| 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00272 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 12,000,000,000 | USD | 0.0025 | USD | | 30,000,000 | | 增加 / 減少 (-) | | | | | | USD | | | | 本月底結存 | | | 12,000,000,000 | USD | 0.0025 | USD | | 30,000,000 | 本月底法定/註冊股本總額： USD 30,000,000 FF301 第 1 頁 共 10 頁 v 1.2.1 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2026年3月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 瑞安房地產有 ...

Investment Rating - The report rates the real estate industry as "Outperform" [1] Core Viewpoints - New home transaction area increased by 20.4% month-on-month but decreased by 20.4% year-on-year, with the year-on-year decline widening by 5.2 percentage points [7] - Second-hand home transaction area remained stable month-on-month, with a year-on-year decline narrowing [7] - New home inventory area increased both month-on-month and year-on-year, with the absorption cycle also rising [7] - The land market saw an increase in transaction volume but a decrease in price, with the average land price dropping by 24.3% month-on-month and 52.9% year-on-year [7] - Domestic bond issuance by real estate companies increased significantly, with a total issuance of 169.9 billion yuan, up 94.0% month-on-month and 317.8% year-on-year [7] Summary by Sections New Home Market Tracking - In the 13th week, 47 cities recorded new home transactions of 34,000 units, a month-on-month increase of 24.6% and a year-on-year decrease of 14.8% [17] - The new home transaction area was 376.4 million square meters, with a month-on-month increase of 20.4% and a year-on-year decrease of 20.4% [26] - Transaction growth rates for new homes in first, second, and third/fourth-tier cities were 5.7%, 22.7%, and 33.7% respectively month-on-month [19] Second-Hand Home Market Tracking - The second-hand home transaction area in 23 cities was 296.6 million square meters, with a month-on-month increase of 9.6% and a year-on-year decrease of 1.0% [7] - Transaction growth rates for second-hand homes in first, second, and third/fourth-tier cities were 49.7%, 51.2%, and 51.6% respectively month-on-month [21] Land Market Tracking - The total land transaction area in 100 cities was 1,618.8 million square meters, with a month-on-month increase of 39.1% and a year-on-year increase of 20.9% [25] - The total transaction price was 21.1 billion yuan, a month-on-month increase of 5.3% but a year-on-year decrease of 43.0% [25] Policy Overview - The Ministry of Housing and Urban-Rural Development released a draft guideline for "Good Housing," emphasizing safety, comfort, green features, and smart technology [4] Investment Recommendations - The report suggests focusing on three main lines: 1. Companies with stable fundamentals and high market share in core cities, such as China Resources Land and China Jinmao [7] 2. Smaller companies showing significant breakthroughs in sales and land acquisition, like Poly Real Estate Group [7] 3. Commercial real estate companies exploring new consumption scenarios, such as China Resources Vientiane Life and Swire Properties [7]

Financial Data and Key Metrics Changes - The company recorded core earnings of RMB 397 million for the year, but reported a loss attributable to shareholders of RMB 1.78 billion due to non-cash fair value adjustments and inventory impairment [3][4] - Total revenue was approximately RMB 4.1 billion, with property sales revenue around RMB 500 million and total rental income of RMB 3.6 billion, reflecting a 2% increase in rental income [14][16] - The net gearing ratio stood at 52%, supported by cash and bank deposits of RMB 6.5 billion, with total debt reduced by 12% year-on-year [4][20] Business Line Data and Key Metrics Changes - The retail portfolio showed strong growth, with retail sales and shopper traffic increasing by 15% and 12% respectively [5][44] - Property sales included residential sales of RMB 7.2 billion and commercial property sales of RMB 670 million, with a total contract sales of RMB 7.9 billion [28] - The office segment faced challenges, with Shanghai citywide rents down by about 11% year-on-year due to increased supply and dampened demand [12] Market Data and Key Metrics Changes - Nationwide sales volume and value declined by 8.7% and 12.6% year-on-year, respectively, indicating a challenging operating environment [9][10] - In Shanghai, the primary housing market saw a slight dip in sales volume, but average selling prices rose, driven by high-quality projects [33] - International inbound tourism in Shanghai grew by about 40%, contributing positively to retail demand [11] Company Strategy and Development Direction - The