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通告的內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示概不就因本通告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。 （於開曼群島註冊成立的有限公司） （股份代號：3883） 二零二五年股東週年大會通告 茲通告中國奧園集團股份有限公司（「本公司」）謹定於二零二五年六月二十六日（星期四）下午二時三十 分假座香港夏慤道18號海富中心寫字樓一座24樓舉行二零二五年股東週年大會（「二零二五年股東週 年大會」），以處理下列事項： 1 1. 省覽、考慮及採納本公司及其附屬公司截至二零二四年十二月三十一日止財政年度之經審核綜 合財務報表及本公司董事會報告與本公司獨立核數師報告。 2. (a) 重選陳志斌先生為本公司執行董事。 (b) 重選Mohamed Obaid Ghulam Badakkan Alobeidli先生為本公司非執行董事。 (c) 重選史莉莉女士為本公司非執行董事。 (d) 重選黃煒強先生為本公司獨立非執行董事。 (e) 授權董事會釐定各董事之酬金。 3. 續聘信永中和（香港）會計師事務所有限公司為本公司核數師，並授權 ...

此乃要件 請即處理 閣下如對本通函或對應採取之行動有任何疑問，應諮詢 閣下之股票經紀或其他註冊證券商、銀行經理、 律師、專業會計師或其他專業顧問。 閣下如已出售或轉讓所有名下之中國奧園集團股份有限公司之股份，應立即將本通函及隨附之代表委任表 格送交買主或承讓人，或經手買賣或轉讓之銀行、股票經紀或其他代理，以便轉交買主或承讓人。 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通函之內容概不負責，對其準確性或完整性亦 不發表任何聲明，並明確表示，概不就因本通函全部或任何部份內容而產生或因倚賴該等內容而引致之任 何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） （股份代號：3883） 建議重選退任董事、 建議授出購回股份及發行股份之一般授權 及 二零二五年股東週年大會通告 本封面頁所用詞彙與本通函「釋義」一節所界定者具相同涵義。 中國奧園集團股份有限公司謹訂於二零二五年六月二十六日（星期四）下午二時三十分假座香港夏慤道18號 海富中心寫字樓一座24樓舉行二零二五年股東週年大會（「二零二五年股東週年大會」），大會通告載於本通 函。隨函附奉適用於二零二五年股東週年大會之代表委任表格。該代表委任表格亦於香港交 ...

