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: 2025年10月31日 狀態: 新提交 FF301 致：香港交易及結算所有限公司 公司名稱: 旭輝控股(集團)有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年11月4日 I. 法定/註冊股本變動 | 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) | 00884 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 | HKD | | 0.1 HKD | | 2,000,000,000 | | 增加 / 減少 (-) | | | 30,000,000,000 | | | HKD | | 3,000,000,000 | | 本月底結存 | | | 50,000,000,000 | HK ...

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 告 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，概不對因本公告全部 或任何部份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。 CIFI Holdings (Group) Co. Ltd. 旭 輝 控 股（ 集 團 ）有 限 公 司 （於開曼群島註冊成立的有限公司） 茲提述旭輝控股（ 集團 ）有限公司（「本公司」）日期為二零二五年十月十六日之通函 （「該通函」）及日期為二零二五年十月十六日用以召開本公司股東特別大會（「股東 特別大會」）之通告（「該通告」）。除另有界定者外，本公告所用詞彙與該通函所界 定者具有相同涵義。 董事會欣然公佈，載於該通告內的所有建議決議案（「該等決議案」）已於股東特別 大會上以投票方式獲正式通過。該等決議案的投票表決結果如下： | | | | | | | | | | 普通決議案 | | | | | | | | | | | | | 票數(% ) | | | --- | --- | --- | --- | --- | --- | --- | ...

Core Insights - The real estate companies in distress have made substantial progress in debt restructuring, with a total debt reduction scale of approximately 1.2 trillion yuan as of October 30, involving 21 companies [1] - The restructuring efforts are expected to alleviate short-term debt repayment pressures and facilitate a safer operational environment for these companies, thereby accelerating the overall risk clearance process in the real estate sector [1][2] Group 1: Debt Restructuring Progress - As of October 30, 21 distressed real estate companies have received approval for debt restructuring, with a total debt scale nearing 2 trillion yuan [1] - Companies such as Sunac China Holdings, Guangzhou R&F Properties, and CIFI Holdings have completed their debt restructuring, while others like Kaisa Group and Country Garden have received approval for overseas debt restructuring [1] - The restructuring methods employed include debt-to-equity swaps, asset swaps, and full-term extensions, significantly reducing the debt burden for many companies [2] Group 2: Impact on Industry and Companies - The concentration of debt restructuring among distressed companies indicates a faster risk clearance in the industry, which is beneficial for the overall credit environment [2] - Post-restructuring, many companies are accelerating their delivery processes and shifting their strategic focus towards light asset businesses such as property management and asset management [2][3] - The transition from incremental development to stock asset management is seen as a reasonable path for companies to revitalize resources and improve operational efficiency [3] Group 3: Future Outlook - The development of light asset businesses is expected to be a crucial support for distressed companies to overcome challenges, as operational efficiency and service capabilities become more important than capital scale [3] - Companies that successfully complete debt restructuring and enhance their operational efficiency are likely to achieve stable operations and sustainable development, contributing to a healthier and more stable real estate market [3]

Core Insights - Several large real estate companies have announced significant breakthroughs in debt restructuring, with Sunac China leading the way in this process [1][2][6] Group 1: Sunac China's Debt Restructuring - Sunac China reported that 98.5% of creditors voted in favor of its offshore debt restructuring plan, corresponding to a debt amount support rate of 94.5%, thus achieving the necessary majority for approval [1][6] - The restructuring plan covers approximately $9.55 billion in offshore debt, including various types of bonds and loans, aiming to completely resolve the company's debt risks [4][10] - If successful, the restructuring could reduce Sunac China's overall repayment pressure by nearly 70 billion yuan and save tens of millions in interest expenses annually [6] Group 2: Other Companies' Restructuring Efforts - CIFI Holdings announced a special shareholders' meeting on October 31 to review its offshore debt restructuring actions, indicating it is close to finalizing its restructuring [1][7] - Country Garden plans to hold two creditor meetings on November 5 to consider and approve its proposed debt arrangements [1][9] - According to statistics, three companies, including Sunac China, CIFI Holdings, and Longfor Group, have either completed or are close to completing their debt restructuring, with a total of 11 companies achieving some form of debt restructuring this year [9][10] Group 3: Market Context and Trends - The acceleration of debt restructuring among real estate companies is attributed to various factors, including creditors' adjusted expectations for debt recovery, which now favor restructuring over liquidation [9][10] - The restructuring strategies have shifted from merely alleviating liquidity pressures to substantial adjustments in debt scale, utilizing methods such as debt-to-equity swaps and asset disposals [10][12] - Major shareholders have provided significant financial support during this restructuring wave, further aligning their interests with the companies' futures [11][12]