company aims to leverage its upgraded Xintiandi brand and luxury residential living brand, Lakeville, to expand its land bank through an asset-light strategy [13][34] - The focus will remain on top-tier cities, particularly Shanghai, while maintaining financial prudence in new investments [34] - The SLI strategy will be employed to introduce financial investors into mature commercial assets, broadening capital sources and managing risks [35][36] Management's Comments on Operating Environment and Future Outlook - The management acknowledged the challenging operating environment due to geopolitical uncertainties and subdued consumer confidence, but noted resilient demand for high-quality assets [2][3] - There are early signs of stabilization in the market, with government policies shifting towards achieving sustained market stabilization [31][32] - The company expects rental income to continue growing and aims to maintain a healthy financial condition [27] Other Important Information - The company has reduced its Scope 1 and 2 emissions by 57% against the 2019 base year and received a GRESB 5-Star and HKQAA ESG AA Rating [7] - New projects such as Xintiandi Dongtai Li and KIC PARK have been opened, contributing positively to rental income [46][49] Q&A Session Summary Question: What are the company's expectations for the property market in 2026? - The company anticipates a shift in policy focus towards stability, indicating that the most difficult phase may be behind [31] Question: How is the company managing its debt and liquidity? - The company has pivoted its financing from offshore to onshore, reducing offshore exposure to less than 20% and lowering the average cost of debt to approximately 4.2% [25][26] Question: What strategies are in place to enhance retail performance? - The company plans to capitalize on inbound tourism and implement innovative marketing events to drive shopper traffic and tenant sales [51]

Financial Data and Key Metrics Changes - The company recorded core earnings of CNY 397 million for the year, but reported a loss attributable to shareholders of CNY 1.78 billion due to non-cash fair value adjustments and inventory impairment [3][4] - Total revenue was approximately CNY 4.1 billion, with property sales revenue around CNY 500 million and total rental income of CNY 3.6 billion, reflecting a 2% increase in rental income [14][16] - The net gearing ratio stood at 52%, supported by cash and bank deposits of CNY 6.5 billion, with total debt reduced by 12% year-on-year [4][20] Business Line Data and Key Metrics Changes - The retail portfolio showed strong growth, with retail sales increasing by 15% and shopper traffic by 12% [5][42] - Property sales included residential sales of CNY 7.2 billion and commercial property sales of CNY 670 million, with a total contract sales of CNY 7.9 billion [27][28] - The office segment faced challenges, with Shanghai citywide rents down by about 11% year-on-year due to increased supply and dampened demand [12][43] Market Data and Key Metrics Changes - Nationwide sales volume and value declined by 8.7% and 12.6% year-on-year, respectively, indicating a challenging operating environment [9][10] - In Shanghai, the primary housing market saw a slight dip in sales volume, but average selling prices rose, driven by high-quality projects [30][31] - International inbound tourism in Shanghai grew by about 40%, contributing positively to retail demand [11] Company Strategy and Development Direction - The company aims to leverage its upgraded Xintiandi brand and luxury residential living brand, Lakeville, to expand its land bank through an asset-light strategy [13][33] - The focus will remain on top-tier cities, particularly Shanghai, while maintaining financial prudence in new investments [33] - The SLI strategy will be employed to introduce financial investors into mature commercial assets, broadening capital sources and managing risks [34][35] Management's Comments on Operating Environment and Future Outlook - The management highlighted the challenging operating environment due to geopolitical uncertainties and subdued consumer confidence, but noted resilient demand for high-quality assets [2][3] - There are early signs of stabilization in the market, with government policies shifting towards supporting market recovery [30][31] - The company expects rental income to continue growing and aims to maintain a healthy financial condition [26] Other Important Information - The company has reduced its Scope 1 and 2 emissions by 57% against the 2019 base year and received a GRESB five-star rating [7] - New projects like Xintiandi Dongtai Li and K11 SEEK Park have started contributing to rental income, with positive market responses [45][46] Q&A Session Summary Question: What are the company's strategies for navigating the current market challenges? - The company will focus on maintaining financial prudence, leveraging its brand strengths, and expanding strategic partnerships to drive sustainable development [33][34] Question: How does the company plan to address the challenges in the office segment? - The company aims to maintain high occupancy rates through flexible leasing strategies and enhanced tenant engagement [49]

