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重大资产出售暨关联交易
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*ST南置: 南国置业股份有限公司股票交易异常波动公告
Zheng Quan Zhi Xing· 2025-05-21 12:00
Group 1 - The company, Nanguo Real Estate Co., Ltd., experienced a significant stock price fluctuation, with a cumulative increase of over 12% in closing prices over three consecutive trading days (May 19, May 20, and May 21) [1] - The board of directors conducted a self-examination and verified with the controlling shareholder regarding the stock price volatility, confirming no undisclosed significant information [1] - The company is in the process of a major asset sale, specifically related to the transfer of real estate development assets and liabilities to Electric Power Construction Real Estate Co., Ltd., as disclosed in a previous announcement on April 25, 2025 [1] Group 2 - The board confirmed that there are no undisclosed matters that should be reported according to the Shenzhen Stock Exchange's listing rules, nor any significant information that could impact the stock price [1]
开源证券股份有限公司 关于人人乐连锁商业集团股份有限公司重大资产出售暨关联交易之2024年度持续督导意见
Core Viewpoint - The independent financial advisor, Open Source Securities Co., Ltd., has been appointed by Renrenle Chain Commercial Group Co., Ltd. to provide guidance on a significant asset sale and related transactions, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Transaction Overview - The transaction involves Renrenle publicly transferring 100% equity of Xi'an Gaolongsheng to Han Jianxincheng and 100% equity of Xi'an Peixiao to Donghe Chensheng through the Xi'an Cultural Property Exchange [2][6]. - The decision and approval for the transaction were made during meetings held on December 13, 2024, by the independent directors, board of directors, and supervisory board of the listed company [3][4]. Group 2: Asset Transfer and Payment - The transfer agreements for both Xi'an Gaolongsheng and Xi'an Peixiao were signed on December 13, 2024, with the respective buyers [7]. - As of December 31, 2024, the business registration changes for both companies have been completed [8][9]. - Payment details for Xi'an Peixiao include a total of 20,932 million yuan paid by Donghe Chensheng, with a remaining balance of 6,977 million yuan due by September 30, 2025 [10]. - For Xi'an Gaolongsheng, a total of 45,409 million yuan has been paid by Han Jianxincheng, with a remaining balance of 15,135.44 million yuan due by September 30, 2025 [12]. Group 3: Financial Performance - In 2024, the company reported a revenue of 1.43 billion yuan, a decrease of 49.86% year-on-year, and a net profit attributable to shareholders of -17 million yuan, an increase of 96.52% year-on-year [19]. - The total assets of the company were 1.916 billion yuan, down 50.94% from the beginning of the year, and the net assets attributable to shareholders were -404 million yuan, a decrease of 4.47% [19]. Group 4: Internal Control and Audit Opinions - The internal control audit report indicated significant deficiencies in the company's internal controls, particularly in procurement processes and payment approvals [22][23]. - The audit opinion stated that the company could not provide sufficient evidence for the authenticity of transactions and the management of funds, leading to a "unable to express an opinion" conclusion on the financial statements [24][25].