南国置业股份有限公司 重大信息内部报告管理办法 第一章 总 则 第一条 为规范南国置业股份有限公司（以下简称"公 司"）重大信息内部报告工作，保证公司内部重大信息的快速 传递、归集和有效管理，确保公司及时、真实、准确、完整地 披露所有对公司股票及其衍生品种交易价格可能产生较大影响 的信息，根据《中华人民共和国证券法》《上市公司信息披露 管理办法》《深圳证券交易所股票上市规则》等法律法规及 《公司章程》等制度的有关规定，结合公司的实际，制定本制 度。 第二条 本制度所称重大信息指对公司股票及其衍生品种 的交易价格产生较大影响的信息，包括但不限于重大交易信 息、重大经营管理信息、重大风险信息及其他可能对公司股票 及其衍生品种交易价格产生较大影响的信息等。 第三条 本制度所指"报告义务人"包括： （一）公司董事、监事、高级管理人员、各中心（或部 - 1 - 门）负责人； （二）公司下属各单位负责人、财务负责人； （三）公司派驻各子公司的董事、监事和高级管理人员， 委派参与子公司股东会会议的股东代表； （四）公司各中心（或部门）、下属各单位的信息报送联 络人； （五）公司控股股东和实际控制人； （六）持有公司5%以上 ...

Financial Performance - The company's operating revenue for the first half of 2023 was ¥443,831,445.75, a decrease of 72.20% compared to ¥1,596,330,913.35 in the same period last year[20]. - The net profit attributable to shareholders of the listed company was -¥677,851,694.30, representing an 84.79% decline from -¥371,935,872.00 in the previous year[20]. - The basic earnings per share for the reporting period was -¥0.3909, down 84.82% from -¥0.2145 in the same period last year[20]. - The total operating revenue for the first half of 2023 was CNY 443,831,445.75, a decrease of 72.20% compared to CNY 1,596,330,913.35 in the same period last year[51]. - The revenue from property sales was CNY 163,879,975.78, representing a significant decline of 87.11% from CNY 1,271,584,042.91 year-on-year[51]. - The company reported a significant increase in its operational efficiency, with a 0.70% increase in transaction amounts related to daily operations[89]. - The company reported a total comprehensive loss for the first half of 2023 of CNY -723,673,250.73, compared to a loss of CNY -347,513,933.91 in the same period of 2022[152]. Cash Flow and Liquidity - The net cash flow from operating activities improved to ¥449,184,671.21, a significant increase of 128.28% compared to -¥1,588,101,247.80 in the same period last year[20]. - The cash and cash equivalents decreased by 85.90% to CNY -395,688,185.36, compared to CNY -2,805,928,475.84 in the previous year[53]. - The cash flow from investment activities improved to CNY 82,084,066.94, a 153.35% increase from CNY -153,854,598.79 in the previous year[53]. - The total cash inflow from financing activities was 3,613,122,057.90 CNY, compared to 3,475,742,747.23 CNY in the previous year[159]. - The total cash outflow from investment activities was 720,675.19, indicating significant investment in fixed and intangible assets[161]. Assets and Liabilities - The total assets at the end of the reporting period were ¥29,367,414,536.00, reflecting a slight increase of 0.59% from ¥29,113,845,703.73 at the end of the previous year[20]. - The total liabilities as of June 30, 2023, amounted to CNY 25.86 billion, up from CNY 25.01 billion, indicating an increase of approximately 3.4%[144]. - The company's total assets reached CNY 29.37 billion, slightly up from CNY 29.19 billion, showing a growth of about 0.6%[144]. - The total owner's equity decreased to CNY 3.51 billion from CNY 4.18 billion, a decline of approximately 16%[144]. - The company's long-term borrowings stood at CNY 2,698,613,255.00, a slight decrease of 0.77% from CNY 2,908,190,000.00[56]. Market and Operational Strategy - The company operates 20 commercial projects with a total area of 1.2 million square meters, achieving significant improvements in commercial operations in the first half of 2023[28]. - The company is expanding its business footprint across key cities in China, including Beijing, Shenzhen, and Guangzhou, reflecting its national growth strategy[27]. - The company has established partnerships with major firms such as China Resources, China Merchants, and Poly, focusing on a "joint investment + joint operation" model[29]. - The company is actively pursuing new strategies for market expansion, including potential mergers and acquisitions in key urban areas[33]. - The company aims to maintain a healthy balance sheet while pursuing growth opportunities in emerging markets[33]. Risks and Challenges - The company faces various risks including macroeconomic, policy, market, operational, and financing interest rate risks, which investors should be aware of[4]. - The company faced macroeconomic risks due to slowing domestic economic growth and uncertainties in the international economic environment, which may impact the real estate market[68]. - The company emphasizes the importance of market monitoring to adjust investment strategies and product offerings in response to local market conditions[69]. Corporate Governance and Compliance - The company has fulfilled its information disclosure obligations in accordance with the Shenzhen Stock Exchange's regulations, ensuring timely, truthful, and complete disclosures throughout the year[78]. - The company has maintained a stable financial condition while protecting creditor interests, ensuring timely payment of interest to financial institutions[78]. - The financial report was approved by the board of directors on August 30, 2023, indicating a commitment to transparency and compliance with regulations[178]. - The company has not engaged in any violations regarding external guarantees during the reporting period[85]. Future Outlook - The company plans to expand its market presence in the Yangtze River Delta region, targeting a 25% increase in market share by 2025[35]. - The company has set a performance guidance of 2.5 billion yuan in revenue for the full year 2023, with an expected growth rate of 20%[34]. - Future guidance estimates a revenue growth of 15% for the full year 2023, projecting total revenue to reach approximately 3.5 billion yuan[168].

