2025 上半年非经营性资金占用及其他关联资金往来情况汇总表 编制单位：南国置业股份有限公司 金额单位：人民币元 | 非经营性资金占用 | 资金占用方名称 | 占用方与上市公司 的关联关系 | 上市公司 核算的会 | 2025 年期初占 用资金余额 | 2025 上半年占用 累计发生金额（不 | 2025 上半年占 用资金的利息 | 2025 上半年偿 还累计发生金 | 2025 年 6 月末占 用资金余额 | 占用形成原 因 | 占用性质 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 计科目 | | 含利息） | （如有） | 额 | | | | | 控股股东、实际控制 | | | | | | | | | | | | 人及其附属企业 | | | | | | | | | | | | 小计 | | | | | | | | | | | | 前控股股东、实际控 | | | | | | | | | | | | 制人及其附属企业 | | | | | | | | | | | | 小计 | | | | | | | ...

1、审议通过了《关于公司 2025 年半年度报告及摘要的议案》 证券代码：002305 证券简称：*ST 南置 公告编号：2025-049 号 南国置业股份有限公司 第六届董事会第二十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、董事会会议召开情况 南国置业股份有限公司（以下简称"公司"）第六届董事会第二十次临时会议通知 于 2025 年 8 月 25 日以邮件及通讯方式送达，会议于 2025 年 8 月 28 日上午以通讯表 决的方式召开。会议由董事长李明轩先生主持，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、董事会会议审议情况 特此公告。 表决结果：同意 7 票，反对 0 票，弃权 0 票。 具体内容详见同日在巨潮资讯网披露的《公司 2025 年半年度报告》和《2025 年半 年度报告摘要》。 2、审议通过了《关于中国电建集团财务有限责任公司的持续风险评估报告》 表决结果：同意 4 票，反对 0 票，弃权 0 票。 关联董事李明轩、郭崇华、刘筠 ...

[Section I Important Notice, Table of Contents, and Definitions](index=2&type=section&id=第一节%20重要提示、目录和释义) [Important Notice](index=2&type=section&id=重要提示) The Board, Supervisory Board, and senior management guarantee the semi-annual report's truthfulness, accuracy, and completeness, with no planned profit distribution - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, free from false records, misleading statements, or major omissions[4](index=4&type=chunk) - Company head Li Mingxuan, chief accountant Yan Haowen, and head of accounting department Li Dongyao declare the financial report in this semi-annual report is true, accurate, and complete[4](index=4&type=chunk) - The company primarily faces macroeconomic, policy, market, operational, and financing interest rate risks in its operations[4](index=4&type=chunk) - The company plans not to distribute cash dividends, send bonus shares, or convert capital reserves to share capital for the half-year period[5](index=5&type=chunk) [Table of Contents](index=3&type=section&id=目录) This section outlines the report's structure, including company profile, MD&A, corporate governance, significant matters, share changes, bond information, financial reports, and other submitted data [List of Reference Documents](index=4&type=section&id=备查文件目录) Reference documents include accounting statements signed and stamped by the legal representative, chief accountant, and head of accounting, along with original announcements disclosed on CSRC-designated newspapers, stored at the company archives - Reference documents include accounting statements bearing the signatures and seals of the legal representative, chief accountant, and head of accounting department[9](index=9&type=chunk) - Reference documents also include the originals of all company documents and announcements publicly disclosed on newspapers designated by the China Securities Regulatory Commission during the reporting period[9](index=9&type=chunk) - The aforementioned documents are kept in the company's archives, located at No. 3 Jianghan North Road, Jianghan District, Wuhan City[10](index=10&type=chunk) [Definitions](index=5&type=section&id=释义) This section provides definitions for common terms used in the report, including company name, reporting period, regulatory bodies, and key related parties Major Definitions | Term | Definition | | :--- | :--- | | Company, This Company, Langold Real Estate | Langold Real Estate Co., Ltd. | | Reporting Period, This Reporting Period | January 1, 2025 to June 30, 2025 | | CSRC | China Securities Regulatory Commission | | SZSE | Shenzhen Stock Exchange | | PowerChina Group | Power Construction Corporation of China | | PowerChina Real Estate | PowerChina Real Estate Group Co., Ltd. | [Section II Company Profile and Key Financial Indicators](index=6&type=section&id=第二节%20公司简介和主要财务指标) [Company Profile](index=6&type=section&id=一、公司简介) This section introduces the company's basic information, including stock ticker, code, listing exchange, Chinese and English names, and legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | *ST Langold | | Stock Code | 002305 | | Stock Listing Exchange | Shenzhen Stock Exchange | | Company's Chinese Name | 南国置业股份有限公司 | | Company's Legal Representative | Li Mingxuan | [Contact Persons and Information](index=6&type=section&id=二、联系人和联系方式) This section provides contact details for the company's Board Secretary and Securities Affairs Representative, including name, address, phone, fax, and email Company Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Chang Wenzhi | No. 3 Jianghan North Road, Jianghan District, Wuhan City | 027-83988055 | 027-83988055 | ir@langold.com.cn | | Securities Affairs Representative | Guo Rui | No. 3 Jianghan North Road, Jianghan District, Wuhan City | 027-83988055 | 027-83988055 | ir@langold.com.cn | [Other Information](index=6&type=section&id=三、其他情况) During the reporting period, there were no changes in the company's registered address, office address, postal code, website, email, or information disclosure and storage locations; refer to the 2024 annual report - The company's registered address, office address and its postal code, company website, and email address remained unchanged during the reporting period[16](index=16&type=chunk) - The securities exchange website and media name and URL for the company's semi-annual report disclosure, and the company's semi-annual report storage location remained unchanged during the reporting period[17](index=17&type=chunk) [Key Accounting Data and Financial Indicators](index=7&type=section&id=四、主要会计数据和财务指标) This period, operating revenue decreased by 39.54% year-on-year, and net profit attributable to shareholders turned from profit to a significant loss, down 20,633.52%; net cash flow from operating activities significantly improved, up 128.36%; period-end total assets and net assets attributable to shareholders both decreased, with net assets being negative Key Accounting Data and Financial Indicators (This Reporting Period vs. Prior Year Period) | Indicator | This Reporting Period (yuan) | Prior Year Period (yuan) | Change from Prior Year Period | | :--- | :--- | :--- | :--- | | Operating Revenue | 819,552,491.87 | 1,355,635,606.38 | -39.54% | | Net Profit Attributable to Shareholders of Listed Company | -897,824,914.98 | 4,372,483.62 | -20,633.52% | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | -912,385,492.42 | -529,294,059.32 | -72.38% | | Net Cash Flow from Operating Activities | 390,338,241.01 | -1,376,291,478.12 | 128.36% | | Basic Earnings Per Share (yuan/share) | -0.5177 | 0.0025 | -20,808.00% | | Diluted Earnings Per Share (yuan/share) | -0.5177 | 0.0025 | -20,808.00% | | Weighted Average Return on Net Assets | -40.77% | 0.90% | -41.67% | Key Accounting Data and Financial Indicators (Period-End vs. Prior Year-End) | Indicator | This Reporting Period-End (yuan) | Prior Year-End (yuan) | Change from Prior Year-End | | :--- | :--- | :--- | :--- | | Total Assets | 20,261,983,969.34 | 21,058,044,676.67 | -3.78% | | Net Assets Attributable to Shareholders of Listed Company | -2,650,973,795.34 | -1,753,148,880.36 | -51.21% | [Differences in Accounting Data under Domestic and Overseas Accounting Standards](index=7&type=section&id=五、境内外会计准则下会计数据差异) During the reporting period, there were no differences in net profit and net assets between financial reports prepared under international or overseas accounting standards and Chinese accounting standards - The company had no differences in net profit and net assets between financial reports disclosed under international accounting standards and Chinese accounting standards during the reporting period[20](index=20&type=chunk) - The company had no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese accounting standards during the reporting period[21](index=21&type=chunk) [Non-Recurring Gains and Losses and Amounts](index=7&type=section&id=六、非经常性损益项目及金额) Total non-recurring gains and losses for this reporting period amounted to **14.56 million yuan**, primarily from disposal of non-current assets and other non-operating income and expenses Non-Recurring Gains and Losses and Amounts | Item | Amount (yuan) | | :--- | :--- | | Gains or losses from disposal of non-current assets (including the write-off portion of asset impairment provisions) | 6,488,507.11 | | Other non-operating income and expenses apart from the above items | 7,924,716.20 | | Less: Income tax impact | 506.04 | | Minority interest impact (after tax) | -147,860.17 | | Total | 14,560,577.44 | - The company has no other specific situations of profit and loss items that meet the definition of non-recurring gains and losses[24](index=24&type=chunk) - The company has no situations where non-recurring gains and losses items listed in "Interpretive Announcement No. 1 on Information Disclosure by Companies Issuing Securities to the Public - Non-Recurring Gains