Business Strategy and Market Expansion - China Aoyuan focuses on the Guangdong-Hong Kong-Macao Greater Bay Area and aims to become a leader in healthy living, emphasizing sustainable and steady development[2] - Future outlook includes a projected revenue growth of 10-15% for the next fiscal year, driven by new project launches and market expansion[3] - Market expansion plans include entering three new cities in the Greater Bay Area by the end of 2024, aiming to increase market share by 5%[3] - The company is expanding its market presence, targeting three new regions in Asia by the end of the next fiscal year[66] - A strategic acquisition was completed, enhancing the company's capabilities in urban development, valued at $300 million[66] Financial Performance - The company reported a significant increase in revenue, with a year-on-year growth of 15% to reach HKD 10 billion in the last fiscal year[3] - The company's total revenue for 2024 was approximately RMB 9.675 billion, a decrease of about RMB 17.858 billion or 64.9% compared to 2023[23] - The company's property development sales revenue was approximately RMB 8.168 billion, down 67.3% from RMB 24.964 billion in 2023[23] - The gross loss for 2024 was approximately RMB 16.189 billion, an increase of 1,013.4% compared to a gross loss of RMB 1.454 billion in 2023[24] - The company achieved a gross profit of approximately RMB 630 million in 2024, an increase of 88.6% from RMB 334 million in 2023, with a gross margin of 6.5%[24] - The company reported a profit attributable to owners of approximately RMB 35 million in 2024, compared to a loss of RMB 9.534 billion in 2023[28] Debt Management and Restructuring - Aoyuan's debt restructuring plan is underway, aiming to reduce liabilities by 30% over the next two years[3] - The company completed a comprehensive restructuring of its offshore debt, resulting in a restructuring gain of approximately RMB 26.155 billion[26] - The group had bank and other borrowings of approximately RMB 51.180 billion, reduced from RMB 71.760 billion as of December 31, 2023[32] Research and Development - The company is investing in new technologies, with a budget allocation of HKD 500 million for R&D in health and wellness products[3] - The company is investing $50 million in research and development for new technologies aimed at improving operational efficiency[66] Corporate Governance and Leadership - The company has seen significant leadership changes, with several directors resigning and new appointments made to strengthen governance and operational management[54][55] - The company emphasizes its commitment to environmental, social, and governance (ESG) development, with the appointment of non-executive directors to advise on these matters[49] - The company has a strong financial management team, with members having over 30 years of experience in audit, accounting, and financial management[50] - The company has a diverse board with members holding qualifications from prestigious institutions, enhancing its governance capabilities[49][50][51][53] Shareholder Relations and Dividend Policy - The company maintains a dividend policy with a payout ratio of 40%, reflecting its commitment to returning value to shareholders[3] - The company has no predetermined dividend payout ratio, and any future dividends will be decided at the discretion of the board, considering various factors[142] - The board will review the dividend policy periodically and may update or amend it as deemed appropriate[142] Environmental, Social, and Governance (ESG) Initiatives - The company emphasizes the importance of environmental management and integrates eco-friendly practices into its operations[156] - The company is committed to social responsibility, contributing to education, poverty alleviation, and community development[155] - The ESG report outlines the company's efforts and achievements in environmental and social aspects over the past year[145] - The board is responsible for overseeing the group's sustainable development strategy and integrating ESG management into the governance framework[158] Risk Management - The company has implemented risk management measures and guidelines, with regular internal monitoring assessments conducted by all departments to identify potential risks affecting business operations and financial processes[124] - The board has confirmed its responsibility for risk management and internal control systems, which aim to manage risks associated with achieving business objectives[121] Customer Service and Quality Control - The group implemented a customer service management system to improve service quality and efficiency, aiming for industry-leading standards[185] - The group emphasizes the importance of information security and has established internal protocols to manage information security incidents[190] - The group has a rigorous supplier management system, including regular performance evaluations and compliance checks to ensure quality and social responsibility[194] Employee Management and Training - The company has implemented a training program to enhance employees' awareness of integrity and compliance[176] - The company has arranged appropriate training for directors to ensure they are updated on business, legal, and regulatory changes[87]

FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： 中國奧園集團股份有限公司 呈交日期： 2025年4月23日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 | 是 | | | | 證券代號 (如上市) | | 03883 | 說明 | | | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | | 庫存股份變動 | | | | ...

FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) | | | 表格類別： 股票 狀態： 新提交 第 2 頁 共 6 頁 v 1.3.0 公司名稱： 中國奧園集團股份有限公司 呈交日期： 2025年3月31日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | | 普通股 | 股份類別 | 不適用 | 於香港聯交所上市 | 是 | | | | 證券代號 (如上市) | | 03883 | 說明 | | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | | 事件 | | 已發行股份（不包括庫存股份）變動 | 佔有關事 ...

Core Viewpoint - China Aoyuan reported a significant loss of approximately 2.096 billion yuan in 2024, with a focus on exploring potential asset sales to enhance liquidity [3][4]. Financial Performance - The total revenue for 2024 was approximately 9.674 billion yuan, representing a year-on-year decline of 64.9% [3]. - The company recorded a gross loss of about 16.189 billion yuan, a substantial increase of 1013.4% compared to the gross loss of approximately 1.454 billion yuan in 2023, resulting in a gross loss margin of 167.3% [3]. - Property development sales revenue was around 8.168 billion yuan, down approximately 67.3% from about 24.964 billion yuan in 2023, with the total delivered property area decreasing by 72.3% to 820,000 square meters [3]. Debt and Liquidity Management - The company reported a net loss of approximately 2.097 billion yuan and a net cash outflow from operations, with current liabilities exceeding current assets by about 20 billion yuan [4]. - Total bank and other borrowings amounted to approximately 73.805 billion yuan, with about 53.662 billion yuan due within the next 12 months [4]. - The company completed a significant restructuring of its offshore debt, which alleviated some short-term liquidity pressure and reduced overall debt obligations [4]. Strategic Measures - To improve liquidity and cash flow, the company is actively negotiating loan renewals and extensions with various domestic lenders, with existing domestic financing arrangements of approximately 9.395 billion yuan being extended [5]. - The company is exploring potential asset sales to enhance liquidity, including measures to accelerate the pre-sale and sale of properties under construction [5]. - The company is committed to strict cost control and reducing unnecessary expenses while ensuring the timely delivery of property development projects [6].