Financial Data and Key Metrics Changes - The company recorded core earnings of CNY 397 million for the year, but reported a loss attributable to shareholders of CNY 1.78 billion due to non-cash fair value adjustments and inventory impairment [3][4] - Total revenue was approximately CNY 4.1 billion, with a gross profit of CNY 2.1 billion, reflecting a significant decline primarily due to a lack of new residential completions [13][14] - The net gearing ratio stood at 52%, supported by cash and bank deposits of CNY 6.5 billion, with total debt reduced by 12% year-on-year [4][19] Business Line Data and Key Metrics Changes - Total rental and related income grew by 2% to CNY 3.6 billion, with retail sales and shopper traffic increasing by 15% and 12% respectively [5][41] - Property sales revenue was approximately CNY 500 million, with residential sales contributing CNY 7.2 billion and commercial property sales CNY 670 million [13][26] - The restructuring of the KIC project led to a 21% year-on-year decline in rental income due to its transition to a joint venture [14][15] Market Data and Key Metrics Changes - The nationwide sales volume and value in the property market declined by 8.7% and 12.6% year-on-year, respectively, with high-end segments in first-tier cities showing more resilience [8][9] - Shanghai's prime and decentralized rents declined by 4.3% and 6.4% respectively, reflecting increased competition and supply [9][11] - International inbound tourism in Shanghai grew by about 40%, contributing positively to retail demand [10] Company Strategy and Development Direction - The company aims to leverage its upgraded Xintiandi brand and luxury residential brand, Lakeville, to expand its land bank through an asset-light strategy [12][31] - The focus will remain on top-tier cities, particularly Shanghai, while maintaining financial prudence in new investments [31][32] - The SLI strategy will be employed to introduce financial investors into mature commercial assets, broadening capital sources and managing risks [33][34] Management's Comments on Operating Environment and Future Outlook - The operating environment for the property sector remains challenging, but there are signs of stabilization and recovery supported by government initiatives [2][29] - The company expects rental income to continue growing and aims to develop new recurring fee-based income streams [25][39] - Management remains focused on maintaining liquidity and a healthy balance sheet while navigating market volatility [12][24] Other Important Information - The company has reduced its Scope 1 and 2 emissions by 57% and Scope 3 tenant emissions by 32%, receiving a GRESB five-star and HKQAA ESG AA rating [6] - New projects such as Xintiandi Dongtai Li and K11 Park have been opened, contributing to rental income and demonstrating strong consumer demand [41][45] Q&A Session Summary Question: What are the company's expectations for the property market in 2026? - The company anticipates a shift towards stability in the property market, with government support for urban regeneration and quality homes initiatives [29][30] Question: How is the company managing its debt and liquidity? - The company has successfully reduced offshore debt exposure to less than 20% and aims to maintain a healthy balance sheet with a focus on liquidity management [4][23] Question: What are the key strategies for growth moving forward? - The company will focus on top-tier cities, leverage its brand strengths, and expand partnerships to drive sustainable growth [31][34]

2025 Annual Results 26 March 2026 R 245 G 64 B 41 R 196 G 170 B 139 R 102 G 99 B 102 R 116 G 112 B 112 R 209 G 209 B 209 R 74 G 101 B 142 R 178 G 157 B 148 R 177 G 189 B 204 R 129 G 149 B 140 Agenda Opening Remarks Vincent Lo Business Review and Outlook & Strategy Key Financial Highlights Douglas Sung Property Sales & Development Jessica Wang Commercial Asset Management Allan Zhang Chairman Stephanie Lo Vice Chairman CFO & CIO, Shui On Land CEO, Shui On Land CEO, Shui On Xintiandi R 245 G 64 B 41 R 196 G 17 ...

