*ST Nan Zhi Co., Ltd.
*ST南置
002305
Shenzhen Stock Exchange
Key Financials
Announcements
Announcement on Progress of Application to SZSE for Withdrawal of Delisting Risk Warning and Other Risk Warnings
Legal Opinion on the 2025 Annual Shareholders' Meeting of Nanguo Real Estate Co., Ltd.
Announcement of the 2025 Annual Shareholders' Meeting Resolutions
CITIC Securities' 2025 Annual Continuing Supervision Opinion on Nanguo Real Estate's Major Asset Sale and Connected Transaction
This report from CITIC Securities provides a continuing supervision opinion on Nanguo Real Estate's major asset sale and connected transaction. It confirms the completion of asset handover and the transfer of rights and obligations as per the asset transfer agreement. The report also reviews the fulfillment of commitments by all parties involved, concluding that no violations have occurred.
Announcement on Holding the 2025 Annual Performance Briefing and Soliciting Questions
Nanguo Real Estate Co., Ltd. will hold an online performance briefing for the 2025 fiscal year on May 15, 2026, from 3:00 PM to 5:00 PM. Investors can participate via the "Yue Diao Yan" mini-program to interact with company management. Questions can be submitted in advance through the mini-program.
Special Audit Report on the Profit and Loss During the Transition Period of Asset Transfer
This report provides a special audit of the profit and loss of Nan Guo Real Estate Co., Ltd. during the transition period of asset transfer from May 1, 2025, to November 30, 2025. The audit confirms the financial statements were prepared in accordance with accounting standards. The report is intended solely for users of the financial statements related to the asset transfer.
Announcement on the Transitional Period Gains and Losses of the Transaction Asset in the Major Asset Disposal and Connected Transaction
This announcement details the transitional period gains and losses for the asset being sold in a major asset disposal and connected transaction. The transaction involves selling real estate development and leasing assets to Shanghai Longlin Real Estate Co., Ltd. The net loss during the transition period was RMB 875,412,269.78, which will be borne by Shanghai Longlin, with no compensation required from the company.
Announcement on the Reclassification of Part of the Company's Real Estate to Investment Property
Nanguo Real Estate Co., Ltd. announces the reclassification of underground commercial parking spaces in Chengdu to investment property due to a change in holding purpose. The asset, acquired in August 2023, has a net book value of approximately RMB 20.0453 million as of March 31, 2026, and is currently leased out. This reclassification is an adjustment to financial statement items and will not significantly impact the company's operations or current period profit.
Announcement of Resolutions of the Fourth Meeting of the Seventh Board of Directors
This announcement details the resolutions passed at the Fourth Meeting of the Seventh Board of Directors of Nanguo Real Estate Co., Ltd. The meeting, held on April 27, 2026, reviewed and approved the Q1 2026 report and a proposal to reclassify certain properties as investment properties. All resolutions were passed unanimously by the 7 attending directors.
Resolution of the First Special Meeting of Independent Directors of Nanguo Real Estate Co., Ltd. in 2026
The First Special Meeting of Independent Directors of Nanguo Real Estate Co., Ltd. was held on April 27, 2026. The meeting reviewed and approved the "Resolution on the Forecast of Related Party Transactions for 2026". The board concluded that the transactions are necessary for production and operation, fair, reasonable, and in the company's interest. The resolution was passed unanimously and will be submitted to the board of directors for review.
Independent Directors' Special Opinion on the Discrepancy Between Actual and Projected Figures for 2025 Annual Related Party Transactions
Independent directors of Nanguo Real Estate provide an opinion on the difference between projected and actual related party transactions for 2025. The actual total transaction amount was lower than projected because the projection represented an upper limit of potential business. Actual transactions were determined by signed contracts and execution progress, resulting in a discrepancy. The actual amount did not exceed the projected limit, aligning with the company's operational needs and future development.
Independent Directors' Independent Opinion on the Company's Related Party Fund Occupation and External Guarantee Situation
This report presents the independent directors' review of the company's fund occupation by controlling shareholders and other related parties, and external guarantees. The directors found no instances of fund occupation or provision of funds to related parties. External guarantees were found to be compliant with regulations and in line with the company's normal operations, without harming shareholder interests.
Announcement on Uncovered Losses Reaching One-Third of Paid-in Capital
This announcement details that Nan Guo Real Estate's uncovered losses have exceeded one-third of its paid-in capital as of December 31, 2025. This is due to decreased profitability in real estate development and asset impairment provisions. The company is undergoing a strategic transformation towards urban operations and light-asset business models.
Announcement on Re-appointment of Accounting Firm
Nan Guo Real Estate Co., Ltd. announces its intention to re-appoint Lixin Certified Public Accountants (Special General Partnership) as its auditor for the 2026 financial statements and internal control audit. The decision follows a review by the Audit Committee and approval by the Board of Directors, and will be submitted to the shareholders' meeting for final approval. The proposed audit fees for 2025 are RMB 1.4 million.
