广东恒益律师事务所 关于珠海华发实业股份有限公司 2025 年第六次临时股东会的法律意见书 粤恒益法字 2025 第 202 号 致:珠海华发实业股份有限公司 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》")和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》")等相关法律、法规和其他规 范性文件要求,广东恒益律师事务所(以下简称:"本所")接受珠海华发实业股 份有限公司(以下简称:"公司")的委托,指派本所律师通过现场会议方式对公 司 2025年第六次临时股东会(以下简称:"本次股东会")进行见证,对本次股 东会的召集与召开程序,出席会议人员资格、表决程序等重要事项出具法律意见。 律师声明事项: 1、本法律意见书是经办律师根据出席本次股东会所掌握的法律事实及公司 提供的有关资料发表法律意见。 2、公司已向本所保证,其已提供为出具本法律意见书所需要的资料,并保 证该等资料真实、准确、完整。 4、经办律师同意将本法律意见书作为公司信息披露所必须的法定文件,随 公司本次股东会的决议一起报送上海证券交易所,亦同意将本法律意见书随 ...

证券代码：600325 证券简称：华发股份 公告编号：2025-076 珠海华发实业股份有限公司 2025年第六次临时股东会决议公告 本公司董事局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)股东会召开的时间：2025 年 9 月 1 日 (二)股东会召开的地点：广东省珠海市昌盛路 155 号公司 9 楼会议室 (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 | 586 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 937,947,180 | | 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 | 34.40 | | 份总数的比例（%） | | 注：截至本次股东会股权登记日 2025 年 8 月 26 日，公司总股本为 2,752,152,116 股, 由于公司存在股份回购计划，公司回购专用证券账户股份不享有本次会议表决权的情况，无 表决权股份总数为 25, ...

Summary of Real Estate Market Conference Call Industry Overview - The real estate market remains at a low level, with a year-on-year decline exceeding 30% [1][3] - Significant differentiation among companies, with only one-third of real estate firms achieving month-on-month growth [2][5] - The top ten firms, including China Overseas, Greentown, China Merchants, and Huafa, showed notable growth rates of 20% to 30% [2][1] Key Market Trends - Supply in first-tier cities has significantly decreased, with Beijing, Shanghai, and Shenzhen experiencing substantial declines [1][3] - Beijing's new supply was only 130,000 square meters, down over 30% month-on-month and nearly 70% year-on-year [3] - Shanghai's new supply was 310,000 square meters, with overall land market activity remaining sluggish [3] - Guangzhou's new home market remained relatively stable, benefiting from new regulations that accounted for 62% of new supply [12][1] - Shenzhen's transaction volume dropped significantly, with a month-on-month decline of 32% and a year-on-year decline of 50% [11][1] Sales Performance - In August, real estate sales continued to decline, with a month-on-month drop of 1.9% and a year-on-year drop of 17.6% [2] - Cumulatively, from January to August, the sales of the top 100 real estate firms fell by 13.1% [2] - The transaction volume in 30 key cities decreased by 12% month-on-month and 17% year-on-year in August [5][1] Policy Impact - The cancellation of purchase restrictions in Beijing on August 8 had limited effects, with transaction volumes remaining stable despite a 16% increase in visitor numbers [9][1] - New policies in Shanghai introduced on August 25 did not significantly stimulate the market, with only slight improvements in certain segments [10][1] - The overall market is still waiting for a significant policy breakthrough as current data shows no signs of recovery [21][1] Future Expectations - There is an expectation of a 30% to 50% increase in new supply in September, driven by development cycles [19][1] - The stability of core cities and new product regulations may provide some assurance for the market, but overall caution is advised [6][1] Inventory and Market Dynamics - The inventory situation varies, with some cities like Changsha and Wuhan showing high turnover rates due to unique project designs [25][1] - The overall inventory in Wuhan is approximately 15 million square meters with a 21-month turnover cycle, while Changsha has about 5 million square meters with an 18-month cycle [30][1] Conclusion - The real estate market is characterized by significant challenges, including declining sales, reduced supply, and limited policy effectiveness. However, certain firms and cities are showing resilience, indicating potential areas for investment and recovery in the future.

