Group 1 - The company has approved a total guarantee limit of 155,145.15 million RMB for its subsidiaries from the 2024 annual general meeting to the 2025 annual general meeting, with specific allocations based on the subsidiaries' debt ratios [2] - The company has adjusted the guarantee amounts internally, reducing the guarantee for Jingzhou Nanguo Commercial Development Co., Ltd. from 11,897.4 million RMB to 0, while increasing the guarantee for Wuhan Nanguo Commercial Development Co., Ltd. to 11,897.4 million RMB [2] - The total external guarantee balance provided by the company and its subsidiaries is 132,148.30 million RMB, which accounts for 75.38% of the company's latest audited net assets [6] Group 2 - Wuhan Nanguo Commercial Development Co., Ltd. is fully owned by the company and has a registered capital of 640 million RMB, with a business scope that includes retail and wholesale of daily necessities, construction materials, and real estate development [3][4] - As of August 31, 2025, the company reported total assets of 2.657 billion RMB, total liabilities of 2.012 billion RMB, and a net asset value of 645 million RMB, with an operating income of 23 million RMB and a net loss of 22 million RMB [4]

证券代码：002305 证券简称：*ST 南置 公告编号：2025-074 号 南国置业股份有限公司 关于在控股子公司之间调剂担保额度的公告 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。 担保额度调整前后对比表 单位：万元 | 担保方 | 被担保方 | 最近一期 资产负债 | 已审批担 | 已使用担 | | 拟调整 | 调整后 担保额 | 调整后 可用额 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 保额度 | 保额度 | | 额度 | | | | | | 率 | | | | | 度 | 度 | | 南国置业 | | | | | | | | | | 股份有限 公司及下 | 荆州南国商业发 展有限公司 | 107.89% | 11,897.4 | | 0 | -11,897.4 | 0 | 0 | | 属子公司 | | | | | | | | | | 荆州南国 | | | | | | | | | | 商业发展 有限公司 | 武汉南国商业发 展有限公司 | 75.72% | 0 ...

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、公司于 2025 年 10 月 15 日召开第七届董事会第二次临时会议，审议通过了 《关于<南国置业股份有限公司重大资产出售暨关联交易报告书（草案）（修订稿）>及 其摘要的议案》等相关议案，公司拟向控股股东中国电建地产集团有限公司的全资子 公司上海泷临置业有限公司转让房地产开发、租赁业务相关资产及负债。具体内容详 见公司于 10 月 16 日在指定信息披露媒体上披露的《南国置业股份有限公司重大资产 出售暨关联交易报告书（草案）（修订稿）》等相关公告；公司于 2025 年 10 月 16 日披 露了《关于召开 2025 年第三次临时股东大会的通知》，拟于 2025 年 10 月 31 日召开 2025 年第三次临时股东大会审议本次交易的相关议案。 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； 证券代码：002305 证券简称：*ST 南置 公告编号：2025-073 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 ...

Core Viewpoint - *ST Nanzhi has experienced significant stock price increases, achieving a cumulative rise of 25.38% over six trading days, indicating strong market interest and volatility in its trading activity [2] Trading Performance - The stock recorded five trading halts within six days, showcasing a high level of trading activity and investor engagement [2] - The total trading volume reached 10.18 million shares today, with a transaction value of 25.14 million yuan, reflecting a turnover rate of 0.59% [2] - The stock's total market capitalization is approximately 4.28 billion yuan, with a circulating market value of 4.28 billion yuan [2] Market Dynamics - The stock has been listed on the "Dragon and Tiger List" due to a cumulative closing price deviation of 12% over three consecutive trading days, indicating significant price fluctuations [2] - The net selling by leading brokerage firms amounted to 14.63 million yuan, suggesting a cautious sentiment among institutional investors [2] Company Background - Nanguo Zhiyuan Co., Ltd. was established on July 27, 1998, with a registered capital of 1.73 billion yuan, indicating a long-standing presence in the market [2]

