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 年第四次临时股东大会的 法律意见 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 关于保利发展控股集团股份有限公司 2025 年第四次临时股东大会的法律意见 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 年第四次临时股东大会的 法律意见 德恒 01G20240039-12 号 致：保利发展控股集团股份有限公司 保利发展控股集团股份有限公司（以下简称"公司"）2025 年第四次临时 股东大会（以下简称"本次会议"）于 2025 年 10 月 9 日（星期四）召开。北京 德恒律师事务所（以下简称"德恒"）受公司委托，指派本所律师（以下简称"德 恒律师"），根据《中华人民共和国证券法》（以下简称"《证券法》"）、《中华 人民共和国公司法》（以下简称"《公司法》"）、中国证券监督管理委员会《上 市公司股东会规则》（以下简称"《股东会规则》"）、《保利发展控股集团股份 有限公司章程》（以下简称"《公司章程》"）的规定，就本次会议 ...

证券代码：600048 证券简称：保利发展 公告编号：2025-085 保利发展控股集团股份有限公司 2025年第四次临时股东大会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东大会召开的时间：2025 年 10 月 9 日 (二)股东大会召开的地点：广州市海珠区阅江中路 832 号保利发展广场会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 2,340 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 5,277,124,416 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股份总数的比例（%） | 44.4749 | 注：上表中公司有表决权股份总数不含公司回购账户所持 105,031,578 股。 (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次股东大会由董事会召集，公司董事长刘平先生因工作 ...

Group 1 - The rental and sales rights concept declined by 1.52%, ranking among the top declines in the concept sector, with stocks like Zhangjiang Hi-Tech and Huangting International hitting the limit down [1] - Among the stocks in the rental and sales rights concept, Hefei Urban Construction, Shoukai Co., and Shibei High-tech saw increases of 7.31%, 5.75%, and 3.52% respectively [1] - The rental and sales rights concept experienced a net outflow of 955 million yuan, with 20 stocks seeing net outflows, and 10 stocks with outflows exceeding 10 million yuan [2] Group 2 - The top net outflow stock was Zhangjiang Hi-Tech, with a net outflow of 507 million yuan, followed by Vanke A, Shoukai Co., and Poly Development with net outflows of 212 million yuan, 120 million yuan, and 110 million yuan respectively [2] - The stocks with the highest net inflow in the rental and sales rights concept included Hefei Urban Construction, Shibei High-tech, and China Merchants Shekou, with net inflows of 107 million yuan, 38.63 million yuan, and 18.48 million yuan respectively [2][3] - The rental and sales rights concept saw significant declines in several stocks, with Zhangjiang Hi-Tech down by 9.99%, Huangting International down by 9.92%, and Tianfu Cultural Tourism down by 6.55% [2][3]

Core Insights - The Guangzhou South Avenue Phase II land plot was publicly auctioned on October 9, with China Overseas Land & Investment winning the bid at a total price of 920 million yuan, reflecting a premium rate of 6.98% and a floor price of approximately 15,285 yuan/m² [1] - The land plot is strategically located near major roads and commercial areas, with a total area of 34,177.93 m², including residential, commercial, and service facilities [1] - The floor price of the Phase II plot is significantly lower than the Phase I plot sold three years ago, which was priced at 48,395 yuan/m², indicating a notable change in market conditions [1] Market Analysis - According to industry analyst Xiao Wenxiao from CRIC, the floor price of the Phase II plot aligns with the current market conditions in the Haizhu District, where the average transaction price for new residential properties has decreased from 87,601 yuan/m² in 2022 to 67,414 yuan/m² in the first three quarters of this year, a drop of nearly 20,000 yuan/m² [2] - In the first nine months of this year, Guangzhou has completed 22 residential land transactions, totaling a construction area of 1.1663 million m² and a total transaction value of approximately 21.2 billion yuan, indicating a significant increase in the number of land transactions compared to 15 transactions in the same period last year [2]

Group 1 - China Overseas Land & Investment (中海) acquired the Guangzhou Avenue South Phase II land parcel for 920 million yuan, with a nominal floor price of approximately 15,285 yuan per square meter and a premium rate of 7% [1] - The total land area is about 34,200 square meters, with a total construction area of approximately 60,000 square meters and a plot ratio of 2.9 [1] - This is the first land acquisition by China Overseas in the public market of Guangzhou for 2025 [1] Group 2 - The land parcel requires the construction of 33,079 square meters of commercial space, 2,700 square meters of service facilities, and a 9-class kindergarten, resulting in an effective residential floor price exceeding 40,000 yuan per square meter [3] - The location is strategically positioned near major roads and metro lines, making it a prime area within the Kecun business district [3] - The surrounding area has challenges, including urban villages and traffic congestion during peak hours [5] Group 3 - The land auction attracted attention due to the competition between China Overseas and Poly Real Estate, with only these two state-owned enterprises participating [5] - The previous land auction in 2022 saw Poly win against China Overseas, making this acquisition a significant comeback for China Overseas [5] - The starting price of the land appeared lower, but the high requirements for additional construction and low residential proportion will test the developers' comprehensive development capabilities and financial strength [5]