and Losses" are defined as recurring gains and losses[24](index=24&type=chunk) [Section III Management Discussion and Analysis](index=9&type=section&id=第三节%20管理层讨论与分析) [Company's Main Business Activities During the Reporting Period](index=9&type=section&id=一、报告期内公司从事的主要业务) Langold Real Estate, a central SOE-controlled commercial real estate company, focuses on commercial operations, industrial operations, and long-term rental apartments, with a nationwide presence, and is advancing a major asset sale to improve asset quality and optimize structure - Langold Real Estate is a comprehensive development and operation enterprise with Grade A real estate development qualification, guided by commercial real estate and covering various property types[26](index=26&type=chunk) - The company's main businesses include "commercial operations, industrial operations, and long-term rental apartments" across three major segments, with a business layout covering multiple key core cities nationwide, including Beijing, Shenzhen, Guangzhou, Wuhan, Chongqing, Chengdu, Nanjing, and Changsha[26](index=26&type=chunk) - The company is planning and advancing a major asset sale and related party transaction, intending to transfer its real estate development business and related assets and liabilities to its controlling shareholder, PowerChina Real Estate, to improve asset quality and optimize asset structure[29](index=29&type=chunk) - In the first half of 2025, China's GDP grew by **5.3%**, with the national economy operating generally stable and making steady progress[30](index=30&type=chunk) - In real estate, policy benefits continue to be implemented, with over **340** optimization policies introduced in more than **160** provinces, cities, and counties nationwide, covering financial support, urban renewal, home purchase subsidies, and inventory reduction[31](index=31&type=chunk) [Overview of Main Business](index=9&type=section&id=主要业务概述) Langold Real Estate is a comprehensive development and operation enterprise with Grade A real estate development qualification, centered on commercial real estate, covering commercial operations, industrial operations, and long-term rental apartments, with a national layout - Langold Real Estate is a comprehensive development and operation enterprise, guided by commercial real estate and covering various property types, holding a Grade A real estate development qualification[26](index=26&type=chunk) - The company's main businesses include "commercial operations, industrial operations, and long-term rental apartments" across three major segments, with a business layout covering multiple key core cities nationwide[26](index=26&type=chunk) [Commercial Operations Segment](index=9&type=section&id=商业运营板块) The company operates 23 commercial projects totaling **1.32 million square meters** across four product lines, signed over 180 new brands in H1, improving operational efficiency and winning 18 industry awards, rising to 30th in "Top 100 Commercial Real Estate" list - During the reporting period, the company operated **23** commercial projects with an operating area of **1.32 million square meters**, creating four product lines: Pan Yue Mall, Pan Yue Hui, Pan Yue Fang, and Nangguo Dajiazhuang[27](index=27&type=chunk) - In the first half of the year, over **180** new brands were signed, operational efficiency continued to improve, brand influence expanded, and **18** authoritative awards were won[27](index=27&type=chunk) - The company rose to **30th** place in the "Top 100 Commercial Real Estate" list, with its ranking continuously climbing[27](index=27&type=chunk) [Industrial Operations Segment](index=9&type=section&id=产业运营板块) The company operates 7 industrial projects totaling approximately **0.17 million square meters**, including industrial parks, hotels, and office buildings, achieving significant progress in market-oriented urban operations expansion through cooperation with local state-owned platforms - The company operates **7** industrial projects with an operating area of approximately **0.17 million square meters**, covering industrial parks, hotels, and office buildings[28](index=28&type=chunk) - Leveraging the resource advantages of its controlling shareholder and actual controller, the company has achieved significant progress in market-oriented urban operations expansion through active cooperation with various local state-owned asset platforms[28](index=28&type=chunk) [Long-Term Rental Apartment Segment](index=9&type=section&id=长租公寓板块) The company operates 5 long-term rental apartment projects totaling approximately **0.08 million square meters** in Chengdu, Wuhan, Shanghai, and Hangzhou, building differentiated competitive advantages through "location advantage + quality service" model and laying a foundation for scaled replication - The company operates **5** long-term rental apartment projects with an operating area of approximately **0.08 million square meters**, forming a coverage across Chengdu, Wuhan, Shanghai, and Hangzhou[28](index=28&type=chunk) - The company has built differentiated competitive advantages by creating a "location advantage + quality service" dual-driven model, laying a mature operational foundation and a verifiable business model for subsequent scaled replication in key national cities[28](index=28&type=chunk) [Major Asset Sale and Related Party Transaction](index=9&type=section&id=重大资产出售暨关联交易) The company is planning to transfer real estate development assets and liabilities to its controlling shareholder PowerChina Real Estate to improve asset quality, optimize asset structure, enhance sustainable operations and profitability, and protect investor interests - The company is planning and advancing a major asset sale and related party transaction, intending to transfer its real estate development business and related assets and liabilities to its controlling shareholder, PowerChina Real Estate[29](index=29&type=chunk) - This transaction is beneficial for improving the company's asset quality, optimizing its asset structure, enhancing its sustainable operating capacity and profitability, and protecting investor interests[29](index=29&type=chunk) [Industry Environment Analysis](index=9&type=section&id=行业环境分析) In H1 2025, China's GDP grew by 5.3%, with stable national economic performance; the real estate sector saw over 340 optimization policies, focusing on "good housing" construction; urban operations advanced towards smart and refined development, with increased investment in high-tech parks and ongoing urban renewal projects - In the first half of 2025, China's GDP grew by **5.3%**, with the national economy operating generally stable and making steady progress[30](index=30&type=chunk) - In real estate, "good housing" construction has become an important component in building a new model for real estate development, with the government work report setting the tone for "stopping decline and stabilizing recovery," and over **340** optimization policies introduced across various regions[31](index=31&type=chunk) - In urban operations, there is a continuous move towards smart and refined development, with investment in high-tech industries maintaining good growth momentum and urban renewal projects continuously advancing[32](index=32&type=chunk) [Cumulative Land Reserve Situation](index=10&type=section&id=累计土地储备情况) As of the end of the reporting period, the company's cumulative land reserves are primarily concentrated in the Guangzhou Yongyun Mansion project, with a total land area of **88,900 square meters**, total GFA of **201,700 square meters**, and remaining developable GFA of **43,900 square meters** Cumulative Land Reserve Situation | Project/Region Name | Total Land Area (ten thousand sq.m) | Total GFA (ten thousand sq.m) | Remaining Developable GFA (ten thousand sq.m) | | :--- | :--- | :--- | :--- | | Guangzhou Yongyun Mansion Project | 8.89 | 20.17 | 4.39 | | Total | 8.89 | 20.17 | 4.39 | [Major Project Development Status](index=10&type=section&id=主要项目开发情况) The company's major development projects are concentrated in Chongqing and Guangzhou, primarily residential, with some completed or under construction, involving significant cumulative investment Major Project Development Status | City/Region | Project Name | Project Type | Equity Ratio | Development Progress | Completion Progress | Planned GFA (sq.m) | Cumulative Completed Area (sq.m) | Estimated Total Investment (ten thousand yuan) | Cumulative Total Investment (ten thousand yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Chongqing | Chongqing Qingyun Jieting | Residential | 66.00% | Under Construction | 80.00% | 141,615.76 | 121,511.69 | 181,043.09 | 157,419.38 | | Chongqing | Chongqing Longyue Chang'an | Residential | 66.00% | Under Construction | 80.00% | 111,892 | 125,603.5 | 195,801.06 | 180,711.04 | | Chongqing | Mingyue City Longzhouwan | High-rise, Garden House, Apartment, Shop | 35.76% | Under Construction | 98.00% | 547,756.81 | 591,429.91 | 659,369.18 | 537,710.06 | | Chongqing | Mingyue City Gongyuanli | High-rise, Garden House, Apartment, Shop | 50.00% | Completed | 100.00% | 525,017.71 | 709,980.27 | 662,067.27 | 638,668.52 | | Guangzhou | Yongyun Mansion | Residential/Commercial/Parking | 50.00% | Under Construction | 59.00% | 134,731 | 79,620 | 544,458.9 | 451,751.69 | [Major Project Sales Performance](index=11&type=section&id=主要项目销售情况) The company's major sales projects are in Changsha, Chongqing, and Guangzhou, with Chongqing Longyue Chang'an and Guangzhou Yongyun Mansion having high pre-sale amounts of **217.69 million yuan** and **387.44 million yuan** respectively in this period Major Project Sales Performance | City/Region | Project Name | Project Type | Equity Ratio | Planned GFA (sq.m) | Salable Area (sq.m) | Cumulative Pre-sale Area (sq.m) | Current Period Pre-sale Area (sq.m) | Current Period Pre-sale Amount (ten thousand yuan) | Cumulative Settlement Area (sq.m) | Current Period Settlement Area (sq.m) | Current Period Settlement Amount (ten thousand yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Changsha | Changsha Longyue Chang'an | Residential/Commercial/Parking | 100.00% | 98,841 | 98,082 | 62,518.80 | 12,052.68 | 14,383.96 | 34,792.46 | 3,240.43 | 3,270.6 | | Chongqing | Mingyue City Longzhouwan | Residential/Commercial/Parking | 35.76% | 547,757 | 538,829 | 452,408.73 | 19,124.53 | 20,758.76 | 397,536.03 | 6,542.27 | 8,136.74 | | Chongqing | Chongqing Longyue Chang'an | Residential/Parking | 66.00% | 111,892 | 111,155 | 101,055.88 | 17,718.12 | 21,769.02 | 79,734.53 | 25,848.07 | 33,396.67 | | Guangzhou | Yongyun Mansion | Residential/Commercial/Parking | 50.00% | 134,734 | 130,026.97 | 69,338.88 | 15,962.06 | 38,743.67 | 48,234.57 | 34,791.57 | 86,947.56 | [Major Project Leasing Performance](index=11&type=section&id=主要项目出租情况) The company operates multiple leasing projects in Wuhan, Chengdu, Xiangyang, Hangzhou, Shanghai, and Chongqing, covering various formats including shopping malls, office buildings, industrial parks, long-term rental apartments, and hotels, with some projects like Pan Yue Southland Center (Phase I) achieving 100% occupancy Major Project Leasing Performance | Project Name | Location | Project Type | Equity Ratio | Leasable Area (sq.m) | Cumulative Leased Area (sq.m) | Average Occupancy Rate | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Pan Yue Southland Plaza A | Wuhan | Lifestyle Mall | 100.00% | 39,797.78 | 36,883.13 | 92.68% | | Pan Yue Southland Center (Phase I) | Wuhan | Lifestyle Mall | 100.00% | 40,291.99 | 40,291.99 | 100.00% | | Pan Yue Center Xiangyang | Xiangyang | Office Building | 100.00% | 17,547.45 | 17,547.45 | 100.00% | | Nangguo Yuegongguan | Wuhan | Office Building | 100.00% | 6,069.47 | 6,069.47 | 100.00% | | Wan'an International | Wuhan | Office Building | 100.00% | 7,567.85 | 7,567.85 | 100.00% | | Zhongcheng Yuecheng K3 Plot Project | Wuhan | Hospital | 100.00% | 8,600.80 | 8,600.80 | 100.00% | | Chengdu Mingyue Tianhe Jiuxi Project | Wuhou District, Chengdu | Long-Term Rental Apartment | 100.00% | 13,262.34 | 12,887.90 | 97.18% | [Financing Channels](index=13&type=section&id=融资途径) The company primarily finances through bank loans, bills, and other methods, with a total financing balance of **3.67 billion yuan** at period-end; bank loan financing costs range from 2.8% to 4.95%, while other financing costs are 3.42% to 4.23% Financing Channels and Maturity Structure | Financing Channel | Period-End Financing Balance (ten thousand yuan) | Financing Cost Range/Average Financing Cost | Within 1 Year (ten thousand yuan) | 1-2 Years (ten thousand yuan) | 2-3 Years (ten thousand yuan) | Over 3 Years (ten thousand yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Bank Loans | 268,576.8 | 2.8%-4.95%/4% | 70,230.00 | 63,598.10 | 29,062.50 | 105,686.20 | | Bills | 9,282.69 | - | 9,282.69 | - | - | - | | Other | 88,780 | 3.42%-4.23%/3.939% | 56,880.00 | 31,900.00 | 0.00 | 0.00 | | Total | 366,639.49 | - | 136,392.69 | 95,498.10 | 29,062.50 | 105,686.20 | [Development Strategy and Business Plan for the Next Year](index=13&type=section&id=发展战略和未来一年经营计划) The company's "14th Five-Year Plan" vision is to become a leading urban operations service provider, positioned as a value-preserving and appreciating platform for PowerChina Group's operational assets; in the next year, it will focus on becoming a professional light-asset operations company, eventually an all-format asset management company, and enhance digital and AI application in project operations - The company's "14th Five-Year Plan" vision is to "become a leading urban operations service provider," with a strategic positioning as "PowerChina Group's platform for value preservation and appreciation of operational assets, and PowerChina Real Estate's main platform for urban operations business"[36](index=36&type=chunk) - The company will implement the "1231" development guideline, focusing on operations services as its main business, deeply cultivating the industrial operations sector, and using capital operations as a breakthrough[36](index=36&type=chunk) - In the next year, the company aims to become a "professional light-asset operations company," with a long-term goal of becoming an "all-format asset management company" covering commercial, industrial, and long-term rental apartments[37](index=37&type=chunk) - In commercial operations, the company will further strengthen the role of digitalization and AI technology in project operations, utilizing AI algorithms to predict foot traffic and tenant demand, and optimize rental strategies and business mix[37](index=37&type=chunk) [Guarantees Provided to Homebuyers for Bank Mortgage Loans](index=14&type=section&id=向商品房承购人因银行抵押贷款提供担保) As of June 30, 2025, the company's outstanding mortgage loan guarantees for homebuyers totaled **53 million yuan**, which is considered controllable and has no significant impact on the company's financial condition - As of June 30, 2025, the outstanding balance of mortgage loan guarantees provided by the company and its relevant subsidiaries to customers purchasing the company's commercial properties was **53 million yuan**[38](index=38&type=chunk) - The mortgage loan guarantee risk is controllable, thus this guarantee has no significant impact on the company's financial condition[38](index=38&type=chunk) [Core Competitiveness Analysis](index=14&type=section&id=二、核心竞争力分析) The company's core competitiveness lies in its continuously improving value creation capability, mature operating model and rich product lines, continuously optimized equity structure and strong shareholder support, and accumulated commercial capabilities and merchant resources - After years of commercial real estate development and operation practice, the company has grown into an influential commercial real estate developer and operator in the region, possessing strong "space" and "content" planning and merchant combination capabilities[39](index=39&type=chunk) - The company has formed a mature commercial real estate development and operation model, with continuously improving development and operation capabilities and brand influence across its four main product lines, and possesses rapid replication capabilities[40](index=40&type=chunk) - Controlling shareholder PowerChina Real Estate has pledged to leverage its resources and capital advantages to actively promote Langold Real Estate's business development and grant it priority selection rights, enhancing the company's project acquisition capabilities, basic management capabilities, and financial strength[41](index=41&type=chunk) - The company started early in the commercial sector, accumulating rich resources of high-quality brand merchants, and forming an agglomeration effect through integration, laying a foundation for national layout and light-asset development[42](index=42&type=chunk) [Main Business Analysis](index=14&type=section&id=三、主营业务分析) The company's main business revenue decreased by 39.54% year-on-year, primarily due to fewer properties available for settlement from real estate development cycles; property sales revenue declined by 46.74%, while property leasing and management revenue decreased by 12.44%; Chongqing and Hubei regions contributed the most revenue but both saw significant declines - This reporting period's operating revenue was **819.55 million yuan**, a year-on-year decrease of **39.54%**, primarily due to the impact of real estate project development cycles, resulting in fewer properties available for settlement compared to the prior year period[44](index=44&type=chunk)[45](index=45&type=chunk) - Net profit attributable to shareholders of the listed company was **-897.82 million yuan**, a year-on-year decrease of **20,633.52%**[19](index=19&type=chunk) - Net