Business Strategy and Development - Focus on becoming a leading urban operation service provider in China, leveraging shareholder resources [1][3] - Implement the "1231" development strategy: 1 main business (operation services), 2 positioning (asset value preservation and urban operation platform), 3 business modules (commercial operation services, urban operation, diversified investment), and 1 breakthrough (capital operation) [3] - Optimize business models and strengthen cooperation with benchmark enterprises, forming a "joint investment + joint operation" development path [4] Financial Performance - 2022 revenue increased by 199.98% year-on-year, mainly due to project completions in Shenzhen and Nanjing [2] - Main business segments include property sales, property leasing, property management, hotel operations, and others [2] Shareholder and Investor Relations - No current plans for restructuring China Power Construction Real Estate business [1] - Confidence in future performance and commitment to delivering actual returns to shareholders [1] - Future three-year shareholder return plan aims to meet regulatory requirements and protect investor rights [2] Operational Highlights - Current projects and sales information detailed in the 2022 annual report [3] - Land reserve and development plans outlined in the 2022 annual report [3] - 2023 residential project sales plans detailed in the 2022 annual report [4] Industry Outlook - Actively monitor industry trends and learn from benchmark enterprises [2] - Transition towards comprehensive operation services, focusing on industrial operation and urban operation [3]

股票代码：002305 证券简称：南国置业 南国置业股份有限公司 | 投资者关系活动类 | □特定对象调研 □分析师会议 | | --- | --- | | 别 | □媒体采访 √业绩说明会 | | | □新闻发布会 □路演活动 | | | □现场参观 | | | □其他 （请文字说明其他活动内容） | | 参与单位名称及人 | 线上参与公司南国置业 2022 年度报告网上说明会的投 | | 员姓名 | 资者 | | 时间 | 2023 年 05 月 09 日（星期二）下午 14:00-15:00 | | 地点 | "南国置业投资者关系"微信小程序 | | 上市公司接待人员 | 董事长：武琳女士 | | 姓名 | 董事、总经理：李明轩先生 | | | 副总经理、董事会秘书：畅文智先生 | | | 副总经理、财务总监：鄢浩文先生 | | | 独立董事：俞波先生 | | | 1、问：公司有考虑重组电建房地产业务吗？ 答：公司目前暂无此计划。公司将进一步聚焦主责主业， | | | 充分开发和利用股东资源优势，致力于成为国内领先的 | | 投资者关系活动主 | 城市运营服务商。 | | 要内容介绍 | 2、问：作为享 ...