Core Insights - The real estate market shows signs of recovery in September, with the top 100 real estate companies achieving a sales amount of 252.8 billion yuan, a year-on-year increase of 0.4% and a month-on-month increase of 22.2% [1] - A total of 72 out of the top 100 companies reported month-on-month sales growth, with 45 companies experiencing growth rates exceeding 30% [1] - The cumulative sales for the top 100 companies from January to September reached 2,606.59 billion yuan, reflecting a year-on-year decline of 12.2%, but the rate of decline has narrowed compared to previous months [1] Company Performance - Poly Developments leads the industry with a sales figure of 201.7 billion yuan, followed by Greentown China and China Overseas Land & Investment with sales of 178.5 billion yuan and 170.5 billion yuan, respectively [2] - The top six companies also include China Resources Land, China Merchants Shekou, and Vanke, with sales figures of 154.4 billion yuan, 140.66 billion yuan, and 100.29 billion yuan [2] Land Acquisition Trends - The enthusiasm for land acquisition among real estate companies has increased, with the total land acquisition amount for the top 100 companies reaching 727.8 billion yuan from January to September, a year-on-year increase of 36.7% [2] - Leading companies in new land value include Greentown China, Poly Developments, and China Overseas Land & Investment, with new land values of 117.5 billion yuan, 101 billion yuan, and 95.2 billion yuan, respectively [2] Market Dynamics and Policy Impact - The recovery in sales is attributed to seasonal factors, relaxed purchase restrictions in core cities, and the introduction of new products by real estate companies [1][3] - Several core cities have continued to optimize demand-side policies, such as relaxing purchase restrictions in non-core areas and expanding the use of housing provident funds [3] - Despite improvements in core cities, many other cities still face a relatively flat market, indicating ongoing adjustment pressures [3]

Investment Rating - The report maintains an "Overweight" rating for the real estate and property management sectors, indicating a positive outlook for quality real estate companies in core cities [5]. Core Insights - In September 2025, the decline in sales for real estate companies narrowed, with a year-on-year decrease of 10% for monthly sales and 17% for cumulative sales, showing an improvement compared to previous months [5]. - The top three companies in monthly sales for September were Poly Developments (20.5 billion), China Overseas (20.2 billion), and China Resources (17.6 billion), with several companies like Jianfa and Jinmao showing growth against the trend [5]. - The report highlights a structural differentiation in the domestic sales market, with first and second-tier cities performing better than third and fourth-tier cities, suggesting a "structurally strong and weak overall" market outlook [5]. Summary by Sections Sales Performance - In September 2025, 50 real estate companies achieved a total sales amount of 180.2 billion, with a year-on-year decrease of 10% [5]. - Cumulative sales from January to September 2025 reached 1,740.3 billion, reflecting a 17% year-on-year decline [5]. Policy Impact - The report notes that government policies aimed at stabilizing the market have begun to take effect, leading to a significant narrowing of the sales decline in Q4 2024 [5]. - Policies include increased support for quality housing and the relaxation of purchase restrictions in major cities [5]. Investment Recommendations - The report recommends focusing on quality real estate companies such as Jianfa International, Binhai Group, China Resources, and others for potential investment opportunities [5]. - It also suggests looking into undervalued commercial real estate firms and property management companies for investment [5].

Investment Rating - The report does not explicitly state an investment rating for the real estate industry in Shanghai for the period of January to August 2025 Core Insights - The Shanghai real estate market experienced a sales downturn in August 2025, attributed to insufficient new supply and significant pressure on inventory in outer districts. However, recent policy adjustments aimed at optimizing housing purchase restrictions and increasing support for housing loans are expected to stabilize market expectations and promote recovery [3][24] - The top 20 real estate companies in Shanghai achieved a total sales performance of 277.79 billion yuan, with 12 companies surpassing 10 billion yuan in sales [5][6] - The leading companies by sales amount were Poly Developments (31.07 billion yuan), China Merchants Shekou (29.87 billion yuan), and China Resources Land (26.17 billion yuan) [4][7] Summary by Sections Sales Performance - In the first eight months of 2025, the top 20 real estate companies in Shanghai collectively recorded sales of 277.79 billion yuan and a sales area of 3.879 million square meters [5][6] - The top three companies by sales amount were Poly Developments (31.07 billion yuan), China Merchants Shekou (29.87 billion yuan), and China Resources Land (26.17 billion yuan) [4][7] - The top three companies by sales area were China Merchants Shekou (511,000 square meters), Poly Developments (421,000 square meters), and China Resources Land (309,000 square meters) [4][7] Residential Market - The total sales amount for the top 10 residential projects in Shanghai reached 82.36 billion yuan, with the threshold for inclusion set at 4.77 billion yuan [9] - The leading residential project was Shanghai One No. 1, with sales amounting to 18.42 billion yuan [9][10] - The total sales area for the top 10 residential projects was 726,000 square meters, with Shanghai One No. 1 again leading with 100,000 square meters [11] Market Outlook - The recent policy adjustments in Shanghai are expected to significantly alleviate the sales pressure in outer districts, benefiting companies operating in these areas. Real estate firms are encouraged to leverage this policy window to enhance marketing efforts [24]

