中国国际金融股份有限公司 2025 年度向特定对象发行可转换公司债券之 关于保利发展控股集团股份有限公司 发行保荐书 保荐机构 （北京市朝阳区建国门外大街 1 号国贸大厦 2 座 27 层及 28 层） 二〇二六年二月 保利发展控股集团股份有限公司 发行保荐书 关于保利发展控股集团股份有限公司 2025 年度向特定对象发行可转换公司债券之发行保荐书 中国证券监督管理委员会、上海证券交易所： 保利发展控股集团股份有限公司（以下简称"保利发展""发行人"或"公司"）拟 申请向特定对象发行可转换公司债券募集资金总额不超过人民币 500,000 万元（含本数） （以下简称"本次证券发行""本次发行"或"向特定对象发行可转换公司债券"），并 已聘请中国国际金融股份有限公司（以下简称"中金公司"）作为本次证券发行的保荐 机构（以下简称"保荐机构"或"本机构"）。 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证 券法》（以下简称"《证券法》"）、《证券发行上市保荐业务管理办法》（以下简称"《保 荐办法》"）、《上市公司证券发行注册管理办法》（以下简称"《注册管理办法》"）、 《发行证券的公司信息 ...

保利发展控股集团股份有限公司 2025 年度向特定对象发行可转换公司债券的 补充法律意见（一） 北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话:010-52682888 传真:010-52682999 邮编:100033 北京德恒律师事务所 关于 | 一、问题 | 1.关于本次募投项目 3 | | --- | --- | | 二、问题 | 3.关于其他 23 | 北京德恒律师事务所 关于保利发展控股集团股份有限公司 2025 年度向特定对象发行可转换公司债券的补充法律意见（一） 北京德恒律师事务所 关于保利发展控股集团股份有限公司 2025 年度向特定对象发行可转换公司债券的 补充法律意见（一） 德恒01F20252010-08号 致：保利发展控股集团股份有限公司 德恒受发行人委托，担任发行人 2025 年度向特定对象发行可转换公司债券 事项的专项法律顾问。本所根据《证券法》《公司法》以及中国证监会发布的《注 册管理办法》以及国务院国资委、中华人民共和国财政部、中国证监会联合颁布 的《上市公司国有股权监督管理办法》等相关法律、法规、部门规章和规范性文 件的规定，并按照中国证监会关于《公开发行证券 ...

| 证券代码：600048 | 证券简称：保利发展 | 公告编号：2026-012 | | --- | --- | --- | | 转债代码：110817 | 转债简称：保利定转 | | 关于 2025 年度向特定对象发行可转换公司债券 申请文件的审核问询函回复及募集说明书 等申请文件更新的提示性公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 保利发展控股集团股份有限公司（以下简称"公司"）于2026年1月19日收 到上海证券交易所（以下简称"上交所"）出具的《关于保利发展控股集团股份 有限公司向特定对象发行可转换公司债券申请文件的审核问询函》（上证上审（再 融资）〔2026〕22号）（以下简称"《问询函》"）。上交所审核机构对公司向 特定对象发行可转换公司债券申请文件进行了审核，并形成了首轮问询问题。 公司收到《问询函》后，会同相关中介机构就《问询函》提出的问题进行了 认真研究和逐项落实，现根据相关要求对《问询函》回复进行披露，并对《保利 发展控股集团股份有限公司2025年度向特定对象发行可转换公司债券募集说明 书》等 ...

Group 1 - The first batch of commercial real estate REITs is gaining momentum, with 12 products submitted for approval since the end of January, and 10 of them accepted by the exchange, with a fundraising scale expected to reach 37.7 billion yuan [1] - The project initiators include state-owned enterprises, local state-owned enterprises, private enterprises, and foreign companies, with all projects located in core areas of first- and second-tier cities [1][3] - The underlying assets of the projects show a "retail-led, diversified supplement" pattern, including 4 retail projects, 3 mixed-use commercial projects, 2 hotels, and 1 office [1] Group 2 - The first batch of accepted projects is characterized by mature operations, good historical performance, and stable cash flow, with some assets currently fully leased [3] - Notable projects include those from Poly Developments in the Guangdong-Hong Kong-Macao Greater Bay Area, and various state-owned enterprises in Shanghai with diverse asset types located in key urban areas [3] - Private enterprises like Vipshop and Sanda have extensive commercial property management experience, with their underlying assets being outlet projects in major cities [3] Group 3 - The launch of commercial real estate REITs is seen as a new opportunity for the real estate industry, which is transitioning from a high-leverage, high-turnover model to a more sustainable operational model [5][6] - REITs provide a significant funding channel for developers, encouraging a shift from "developers" to "asset managers and service providers," enhancing operational management capabilities [6] - The first batch of projects includes four with clear renovation plans aimed at improving space utilization and optimizing asset combinations [6] Group 4 - Commercial real estate REITs will provide a crucial "pricing anchor" for the market, addressing the lack of a transparent price discovery mechanism in the commercial real estate sector [6][7] - The introduction of REITs is expected to enhance price transparency and valuation science in the commercial real estate market, aiding in the identification and allocation of quality assets [7] Group 5 - The current low-interest-rate environment is favorable for the launch of commercial real estate REITs, as there is a strong demand for stable, long-term income-generating assets [8] - The predicted cash distribution rate for the first batch of 10 projects ranges from 3.79% to 5.21%, with an average of 4.75% [9] - The recent rational price adjustments in high-quality commercial properties provide a foundation for acquiring or integrating assets at reasonable costs, benefiting long-term returns for investors [9] Group 6 - Compliance remains a fundamental requirement for commercial real estate REITs, with complex structures and extensive regulatory procedures involved [10][11] - The regulatory process aims to balance the significance of compliance issues with the need for market development, ensuring a constructive approach to project advancement [11] - There is a growing expectation that more quality commercial real estate will connect with capital markets through REITs, broadening financing channels for the real economy [11][12]