Core Viewpoint - *ST Nan Zhi (formerly Nan Guo Zhi Ye) is responding to the Shenzhen Stock Exchange's inquiry regarding its major asset sale and related party transactions, addressing concerns about delisting risks, sustainable operation capabilities, and future development plans [2][3]. Financial Performance - As of April 2025, *ST Nan Zhi's net assets attributable to shareholders are projected to be 538 million yuan, indicating a turnaround from negative to positive [2]. - The company expects to achieve operating revenue of 820 million yuan in the first half of 2025 [2]. Asset Sale Details - The company plans to transfer all real estate development and leasing-related assets and liabilities to a wholly-owned subsidiary of its controlling shareholder, China Power Construction Group [3]. - The transaction involves 17 equity assets and 11.579 billion yuan in other payables, with total assets involved nearing 20 billion yuan, and the transaction price set at 1 yuan [3]. Strategic Transformation - *ST Nan Zhi aims to focus on light asset operations, including commercial and industrial operations, to transform into a comprehensive urban operation service provider [5]. - The company believes that divesting heavy asset businesses will alleviate debt pressure and support long-term sustainable development [5]. Debt Management - As of April 2025, the balance of other payables is 13.488 billion yuan, and the completion of the transaction is expected to significantly reduce total liabilities and the debt-to-asset ratio [5]. Business Development Plans - The company is innovating in urban operation business and digital empowerment, aiming to establish a neighborhood commercial management brand [5]. - *ST Nan Zhi plans to expand its property management business, leveraging an industrial service system and urban renewal to create a differentiated competitive advantage [5]. Future Goals - By 2027, the company aims to achieve a total commercial operation area exceeding 2 million square meters, manage 12,000 long-term rental apartments, and generate 200 million yuan in property management revenue [6].

Core Viewpoint - The company, *ST Nanzhi, is responding to inquiries regarding its major asset sale and related transactions, addressing concerns about delisting risks, sustainable operations, and future development plans [1] Financial Performance - As of April 2025, the net assets attributable to the parent company shareholders are projected to be 538 million yuan, indicating a turnaround from negative to positive [1] - The company has achieved a revenue of 820 million yuan for the first half of 2025, suggesting that the financial data for 2025 will not trigger delisting risks after the transaction [1] - The balance of other payables is 13.488 billion yuan, and the transaction is expected to significantly reduce the company's debt pressure, improving profitability and risk resistance [1] Future Development Plans - The company aims to focus on light asset operations, particularly in urban operations and commercial management, transitioning towards a comprehensive urban operation service provider [1][2] - The strategic plan includes expanding into the Beijing market while deepening existing operations in cities like Wuhan, Chengdu, Shanghai, Guangzhou, and Hangzhou [2] - By 2027, the company targets to exceed 2 million square meters in commercial operations, manage 12,000 rental apartments, and achieve 200 million yuan in property management revenue [2] Strategic Transformation - The strategic transformation is a proactive adjustment to industry trends and a commitment to high-quality development paths [3] - The company is expected to unlock broader development opportunities in urban operations as its transformation initiatives are implemented [3]

Core Viewpoint - The real estate industry is undergoing significant pressure due to financing constraints and shrinking profit margins, prompting companies like Nanguo Real Estate to shift from "heavy asset development" to "light asset operation" [1][2] Group 1: Strategic Shift - Nanguo Real Estate plans to divest its loss-making real estate development business and focus on commercial and industrial operations, which are lighter asset businesses [2] - The divested assets are primarily high-debt and cyclical projects, transferred to the controlling shareholder, China Electric Power Construction Real Estate, to alleviate debt pressure and optimize the balance sheet [2] - This strategic move is not merely a reactive measure but a proactive adjustment towards building a sustainable business model [2][3] Group 2: Future Development Advantages - Post-asset sale, Nanguo Real Estate will become a light asset operation platform, benefiting from the strong support and synergy from its controlling shareholder [4] - The company has accumulated professional capabilities and brand value over the years, establishing a mature "big operation system" with various operational projects across commercial, industrial, and long-term rental sectors [5] - Nanguo Real Estate aims to become a comprehensive urban operation service provider covering multiple fields, leveraging its experience in urban renewal projects [5] Group 3: Market Response and Valuation - Companies that have shifted focus to light asset operations have generally experienced valuation recovery, characterized by low leverage, cyclical resilience, and stable cash flow [6] - Analysts suggest that Nanguo Real Estate, after completing its major asset divestiture and focusing on light asset operations, is likely to follow a similar path of value re-evaluation as seen in other companies [6]

