关于厦门建发股份有限公司 2025 年第一次临时股东会的 法律意见书 中国·厦门 厦禾路 666 号海翼大厦 A 幢 16-18 楼 厦门 · 上海 · 福州 · 泉州 · 龙岩 http://www.tenetlaw.com 2025 年第一次临时股东会的法律意见书 (2025) 天衡(意)字第 119 号 致:厦门建发股份有限公司 厦门建发股份有限公司(以下简称"公司")2025年第一次临时股东会(以 下简称"本次股东会")于2025年6月3目召开。福建天衡联合律师事务所(以 下简称"本所")接受公司的委托,指派黄臻臻律师、廖明骐律师(以下简称"本 所律师")出席本次股东会,根据《中华人民共和国公司法》(以下简称"《公 司法》"）、《上市公司股东会规则》(以下简称"《股东会规则》")和《厦 门建发股份有限公司章程》(以下简称"《公司章程》")的规定,对本次股东 会的召集和召开程序、出席会议人员的资格、召集人资格、会议表决程序以及表 决结果进行验证,并出具本法律意见书。 为出具本法律意见书,本所律师于 2025年 6 月 3 目参加公司本次股东会, 对本次股东会的召集、召开程序和出席本次股东会的人员的资格进 ...

| 股票代码：600153 | 股票简称：建发股份 | | | 公告编号：临2025-027 | | --- | --- | --- | --- | --- | | 债券代码：185929 | 债券简称：22 | 建发 | Y3 | | | 债券代码：137601 | 债券简称：22 | 建发 | Y4 | | | 债券代码：115755 | 债券简称：23 | 建发 | Y1 | | | 债券代码：240217 | 债券简称：23 | 建发 | Y2 | | | 债券代码：240650 | 债券简称：24 | 建发 | Y1 | | | 债券代码：241016 | 债券简称：24 | 建发 | Y2 | | | 债券代码：241137 | 债券简称：24 | 建发 | Y3 | | | 债券代码：241265 | 债券简称：24 | 建发 | Y4 | | | 债券代码：241266 | 债券简称：24 | 建发 | Y5 | | 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 (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 ...

| 股票代码：600153 | 股票简称：建发股份 | | | 公告编号：临 | 2025—028 | | --- | --- | --- | --- | --- | --- | | 债券代码：185929 | 债券简称：22 | 建发 | Y3 | | | | 债券代码：137601 | 债券简称：22 | 建发 | Y4 | | | | 债券代码：115755 | 债券简称：23 | 建发 | Y1 | | | | 债券代码：240217 | 债券简称：23 | 建发 | Y2 | | | | 债券代码：240650 | 债券简称：24 | 建发 | Y1 | | | | 债券代码：241016 | 债券简称：24 | 建发 | Y2 | | | | 债券代码：241137 | 债券简称：24 | 建发 | Y3 | | | | 债券代码：241265 | 债券简称：24 | 建发 | Y4 | | | | 债券代码：241266 | 债券简称：24 | 建发 | Y5 | | | 厦门建发股份有限公司 第十届董事会 2025 年第三次临时会议决议公告 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 ...

Group 1 - The core viewpoint of the report indicates that the real estate market in China is stabilizing and undergoing transformation, with policies implemented since September 2024 showing positive effects on market recovery [1][2][3] - The report highlights that the adjustment period for housing prices has been significant, with new and second-hand housing prices decreasing by 10.1% and 17.4% respectively as of April 2025, marking a nearly four-year adjustment cycle [2][15] - The report emphasizes that the burden of home purchasing for residents is at a 20-year low, which is a positive factor for market stabilization [2][28] Group 2 - The policy environment is entering a phase of effect verification, with a series of measures aimed at stabilizing the real estate market, including urban village renovations and financial support [3][39] - The market is experiencing a recovery process characterized by differentiation, with new home sales showing a weak recovery trend and second-hand home transactions performing better due to price adjustments [4][40] - The report suggests that investment opportunities lie in the commercial real estate and property management sectors, recommending "three good" real estate stocks and companies with stable performance [5][10] Group 3 - The report identifies that the land market is seeing a moderate recovery in transaction volumes, with a 28% year-on-year increase in transaction value for residential land in the first four months of 2025 [4][43] - It notes that the concentration of land acquisition among leading real estate companies has reached a high level, indicating a shift in market dynamics [4][39] - The report forecasts a decline in new construction area, completion area, and real estate investment by 20%, 18%, and 8% respectively for the year 2025 [4][5]