cash flow from operating activities was **390.34 million yuan**, a year-on-year increase of **128.36%**, primarily due to a reduction in intercompany payment outflows compared to the prior year period[45](index=45&type=chunk) [Overview](index=14&type=section&id=概述) The overview of main business refers to the relevant content in "I. Company's Main Business Activities During the Reporting Period" [Year-on-Year Changes in Key Financial Data](index=14&type=section&id=主要财务数据同比变动情况) Operating revenue and cost both significantly decreased, while selling expenses decreased by 52.00%; administrative and financial expenses increased; net cash flow from operating activities significantly improved, while cash flows from investing and financing activities saw large changes Year-on-Year Changes in Key Financial Data | Indicator | This Reporting Period (yuan) | Prior Year Period (yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 819,552,491.87 | 1,355,635,606.38 | -39.54% | Impacted by real estate project development cycles, fewer properties available for settlement this period compared to prior year period | | Operating Cost | 1,054,517,846.64 | 1,483,385,345.68 | -28.91% | Impacted by real estate project development cycles, fewer properties available for settlement this period compared to prior year period | | Selling Expenses | 47,082,971.07 | 98,090,477.75 | -52.00% | Real estate sales agency fees decreased compared to prior year period | | Administrative Expenses | 60,966,218.31 | 53,214,791.54 | 14.57% | - | | Financial Expenses | 320,767,602.90 | 268,036,471.92 | 19.67% | - | | Income Tax Expense | -17,291,679.86 | -22,078,716.59 | 21.68% | - | | Net Cash Flow from Operating Activities | 390,338,241.01 | -1,376,291,478.12 | 128.36% | Primarily due to reduced intercompany payment outflows compared to prior year period | | Net Cash Flow from Investing Activities | 94,882,939.39 | -189,455,333.84 | 150.08% | Primarily due to changes in consolidation scope from subsidiary equity sale in prior year period, resulting in negative investing cash flow in prior year period | | Net Cash Flow from Financing Activities | -154,674,055.95 | 94,406,362.46 | -263.84% | Primarily due to repayment of PowerChina Group loans this year | | Net Increase in Cash and Cash Equivalents | 330,547,124.45 | -1,471,340,449.50 | 122.47% | Primarily due to reduced intercompany payment outflows compared to prior year period | [Composition of Operating Revenue](index=15&type=section&id=营业收入构成) Total operating revenue for this reporting period was **820 million yuan**, down 39.54% year-on-year; property sales revenue accounted for 70.25%, down 46.74%; property leasing and management revenue accounted for 26.97%, down 12.44%; Chongqing contributed 65.37% of revenue but saw a 46.92% year-on-year decrease Composition of Operating Revenue (by Product and Region) | Category | Item | Current Period Amount (yuan) | Proportion of Operating Revenue | Prior Year Period Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Operating Revenue | - | 819,552,491.87 | 100% | 1,355,635,606.38 | 100% | -39.54% | | By Product | Property Sales | 575,696,741.30 | 70.25% | 1,080,992,315.25 | 79.74% | -46.74% | | | Property Leasing and Management | 221,073,160.26 | 26.97% | 252,471,673.81 | 18.62% | -12.44% | | | Hotel Operations and Other | 22,782,590.31 | 2.78% | 22,171,617.32 | 1.64% | 2.76% | | By Region | Chongqing | 535,754,661.19 | 65.37% | 1,009,303,222.01 | 74.45% | -46.92% | | | Hubei | 226,467,040.65 | 27.63% | 318,376,840.33 | 23.49% | -28.87% | | | Hunan | 32,706,046.81 | 3.99% | 504,716.98 | 0.04% | 6,380.08% | | | Sichuan | 22,558,887.34 | 2.75% | 23,222,003.55 | 1.71% | -2.86% | | | Hebei | 1,728,823.45 | 0.21% | 4,089,917.43 | 0.30% | -57.73% | | | Beijing | 337,032.43 | 0.04% | 138,906.08 | 0.01% | 142.63% | Industry, Product, or Region Accounting for Over 10% of Company's Operating Revenue or Operating Profit | Category | Operating Revenue (yuan) | Operating Cost (yuan) | Gross Margin | Operating Revenue Year-on-Year Change | Operating Cost Year-on-Year Change | Gross Margin Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Real Estate Industry | 819,552,491.87 | 1,054,517,846.64 | -28.67% | -39.54% | -28.91% | -19.25% | | Property Sales | 575,696,741.30 | 597,926,964.09 | -3.86% | -46.74% | -39.71% | -12.12% | | Property Leasing and Management | 221,073,160.26 | 431,506,419.76 | -95.19% | -12.44% | -7.50% | -10.41% | | Chongqing | 535,754,661.19 | 523,653,310.73 | 2.26% | -46.92% | -41.92% | -8.41% | | Hubei | 226,467,040.65 | 425,633,330.77 | -87.94% | -28.87% | -20.00% | -20.83% | [Non-Main Business Analysis](index=16&type=section&id=四、非主营业务分析) The company had no non-main business activities during the reporting period [Analysis of Assets and Liabilities](index=16&type=section&id=五、资产及负债状况分析) At the end of the reporting period, the company's total assets and net assets attributable to shareholders both decreased; monetary funds increased by 1.60% due to increased sales collection from development projects; no significant changes in major asset components like inventories, investment properties, and long-term equity investments; contract liabilities increased by 0.74%, and lease liabilities decreased by 0.79%; assets with restricted rights totaled **6.12 billion yuan** at period-end - At the end of this reporting period, total assets were **20.26 billion yuan**, a decrease of **3.78%** from the end of the prior year[19](index=19&type=chunk) - Net assets attributable to shareholders of the listed company were **-2.65 billion yuan**, a decrease of **51.21%** from the end of the prior year[19](index=19&type=chunk) - Monetary funds at period-end were **889.28 million yuan**, accounting for **4.39%** of total assets, an increase of **1.60%**, primarily due to increased sales collection from development projects[51](index=51&type=chunk) - Contract liabilities at period-end were **1.04 billion yuan**, accounting for **5.12%** of total assets, an increase of **0.74%**[51](index=51&type=chunk) - As of the end of the reporting period, the company's assets with restricted rights totaled **6.12 billion yuan**, mainly due to mortgages on inventories and investment properties[54](index=54&type=chunk) [Significant Changes in Asset Composition](index=16&type=section&id=1、资产构成重大变动情况) At the end of the reporting period, monetary funds increased by 1.60% of total assets, mainly due to increased sales collection from development projects; no significant changes in major asset components like inventories, investment properties, and long-term equity investments; contract liabilities increased by 0.74%, and lease liabilities decreased by 0.79% Significant Changes in Asset Composition | Item | Current Period-End Amount (yuan) | Proportion of Total Assets | Prior Year-End Amount (yuan) | Proportion of Total Assets | Proportion Change | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 889,284,504.38 | 4.39% | 587,594,612.39 | 2.79% | 1.60% | Increased sales collection from development projects | | Accounts Receivable | 247,695,358.19 | 1.22% | 324,732,794.67 | 1.54% | -0.32% | No significant change | | Contract Assets | 9,425,975.94 | 0.05% | 2,885,828.34 | 0.01% | 0.04% | No significant change | | Inventories | 9,216,661,349.87 | 45.49% | 9,687,404,787.79 | 46.00% | -0.51% | No significant change | | Investment Properties | 2,712,435,974.72 | 13.39% | 2,753,583,503.95 | 13.08% | 0.31% | No significant change | | Long-Term Equity Investments | 2,276,993,043.52 | 11.24% | 2,407,669,642.22 | 11.43% | -0.19% | No significant change | | Fixed Assets | 440,852,641.40 | 2.18% | 452,775,634.39 | 2.15% | 0.03% | No significant change | | Right-of-Use Assets | 1,258,416,180.83 | 6.21% | 1,470,242,313.08 | 6.98% | -0.77% | No significant change | | Contract Liabilities | 1,037,008,007.17 | 5.12% | 921,507,612.41 | 4.38% | 0.74% | No significant change | | Long-Term Borrowings | 2,190,178,000.00 | 10.81% | 2,177,588,000.00 | 10.34% | 0.47% | No significant change | | Lease Liabilities | 1,777,711,473.98 | 8.77% | 2,013,928,063.54 | 9.56% | -0.79% | No significant change | [Major Overseas Assets](index=17&type=section&id=2、主要境外资产情况) The company had no major overseas assets during the reporting period [Assets and Liabilities Measured at Fair Value](index=17&type=section&id=3、以公允价值计量的资产和负债) At period-end, the company's financial assets measured at fair value totaled **531,364.15 yuan**, primarily other equity instrument investments, with no change in fair value during the period Assets and Liabilities Measured at Fair Value | Item | Opening Balance (yuan) | Fair Value Change Gain/Loss for Current Period (yuan) | Cumulative Fair Value Change Included in Equity (yuan) | Impairment Provision for Current Period (yuan) | Purchase Amount for Current Period (yuan) | Sale Amount for Current Period (yuan) | Other Changes (yuan) | Closing Balance (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Financial Assets | - | - | - | - | - | - | - | - | | 4. Other Equity Instrument Investments | 531,364.15 | - | - | - | - | - | - | 531,364.15 | | Subtotal of Financial Assets | 531,364.15 | - | - | - | - | - | - | 531,364.15 | | Total Above | 531,364.15 | - | - | - | - | - | - | 531,364.15 | | Financial Liabilities | 0.00 | - | - | - | - | - | - | 0.00 | - The company's main asset measurement attributes did not undergo significant changes during the reporting period[54](index=54&type=chunk) [Asset Rights Restriction Status as of the End of the Reporting Period](index=17&type=section&id=4、截至报告期末的资产权利受限情况) As of the end of the reporting period, monetary funds, inventories, and investment properties had restricted rights, totaling **6.12 billion yuan** in book value, mainly due to mortgage guarantees, deposits, judicial freezes, and loan collateral Asset Rights Restriction Status | Item | Period-End Book Value (yuan) | Type of Restriction | Restriction Details | | :--- | :--- | :--- | :--- | | Monetary Funds | 21,714,824.63 | Mortgage guarantees, deposits, judicial freezes, etc. | Mortgage guarantees, deposits, judicial freezes | | Inventories | 4,771,669,520.91 | Mortgage | Loan collateral | | Investment Properties | 1,325,618,913.54 | Mortgage | Loan collateral | | Total | 6,119,003,259.08 | - | - | [Investment Analysis](index=17&type=section&id=六、投资状况分析) The company had no significant equity investments, non-equity investments, securities investments, or derivative investments, nor any use of raised funds during the reporting period - The company had no securities investments during the reporting period[56](index=56&type=chunk) - The company had no derivative investments during the reporting period[57](index=57&type=chunk) - The company had no use of raised funds during the reporting period[58](index=58&type=chunk) [Major Asset and Equity Sales](index=18&type=section&id=七、重大资产和股权出售) The company did not sell any major assets or equity during the reporting period - The company did not sell major assets during the reporting period[59](index=59&type=chunk) - The company did not sell major equity during the reporting period[60](index=60&type=chunk) [Analysis of Major Holding and Participating Companies](index=18&type=section&id=八、主要控股参股公司分析) This section discloses financial information for Wuhan Dabenyin Commercial Management Co., Ltd., a major subsidiary, with registered capital of **50 million yuan**, total assets of **3.97 billion yuan**, and net profit of **-281 million yuan**; the company did not acquire or dispose of any subsidiaries during the reporting period Major Subsidiaries and Associates with Over 10% Impact on Company's Net Profit | Company Name | Company Type | Main Business | Registered Capital (yuan) | Total Assets (yuan) | Net Assets (yuan) | Operating Revenue (yuan) | Operating Profit (yuan) | Net Profit (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Wuhan Dabenyin Commercial Management Co., Ltd. | Subsidiary | Commercial operations management; property management | 50,000,000.00 | 3,969,250,176.27 | -4,153,118,720.13 | 147,667,033.46 | -281,934,437.86 | -280,902,758.57 | - The company had no acquisitions or disposals of subsidiaries during the reporting period[61](index=61&type=chunk) [Structured Entities Controlled by the Company](index=19&type=section&id=九、公司控制的结构化主体情况) The company had no controlled structured entities during the reporting period [Risks Faced by the Company and Countermeasures](index=19&type=section&id=十、公司面临的风险和应对措施) The company faces market risks (regional supply/demand influence), operational risks (long development cycles, high capital input, extensive approvals), and financing interest rate risks (capital-intensive, interest rate policy changes); countermeasures include strengthening market monitoring, adjusting product structure, optimizing sales strategies, enhancing project control, rationalizing financing plans, and strengthening cash management - The company faces market risks, as the real estate market is regional, and local market conditions significantly impact the company's sales and performance, requiring strengthened market monitoring, cautious judgment of investment regions, and timely adjustment of product structure, sales strategies, and regional layout[62](index=62&type=chunk) - The company faces operational risks, as real estate development is characterized by long development cycles, large capital investment, and strong comprehensiveness, requiring high demands on project development control and sales, and subject to multi-departmental approval and supervision[63](index=63&type=chunk) - The company faces financing and interest rate risks, as the real estate industry is capital-intensive with large and long-term capital demands, requiring rational arrangement of financing plans, utilization of various financing tools, and strengthened cash management to ensure capital chain security[64](index=64&type=chunk) [Implementation of Market Value Management System and Valuation Enhancement Plan](index=19&type=section&id=十一、市值管理制度和估值提升计划的制定落实情况) The company did not disclose a market value management system or valuation enhancement plan during the reporting period [Implementation of "Quality and Return Dual Improvement" Action Plan](index=19&type=section&id=十二、“质量回报双提升”行动方案贯彻落实情况) The company did not disclose an announcement regarding the "Quality and Return Dual Improvement" action plan during the reporting period [Section IV Corporate Governance, Environment, and Society](index=19&type=section&id=第四节%20公司治理、环境和社会) [Changes in Directors, Supervisors, and Senior Management](index=19&type=section&id=一、公司董事、监事、高级管理人员变动情况) During the reporting period, independent director Yu Zhen resigned on January 20, 2025, due to personal reasons Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Yu Zhen | Independent Director | Resignation | January 20, 2025 | Personal reasons | [Profit Distribution and Capital Reserve Conversion to Share Capital in This Reporting Period](index=20&type=section&id=二、本报告期利润分配及资本公积金转增股本情况) The company plans not to distribute cash dividends, bonus shares, or convert capital reserves to share capital for the half-year period - The company plans not to distribute cash dividends, send bonus shares, or convert capital reserves to share capital for the half-year period[68](index=68&type=chunk) [Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=20&type=section&id=三、公司股权激励计划、员工持股计划或其他员工激励措施的实施情况) The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[69](index=69&type=chunk) [Environmental Information Disclosure](index=20&type=section&id=四、环境信息披露情况) The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law [Social Responsibility](index=20&type=section&id=五、社会责任情况) The company actively fulfills social responsibilities through a "Party Building + Mass Organizations + Public Welfare" model, organizing various charitable activities, establishing youth centers and employment assistance stations, and promoting shared value with society - The company actively fulfills its social responsibilities, relying on the "Party Building + Mass Organizations + Public Welfare" model to coordinate and build a multi-dimensional public welfare system, organizing numerous charitable activities[70](index=70&type=chunk) - The company has established **5** Youth Homes, **2** New Employment Group Stations, **2** District-level Party-Mass Activity Centers, and **1** City-level Youth Civilization Unit brand strongholds in conjunction with local streets and relevant units[70](index=70&type=chunk) - Activities include "Spring Breeze Action" recruitment fairs, Pan Yue Health Run, online "Cloud Tree Planting" for "My Hometown Xinjiang Has a Tree," and "Four-Aid Public Welfare Services," empowering production and operations through Party building[70](index=70&type=chunk) - Pan Yue Urban Study Room was awarded the title of "Top Ten Excellent Study Rooms" in Wuhan, assisting youth services and collaborating with new employment groups to provide skills training and employment assistance[70](index=70&type=chunk) [Section V Significant Matters](index=21&type=section&id=第五节%20重要事项) [Commitments Fulfilled and Overdue Unfulfilled by Controlling Shareholder, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period](index=21&type=section&id=一、公司实际控制人、股东、关联方、收购人以及公司等承诺相关方在报告期内履行完毕及截至报告期末超期未履行完毕的承诺事项) The company had no commitments fulfilled or overdue unfulfilled by controlling shareholders, shareholders, related parties, acquirers, or the company during the reporting period [Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties from the Listed Company](index=21&type=section&id=二、控股股东及其他关联方对上市公司的非经营性占用资金情况) The company had no non-operating funds occupied by controlling shareholders or other related parties from the listed company during the reporting period [Illegal External