Core Viewpoint - The real estate market in China is experiencing a seasonal slowdown in January 2026, but there are signs of recovery in the second-hand housing market in key cities, which may stabilize market expectations and lead to a potential "small spring" after the Spring Festival, especially with supportive policies in place [1][12]. Group 1: Sales Performance - The top 100 real estate companies achieved a total sales amount of 165.45 billion yuan in January 2026 [2][8]. - 32 companies among the top 100 reported year-on-year sales growth, with 10 companies experiencing growth rates exceeding 100% [8][10]. - Notably, companies like Junyi Holdings and Bangtai Group saw significant increases in sales, with Junyi Holdings reporting a staggering growth of 757.4% [10]. Group 2: Market Dynamics - The new housing market showed weak performance with a transaction area of approximately 8.1 million square meters, while the second-hand housing market saw a 16% month-on-month increase and a 33% year-on-year increase in transaction area [12]. - The central government has introduced various supportive policies focusing on urban renewal, financing optimization, and tax incentives to stimulate the real estate market [12][13]. Group 3: New Entrants and Rankings - In January 2026, seven new companies entered the top 100 list, with CITIC City Opening making a notable entry into the top 30 [5][6]. - The sales performance of new entrants indicates that some small and medium-sized private enterprises are managing to maintain stable operations and achieve growth despite market challenges [5][8].

Core Viewpoint - In January 2026, the top 100 real estate companies in China achieved a total sales amount of 165.45 billion yuan, indicating a stable market despite the traditional off-season impact, with signs of recovery in the second-hand housing market in key cities [1][14]. Group 1: Sales Performance - Poly Developments ranked first with a total sales amount of 156.0 billion yuan and a sales area of 701,000 square meters [6][21]. - China Overseas Land & Investment followed closely with a sales amount of 144.8 billion yuan [2][23]. - Among the top 100 companies, 32 reported year-on-year growth, with 10 companies experiencing growth rates exceeding 100% [7][22]. Group 2: Market Trends - The new housing market showed weak performance due to seasonal factors, while the second-hand housing market began to show signs of recovery [1][14]. - Policy measures from the central government are aimed at urban renewal, financing optimization, and tax incentives, which are expected to support the revitalization of existing resources and alleviate financial pressures on real estate companies [13]. Group 3: Company Rankings - The top five companies by sales amount in January 2026 were: 1. Poly Developments: 156.0 billion yuan 2. China Overseas Land & Investment: 144.8 billion yuan 3. China Vanke: 116.5 billion yuan 4. China Resources Land: 86.9 billion yuan 5. China Merchants Shekou: 76.7 billion yuan [2][6][23]. Group 4: Sales Data Overview - The sales data reflects the total sales amount and sales area for the top companies, with Poly Developments leading in both metrics [6][21]. - The data is based on contract signing figures, excluding deposits or subscription data, and covers the period from January 1 to January 31, 2026 [6].

