarding the progress of asset disposal and related transactions [2][3][7]. - As of June 30, 2025, the company's net assets were reported at -2.65 billion yuan, indicating significant financial challenges [4]. - The company has incurred losses exceeding 5 billion yuan over the past four years, prompting discussions on the need for strategic changes [3][7]. Group 2: Investor Concerns and Company Responses - Investors have raised concerns about the sustainability of operations given the current revenue and cost structure, with a reported revenue of 1 yuan against a cost of 2 yuan [2][3]. - The company reassured investors that the asset disposal is aimed at improving asset quality, optimizing the asset structure, and enhancing sustainable operational capabilities [6][7]. - There is a requirement for the company to turn its net assets positive by the end of 2025 to avoid delisting risks, with less than four months remaining to achieve this [8]. Group 3: Future Business Direction - Post-asset disposal, the company plans to position itself as a platform for urban comprehensive operations under the China Electric Power Construction Group, focusing on commercial, office, and long-term rental apartment businesses [7][8]. - The management emphasized that the asset disposal will help maintain investor interests and improve the company's operational viability [5][6].