Financial Performance - In 2025, the core profit of Shui On Land Limited was RMB 397 million, reflecting a 12% decrease compared to RMB 450 million in 2024[3]. - The company reported a significant decline in contracted property sales, totaling RMB 7.916 billion, down 47% from RMB 15.055 billion in 2024[4]. - The company recorded a locked-in sales total of RMB 17.231 billion, expected to be delivered to customers in 2026 and beyond, contributing to future financial performance[14]. - The company reported a loss attributable to shareholders of RMB 1.782 billion for 2025, compared to a profit of RMB 180 million in 2024, representing an 11-fold increase in losses[64]. - The annual loss for 2025 was RMB 1.733 billion, a significant decline from a profit of RMB 810 million in 2024[63]. - The company's gross profit dropped by 60% to RMB 2.115 billion in 2025, with a gross margin of 52%, down from 64% in 2024[57]. - The company recorded a net loss of RMB 924 million in other income and losses for 2025, compared to a net loss of RMB 279 million in 2024[59]. - The company aims to maintain liquidity and ensure financial stability while focusing on investment opportunities in key cities in the Yangtze River Delta and Greater Bay Area[54]. - The company plans to continue its balanced strategy of real estate development and asset management to achieve sustainable profit growth[54]. Revenue and Income - Total rental and related income reached RMB 3.625 billion, a 2% increase from RMB 3.547 billion in the previous year[4]. - The group's recurring rental income from commercial properties increased by 2% year-on-year to RMB 3.625 billion, with 78% of this income derived from properties in Shanghai[7]. - The rental and related income for 2025 was RMB 1.949 billion, a 21% decrease from RMB 2.456 billion in 2024, primarily due to a reclassification of RMB 435 million in rental income[30]. - The overall rental income, including income from joint ventures, grew by 2% to RMB 3.625 billion in 2025, with 78% derived from properties in Shanghai[31]. - The company’s total revenue for 2025 was RMB 4,093 million, a decline of 49.8% compared to RMB 8,173 million in 2024[88]. - Revenue from property sales dropped significantly from RMB 4,356 million in 2024 to RMB 499 million in 2025, a decrease of approximately 88.5%[84]. - The total revenue from customer contracts for 2025 was RMB 2,144 million, down 62.5% from RMB 5,717 million in 2024[85]. Assets and Liabilities - The net asset liability ratio remained stable at 52% as of December 31, 2025[3]. - Cash and bank deposits amounted to RMB 6.451 billion, a decrease of 17% from RMB 7.734 billion in 2024[4]. - The total assets of the company decreased by 10% to RMB 82.577 billion from RMB 91.938 billion in 2024[4]. - As of December 31, 2025, the company's total liabilities amounted to RMB 198.43 billion, a decrease from RMB 221.93 billion in 2024, maintaining a net debt-to-equity ratio of 52%[69]. - The company has contractual development costs and capital expenditure commitments of RMB 7.358 billion as of December 31, 2025, up from RMB 5.099 billion in 2024[72]. - The company has a total borrowing structure of RMB 26.294 billion as of December 31, 2025, with RMB 16.889 billion in bank and other loans[68]. Projects and Developments - The company expanded its "light asset" cooperation projects, increasing its project reserves to four, with ownership stakes of 15% and 13.26% in new projects[3]. - The group established a new 30/70 joint venture with Tianan China Investment Co., Ltd. in June 2025 to participate in the Yongxinli project in Shanghai, acquiring a 50% stake in three residential and commercial land parcels[7]. - The Wuhan Innovation Tian Di commercial park opened in September 2025, featuring a total retail building area of 48,000 square meters[7]. - The group plans to launch more projects in 2026 and beyond, focusing on Shanghai and Wuhan, depending on construction progress and government pre-sale permit timelines[11]. - The company holds a 50% interest in the residential project "翠湖天地·六和," which has a total construction area of 87,000 square meters, including 6,000 square meters of underground space[19]. - The "武漢新天地" project achieved record pre-sale prices in Wuhan, with over 70% of the total construction area of 28,200 square meters already contracted as of December 31, 2025[20]. Market Conditions - The real estate investment in China declined by 17.2% in 2025, marking four consecutive years of contraction[108]. - Office rental rates in Shanghai fell by 11.6% year-on-year to RMB 5.2 per square meter per day in 2025[109]. - Retail property market in Shanghai saw core area rents decline by 4.3% while international tourist spending surged to USD 15 billion, reflecting a shift