Core Viewpoint - The real estate market in core cities has shown signs of recovery, with the top 100 real estate companies achieving a sales amount of 165.45 billion yuan in January 2026 [1][14][16]. Group 1: Sales Performance - In January 2026, the top 100 real estate companies achieved a total sales amount of 165.45 billion yuan [14][16]. - The sales performance threshold for the top 100 real estate companies has decreased compared to January 2025 [17]. - Seven companies entered the top 100 list for the first time, with CITIC City Opening making it into the top 30 [21]. Group 2: Year-on-Year Growth - A total of 32 companies among the top 100 experienced year-on-year growth in January 2026, with 10 companies seeing growth rates exceeding 100% [25]. - Notable performers include Junyi Holdings with a growth rate of 757.4% and Haian Group with 488.2% [27]. Group 3: Market Trends - The new housing market showed weak performance in January, with a transaction area of approximately 8.1 million square meters in 50 key cities [27]. - The second-hand housing market, however, saw a recovery with a transaction area of approximately 8.1 million square meters, reflecting a 16% month-on-month increase and a 33% year-on-year increase [27]. Group 4: Policy Support - In January 2026, the central government released various policies focusing on urban renewal, financing optimization, and tax incentives to support the real estate market [28]. - Financial support measures include a reduction in the re-lending rate by 0.25 percentage points to 1.25% and a decrease in the minimum down payment ratio for commercial properties to 30% [28].

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Investment Rating - The report maintains a "Buy" rating for the real estate sector, indicating a positive outlook for investment opportunities in this area [4]. Core Insights - The "old-for-new" policy is being reintroduced in Shanghai, which is expected to effectively stabilize housing prices and stimulate market activity [10][26]. - The policy focuses on acquiring second-hand homes to address inventory issues and enhance market liquidity, with specific criteria for eligible properties [10][26]. - The anticipated financial impact includes a potential market transaction increase of approximately 1,080 billion yuan, representing a 9% boost to total market transactions and a 24% increase in new home sales [3][10]. Summary by Sections 1. Background of the "Old-for-New" Policy - The central government has emphasized the need for policies that control inventory and improve supply, with the "old-for-new" initiative aligning closely with these goals [10][11]. 2. Historical Experience of "Old-for-New" - The "old-for-new" model is categorized into acquisition and assistance types, with the acquisition model being more effective in driving sales [16][21]. - The acquisition model has been implemented in over 20 cities, with a total of 14,520 units identified for trial [16][21]. 3. Shanghai's "Old-for-New" Policy - The policy aims to stabilize housing prices by focusing on second-hand homes, with specific requirements for properties built before 2000 and under 400 million yuan [3][10]. - The estimated funding requirement for the acquisition of 27,000 units is approximately 54 billion yuan, leveraging a 1:2 replacement ratio to maximize market impact [3][10]. 4. Feasibility of the Latest "Old-for-New" Policy - Shanghai is positioned as a key city for the implementation of this policy due to its strong government credibility and market stability [3][10]. - The second-hand housing market in Shanghai has shown signs of stabilization, with a reduction in the average transaction cycle to 22.2 months and a 2% month-on-month price rebound [3][10]. 5. Investment Recommendations - The report suggests that the current environment, characterized by improving transaction volumes and prices in the second-hand market, presents significant investment opportunities [3][10].

Core Viewpoint - The recent restructuring actions taken by major state-owned real estate companies in China, including China Overseas Land & Investment, reflect a broader trend of streamlining operations to enhance efficiency and focus on core business areas amid industry challenges [1][2][3][17]. Group 1: Organizational Restructuring - China Overseas Land & Investment has eliminated four regional companies, shifting from a three-tier structure ("headquarters-regional-city") to a two-tier structure ("headquarters-city") [1][4]. - Other companies such as China State Construction Engineering Corporation, Poly Developments, and China Resources Land have also made similar moves to reduce regional layers and consolidate functions, indicating a trend towards "streamlining and focusing" [2][8]. - The elimination of regional companies is seen as a response to the inefficiencies created by additional management layers, which do not align with the current need for cost reduction and efficiency improvement [7][10]. Group 2: Performance Pressures - China Overseas Land & Investment reported a significant decline in sales performance, with a total contracted property sales amount of 251.23 billion yuan in 2025, a year-on-year decrease of 19.1% [9]. - The company also experienced a drop in revenue and net profit, with 2024 revenues at 185.15 billion yuan, down 8.6%, and a net profit of 15.64 billion yuan, down 38.9% [9]. - Similarly, Huafa Group announced its first loss since going public, projecting a net profit loss of between 9 billion to 7 billion yuan for 2025, reflecting a year-on-year decline of over 1000% [11]. Group 3: Strategic Focus and Integration - Companies are not only cutting regional structures but are also integrating business functions to strengthen core competencies. For instance, Poly Developments is restructuring its headquarters into ten functional departments to support its strategic transformation into a "real estate ecological platform" [12][13]. - China State Construction Engineering Corporation's subsidiary, China State Construction Eight Bureau, is reorganizing its operations into three major business segments to concentrate on real estate and enhance competitiveness [15][16]. - The overarching goal of these adjustments is to reduce costs, improve efficiency, and better position companies to navigate the ongoing industry adjustments [17][18].