Guarantees](index=21&type=section&id=三、违规对外担保情况) The company had no illegal external guarantees during the reporting period [Appointment and Dismissal of Accounting Firms](index=21&type=section&id=四、聘任、解聘会计师事务所情况) The company's semi-annual financial report was not audited - The company's semi-annual report was unaudited[75](index=75&type=chunk) [Board of Directors' and Supervisory Board's Explanation of "Non-Standard Audit Report" for This Reporting Period](index=21&type=section&id=五、董事会、监事会对会计师事务所本报告期“非标准审计报告”的说明) The company had no non-standard audit report during the reporting period [Board of Directors' Explanation of "Non-Standard Audit Report" for the Previous Year](index=21&type=section&id=六、董事会对上年度“非标准审计报告”相关情况的说明) The Board respects the qualified opinion with a material uncertainty related to going concern issued by Lixin Certified Public Accountants for the 2024 financial statements; the company's four consecutive years of losses, **-5.05 billion yuan** in undistributed profits, **588 million yuan** in monetary funds, and **1.15 billion yuan** in short-term borrowings indicate significant going concern uncertainty; the company plans to improve operations and financial condition through quality and efficiency enhancement, innovative business models, talent development, and a major asset sale - Lixin Certified Public Accountants issued an unqualified audit report with a material uncertainty paragraph related to going concern for the company's 2024 annual financial statements[76](index=76&type=chunk) - As of December 31, 2024, the company's consolidated balance sheet showed undistributed profits of **-5.05 billion yuan**; monetary funds balance was **588 million yuan**, and long-term borrowings due within one year plus accrued interest amounted to **1.15 billion yuan**, indicating significant uncertainty regarding the company's ability to continue as a going concern[76](index=76&type=chunk) - The company plans to take measures including: promoting operational loss reduction through quality and efficiency enhancement in existing businesses and revenue generation from new businesses; innovating business models, promoting lean management, and focusing on cost reduction and efficiency improvement; continuously strengthening talent team building; and advancing the major asset sale and related party transaction to improve asset quality and optimize asset structure[78](index=78&type=chunk) [Bankruptcy Reorganization Matters](index=22&type=section&id=七、破产重整相关事项) The company had no bankruptcy reorganization matters during the reporting period [Litigation Matters](index=22&type=section&id=八、诉讼事项) The company had two significant litigation/arbitration matters: a construction contract dispute with China Construction Third Engineering Bureau Group Co., Ltd., where the second instance ruled the company pay **144.51 million yuan** in project costs; and a housing expropriation compensation case with Qiaokou District Housing and Urban Renewal Bureau, where the final ruling dismissed the company's lawsuit, with no impact on 2025 profit Major Litigation and Arbitration Matters | Basic Information of Litigation (Arbitration) | Amount Involved (ten thousand yuan) | Provision for Liabilities Formed | Litigation (Arbitration) Progress | Litigation (Arbitration) Outcome and Impact | Status of Litigation (Arbitration) Judgment Execution | Disclosure Date | Disclosure Index | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Wuhan Linjiang Rongcheng Real Estate Development Co., Ltd. vs. China Construction Third Engineering Bureau Group Co., Ltd. Construction Contract Dispute | 22,884 | No | Second instance judgment rendered | Ruled the company pay project costs of **14,451.32 ten thousand yuan** plus related interest and fees | Both parties are further communicating on specific execution details | June 03, 2025 | www.cninfo.com.cn | | Wuhan Dabenyin Commercial Management Co., Ltd. vs. Qiaokou District Housing and Urban Renewal Bureau Housing Expropriation or Requisition Compensation Case | 20,241 | No | Final ruling | Dismissed Wuhan Dabenyin's lawsuit; this litigation will not impact the company's 2025 profit | Not applicable | August 22, 2025 | www.cninfo.com.cn | [Penalties and Rectification](index=22&type=section&id=九、处罚及整改情况) The company had no penalties or rectification matters during the reporting period [Integrity Status of the Company, its Controlling Shareholder, and Actual Controller](index=22&type=section&id=十、公司及其控股股东、实际控制人的诚信状况) The company, its controlling shareholder, and actual controller had no integrity issues during the reporting period [Significant Related Party Transactions](index=23&type=section&id=十一、重大关联交易) Related party transactions related to daily operations totaled **80.32 million yuan**, mainly for accepting labor services; no related party transactions for asset/equity acquisition/disposal or joint external investments; deposit business with an affiliated financial company had a period-end balance of **8.89 million yuan**; no non-operating related party creditor-debtor transactions or other significant related party transactions - Related party transactions related to daily operations amounted to **80.32 million yuan**, primarily for accepting labor services[83](index=83&type=chunk) - The company had no related party transactions involving asset or equity acquisition/disposal during the reporting period[84](index=84&type=chunk) - The company had no related party transactions involving joint external investments during the reporting period[85](index=85&type=chunk) - The company had no non-operating related party creditor-debtor transactions during the reporting period[86](index=86&type=chunk) - The company had deposit business with PowerChina Group Finance Co., Ltd., with a period-end deposit balance of **8.89 million yuan** and interest rates ranging from 0.55% to 2.25%[88](index=88&type=chunk) - The company had no other significant related party transactions during the reporting period[90](index=90&type=chunk) [Related Party Transactions Related to Daily Operations](index=23&type=section&id=1、与日常经营相关的关联交易) The company had related party transactions with China Water Resources and Hydropower Tenth Engineering Bureau Co., Ltd. for goods purchase/sale and accepting labor services, totaling **80.32 million yuan**, within the approved limit Related Party Transactions Related to Daily Operations | Related Party | Related Party Relationship | Related Party Transaction Content | Pricing Principle for Related Party Transactions | Related Party Transaction Price | Related Party Transaction Amount (ten thousand yuan) | Proportion of Similar Transactions | Approved Transaction Limit (ten thousand yuan) | Exceeded Approved Limit | Related Party Transaction Settlement Method | Market Price for Similar Transactions | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | China Water Resources and Hydropower Tenth Engineering Bureau Co., Ltd. | Under the same actual controller | Purchase/sale of goods, acceptance of labor services | Market price | Market price | 8,032.44 | 17.12% | 8,032.44 | No | Payment as per contract | Not applicable | | Total | - | - | -- | -- | 8,032.44 | -- | 8,032.44 | -- | -- | -- | [Related Party Transactions for Asset or Equity Acquisition/Disposal](index=23&type=section&id=2、资产或股权收购、出售发生的关联交易) The company had no related party transactions for asset or equity acquisition/disposal during the reporting period [Related Party Transactions for Joint External Investments](index=23&type=section&id=3、共同对外投资的关联交易) The company had no related party transactions for joint external investments during the reporting period [Related Party Creditor-Debtor Transactions](index=23&type=section&id=4、关联债权债务往来) The company had no non-operating related party creditor-debtor transactions during the reporting period [Dealings with Affiliated Financial Companies](index=23&type=section&id=5、与存在关联关系的财务公司的往来情况) The company had deposit business with PowerChina Group Finance Co., Ltd., with a period-end deposit balance of **8.89 million yuan** and interest rates ranging from 0.55% to 2.25% Deposit Business Dealings with Affiliated Financial Companies | Related Party | Related Party Relationship | Maximum Daily Deposit Limit (ten thousand yuan) | Deposit Interest Rate Range | Opening Balance (ten thousand yuan) | Total Deposits This Period (ten thousand yuan) | Total Withdrawals This Period (ten thousand yuan) | Closing Balance (ten thousand yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | PowerChina Group Finance Co., Ltd. | Under the same actual controller | 300,000 | 0.55%-2.25% | 2,052.99 | 608.45 | 1,772.65 | 888.79 | [Dealings of Company-Controlled Financial Companies with Related Parties](index=24&type=section&id=6、公司控股的财务公司与关联方的往来情况) The company's controlled financial companies had no deposit, loan, credit, or other financial dealings with related parties [Other