Core Viewpoint - The real estate industry is witnessing a significant acceleration in debt restructuring efforts among several companies, driven by changing creditor expectations and a shift from debt extension to debt reduction strategies [1][5]. Group 1: Debt Restructuring Progress - Multiple real estate companies, including Shimao, Yuzhou, and Kaisa, have announced successful debt restructuring plans, with some reaching the final stages of the process [1]. - The restructuring trend is characterized by a preference for "debt-to-equity swaps," which, while beneficial for debt reduction, may dilute the ownership stakes of major shareholders [1][5]. Group 2: Major Shareholder Support - Major shareholders are providing substantial financial support through various means, such as converting loans into equity, as seen with Shimao and Sunac [2]. - Shareholders are also participating in rights issues to bolster the companies' financial positions during restructuring, ensuring their control remains intact [2]. Group 3: Control Retention Strategies - Companies are designing restructuring plans to maintain major shareholders' control, with Shimao's major shareholder expected to retain a stake between 22.8% and 28.6% post-restructuring [3]. - Yuzhou's major shareholder plans to increase their stake to 62.39% through participation in rights issues, while CIFI is employing a combination of debt-to-equity swaps and shareholder loans to maintain control [3][4]. Group 4: Long-term Stability and Recovery - The restructuring efforts aim to stabilize management teams, which is crucial for maintaining strategic direction and operational continuity during the recovery phase [5][6]. - A healthier capital structure and aligned interests between major shareholders and the company are expected to enhance the likelihood of debt recovery for creditors, with potential recovery rates significantly improving post-restructuring [5][6].

Core Viewpoint - The real estate industry is accelerating financing through various channels such as credit bonds, overseas bonds, and asset securitization to address year-end debt maturity pressures and prepare for future development amid increased supply of quality land parcels [1][3][10]. Financing Trends - In September, the total bond financing in the real estate sector reached 561 billion yuan, marking a year-on-year increase of 31%, with credit bond financing alone amounting to 322 billion yuan, a significant year-on-year growth of 89.5% [3][9]. - The average issuance term for credit bonds in September was 3.65 years, indicating a trend towards longer financing terms, which helps optimize debt structure and alleviate short-term repayment pressures [7]. Company Financing Activities - Several companies are actively issuing bonds, including China Merchants Shekou with a planned issuance of 40 billion yuan at a coupon rate of 1.90%, and China Vanke with a bond issuance of up to 24 billion yuan [6][8]. - Notable issuances include Beijing Urban Construction Group's successful issuance of 18 billion yuan in medium-term notes and Poly Developments' 150 billion yuan bond application accepted by the Shanghai Stock Exchange [6][8]. Challenges in Sales and Cash Flow - Despite the positive financing trends, real estate companies face significant challenges in sales, with a reported 8.4% year-on-year decline in funds received by real estate developers from January to September, particularly in deposits and pre-sales [9][10]. - The ongoing sluggish sales market continues to exert pressure on the overall cash flow of real estate companies, making it crucial for them to balance external financing with internal cash generation [10]. Debt Restructuring Progress - Some distressed real estate companies have made substantial progress in debt restructuring, with over 75% of creditors approving restructuring plans for companies like Longfor Group and Sunac China [8].