Financial Performance - The company's operating revenue for 2022 was ¥9,819,013,472.25, representing a 199.98% increase compared to ¥3,273,257,725.87 in 2021[21] - The net profit attributable to shareholders was -¥866,902,225.46, an improvement of 22.27% from -¥1,115,262,909.81 in the previous year[21] - The cash flow from operating activities was -¥2,337,039,343.36, a decline of 206.36% compared to ¥2,197,315,403.19 in 2021[21] - The total assets at the end of 2022 were ¥29,113,845,703.73, down 18.26% from ¥35,616,078,686.54 at the end of 2021[21] - The net assets attributable to shareholders decreased by 28.81% to ¥2,097,740,898.10 from ¥2,946,597,748.17 in 2021[21] - The basic earnings per share for 2022 was -¥0.4999, an improvement of 22.27% from -¥0.6431 in 2021[21] - The weighted average return on equity was -34.41%, slightly worse than -32.01% in the previous year[21] Cash Flow and Liquidity - The company reported a significant decline in cash flow, indicating potential liquidity issues[21] - The financing balance at the end of the reporting period was ¥5,975,482,390, with bank loans amounting to ¥3,342,280,000 and an average financing cost of 4.58%[47] - The company provided mortgage guarantees for homebuyers totaling ¥439,487,935.05, with no significant financial impact reported[48] Strategic Initiatives and Investments - The company plans not to distribute cash dividends or issue bonus shares[5] - The company acquired identifiable net assets of subsidiaries at a fair value of 146,188,516.00 CNY, indicating strategic investments in growth[28] - The company is exploring new development models in the real estate sector, including private equity investment funds to revitalize existing properties[33] - The company is focusing on expanding its market presence in Chongqing and Nanjing, with several new projects in the pipeline[39] - The company plans to complete the residential project in Wuhan by July 2023, with a total investment of 136.9 million yuan[39] Market and Operational Strategy - The company’s operational strategy includes a focus on commercial real estate, with successful projects in major cities like Beijing, Shenzhen, and Guangzhou[35] - The company has established strategic partnerships with major firms such as China Resources and Poly, enhancing its market position[35] - The company’s future outlook remains positive, supported by favorable government policies and a recovering real estate market[33] Awards and Recognition - The company’s brand recognition improved, winning multiple awards including the "2022 Outstanding Quality Enterprise Award" and "2022 Listed Company Social Responsibility Award"[36] - The company has received multiple awards for its urban renewal projects, indicating its capability in revitalizing industrial assets and meeting urban development needs[53] Risks and Challenges - The management highlighted ongoing risks including macroeconomic, policy, and market risks that could impact future performance[4] - The company acknowledges risks from macroeconomic factors, including slowing economic growth and uncertainties in the international economic landscape, which may impact the real estate market[87] - The company faces policy risks due to increased government regulation and the need for adaptive strategies in response to changing macro-control policies[88] Corporate Governance - The company emphasizes investor relations management through various communication methods, ensuring timely responses to investor inquiries[95] - The company has established an internal audit system to enhance operational standards and protect shareholder rights[95] - The company maintains independence from its controlling shareholder in terms of assets, personnel, finance, and operations, ensuring independent decision-making[97] Employee Management and Training - The company has established a comprehensive employee management and compensation system, ensuring independence from the controlling shareholder[97] - The company conducted a total of 9 company-level training sessions and 12 professional training sessions, with over 42,800 internal training sessions held[127] Subsidiaries and Acquisitions - The company added new subsidiaries during the reporting period, including Xi'an Longyue Taiheng Real Estate Co., Ltd. and Hebei Xiong'an Longshao Trading Co., Ltd.[64] - The company’s subsidiary Chongqing Kangtian Mingyue Real Estate Development Co., Ltd. achieved an operating income of 1,691,283,000 yuan and a net profit of 237,559,600 yuan[83] Future Outlook - The company aims to become a leading urban operation service provider in China during the 14th Five-Year Plan, focusing on commercial operation services and urban comprehensive operation[85] - The company plans to actively participate in investments in operation service companies, establishing a comprehensive professional operation service system centered on urban operation, commerce, property, and industry[86] - The company has set ambitious growth targets for the next three years, aiming for a substantial recovery in its financial performance[106]