Core Viewpoint - The sales performance of the top 100 real estate companies in China for the first eight months of 2025 shows a significant decline, with total sales amounting to 23,270.5 billion yuan, a year-on-year decrease of 13.3% [3][5]. Group 1: Sales Performance - The total sales of the top 100 real estate companies from January to August 2025 reached 23,270.5 billion yuan, with a year-on-year decline of 13.3% [3]. - The equity sales amount for the top 100 companies was 16,275.2 billion yuan, with an equity sales area of 83.828 million square meters [3]. - The top five companies by sales in the first eight months were Poly Development (181.2 billion yuan), Greentown China (156.3 billion yuan), China Overseas Property (150.3 billion yuan), China Resources Land (142.5 billion yuan), and China Merchants Shekou (124.05 billion yuan) [3][4]. Group 2: Market Dynamics - August is typically a slow sales month for the real estate market, with a reported 30% decrease in supply and a 12% month-on-month decline in transaction volume across 30 monitored cities [4][5]. - In August, the top 100 real estate companies achieved sales of 207.04 billion yuan, reflecting a month-on-month decrease of 1.9% and a year-on-year decrease of 17.6% [5]. - Despite the overall decline, 33% of the top 100 companies reported month-on-month sales growth in August, with 21 companies experiencing growth exceeding 30% [5]. Group 3: Future Outlook - The industry anticipates a potential recovery in September, driven by policy adjustments such as "recognizing houses but not loans" and lowering down payment ratios in major cities [6]. - The traditional peak sales season in September is expected to boost new home transaction volumes, with a gradual recovery in market confidence [6].

Investment Rating - The report maintains an "Overweight" rating for the real estate industry [4][6] Core Insights - The adjustment of housing policies in Shanghai is expected to help reduce inventory and boost demand for improved housing [11] - The real estate sector is viewed as an early economic indicator, making it a key focus for investment [4] - The competitive landscape in the industry is improving, with leading state-owned enterprises and select private firms expected to benefit more in the future [4] - The report emphasizes a focus on first-tier and select second- and third-tier cities for investment opportunities [4] Summary by Sections New Housing Market - In the past week, new housing transaction area in 30 cities was 181.0 million square meters, a month-on-month increase of 14.3% but a year-on-year decrease of 5.9% [23] - First-tier cities saw a new housing transaction area of 43.4 million square meters, up 11.1% month-on-month but down 21.1% year-on-year [23] - Second-tier cities recorded 92.5 million square meters, with a month-on-month increase of 2.2% and a year-on-year increase of 10.2% [23] - Third-tier cities experienced a significant month-on-month increase of 56.7%, but a year-on-year decrease of 15.4% [23] Second-Hand Housing Market - The total transaction area for second-hand housing in 14 sample cities was 186.3 million square meters, down 3.3% month-on-month but up 12.2% year-on-year [32] - First-tier cities had a transaction area of 78.3 million square meters, with a slight month-on-month increase of 1.2% [32] - Year-to-date, the cumulative transaction area for second-hand housing reached 70.55 million square meters, reflecting a year-on-year growth of 16.6% [32] Credit Bond Market - A total of 11 credit bonds were issued by real estate companies this week, with a total issuance of 6.145 billion yuan, a decrease of 9.137 billion yuan from the previous week [42] - The net financing amount was -4.283 billion yuan, indicating a significant reduction in financing activity [42] - The majority of bonds issued were rated AAA, with a significant portion having maturities of over five years [42]

Core Viewpoints - The Shenzhen real estate market is showing signs of recovery, with both new and second-hand housing transactions performing well, driven by self-occupancy demand [5] - Shanghai's policy adjustments are more extensive than Beijing's, with measures such as relaxed purchase restrictions and tax incentives aimed at boosting market activity [7][8] - The land transaction market is experiencing low activity, with significant fluctuations in supply and demand, as evidenced by the recent data showing a 61% increase in land supply but a 6% decrease in transaction volume [11] Policy Insights - Central government policies are providing significant tax relief for new investments, allowing eligible companies to claim a 60% refund on retained VAT, which enhances the industry's resilience [12] - The recent land auction in Beijing's Shunyi District saw a low-density residential plot sold at a base price of 1.03 billion yuan, indicating cautious bidding behavior in the current market [9] Company Performance - Greentown China reported a nearly 90% decline in net profit, with contract sales of 12.22 billion yuan and a sales area of 5.35 million square meters, reflecting a year-on-year decrease of 3.4% and 9.5% respectively [15] - Poly Developments maintained its position as the industry leader with total sales of 145.17 billion yuan, despite a year-on-year decrease of 16.25% in sales volume [16] - Binjiang Group is focusing on the Hangzhou market with a stable annual sales target of 100 billion yuan while managing to reduce debt levels [17] Industry Trends - Leading real estate companies are innovating by collaborating with major brands to enhance community engagement and property value through creative design strategies [21] - The concept of full-window designs is emerging as a competitive differentiator in residential products, offering nearly 10% additional usable space [23]

