Securities Code: 002305 Securities Abbreviation: *ST NanZhi Announcement Number: 2026-025
Nanguo Real Estate Co., Ltd. Announcement on the Transitional Period Gains and Losses of the Transaction Asset in the Major Asset Disposal and Connected Transaction
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed in this announcement, and that there are no false records, misleading statements, or significant omissions.
Nanguo Real Estate Co., Ltd. (hereinafter referred to as the "Company") held the 2025 Third Extraordinary General Meeting of Shareholders on October 31, 2025, and deliberated and passed the "Proposal on the Scheme for Major Asset Disposal and Connected Transactions by the Company" and other related proposals. It was agreed that the Company would transfer its real estate development and leasing related assets and liabilities to Shanghai Longlin Real Estate Co., Ltd. (hereinafter referred to as "Shanghai Longlin"), a wholly-owned subsidiary of China Power Construction Real Estate Group Co., Ltd. (hereinafter referred to as the "Controlling Shareholder") (hereinafter referred to as the "Transaction" or "Restructuring"). For details, please refer to the "2025 Third Extraordinary General Meeting of Shareholders" (Number: 2025-079) and other related announcements disclosed by the Company on November 1, 2025.
On November 30, 2025, the Company signed the "Asset Transfer Agreement" with the counterparty, confirming November 30, 2025, as the delivery date of the Transaction. The parties to the Transaction confirmed that as of the delivery date, the parties had substantially completed the asset handover for this Transaction. Nanguo Real Estate had delivered the relevant documents and information of the target assets to Shanghai Longlin on or before the delivery date or the signing date of the "Asset Transfer Agreement". From the delivery date onwards, all rights, obligations, and risks related to the target assets shall be enjoyed or borne by Shanghai Longlin, regardless of whether the legal registration procedures have been completed. For details, please refer to the "Implementation Report on Major Asset Disposal and Connected Transactions" disclosed by the Company on December 3, 2025, and other relevant announcements.