Core Insights - Recent debt restructuring efforts by troubled real estate companies have gained momentum, with significant plans announced by CIFI, Sunac, and Jinke [1][2][3] Group 1: Debt Restructuring Plans - CIFI announced a debt restructuring plan involving mandatory convertible bonds, shareholder loans, and a long-term equity incentive plan, pending approval at a special shareholders' meeting on October 31 [1] - Sunac reported that 94.5% of its creditors agreed to its second round of overseas restructuring, with a court hearing scheduled for November 5 [1] - Jinke has signed a trust contract for bankruptcy restructuring, marking a significant step in its debt repayment mechanism, with a major investor becoming the largest shareholder after injecting 2.628 billion [1] Group 2: Debt-to-Equity Conversion - All three companies are utilizing debt-to-equity swaps as a key method for debt reduction, which involves issuing new shares to convert debt into equity, thereby increasing the company's capital base [1] - Jinke's restructuring plan includes cash payments for small creditors, stock conversions, and trust benefit rights, with recovery rates heavily dependent on stock price fluctuations [2][4] - Sunac's plan allows for debt conversion at different stock prices, with potential recovery rates significantly influenced by future stock performance [3] Group 3: Shareholder Control and Incentives - The restructuring plans ensure that the controlling shareholders maintain their positions, aligning their interests with those of creditors and minority shareholders [5][6] - Jinke's restructuring investors will hold nearly 30% of the company and have significant board representation, ensuring control over the company's direction [5] - Sunac's plan includes a "stability plan" to maintain shareholder control, while CIFI's plan incorporates a long-term incentive program for management to align interests with creditors [6][7]

Core Viewpoint - Recent debt restructuring efforts by troubled real estate companies have gained momentum, with significant plans announced by CIFI, Sunac, and Jinke to convert debt into equity and stabilize their financial positions [1][2][3]. Group 1: Debt Restructuring Plans - CIFI announced a detailed debt restructuring plan involving mandatory convertible bonds, shareholder loans, and a long-term equity incentive plan, which will be presented for approval at a special shareholders' meeting on October 31 [1]. - Sunac reported that 94.5% of its creditors agreed to its second round of overseas restructuring plan, with a court hearing scheduled for November 5 [1]. - Jinke signed a trust contract for bankruptcy reorganization, marking a significant step in its debt repayment mechanism, with a major investor injecting 26.28 billion yuan to become the largest shareholder [1]. Group 2: Debt-to-Equity Conversion - All three companies are utilizing debt-to-equity conversion as a key method for debt reduction, which involves issuing new shares to convert debt, thereby increasing the company's equity base [1]. - Jinke's restructuring plan includes cash payments for small creditors, stock conversions, and trust benefits, with recovery rates heavily dependent on stock price fluctuations [2]. - Sunac's plan allows for 75% of debt to be converted at 6.8 HKD per share, with potential recovery rates significantly increasing if the stock price rises [3]. Group 3: Shareholder Control and Incentives - The restructuring plans ensure that the major shareholders maintain control, aligning their interests with those of creditors and minority shareholders [5][6]. - Jinke's restructuring investors will hold nearly 30% of the company and have significant board representation, ensuring control over the company's direction [5]. - Sunac's plan includes a "stability plan" for its equity structure, ensuring that the major shareholder retains a 23% control stake, while CIFI's plan includes measures to maintain the controlling family's stake at around 25% [6]. Group 4: Impact of Stock Performance - The future performance of these companies' stock prices is crucial for creditors' recovery rates, as sustainable operations and profitability are necessary for increasing valuations [4]. - The design of these restructuring plans aims to maintain management stability and align the interests of major shareholders with those of creditors, which is essential for the companies' recovery [7].