Core Insights - The company is undergoing a significant asset sale and related party transaction, transferring real estate development and leasing business assets and liabilities to a wholly-owned subsidiary for a nominal price of 1 yuan [1][2] - The real estate industry has faced ongoing adjustments since 2024, leading to continuous losses for the company since 2021, with net profits of -867 million yuan, -1.693 billion yuan, and -2.238 billion yuan from 2022 to 2024 [1][2] - The transaction aims to divest the struggling real estate assets and focus on light asset businesses such as commercial and industrial operations, facilitating a strategic transformation [1][2] Financial Summary - The net asset value of the parent company's balance sheet is reported at 2.386 billion yuan, while the consolidated net assets stand at -3.011 billion yuan, with an assessment result of -2.934 billion yuan, indicating a devaluation rate of -223.00% and a slight increase of 2.55% on a consolidated basis [2] - The accounting treatment will result in a significant reduction in total assets and liabilities, leading to a positive net asset position for the company post-transaction [2] Future Strategy - The company plans to expand its urban operation business, develop a distinctive commercial management brand, and enhance property management services with a nationwide presence [2] - The controlling shareholder, Electric Power Construction Real Estate, and the actual controller, Electric Power Construction Group, will support the company's development and may inject synergistic assets in the future [2] - Measures to enhance profitability and operational stability have been outlined, while potential risks related to business transformation, market competition, operational talent, and regulatory compliance have been acknowledged [2]

Core Viewpoint - Nanguo Real Estate plans to sell its real estate development and leasing assets and liabilities to its controlling shareholder's wholly-owned subsidiary for 1 yuan, aiming to accelerate its transformation into a comprehensive urban operation service provider [1]. Group 1: Asset Sale and Financial Impact - The company received an inquiry from the Shenzhen Stock Exchange regarding its restructuring plan, ongoing operational capability, and related transactions [1]. - Since 2021, the company has reported continuous losses, with net profits of -867 million yuan, -1.693 billion yuan, and -2.238 billion yuan for the years 2022 to 2024, respectively [1]. - The company’s net assets were negative by the end of 2024, leading to a risk warning for delisting [1]. - The accounting treatment for the asset sale will result in a significant decrease in total assets and liabilities, with net assets expected to turn positive post-transaction [2]. Group 2: Future Development Plans - Nanguo Real Estate disclosed plans for the current year and the next two years, focusing on expanding urban operation services, advancing digital empowerment, and enhancing property management to improve competitiveness and profitability [2]. - The controlling shareholder and actual controller have committed to resolving competition issues in phases [2]. Group 3: Inventory and Asset Management - The company explained the rationale for retaining certain inventories, valued at 51.9162 million yuan as of April 2025, primarily consisting of unsold parking spaces and non-real estate development project inventories [1]. - The retention of inventory is influenced by factors such as transaction taxes, capital reserves, and sales disputes, with plans to expedite the resolution of related asset disputes [1].

Group 1 - The core point of the article is that Nanguo Real Estate plans to transfer its real estate development and leasing business assets and liabilities to its wholly-owned subsidiary for a nominal price of 1 yuan, as part of a strategic transformation amid ongoing challenges in the Chinese real estate market [1][2] - Since 2021, Nanguo Real Estate has been experiencing continuous losses, with net profits attributable to shareholders of -867 million yuan in 2022, -1.693 billion yuan in 2023, and projected -2.238 billion yuan in 2024, leading to negative net assets by the end of 2024 [1][2] - The transaction involves the transfer of 17 real estate development and leasing business equity assets, related receivables, and other assets, while retaining approximately 50.55 million yuan in inventory, primarily consisting of unsold parking spaces in Wuhan and Chengdu [1][2] Group 2 - The assessed net asset value of the transferred assets is -2.934 billion yuan, with a valuation decrease of 223% compared to the parent company's net asset value and a slight increase of 2.55% compared to the consolidated net asset value [2] - The company plans to innovate and develop urban operation businesses and enhance digital capabilities, aiming to establish a neighborhood commercial management brand and accelerate the expansion of property management services [2] - The controlling shareholder and actual controller have committed to resolving competition issues in stages, and the accountant found no significant discrepancies in the company's explanations regarding the transaction [2]