中国奥园去年总营业额跌近65%，物业收入大降， 流动负债高企 深圳商报·读创客户端记者 李薇 到了2023年7月，中国奥园交出了一份境外债重组方案，披露境外债务重组主要条款获主要债权人 小组代表支持，随后与债权人小组成员签订重组支持协议。 有业内人士认为，中国奥园当初提出重组方案时或许对市场持一种乐观的态度，然而市场走向并没 有如预期那般，所以公司债务重组的推进容易遇到问题，公司仍面临着资金压力。 2024年3月，中国奥园宣布完成境外债务重组，这在一定程度上缓解了境外债务压力。 同年9月，中国奥园引入阿联酋的专业投资机构MultiGold，其持股比例达到16.48%，成为单一最大 股东。 中国奥园（03883.HK）近日发布2024年全年业绩公告。公告显示，2024年集团的总营业额约为人 民币96.75亿元，较2023年约人民币275.33亿元减少约人民币178.58亿元，降幅为64.9%。其中，物业发 展销售收入约为81.68亿元，同比下降67.3%。交付物业总建筑面积较2023年减少72.3%，平均售价上涨 18.1%至每平方米约9961元。 2024年集团毛损约为人民币161.89亿元，毛损率为167. ...

Core Points - China Aoyuan reported a total revenue of approximately RMB 9.675 billion for 2024, representing a decline of 64.9% compared to 2023 [1] - The company’s gross loss for 2024 was approximately RMB 16.189 billion, with a gross loss margin of 167.3% [1] - The attributable profit to owners for 2024 is estimated at RMB 35 million, a significant recovery from a loss of approximately RMB 9.534 billion in 2023 [1] - Property contract sales for 2024 amounted to approximately RMB 10.55 billion, with a total sales area of about 1.252 million square meters [1] Revenue Breakdown - The revenue from property development accounted for 84.4% of total revenue, while hotel operations and other sales contributed 13.7% and property investment revenue contributed 1.9% [1] - The property development sales revenue for 2024 was approximately RMB 8.168 billion, reflecting a decline of about 67.3% from 2023 [2] - The average selling price of delivered properties increased by 18.1% to approximately RMB 9,961 per square meter, driven by a higher proportion of deliveries in the East China region [2] Land Reserves - As of the end of 2024, the total land reserve in the Greater Bay Area was approximately 5.64 million square meters, with an equity building area of about 4.24 million square meters [1]

