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].

Core Viewpoint - *ST Nanzhi's stock hit the daily limit down, closing at 2.77 yuan, with a decline of 4.79%, reflecting severe financial distress and market sentiment [1][2]. Company Summary - The company reported a significant net loss of 898 million yuan in the first half of 2025, worsening by 206 times year-on-year, marking three consecutive years of losses and negative net assets [2]. - The company faces high interest-bearing debts, with 2.18 billion yuan due within one year, alongside substantial asset impairment losses, severely impacting its financial health [2]. - The stock's trading volume reached 114 million yuan, indicating investor activity despite the negative sentiment [1]. Industry Summary - The overall real estate industry is experiencing a downturn, with limited market interest, making it difficult for companies like *ST Nanzhi to attract investor attention [2]. - The introduction of a new concept of "yesterday's limit up" on August 30, 2025, did not lead to any substantial improvement in the company's fundamentals, highlighting a lack of appealing investment themes [2]. - Market sentiment is divided, with more investors leaning towards selling the stock due to the company's ongoing operational challenges, contributing to the downward pressure on the stock price [2].

Market Overview - On September 2, the real estate development sector declined by 0.84% compared to the previous trading day, with *ST Nanzhi leading the decline [1] - The Shanghai Composite Index closed at 3858.13, down 0.45%, while the Shenzhen Component Index closed at 12553.84, down 2.14% [1] Stock Performance - Notable gainers in the real estate sector included: - Nanshan Holdings (002314) with a closing price of 3.00, up 7.53% [1] - Wantong Development (600246) at 14.25, up 6.42% [1] - ST Zhongdi (000609) at 4.50, up 4.90% [1] - Conversely, *ST Nanzhi (002305) saw a significant drop of 4.89%, closing at 2.92 [2] - Other notable decliners included: - Electronic City (600658) down 4.67% to 6.12 [2] - Deep Housing A (000029) down 3.80% to 28.10 [2] Capital Flow - The real estate development sector experienced a net outflow of 1.188 billion yuan from institutional investors, while retail investors saw a net inflow of 989 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors are more active [2] Individual Stock Capital Flow - Nanshan Holdings (002314) had a net inflow of 127 million yuan from institutional investors, but saw outflows from both retail and speculative investors [3] - Other stocks like Xinda Real Estate (600657) and Vanke A (000002) also experienced varied capital flows, with institutional inflows but retail outflows [3]

Meeting Overview - The company held its 21st temporary board meeting of the 6th board on September 1, 2025, with all 7 directors present, ensuring compliance with legal and regulatory requirements [1][2]. Board Candidate Nomination - The board approved the nomination of seven candidates for the 7th board, including three independent director candidates [1][2]. - The candidates nominated are Li Mingxuan, Guo Chonghua, Liu Jun, Chang Haijun, Liao Yi, Yang Zexuan, and Lin Wanfa [1]. Voting Results - The voting results for the nomination were unanimous, with 7 votes in favor, 0 against, and 0 abstentions [2]. - The proposal will be submitted for review at the upcoming shareholders' meeting scheduled for September 17, 2025 [2]. Candidate Profiles - **Li Mingxuan**: Born in 1983, holds multiple degrees and has extensive experience in human resources and management within the company [4]. - **Guo Chonghua**: Born in 1979, has a background in engineering and cost management, currently serves as a general manager assistant at China Electric Power Construction Group [6]. - **Liu Jun**: Born in 1980, holds a degree in management and has served in various auditing roles, currently the chief auditor at China Electric Power Construction Group [7]. - **Chang Haijun**: Born in 1979, has a background in industrial management and currently serves as the general manager of the company [8]. - **Liao Yi**: Born in 1980, holds a PhD in law and is a professor at Wuhan University, also serves as an independent director [9]. - **Yang Zexuan**: Born in 1975, has a master's degree in management and extensive experience in commercial real estate [10]. - **Lin Wanfa**: Born in 1985, holds a PhD in management and is an associate professor at Wuhan University [12].