towards experiential consumption[110]. - The company aims to leverage unique experiences and social value in its properties to adapt to changing market demands[110]. - The company is focusing on urban renewal projects as part of its strategy to align with national goals for sustainable high-quality development[108]. Sustainability and Corporate Governance - Shui On Land Limited received international recognition for its sustainability efforts, achieving a GRESB five-star rating and maintaining an MSCI ESG rating of "AA"[3]. - The group achieved a 57% reduction in Scope 1 and 2 emissions intensity compared to the 2019 baseline, and a 32% reduction in Scope 3 emissions intensity[7]. - The company has adopted the Corporate Governance Code and confirmed compliance with the standards set forth for the year ending December 31, 2025[121]. - The audit committee reviewed the consolidated financial statements for the year ending December 31, 2025, ensuring compliance with accounting principles[124]. Employee and Stakeholder Relations - As of December 31, 2025, the total number of employees at the company was 2,776, a decrease from 2,851 employees as of December 31, 2024[122]. - The company emphasizes equal opportunity principles in its compensation policy, which is based on employee performance and qualifications[123]. - The company expresses gratitude to stakeholders for their support during a challenging year, indicating a commitment to resilience and long-term strategies[125].

Investment Rating - The report rates the real estate industry as "Outperform" compared to the market [1]. Core Insights - New home sales have turned negative year-on-year, while the decline in second-hand home sales has narrowed. The minimum down payment ratio for commercial properties in Shanghai has been reduced to 30% [1]. - The inventory of new homes has increased both month-on-month and year-on-year, and the de-stocking cycle has also lengthened [1]. Summary by Sections New Home Market Tracking - In the 12th week, new home sales in 47 cities amounted to 312.6 million square meters, with a month-on-month increase of 0.6% but a year-on-year decrease of 15.2%. The year-on-year growth rate has decreased by 21.0 percentage points compared to the previous week [5]. - The sales volume in first, second, third, and fourth-tier cities showed varied month-on-month growth rates of -0.1%, 26.5%, -17.3%, respectively, with year-on-year growth rates of -17.7%, -8.6%, -20.3% [5][15]. Second-Hand Home Market Tracking - The second-hand home sales area in 23 cities reached 270.7 million square meters, with a month-on-month increase of 9.6% and a year-on-year decrease of 6.7%, which is a narrowing of the decline by 6.5 percentage points compared to the previous week [5]. - The sales volume in first, second, third, and fourth-tier cities showed month-on-month growth rates of 8.1%, 11.5%, 8.2%, respectively, with year-on-year growth rates of -2.5%, -12.4%, -0.2% [5][11]. Inventory and De-stocking Cycle - As of the end of the 12th week, the new home inventory in 13 cities was 79.95 million square meters, with a month-on-month growth rate of 0.1% and a year-on-year growth rate of 1.0%. The de-stocking cycle is 26.0 months, which is an increase of 0.2 months month-on-month and an increase of 6.5 months year-on-year [5][33]. - The de-stocking cycle for first, second, third, and fourth-tier cities is 21.3, 24.0, and 65.0 months, respectively [5][25]. Land Market Tracking - The total land transaction area in 100 cities was 11.639 million square meters, a month-on-month decrease of 16.1% but a year-on-year increase of 45.2%. The total transaction price was 20.04 billion yuan, a month-on-month decrease of 13.5% but a year-on-year increase of 59.7% [5][11]. - The average land price was 1,722 yuan per square meter, with a month-on-month increase of 3.1% and a year-on-year increase of 10.0% [5][11]. Policy Insights - Starting from March 16, Shanghai adjusted the minimum down payment ratio for commercial properties to 30%, following a national policy adjustment [5]. - The report suggests that there are multiple opportunities for phase returns in the real estate sector throughout 2026, with a focus on market sentiment, transaction performance, and policy developments [5]. Investment Recommendations - The report recommends focusing on three main lines: 1. Companies with stable fundamentals and high market share in first and second-tier cities, such as China Resources Land and China Merchants Shekou [5]. 2. Smaller companies that have made significant breakthroughs in sales and land acquisition, such as Poly Real Estate [5]. 3. Commercial real estate companies exploring new consumption scenarios, such as China Resources Vientiane Life and Swire Properties [5].