Financial Performance - Total revenue for the year ended December 31, 2024, was RMB 9,674,861 thousand, a significant decrease of 65.0% compared to RMB 27,533,316 thousand in 2023[3] - Gross loss for the year was RMB 16,188,703 thousand, compared to a gross loss of RMB 1,453,712 thousand in the previous year[3] - The company reported a net loss of RMB 2,096,637 thousand for the year, an improvement from a net loss of RMB 9,640,627 thousand in 2023[4] - Basic and diluted earnings per share for the year were RMB 0.71, a recovery from a loss per share of RMB 321.47 in the previous year[4] - The company reported a loss before tax of RMB 7,814,569 for the year ended December 31, 2023, with segment losses of RMB 4,008,416 from property development, RMB 1,088,159 from property investment, and RMB 273,700 from other services[20] - The pre-tax loss for 2024 was RMB 280,924 thousand, a decrease of 50% from RMB 561,720 thousand in 2023[27] - The company reported a significant gain of RMB 26,154,924 from the restructuring of offshore debt, which involved the release of liabilities totaling approximately RMB 44.611 billion[25] Assets and Liabilities - Total non-current assets decreased to RMB 17,043,986 thousand from RMB 21,560,472 thousand in 2023, reflecting a decline of 21.2%[5] - Current assets totaled RMB 142,461,130 thousand, down from RMB 177,811,016 thousand in 2023, indicating a decrease of 19.9%[5] - Current liabilities decreased to RMB 162,462,776 thousand from RMB 212,903,149 thousand, a reduction of 23.7%[6] - The company’s total equity was reported at RMB (25,867,637) thousand, compared to RMB (28,083,853) thousand in the previous year, showing an improvement in equity position[6] - The total assets as of December 31, 2024, were approximately RMB 159.505 billion, down from RMB 199.371 billion in 2023, while total liabilities were approximately RMB 185.373 billion[48] - As of December 31, 2024, the group's current liabilities exceeded current assets by approximately RMB 20.002 billion, with total bank and other borrowings amounting to approximately RMB 73.805 billion[11] - The group has a total cash balance of approximately RMB 3.141 billion, which is insufficient to cover the liabilities due within the next 12 months, estimated at RMB 53.662 billion[11] Cash Flow and Liquidity - The group recorded a net loss of approximately RMB 2.097 billion and a net operating cash outflow for the year ending December 31, 2024[11] - The group has implemented measures to improve liquidity, including negotiating extensions on existing domestic borrowings totaling approximately RMB 9.395 billion[14] - The group is actively exploring asset sale opportunities to enhance liquidity for debt repayment under the restructuring plan[14] - The group aims to accelerate the pre-sale and sale of properties under construction and completed projects to improve cash flow[14] - The company aims to focus on "ensuring delivery and payment" as core strategies while restructuring domestic debt and enhancing cash flow management[42] Revenue Breakdown - The total revenue for the year ending December 31, 2024, was RMB 9.675 billion, with property development contributing RMB 8.168 billion and property investment contributing RMB 183.098 million[18] - Total revenue for the year ended December 31, 2023, was RMB 27,533,316, with property development contributing RMB 24,963,572, property investment RMB 199,402, and other services RMB 2,370,342[19] - For the year ending December 31, 2024, external segment revenue is projected to be RMB 9,674,861, with property development expected to generate RMB 8,167,792 and other services RMB 1,323,971[20] - The company experienced a significant decrease in revenue from external customers in mainland China, dropping from RMB 27,530,284 in 2023 to RMB 9,663,632 in 2024[23] Employee and Operational Costs - Total employee costs for 2024 amounted to RMB 344,732 thousand, down 50.5% from RMB 695,927 thousand in 2023[27] - Selling and distribution expenses decreased by 47.7% to approximately RMB 539 million, while administrative expenses decreased by 53.7% to approximately RMB 954 million due to cost control measures[46] Market Conditions - Property contract sales for the group significantly declined in 2024, adversely affecting cash income from sales and pre-sales[12] - The average selling price of delivered properties increased by 18.1% to approximately RMB 9,961 per square meter, driven by a higher proportion of sales in the East China region[43] - Property contract sales amounted to approximately RMB 10.55 billion, with a total sales area of about 1.252 million square meters, reflecting a significant decline in the real estate market[40] Other Financial Metrics - The company recognized other comprehensive income of RMB 94,480 thousand for the year, compared to RMB 9,550 thousand in 2023[4] - The total interest expense for the year 2024 was RMB 7,190,741, down from RMB 9,429,983 in 2023[26] - The income tax expense for 2024 was RMB 2,615,256 thousand, an increase of 43.3% compared to RMB 1,826,058 thousand in 2023[28] - The impairment loss on properties held for sale was RMB 16,818,773 thousand in 2024, a significant increase from RMB 1,787,929 thousand in 2023[27] Corporate Governance - The company did not declare any dividends for the fiscal year ending December 31, 2024, consistent with 2023[31] - The board recommended not to declare a final dividend for the year ended December 31, 2024, consistent with the previous year[59] - There were no significant events affecting the group after the reporting date[57]