Investment Rating - The report maintains an "Overweight" rating for the real estate industry [3][5]. Core Insights - The report emphasizes that the current policy environment is being driven by fundamental pressures, suggesting that the policy response may exceed the measures taken in 2008 and 2014 [3]. - Real estate is identified as an early-cycle indicator, serving as a barometer for economic trends, making it a strategic investment focus [3]. - The competitive landscape within the industry is improving, with leading state-owned enterprises and select mixed-ownership and private firms performing well in land acquisition and sales [3]. - The report continues to support investment in first-tier and select second- and third-tier cities, which have shown better performance during sales rebounds [3]. - Supply-side policies, including land storage and management of idle land, are highlighted as critical areas to monitor, with first- and second-tier cities expected to benefit more [3]. Summary by Sections Market Review - The report notes that the Shenwan Real Estate Index increased by 0.9%, outperforming the CSI 300 Index by 2.03 percentage points, ranking 11th among 31 Shenwan primary industries [10]. - New housing transactions in 30 cities totaled 2.41 million square meters, a 11.2% increase month-on-month but a 11.9% decrease year-on-year [21]. - Second-hand housing transactions in 14 sample cities amounted to 2.18 million square meters, a 6.8% decrease month-on-month but an 8.9% increase year-on-year [30]. Key City New and Second-Hand Housing Transaction Tracking - In first-tier cities, new housing transaction area was 685,000 square meters, with a month-on-month increase of 23.7% and a year-on-year increase of 16.9% [21]. - In second-tier cities, new housing transaction area was 1.08 million square meters, with a month-on-month increase of 13.7% but a year-on-year decrease of 23.9% [21]. - In third-tier cities, new housing transaction area was 641,000 square meters, with a month-on-month decrease of 2.9% and a year-on-year decrease of 11.9% [21]. Key Company Credit Bond Situation - During the week of May 26 to June 1, five credit bonds were issued by real estate companies, totaling 5.31 billion yuan, a 15.11 billion yuan increase from the previous week [42]. - The net financing amount was -3.84 billion yuan, reflecting a 20.41 billion yuan increase in net financing compared to the previous week [42]. - The majority of the bonds issued were rated AAA (83.1%) and primarily consisted of general medium-term notes (81.0%) [42].

Investment Rating - The report maintains an "Overweight" rating for the real estate industry [4][33][7] Core Insights - The real estate market showed a lukewarm performance in May, with a slight month-on-month increase of 2% in sales for the top 100 real estate companies. Cumulative sales from January to May decreased by 7% year-on-year [1][12] - The report emphasizes that the current policies are expected to be more forceful than those in 2008 and 2014, indicating a significant shift in the market dynamics [4][33] - The competitive landscape in the industry is improving, with leading state-owned enterprises and a few mixed-ownership and private companies performing well in land acquisition and sales [4][33] Summary by Sections Sales Performance - In May, the top 100 real estate companies achieved a sales amount of 295.55 billion yuan, a year-on-year decrease of 7.8% but a month-on-month increase of 3.8%. Cumulative sales from January to May reached 1313.71 billion yuan, down 7% year-on-year [1][12][30] - The top 31-50 and top 21-30 tiers of companies showed positive year-on-year growth in sales, while the top 10 companies experienced a decline of 11.1% [2][16] Company Performance - Among the top 40 companies, 20 reported positive year-on-year growth in sales. Poly Developments led with sales of 106.81 billion yuan, followed by Greentown China and China Overseas Development [3][30][31] - Notable performers included Nengjian Chengfa with a year-on-year growth of 201.7%, and Hongrongyuan with 185.3% [3][30] Investment Recommendations - The report suggests focusing on real estate stocks due to the expected policy-driven market changes. Recommended stocks include Greentown China, China Overseas Development, and Poly Developments among others [4][33] - The report highlights the importance of monitoring supply-side policies and the performance of quality real estate companies in first and second-tier cities [4][33]

Core Insights - The sales performance of the top 100 real estate companies in China for the first five months of 2025 shows a total sales amount of 1,443.64 billion yuan, representing a year-on-year decline of 10.8% [1] - The average sales amount for the top 10 companies is 70.75 billion yuan, down 9.5% year-on-year, while the top 51-100 companies saw a more significant decline of 15.6% [1] - Despite the overall decline, some companies experienced month-on-month sales growth in May, with a total sales amount of 294.58 billion yuan, reflecting a 3.5% increase from April [2] Group 1: Sales Performance - The top 100 real estate companies had a total sales amount of 1,443.64 billion yuan from January to May, down 10.8% year-on-year [1] - Among the top 10 companies, Poly Developments maintained the highest sales at 116.1 billion yuan, followed by Greentown China at 96.44 billion yuan [1][2] - In May, 22 companies reported a month-on-month sales increase greater than 30%, including Greentown China and China Overseas Land & Investment [2] Group 2: Market Dynamics - The real estate market is experiencing a mixed performance, with some projects in key cities achieving rapid sales, while others face a lack of interest [3][4] - The "daylight" phenomenon, where properties sell out on the first day of opening, is prevalent in Shanghai, indicating strong demand for well-located and high-quality properties [3] - The market is expected to maintain a loose policy environment in June, with increased promotional efforts from real estate companies [4] Group 3: Future Outlook - The market is anticipated to stabilize in the long term, but short-term disparities between different cities and projects are likely to continue [4] - Companies are encouraged to refine their strategies and focus on building high-quality properties to navigate the current market challenges [4]