Investment Rating - The report rates the real estate industry as "Outperform" [1] Core Insights - New home transaction area increased by 33.2% week-on-week, while the year-on-year decline narrowed to 15.4%, a reduction of 14.5 percentage points compared to the previous week [5] - Second-hand home transaction area rose by 13.9% week-on-week, with a year-on-year decline of 25.1%, narrowing by 7.0 percentage points from the previous week [5] - New home inventory area decreased both month-on-month and year-on-year, while the absorption cycle increased month-on-month [5] - The land market saw a decline in both volume and price month-on-month, but an increase in volume year-on-year [5] - The total issuance of domestic bonds in the real estate sector decreased by 19.0% week-on-week but increased by 77.9% year-on-year [5] - The report suggests that the real estate sector may see opportunities for returns in 2026, with a focus on key cities and companies that have stable fundamentals [5] Summary by Sections 1. New Home Market Tracking - In the 11th week, the new home transaction area in 40 cities was 211.9 million square meters, with a week-on-week increase of 33.2% and a year-on-year decrease of 15.4% [16] - Transaction areas in first, second, and third-fourth tier cities showed respective week-on-week growth rates of 56.5%, 20.4%, and 41.6% [16] 2. Second-hand Home Market Tracking - The second-hand home transaction area in 18 cities was 174.4 million square meters, with a week-on-week increase of 13.9% and a year-on-year decrease of 25.1% [5] 3. Inventory Situation - The inventory of new homes in 12 cities was 11,223 million square meters, with a month-on-month decrease of 0.3% and a year-on-year decrease of 5.1% [44] - The absorption cycle for new home inventory was 23.1 months, increasing by 1.0 month month-on-month and 8.5 months year-on-year [44] 4. Land Market Tracking - The total land transaction area in 100 cities was 1,387.4 million square meters, with a month-on-month decrease of 7.9% and a year-on-year increase of 216.7% [12] - The average land price was 1,670 yuan per square meter, with a month-on-month decrease of 17.2% and a year-on-year decrease of 8.8% [12] 5. Bond Issuance - The total bond issuance in the real estate sector was 134.8 billion yuan, with a week-on-week decrease of 19.0% and a year-on-year increase of 77.9% [13]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其準確性或完整 性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何部分內容而產生或因倚賴該等內容而 引致的任何損失承擔任何責任。 Shui On Land Limited 瑞安房地產有限公司* (於開曼群島註冊成立之有限責任公司) (股份代號: 272) 補充公佈 有關訂立合作協議 之關連交易 茲提述本公司日期為二零二六年二月六日的公佈（「該公佈」）。 除另行界定者外，本公佈所 用詞彙與該公佈所界定者具有相同涵義。 為增進對合作協議條款及其項下擬進行該等交易之了解，本公司謹此就該公佈補充以下額外 資料。 股權轉讓對價 金流量折現法（兩種方法所佔權重相等）。為免存疑，由於該估值並非關乎本公司或其 一家現有或擬成為其附屬公司的公司，故其不受上市規則第 14.60A條及第 14A.68條的 規定所規限；及 (ii) 根據項目公司於二零二五年十二月三十一日之管理賬目，項目公司之其他資產及負債 （不計入項目資產之約定總資產價值），估計負債淨額為約人民幣 52,358,942 元（相當 於約港幣 58,176,600 元），受限於完成日進行校 ...