Significant Related Party Transactions](index=24&type=section&id=7、其他重大关联交易) The company had no other significant related party transactions during the reporting period [Significant Contracts and Their Performance](index=24&type=section&id=十二、重大合同及其履行情况) The company had no trusteeship or contracting matters; leasing details are in the financial report notes; total actual outstanding guarantees by the company and its subsidiaries, including those for subsidiaries, amounted to **1.37 billion yuan**, representing -51.85% of the company's net assets; the company had no entrusted wealth management or other significant contracts - The company had no trusteeship during the reporting period[91](index=91&type=chunk) - The company had no contracting during the reporting period[92](index=92&type=chunk) - The company had no leasing projects that generated profit or loss exceeding **10%** of the company's total profit for the reporting period[93](index=93&type=chunk) - The total actual outstanding guarantees by the company and its subsidiaries amounted to **1.37 billion yuan**, representing **-51.85%** of the company's net assets[96](index=96&type=chunk) - The company had no entrusted wealth management during the reporting period[97](index=97&type=chunk) - The company had no other significant contracts during the reporting period[98](index=98&type=chunk) [Trusteeship, Contracting, and Leasing Matters](index=24&type=section&id=1、托管、承包、租赁事项情况) The company had no trusteeship or contracting matters during the reporting period; leasing details are in Section VIII, VII, 49, Leasing - The company had no trusteeship during the reporting period[91](index=91&type=chunk) - The company had no contracting during the reporting period[92](index=92&type=chunk) - Leasing details can be found in Section VIII, VII, 49, Leasing[93](index=93&type=chunk) [Significant Guarantees](index=24&type=section&id=2、重大担保) Total actual outstanding guarantees by the company and its subsidiaries, including those for subsidiaries, amounted to **1.37 billion yuan**, representing -51.85% of the company's net assets; this includes **106 million yuan** for shareholders, actual controllers, and their related parties, and **1.48 billion yuan** for guaranteed parties with asset-liability ratios exceeding 70% External Guarantees by the Company and its Subsidiaries (Excluding Guarantees for Subsidiaries) | Name of Guaranteed Party | Disclosure Date of Guarantee Limit Announcement | Guarantee Limit (ten thousand yuan) | Actual Occurrence Date | Actual Guarantee Amount (ten thousand yuan) | Counter-guarantee (if any) | Collateral (if any) | Type of Guarantee | Guarantee Period | Related Party Guarantee | Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Chongqing Jingyue Real Estate Development Co., Ltd. | August 10, 2024 | 13,647 | August 29, 2024 | 13,600 | Yes | No | Joint and several liability guarantee | 2024.8.29-2029.8.27 | Yes | No | | Total Approved External Guarantee Limit for Current Period (A1) | - | 0 | Total Actual External Guarantees for Current Period (A2) | 13,600 | | Total Approved External Guarantee Limit at Period-End (A3) | - | 13,647 | Total Actual External Guarantee Balance at Period-End (A4) | 10,600 | Guarantees by the Company for its Subsidiaries | Name of Guaranteed Party | Disclosure Date of Guarantee Limit Announcement | Guarantee Limit (ten thousand yuan) | Actual Occurrence Date | Actual Guarantee Amount (ten thousand yuan) | Counter-guarantee (if any) | Collateral (if any) | Type of Guarantee | Guarantee Period | Related Party Guarantee | Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Wuhan Linjiang Rongcheng Real Estate Development Co., Ltd. | April 25, 2019 | 40,000 | April 30, 2020 | 8,000 | No | Yes | Joint and several liability guarantee | 2020.04.30-2025.04.29 | No | No | | Wuhan Linjiang Rongcheng Real Estate Development Co., Ltd. | April 23, 2020 | 70,000 | September 02, 2020 | 8,000 | No | Yes | Joint and several liability guarantee | 2020.09.02-2025.04.29 | No | No | | Wuhan Linjiang Rongcheng Real Estate Development Co., Ltd. | April 23, 2020 | 70,000 | September 27, 2020 | 16,000 | No | Yes | Joint and several liability guarantee | 2020.09.27-2025.04.29 | No | No | | Wuhan Linjiang Rongcheng Real Estate Development Co., Ltd. | April 25, 2024 | 60,000 | April 30, 2025 | 28,000 | No | No | Joint and several liability guarantee | 2025.4.30-2028.10.29 | No | No | | Wuhan Xiyue Real Estate Co., Ltd. | April 23, 2020 | 50,000 | October 29, 2021 | 23,587.5 | No | No | Joint and several liability guarantee | 2021.10.29-2025.10.28 | No | No | | Changsha Yuehan Real Estate Co., Ltd. | April 29, 2023 | 90,000 | August 25, 2023 | 7,997.6 | No | No | Joint and several liability guarantee | 2023.8.25-2048.6.18 | No | No | | Changsha Yuehan Real Estate Co., Ltd. | April 29, 2023 | 90,000 | April 22, 2024 | 1,499.55 | No | No | Joint and several liability guarantee | 2024.04.22-2048.6.18 | No | No | | Changsha Yuehan Real Estate Co., Ltd. | April 25, 2024 | 70,000 | August 30, 2024 | 50,198.1 | No | No | Joint and several liability guarantee | 2024.8.30-2027.3.24 | No | No | | Chongqing Kangtian Mingyue Real Estate Development Co., Ltd. | April 29, 2023 | 100,000 | January 29, 2024 | 19,437 | No | No | Joint and several liability guarantee | 2024.1.29-2027.10.16 | No | No | | Total Approved Guarantee Limit for Subsidiaries for Current Period (B1) | - | 155,145.15 | Total Actual Guarantees for Subsidiaries for Current Period (B2) | 162,719.75 | | Total Approved Guarantee Limit for Subsidiaries at Period-End (B3) | - | 155,145.15 | Total Actual Guarantee Balance for Subsidiaries at Period-End (B4) | 126,863.05 | Total Company Guarantees | Indicator | Amount (ten thousand yuan) | | :--- | :--- | | Total Approved Guarantee Limit for Current Period (A1+B1+C1) | 155,145.15 | | Total Actual Guarantees for Current Period (A2+B2+C2) | 176,319.75 | | Total Approved Guarantee Limit at Period-End (A3+B3+C3) | 168,792.15 | | Total Actual Guarantee Balance at Period-End (A4+B4+C4) | 137,463.05 | | Proportion of Total Actual Guarantees to Company's Net Assets | -51.85% | | Balance of Guarantees Provided for Shareholders, Actual Controllers, and Their Related Parties (D) | 10,600 | | Balance of Debt Guarantees Provided Directly or Indirectly for Guaranteed Parties with Asset-Liability Ratio Exceeding 70% (E) | 148,319.75 | | Amount by which Total Guarantees Exceed 50% of Net Assets (F) | 60,662.31 | | Total of the Above Three Guarantee Amounts (D+E+F) | 148,319.75 | [Entrusted Wealth Management](index=26&type=section&id=3、委托理财) The company had no entrusted wealth management during the reporting period [Other Significant Contracts](index=26&type=section&id=4、其他重大合同) The company had no other significant contracts during the reporting period [Explanation of Other Significant Matters](index=27&type=section&id=十三、其他重大事项的说明) The company had no other significant matters requiring explanation during the reporting period [Significant Matters of Company Subsidiaries](index=27&type=section&id=十四、公司子公司重大事项) The company had no significant matters concerning subsidiaries during the reporting period [Section VI Share Changes and Shareholder Information](index=28&type=section&id=第六节%20股份变动及股东情况) [Share Change Status](index=28&type=section&id=一、股份变动情况) During the reporting period, the company's total share capital remained unchanged at **1,734,215,770 shares**, and the proportions of restricted and unrestricted shares also remained constant Share Change Status | Category | Quantity Before This Change (shares) | Proportion Before This Change | Increase/Decrease in This Change (+, -) | Quantity After This Change (shares) | Proportion After This Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 112,494 | 0.01% | 0 | 112,494 | 0.01% | | II. Unrestricted Shares | 1,734,103,276 | 99.99% | 0 | 1,734,103,276 | 99.99% | | III. Total Shares | 1,734,215,770 | 100.00% | 0 | 1,734,215,770 | 100.00% | - The reasons for share changes, approval status, transfer status, progress of share repurchase implementation, and impact on financial indicators are all not applicable or without significant changes[103](index=103&type=chunk) [Securities Issuance and Listing](index=29&type=section&id=二、证券发行与上市情况) The company had no securities issuance or listing during the reporting period [Shareholder Numbers and Shareholding Status](index=29&type=section&id=三、公司股东数量及持股情况) As of the end of the reporting period, there were **41,731** common shareholders; among the top ten shareholders, PowerChina Real Estate Group Co., Ltd. held 22.43%, and Wuhan Xintiandi Investment Co., Ltd. held 18.06%, acting in concert; other top ten shareholders were natural persons, each holding less than 1% - The total number of common shareholders at the end of t

证券代码：002305 证券简称：*ST 南置 公告编号：2025-48 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（8 月 22 日、8 月 25 日、8 月 26 ...