Group 1: Government Policies and Initiatives - The Minister of Housing and Urban-Rural Development, Ni Hong, emphasizes the need to construct safe, comfortable, green, and smart houses, while also renovating old ones [1] - Nine departments, including the Ministry of Housing, have issued an action plan to develop and implement intelligent municipal infrastructure construction and renovation plans [2] - Beijing has introduced a new tax policy for housing rental enterprises, reducing the VAT rate from 5% to 1.5% starting January 1, 2026, and lowering the property tax rate from 12% to 4% [3] Group 2: Real Estate Transactions and Market Activity - In Chengdu, a new policy has been released that removes local deposit restrictions for housing provident fund loans, allowing eligible non-local contributors to apply for conversion loans [4] - Two low-density residential land parcels in Suzhou's Xiangcheng district were sold at a total price of 661 million yuan, with floor prices of 7,500 yuan and 7,000 yuan per square meter [5] - A residential land parcel in Hangzhou's Binjiang district was sold for 1.264 billion yuan, reflecting a nearly 20% premium over the starting price [6] Group 3: Land Supply and Development - Beijing has announced the eighth round of proposed residential land supply for 2025, covering 9 plots with a total area of approximately 44 hectares and a planned construction scale of about 1.03 million square meters [7] - Shanghai is set to auction 6 land parcels in its eighth batch of land sales, with a total starting price of 18.495 billion yuan [8] Group 4: Company Performance and Leadership Changes - China State Construction's project, Yunhe Jiuyuan, achieved sales of 448 units in September, leading in sales volume, area, and amount in Beijing [9] - Beijing Urban Construction's Xi Yuan project opened its humanistic demonstration area, showcasing high-end residential values [10] - Sunac China’s debt restructuring plan received approval from 98.5% of creditors, marking a significant step towards resolving its offshore debt issues [12] Group 5: Sales Performance of Real Estate Companies - China Resources Land reported a cumulative contract sales amount of approximately 154.4 billion yuan for the first nine months, a year-on-year decline of 10.4% [13] - China Jinmao's contract sales for the same period reached 80.685 billion yuan, with a total area of 3.6745 million square meters sold [14] - Longfor Group's total contract sales amounted to 50.75 billion yuan, with a sales area of 3.943 million square meters [15]

Core Viewpoint - CIFI Holdings Group Co., Ltd. announced details of its offshore debt restructuring, including plans to issue $4.1 billion in mandatory convertible bonds and convert shareholder loans into equity, with a special shareholders' meeting scheduled for October 31 to seek approval [2][3]. Group 1: Debt Restructuring Details - The restructuring will result in the cancellation of approximately $8.1 billion in existing offshore debt, which includes $6.8 billion in unpaid principal and $1.3 billion in accrued unpaid interest [2]. - The company will issue approximately $6.7 billion in new instruments and pay about $9.5 million in cash as part of the restructuring [2]. - The mandatory convertible bonds will have an initial conversion price of HKD 1.6 per share, representing a 7-fold premium over the current stock price [2]. Group 2: Conversion Mechanism - The conversion mechanism for the mandatory convertible bonds includes voluntary conversion, phased mandatory conversion over four years, and trigger-based conversion if the stock price exceeds HKD 5 for 90 consecutive trading days [2]. Group 3: Shareholder Support and Incentives - The major shareholder, the Lin family, has shown strong support by converting over HKD 500 million in shareholder loans into equity and converting approximately $4 million in existing notes into mandatory convertible bonds [3]. - A ten-year equity incentive plan will be launched to ensure operational stability and performance improvement post-restructuring, covering major shareholders and core management [3]. - The incentive plan is designed to tie the granting conditions to quantifiable performance metrics, ensuring team stability during the recovery phase [3]. Group 4: Financial Performance - For the first half of 2025, CIFI Holdings reported revenue of approximately 12.281 billion yuan, a year-on-year decline of 39.22%, with a net loss attributable to shareholders of about 6.358 billion yuan, further widening compared to the previous year [3]. - In September, the company recorded a contract sales amount of approximately 900 million yuan, only about 50% of the same period last year, with cumulative contract sales for January to September amounting to approximately 13.06 billion yuan, also showing a decline compared to the previous year [3].