2025 Annual Independent Director Work Report (Yang Zexuan)
2025 Annual Independent Director Performance Report (Lin Wanyue)
This report details the independent director's fulfillment of duties in 2025, adhering to laws and company regulations. The director actively participated in board and shareholder meetings, offering professional advice and voting in favor of all proposals. The director also engaged with specialized committees and exercised special rights, ensuring compliance and safeguarding shareholder interests.
2025 Annual Independent Director's Performance Report (Liao Yi)
This report details the independent director's fulfillment of duties in 2025, adhering to laws and company regulations. The director actively participated in board and shareholder meetings, offering professional advice and voting in favor of all proposals. The director also engaged in committee work and communicated with investors, ensuring compliance and safeguarding shareholder interests.
2025 Environmental, Social and Governance Report
This report details Langold Real Estate's ESG performance for 2025. It covers governance, environmental initiatives like carbon reduction and waste management, and social aspects including employee welfare and community engagement. Key figures highlight operational efficiency improvements and social responsibility efforts. The report aims to demonstrate the company's commitment to sustainable development and stakeholder value.
2025 Annual Internal Control Audit Report
This report presents the results of the internal control audit for Nanguo Real Estate Co., Ltd. for the year ended December 31, 2025. The audit was conducted by BDO China Shu Lun Pan Certified Public Accountants LLP. The report concludes that Nanguo Real Estate maintained effective financial reporting internal controls in all material respects as of December 31, 2025.
Internal Control Self-Assessment Report
Announcement on the Remuneration Plan for Directors and Senior Management in 2026
This announcement details the 2026 remuneration plan for directors and senior management of Nanguo Real Estate Co., Ltd. The plan, approved by the board and to be submitted to the shareholders' meeting, covers the period from January 1 to December 31, 2026. It outlines remuneration standards for non-independent directors and senior management, including basic salary, performance bonuses, and benefits, and sets the annual allowance for independent directors at RMB 100,000 (tax inclusive).
Compensation Management System for Directors and Senior Management
Announcement on Changes in Accounting Policies
Announcement on Provision for Asset Impairment
Nan Guo Real Estate Co., Ltd. announces its provision for asset impairment as of December 31, 2025. The company has recognized impairment losses totaling 20,821.14 million yuan, primarily affecting right-of-use assets and long-term equity investments. This provision is expected to reduce the company's 2025 profit before tax by 20,821.14 million yuan and net profit attributable to shareholders by 20,446.67 million yuan.
Announcement on the Forecast of Related Party Transactions for 2026
This announcement forecasts related party transactions for Nan Guo Real Estate Co., Ltd. in 2026, primarily involving procurement of equipment and materials, and provision of services. The total estimated transaction amount is RMB 82,358.10 million. These transactions are deemed necessary for normal operations and will be priced at market rates.
Notice of the 2025 Annual Shareholders' Meeting of Nanguo Real Estate Co., Ltd.
Announcement of Resolutions of the Third Meeting of the Seventh Board of Directors
Nan Guo Real Estate Co., Ltd. held its third meeting of the seventh board of directors on April 27, 2026. The meeting reviewed and approved the 2025 General Manager's Work Report, the 2025 Board of Directors' Work Report, the 2025 Annual Report, and the 2025 financial report. Key decisions included approving the profit distribution and capital reserve increase plan and re-appointing the accounting firm.
Nanguo Real Estate Co., Ltd. Profit Distribution and Capital Reserve Transfer to Share Capital Plan
Nanguo Real Estate Co., Ltd. announces its 2025 profit distribution and capital reserve transfer plan. Due to losses and negative retained earnings, the company will not distribute cash dividends, issue bonus shares, or transfer capital reserves to share capital. This decision aims to ensure normal operations and sustainable development, aligning with regulations and the company's articles of association.
2026 First Quarter Report
CITIC Construction Investment Securities Co., Ltd. Verification Opinion on Financial Company Related Transactions of Nanguo Real Estate Co., Ltd. for 2025
Special Explanation on Related Party Transactions of NanGuo Real Estate Co., Ltd. with Financial Companies
This document provides a special explanation regarding the related party transactions between NanGuo Real Estate Co., Ltd. and its financial company for the year 2025. It details the transactions, including deposits and borrowings, and presents a summary table of these activities. The report confirms the accuracy and completeness of the disclosed information, aligning with regulatory requirements.
Continuous Risk Assessment Report of China Power Construction Group Finance Co., Ltd.
This report assesses the continuous risk of China Power Construction Group Finance Co., Ltd. (CPCG Finance). The assessment reviewed CPCG Finance's financial licenses, business licenses, and recent financial reports. The company operates legally with sound internal controls and risk management, meeting all regulatory requirements. No significant deficiencies were found in its operations or information systems.
Special Explanation on the Elimination of Issues Leading to Non-standard Audit Opinions for Nanguo Real Estate Co., Ltd. from the Previous Year
Notes & Comments
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