Core Insights - The report indicates a significant increase in land acquisition by the top 50 real estate companies, with a monthly increase of 454.01 million square meters, representing a 30.85% month-on-month rise [1] - The leading companies in land investment from January to April include Greentown China, China Overseas Property, and others, with equity land acquisition amounts reaching 291.44 billion, 272.91 billion, and 269.68 billion yuan respectively [1] - The total value of newly acquired land from January to April shows that China Jinmao and Yuexiu Property led with 559.61 billion and 544.67 billion yuan respectively [3] Land Transaction Overview - During the report period, 360 residential land transactions occurred across first, second, and third-tier cities, with a total planned building area of 1,964.82 million square meters, marking a 7.22% increase month-on-month and a 4.22% increase year-on-year [5] - The total transaction price reached 1,291.5 billion yuan, reflecting a 20.62% month-on-month increase and a 31.7% year-on-year increase [5] - The average floor price was 6,579.75 yuan per square meter, with a month-on-month increase of 12.5% and a year-on-year increase of 26.37% [5] City-Level Land Transaction Data - In April 2025, first-tier cities saw a total of 44.1 million square meters of land transacted, with a total price of 179.9 billion yuan and an average floor price of 40,839 yuan per square meter [7] - Second-tier cities experienced a month-on-month decrease in transaction volume but a year-on-year increase in both transaction price and average floor price [7] - Third-tier cities showed a 20.8% month-on-month increase in transaction volume, with a 3.3% year-on-year increase [7] Competitive Landscape - The report highlights that non-core land parcels are often sold at base prices, while core parcels attract competitive bidding, primarily from local enterprises in second and third-tier cities [8] - In key cities, there were 36 residential land parcels available for bidding, with a starting price of 552.16 billion yuan and a total area of 147.76 million square meters, indicating a 48% increase in offered area compared to the previous period [10] - The competitive landscape for high-quality core land is characterized by joint bidding among leading developers [12]

Core Perspective - The article discusses the evolving concept of "good housing" in the real estate industry, emphasizing the need for developers to address customer pain points and meet unarticulated needs through innovative product design [2][3]. Group 1: Industry Trends - Since the implementation of the "good housing" national standard in 2025, major real estate companies like China Overseas Land & Investment, Poly Developments, and China Resources Land have introduced specific product lines that focus on enhancing living quality [2]. - Developers are increasingly prioritizing the resolution of common industry pain points, such as water leakage, noise, and insufficient storage space, as highlighted in the 2024 residential quality complaint report by the China Index Academy [4]. Group 2: Product Development - China Overseas Land & Investment has developed a "6633" living demand framework based on 33,000 customer cases, focusing on 101 high-frequency pain points related to housing quality [4]. - Specific solutions include advanced waterproofing techniques that reduce leakage rates by approximately 80% and noise control systems that decrease complaints by 87% [5]. Group 3: Customer-Centric Approach - Developers are urged to understand and translate the often unexpressed needs of buyers into tangible product designs, moving away from traditional development models that overlook customer demands [3][7]. - Poly Developments has introduced flexible housing layouts to accommodate changing family needs, such as movable partition walls for adaptable living spaces [6]. Group 4: Resource Integration - Companies like Longfor Group and Joy City Holdings are integrating internal and external resources to enhance product offerings and brand recognition, focusing on both visible and invisible aspects of housing [8]. - The collaboration between real estate firms and their parent companies or related industries is crucial for addressing common pain points and enhancing product quality [14]. Group 5: Competitive Advantage - The transition from traditional housing to "good housing" requires firms to leverage their unique resources and capabilities, with many relying on the support of their parent companies for technology and market insights [11][12]. - Companies are increasingly differentiating their products based on individual characteristics and market needs, moving away from homogeneity in housing projects [15].

Core Viewpoint - The report from Guolian Minsheng Securities highlights the importance of the current housing sales model in the real estate sector, predicting that various regions will gradually implement pilot policies and supporting measures for current housing sales, which can help stabilize housing prices and mitigate delivery risks [1] Group 1: Institutional Changes - The evolution of China's housing system has transitioned through three stages: "welfare housing - pre-sale of commercial housing - pilot current housing sales." The pre-sale system has effectively addressed housing shortages and financing challenges, supporting long-term rapid development of the real estate industry [1] - The shift in policy focus towards "ensuring delivery and preventing risks" has led to the gradual promotion of the current housing sales system, with 6 provinces and 32 cities already issuing relevant details since 2024 [1] Group 2: Current Status - Since 2021, the proportion of current housing sales in the total sales area of commercial residential properties has been on the rise, reaching 32.7% in Q1 2025, an increase of 22.5 percentage points from the low point in 2020 [3] - Several regions have introduced measures to support current housing sales, including financing support, tax reductions, and simplified approval processes, with expectations for further measures to encourage current housing sales [3] Group 3: Impact of Current Housing Sales - Current housing sales are expected to delay the conversion of land to housing, reducing new supply and stabilizing housing prices, particularly in lower-tier cities with longer inventory digestion periods [4] - The current housing sales model may lead to a decrease in land auction enthusiasm and a decline in land prices, prompting developers to consider thicker safety margins when acquiring land [4] - The model requires higher product quality, operational efficiency, and financing capabilities from developers, potentially accelerating industry consolidation [4]