Investment Rating - The report does not explicitly state an investment rating for the real estate industry in Beijing for the period of January to August 2025 Core Insights - The new policies introduced on August 8, 2025, aimed at optimizing the real estate market in Beijing, have led to a slight increase in market activity, particularly in new housing visits and second-hand property viewings, although overall market fluctuations remain minimal [3][11] - The total sales revenue of the top 20 real estate companies in Beijing reached 210.66 billion yuan, with a total sales area of 4.119 million square meters during the same period [5][7] - The top three companies by sales revenue are China Overseas Land & Investment (312.2 billion yuan), China Resources Land (226.1 billion yuan), and Yuexiu Property (201.0 billion yuan) [5][7] Summary by Sections Sales Performance - The top 20 real estate companies in Beijing achieved a total sales revenue of 210.66 billion yuan and a total sales area of 4.119 million square meters from January to August 2025 [5][7] - The threshold values for sales revenue and area for the top 20 companies were 3.65 billion yuan and 0.086 million square meters, respectively [5][7] Equity Sales Performance - The total equity sales revenue for the top 20 companies was 149.57 billion yuan, with a total equity sales area of 2.829 million square meters [7] - The top three companies in equity sales revenue were China Overseas Land & Investment (291.5 billion yuan), China Resources Land (155.6 billion yuan), and China State Construction Engineering Corporation (125.3 billion yuan) [7] Policy Changes - The new policies allow eligible households to purchase homes outside the Fifth Ring Road without restrictions on the number of properties [8][9] - The policies also include adjustments to the public housing fund loan standards, increasing the maximum loan amount for second homes from 600,000 yuan to 1 million yuan [9]

Investment Rating - The report does not explicitly state an investment rating for the real estate industry Core Insights - The performance of leading real estate companies declined year-on-year in August 2025, with land acquisition costs amounting to 13.55 billion yuan [6] - The average transaction area for new residential properties in first-tier cities decreased by 21.16% year-on-year, while second-tier cities saw a decline of 4.51% [10] - The total bond financing in the real estate sector was 55.31 billion yuan in August 2025, reflecting a year-on-year decrease of 4.3% [7] Summary by Sections 1. Overall Industry Performance in August 2025 - **Market Demand**: The average transaction area for new residential properties in first-tier cities was 470,300 m², down 21.16% year-on-year; second-tier cities recorded 313,800 m², down 4.51%; and third-tier cities saw 128,900 m², down 10.76% [10] - **Sales Situation**: The sales revenue of monitored brand real estate companies decreased by 2.6% year-on-year, with a month-on-month increase of 15.0%. Among the 10 monitored companies, five experienced a year-on-year decline, with the largest drop being 58.9% for Jindi Group [5] - **Land Acquisition**: The total land acquisition cost for monitored brand real estate companies was 13.55 billion yuan, with a total land area of 273,000 m² acquired [6] - **Financing Situation**: The total bond financing in the real estate sector was 55.31 billion yuan, down 4.3% year-on-year, with credit bond financing at 30.78 billion yuan, down 18.4% [7] 2. Key Companies' Performance - **Vanke**: In August, Vanke acquired land with a total cost of 156 million yuan and reported a sales revenue of 9 billion yuan, a year-on-year decrease of 47.7% [43][45] - **China Overseas Property**: This company recorded the highest month-on-month sales increase of 54.9% among the monitored companies [5] - **China Resources Land**: Acquired land with a total area of 19,100 m² and a planning area of 65,300 m² [38] 3. Policy Insights - The report highlights the government's focus on stabilizing the real estate market and promoting urban renewal, with policies aimed at enhancing housing supply and improving living conditions [12][19] - The emphasis on "good housing" construction and urban renewal is expected to drive future policy support for the real estate sector [24][25]