Market Overview - On August 26, the real estate development sector declined by 0.34% compared to the previous trading day, with *ST Nan Zhi leading the decline [1] - The Shanghai Composite Index closed at 3868.38, down 0.39%, while the Shenzhen Component Index closed at 12473.17, up 0.26% [1] Stock Performance - Notable gainers in the real estate sector included: - Shen Shen Fang A, closing at 33.08 with a rise of 10.01% [1] - Wan Tong Development, closing at 13.66 with a rise of 6.97% [1] - Da Ming Cheng, closing at 3.68 with a rise of 6.05% [1] - Conversely, *ST Nan Zhi experienced a significant drop, closing at 3.33 with a decline of 5.13% [2] - Other notable decliners included: - *ST Rong Kong, down 4.95% to 9.40 [2] - Electronic City, down 3.24% to 6.87 [2] Capital Flow - The real estate development sector saw a net outflow of 2.307 billion yuan from institutional investors, while retail investors contributed a net inflow of 1.459 billion yuan [2][3] - Specific stocks with significant capital flow included: - Zhang Jiang Gao Ke, with a net inflow of 91.49 million yuan from institutional investors [3] - Wan Ye Enterprise, with a net outflow of 15.36 million yuan from institutional investors [3] - Zhu Mi Group, with a net inflow of 30.24 million yuan from institutional investors [3]

Group 1 - The company, Nanguo Real Estate Co., Ltd., plans to transfer its real estate development business and related assets and liabilities to its controlling shareholder, China Electric Power Construction Group Real Estate Co., Ltd. (Electric Power Real Estate) [2] - The transaction will be conducted in cash and will not involve the issuance of shares, nor will it lead to changes in the company's controlling shareholder or actual controller [2] - This transaction constitutes a related party transaction and is expected to be classified as a major asset restructuring according to the relevant regulations [2][3] Group 2 - As of the date of the announcement, the company and related parties are actively advancing the transaction process, including ongoing communication, auditing, evaluation, and due diligence [3] - The specific scope of the assets, transaction price, and other elements have not yet been finalized, and no transaction documents have been signed [3]

登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002305 证券简称：*ST南置 公告编号：2025-045号 南国置业股份有限公司 股票交易异常波动公告 南国置业股份有限公司(以下简称"公司")连续3个交易日（8月19日、8月20日、8月21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 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 披露的《关于筹划重大资产出售暨关联交易的进展公告》； 本公司及董事会全体 ...

一、本次交易的基本情况 南国置业股份有限公司（以下简称"公司"）拟将公司持有的房地产开发业 务等相关资产及负债转让至控股股东中国电建地产集团有限公司（以下简称"电 建地产"）。 本次交易拟采用现金方式，不涉及发行股份，也不会导致公司控股股东和实 际控制人的变更。本次交易的对手方为公司控股股东电建地产，根据《深圳证券 交易所股票上市规则》及《深圳证券交易所上市公司自律监管指引第 7 号——交 易与关联交易》的相关规定，本次交易构成关联交易。经初步研究和测算，本次 交易预计构成《上市公司重大资产重组管理办法》规定的重大资产重组。 证券代码：002305 证券简称：*ST 南置 公告编号：2025-047 号 南国置业股份有限公司 关于筹划重大资产出售暨关联交易的进展公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，不存在虚假记载、 误导性陈述或者重大遗漏。 三、风险提示 本次交易尚处于筹划阶段，交易标的资产范围、交易价格等要素均未最终确 定，交易双方尚未签署任何协议，交易方案仍需进一步论证和沟通协商，并履行 必要的决策和审批程序。 本次交易尚存在重大不确定性，根据《深圳证券交易所上市公司自律监管指 引第 ...

证券代码：002305 证券简称：*ST 南置 公告编号：2025-045 号 南国置业股份有限公司 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（8 月 19 日、8 月 20 日、8 月 21 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 的资产范围、交易价格等要素均未最终确定，交易双方尚未签署任何协议，交易方案 仍需进一步论证和沟通协商，并履行必要的决策和审批程序，交易尚存在重大不确定 性。公司将根据交易的进展情况，分阶段及时履行信息披露义务，敬请广大投资者注 意投资风险。 券交易所股票上市规则》的相关规定，公司股票交易已被实施"退市风险警示"；同时， 鉴于公司最近三个会计年度扣除非经常性损益前后净利润孰低者均为负值，且 2024 年 度审计报告显示公司持续经营能力存在不确定性，根据《深圳证券交易所股票上市规 则》的相关规定，公司股票交易被叠加实施"其他风险警示"。 ...

关于全资子公司重大诉讼事项的进展公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，不存在虚假记载、误导 性陈述或者重大遗漏。 特别提示： 1.案件所处的诉讼阶段：终审裁定 证券代码：002305 证券简称：*ST 南置 公告编号：2025-046 号 南国置业股份有限公司 2.上市公司所处的当事人地位：全资子公司武汉大本营商业管理有限公司为原告 3.本次判决金额：20,241 万元 4.对上市公司产生的影响：本次裁定为终审裁定。本次诉讼进展不会对公司 2025 年度利润产生影响。 《行政裁定书》 特此公告。 南国置业股份有限公司 董事会 二、诉讼进展情况及对公司的影响 近日，武汉大本营收到湖北省武汉市中级人民法院行政裁定书【（2025）鄂 01 行 终 668 号】，裁定：撤销湖北省武汉市硚口区人民法院作出的（2024）鄂 0104 行初 169 号行政判决；驳回武汉大本营的起诉。 本次裁定为终审裁定。本次诉讼进展不会对公司 2025 年度利润产生影响。 三、备查文件 一、诉讼事项的基本情况 南国置业股份有限公司（以下简称"公司"或"南国置业"）全资子公司武汉大 本营商业管理有限公司（以下简称"武汉 ...