Core Viewpoint - The company has demonstrated resilient sales growth and stable profitability amidst a challenging market environment, maintaining a solid debt structure and consistent shareholder returns through dividends [1][3][19]. Sales Performance - In the first half of 2025, the company achieved a signed sales amount of 502.2 billion yuan, representing a year-on-year increase of 11.1%, despite an overall industry decline [2][6]. - The company ranked 8th in the industry for operational sales amount and 11th for total sales, indicating a strong market position [2][6]. - Notable project performances include sales of 15.37 billion yuan and 10.99 billion yuan for two projects in Nanjing, and 40.77 billion yuan for a project in Shanghai, which led in multiple sales metrics [8][10]. Profitability and Financial Health - Total operating revenue for the first half of 2025 reached 381.99 billion yuan, a 53.76% increase year-on-year, with a gross profit margin of 14.16% [3][13]. - The company reported a net profit of 7.59 billion yuan, with a net profit margin of 1.99%, reflecting challenges in the broader real estate sector [15]. - A cash dividend of 0.02 yuan per share was proposed, maintaining a dividend payout ratio of 31.74% [18]. Debt Structure - As of mid-2025, the company had total interest-bearing liabilities of 1,427 billion yuan, with long-term debt constituting 84.7% of this total [19]. - The net debt ratio stood at 94.3%, and the asset-liability ratio, excluding pre-receivables, was 63%, indicating a stable debt structure [19]. Strategic Development - The company is actively responding to national industrial policies while enhancing its core real estate business and diversifying into commercial and property management sectors [22][23]. - In the first half of 2025, rental income reached 4 billion yuan, an increase of 8.75%, with significant growth in commercial space and customer traffic [23].

Investment Rating - The report maintains a "Buy" rating for the company [5][6][11] Core Views - The company plans to issue convertible bonds for financing, with a total amount not exceeding 4.8 billion yuan, and the financing cost continues to decline [5] - Despite a challenging market environment, the company's sales scale has shown a counter-cyclical growth, achieving a sales amount of 50.2 billion yuan in the first half of 2025, representing an 11% year-on-year increase [5] - The company has a solid asset quality, with a current price-to-book ratio (PB) of only 0.75, indicating that the valuation remains low compared to peers [5] Financial Data and Profit Forecast - Total revenue for 2025 is estimated at 61.672 billion yuan, with a year-on-year growth rate of 2.8% [4] - The net profit attributable to the parent company is projected to be 753 million yuan for 2025, reflecting a year-on-year decline of 20.8% [4] - The company's gross profit margin is expected to be 13.8% in 2025, slightly down from 14.2% in the first half of 2025 [4] Company Overview - As of June 30, 2025, the company has a net asset value per share of 7.02 yuan and a debt-to-asset ratio of 69.91% [5] - The company has a total share capital of 2,752 million shares, all of which are A-shares [5] - The company has a significant pre-sale amount of 74.54 billion yuan, although this represents a 22.7% year-on-year decrease [5]

Market Overview - The Shanghai Composite Index fell by 1.76% on August 27, with only one industry, telecommunications, showing an increase of 1.66%. The real estate and beauty care sectors experienced significant declines of 3.51% and 3.86%, respectively [1] Capital Flow Analysis - The main capital flow in the two markets showed a net outflow of 129.75 billion yuan, with all industries under Shenwan experiencing net outflows. The computer industry had the largest net outflow of 16.31 billion yuan, followed by the pharmaceutical and biological sector with a net outflow of 12.32 billion yuan [1] Real Estate Sector Performance - The real estate sector saw a decline of 3.51%, with a total net outflow of 2.696 billion yuan. Out of 100 stocks in this sector, only 4 rose, and 1 hit the daily limit, while 96 fell, with 2 hitting the daily limit down [2] - Among the stocks with net inflows, the top performer was China New Group, with a net inflow of 78.12 million yuan, followed by Huafa Group and Wanye Enterprises with net inflows of 31.61 million yuan and 21.28 million yuan, respectively [2] - The stocks with the largest net outflows included Wantong Development, Poly Development, and Zhangjiang Hi-Tech, with net outflows of 522.48 million yuan, 241.02 million yuan, and 220.43 million yuan, respectively [3]

Group 1 - The core viewpoint of the document is the announcement of Zhuhai Huafa Industrial Co., Ltd.'s profit distribution plan for the first half of 2025, emphasizing the company's commitment to stable and predictable dividends in line with regulatory guidance [1][2] - The company proposes to distribute a cash dividend of 0.20 yuan (including tax) for every 10 shares held, based on the total share capital as of the dividend record date, excluding shares in the company's repurchase account [1] - This proposal aligns with the Chinese government's policy to enhance dividend stability and encourages companies to distribute dividends multiple times a year [1]