Financial Performance - Total revenue for the year ended December 31, 2024, was RMB 9,674,861, a significant decrease of 65.0% compared to RMB 27,533,316 in 2023[3] - Gross loss for the year was RMB 16,188,703, compared to a gross loss of RMB 1,453,712 in the previous year[3] - The company reported a net loss of RMB 2,096,637 for the year, an improvement from a net loss of RMB 9,640,627 in 2023[4] - Other income and gains for the year amounted to RMB 23,453,112, a significant increase from a loss of RMB 1,383,563 in 2023[3] - The company reported a significant loss of RMB 26,154,924 thousand related to the restructuring of offshore debt, which included the release of liabilities amounting to approximately RMB 44.611 billion[25] - The pre-tax loss for 2024 was RMB 280,924 thousand, a decrease of 50% from RMB 561,720 thousand in 2023[27] - Total employee costs for 2024 amounted to RMB 344,732 thousand, down 50.5% from RMB 695,927 thousand in 2023[27] - The income tax expense for 2024 was RMB 2,615,256 thousand, an increase of 43.3% compared to RMB 1,826,058 thousand in 2023[28] - Basic earnings per share for 2024 were RMB 35,033 thousand, a significant recovery from a loss of RMB 9,533,566 thousand in 2023[32] Assets and Liabilities - The company’s total assets decreased to RMB 159,505,116 from RMB 199,371,488 in 2023, reflecting a decline of 20.0%[5] - The company’s non-current assets totaled RMB 17,043,986, down from RMB 21,560,472 in 2023, indicating a decrease of 21.2%[5] - The company’s cash and cash equivalents decreased to RMB 886,427 from RMB 1,858,831, a decline of 52.4%[5] - Total liabilities rose to RMB 58,659,823 thousand in 2024, compared to RMB 57,059,766 thousand in 2023, indicating a 2.8% increase[36] - The group had total liabilities of approximately RMB 73.81 billion due within one year, a decrease from RMB 107.45 billion as of December 31, 2023[51] - The group provided guarantees for bank mortgage loans amounting to approximately RMB 66.445 billion, down from RMB 74.592 billion as of December 31, 2023[52] - The group had approximately RMB 65.37 billion in assets pledged to various banks for project loans and general bank financing, down from RMB 72.54 billion a year earlier[56] Cash Flow and Financing - The group recorded a net loss of approximately RMB 2.097 billion and a net operating cash outflow for the year ending December 31, 2024[11] - The total bank and other borrowings, along with preferred notes and bonds, amounted to approximately RMB 73.805 billion, with about RMB 53.662 billion due within the next 12 months[11] - The group has successfully extended existing domestic financing arrangements totaling approximately RMB 9.395 billion[14] - The group is actively exploring potential asset sales to enhance liquidity for debt repayment under the restructuring plan[14] - The group is implementing measures to improve liquidity and cash flow, including accelerating the pre-sale and sale of properties under construction[13] - The group has implemented several interest rate management policies to mitigate cash flow interest rate risks[51] Property Development - The group achieved property contract sales of RMB 9.675 billion, with residential apartments contributing RMB 6.759 billion, commercial apartments RMB 0.486 billion, and retail shops RMB 0.275 billion[18] - Property contract sales amounted to approximately RMB 10.55 billion, with a total sales area of about 1.252 million square meters, reflecting a significant decline in the real estate market[40] - The average selling price of delivered properties increased by 18.1% to approximately RMB 9,961 per square meter, driven by a higher proportion of sales in the East China region[43] - The group continues to ensure timely delivery of property development projects, with most projects progressing as scheduled[14] Market and Customer Base - Revenue from external customers in mainland China decreased to RMB 9,663,632 thousand in 2024 from RMB 27,530,284 thousand in 2023, indicating a significant decline[23] - The company has no individual customer contributing more than 10% of total revenue for the years ended December 31, 2023, and 2024, indicating a diversified customer base[24] Employee and Organizational Changes - The group employed 3,123 employees as of December 31, 2024, a decrease from 3,998 employees as of December 31, 2023[58] - The company plans to focus on "ensuring delivery and payment" as core strategies while enhancing organizational structure and resource allocation[42] Dividends and Shareholder Returns - The company did not declare any dividends for the fiscal year ending December 31, 2024, consistent with 2023[31] - The board recommended not to declare a final dividend for the year ended December 31, 2024, consistent with the previous year[59] Other Notable Information - The company recorded a net foreign exchange loss of RMB 54,682 thousand in 2024, down from RMB 569,937 thousand in 2023, showing improvement in currency management[25] - Interest expenses decreased to RMB 7,190,741 thousand in 2024 from RMB 9,429,983 thousand in 2023, reflecting a reduction in borrowing costs[26] - The average trade payable period is between six months to one year, with trade payables totaling RMB 18,803,519 thousand in 2024[36] - The company reported a significant increase in deferred tax liabilities, totaling RMB 1,382,834 thousand in 2024, compared to RMB 1,180,855 thousand in 2023[28] - The impairment loss on properties for 2024 was RMB 16,818,773 thousand, a substantial increase from RMB 1,787,929 thousand in 2023[27] - There were no significant events affecting the group after the reporting date[57]