Financial Performance - The company's operating revenue for Q1 2023 was ¥194,525,002.97, a decrease of 58.60% compared to ¥469,816,253.66 in the same period last year[5] - The net loss attributable to shareholders was ¥163,775,278.33, representing a decline of 179.68% from a loss of ¥58,557,898.78 in the previous year[5] - The company reported a net loss of ¥182,290,093.60 for Q1 2023, compared to a loss of ¥76,356,045.55 in the previous year[16] - The total profit for Q1 2023 was a loss of ¥181,343,140.89, compared to a loss of ¥75,951,736.01 in Q1 2022, representing an increase in losses of approximately 138%[17] - The net profit attributable to the parent company was a loss of ¥163,775,278.33, compared to a loss of ¥58,557,898.78 in the same period last year, indicating a year-over-year increase in losses of about 179%[17] Cash Flow and Liquidity - The net cash flow from operating activities increased by 117.19%, reaching ¥303,977,051.10, compared to a negative cash flow of ¥1,768,406,868.41 in the same period last year[5] - The operating cash flow for Q1 2023 was ¥303,977,051.10, a significant improvement from a negative cash flow of ¥1,768,406,868.41 in Q1 2022[20] - Cash inflows from operating activities totaled ¥1,123,701,458.55, while cash outflows were ¥819,724,407.45, resulting in a net cash inflow from operating activities[20] - Cash and cash equivalents decreased to ¥2,075,224,297.60 from ¥2,454,491,357.80 at the beginning of the year, a decline of 15.4%[13] - The company reported cash and cash equivalents at the end of Q1 2023 amounting to ¥2,014,453,089.36, a decrease from ¥4,555,988,086.58 at the beginning of the period[21] Assets and Liabilities - Total assets at the end of the reporting period were ¥28,843,287,862.91, a decrease of 0.93% from ¥29,113,845,703.73 at the end of the previous year[5] - Total liabilities decreased slightly to ¥24,920,613,205.70 from ¥25,011,172,171.15, a reduction of 0.4%[14] - The company's total equity decreased to ¥3,922,674,657.21 from ¥4,102,673,532.58, reflecting a decline of 4.4%[14] - Long-term borrowings increased by 14.18% compared to the beginning of the year, mainly due to new bank loans during the period[7] - Long-term borrowings increased to ¥3,320,690,000.00 from ¥2,908,190,000.00, representing a rise of 14.1%[14] Investment and Income - Investment income decreased by 439.08% year-on-year, attributed to the impact of the profit cycle of associated projects[7] - The company recorded an investment loss of ¥22,325,204.78 in Q1 2023, compared to a gain of ¥6,584,074.95 in the previous year[16] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 71,004, with the top two shareholders holding 40.49% of the total shares[9] Government Support - The company received government subsidies amounting to ¥3,414.00 during the reporting period[6] Operational Highlights - The company did not report any new product launches or technological advancements during this quarter[22] - There were no significant market expansions or mergers and acquisitions disclosed in the report[22] - The first quarter report was not audited, indicating that the figures may be subject to change upon final review[22]

证券代码：002305 证券简称：南国置业 公告编号：2023-019号 南国置业股份有限公司 参与方式二：微信扫一扫以下二维码： 投资者依据提示，授权登入"南国置业投资者关系"小程序，即可参与交流。 出席本次网上说明会的人员有：董事长武琳女士；董事、总经理李明轩先生； 1 关于举行 2022 年度业绩说明会并征集问题的公告 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。 南国置业股份有限公司（以下简称"公司"）已于2023年4月29日在巨潮资讯网 （http://www.cninfo.com.cn）上披露了《2022年年度报告》及《2022年年度报告 摘要》。 为便于广大投资者进一步了解公司2022年年度经营情况，公司定于2023年5月9 日（星期二）下午14:00—15:00在"南国置业投资者关系"小程序举行2022年度业 绩网上说明会。本次网上说明会将采用网络远程的方式举行，投资者可登陆"南国 置业投资者关系"小程序参与互动交流。为广泛听取投资者的意见和建议，提前向 投资者征集问题，提问通道自发出公告之日起开放。 参与方式一：在微信小程序中搜索"南国置业 ...

Group 1: Company Overview - Wuhan Nanguo Real Estate Co., Ltd. ranked 354th among Chinese multinational companies in 2012 and 2013 [1] - China Power Construction Group became the actual controller of Nanguo Real Estate in 2014, holding 40.94% of shares after a tender offer [2] - The partnership with China Power Construction Group enhances Nanguo's capabilities in capital raising, land acquisition, talent development, and management improvement [2] Group 2: Company Culture and Management - Nanguo Real Estate emphasizes a corporate culture of dedication, integrity, learning, and ideals [2] - The management team possesses extensive experience in real estate development and operations, maintaining a leading position in the commercial real estate industry [2] Group 3: Financial Performance - In 2014, Nanguo Real Estate achieved a net profit of 490 million yuan [2] - The company reported operating revenue of 2.647 billion yuan, representing a year-on-year growth of 59.91% [2]