Core Viewpoint - The company, Zhuhai Huafa Industrial Co., Ltd., is in the process of issuing convertible bonds to specific investors, pending approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [1][2]. Group 1: Company Actions - The company received an inquiry letter from the Shanghai Stock Exchange regarding its application for issuing convertible bonds on February 11, 2025 [1]. - Following the receipt of the inquiry letter, the company, along with relevant intermediaries, conducted a thorough review and updated the financial data in the application documents [2]. - The issuance of convertible bonds is subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission, with uncertainties regarding the approval timeline [2].

证券代码：600325 股票简称：华发股份 关于珠海华发实业股份有限公司 向特定对象发行可转换公司债券申请文件的 审核问询函的回复 联合保荐人（主承销商） 二〇二五年三月 关于珠海华发实业股份有限公司 向特定对象发行可转换公司债券申请文件的审核问询函的回复 上海证券交易所： 贵所于 2025 年 2 月 11 日出具的《关于珠海华发实业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）〔2025〕 29 号）已收悉。 珠海华发实业股份有限公司（以下简称"华发股份"、"公司"或"发行人"） 会同国金证券股份有限公司（以下简称"国金证券"或"保荐机构"）、华金证 券股份有限公司（以下简称"华金证券"或"保荐机构"）、广东恒益律师事务 所（以下简称"发行人律师"）、中审众环会计师事务所（特殊普通合伙）（以 下简称"申报会计师"）等有关中介机构就审核问询函所提问题逐项进行了认真 核查及落实，并就审核问询函进行逐项回复，具体内容如下，请贵所予以审核。 如无特别说明，本审核问询函回复中词语的释义与《国金证券股份有限公司、 华金证券股份有限公司关于珠海华发实业股份有限公司向特定对象发行可转 ...

中审众环会计师事务所（特殊普通合伙） 关于珠海华发实业股份有限公司 申请向特定对象发行可转换公司债券 审核问询相关问题的回复 专项核查报告 众环专字(2025)0500203号 目 录 起始页码 专项核查报告 1 中审众环会计师事务所（特殊普通合伙） 关于珠海华发实业股份有限公司申请向特定对象 发行可转换公司债券审核问询相关问题的回复 专项核查报告 众环专字(2025)0500203 号 上海证券交易所： 我们于 2025 年 2 月 11 日收到珠海华发实业股份有限公司（以下简称"华发 股份"、"公司"或"发行人"）转来的上海证券交易所下发的《关于珠海华发实业 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）﹝2025﹞29 号）（以下简称"《问询函》"），我们结合已执行的 审计工作，针对问询函中要求会计师发表意见的问题并结合 2024 年年度报告情 况进行了审慎核查，现整理回复如下： 在本回复中，若合计数与各分项数值相加之和在尾数上存在差异，均为四舍 五入所致，同时，文中各类字体释义如下： | 字体 | 释义 | | --- | --- | | 黑体加粗 | 问询函中的 ...

广东恒益律师事务所 关于珠海华发实业股份有限公司 向特定对象发行可转换公司债券的 补充法律意见书（一） 广 东恒益律 师事务所 广 州市珠江 新城珠江 东路 6 号 广州周大 福金融中 心 34 楼 电 话： 020-39829000 传 真： 020-83150222 ___________________________ ___________________________ | 释 义 3 | | --- | | 第一部分 审核问询回复 7 | | 一、问题 1 关于募投项目 7 | | 二、问题 5 关于其他 27 | | 第二部分 对原《律师工作报告》《法律意见书》的更新 60 | | 一、本次发行的批准和授权 60 | | 二、本次发行的主体资格 60 | | 三、本次发行的实质条件 60 | | 四、发行人的独立性 60 | | 五、发行人的发起人、主要股东（实际控制人） 60 | | 六、发行人的股本及其演变 61 | | 七、发行人的业务 62 | | 八、关联交易及同业竞争 63 | | 九、发行人的主要财产 84 | | 十、发行人的重大债权债务 85 | | 十一、发行人的重大资产变化 ...

珠海华发实业股份有限公司（以下简称"公司"）于 2025 年 2 月 11 日收到 上海证券交易所（以下简称"上交所"）出具的《关于珠海华发实业股份有限公 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） 〔2025〕29 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。 珠海华发实业股份有限公司 关于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。 股票代码：600325 股票简称：华发股份 公告编号：2025-030 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，根据相关要求对《问询函》回复进行披露。鉴于公司 2024 年年度报告已披露，公司会同相关中介机构对《珠海华发实业股份有限公司向特 定对象发行可转换公司债券募集说明书》等申请文件中涉及的财务数据等进行了 同步更新。详见公司同日披露的《关 ...

Core Viewpoint - Huafa Co., Ltd. has accelerated its green transformation and improved its governance capabilities, as highlighted in its second ESG report, which integrates social responsibility and sustainable development [1][2]. Group 1: ESG Highlights - The company has established a three-tier ESG management system, with independent directors accounting for 36% of the board. It held 15 board meetings and 8 audit committee meetings throughout the year [1]. - The company has implemented anti-corruption training for all employees and has an effective whistleblower handling mechanism [1]. - Huafa has completed 16 projects that meet green building standards, with a renewable energy utilization rate of 32.5% in the Shanghai Gumei Yuehua project. The proportion of prefabricated buildings has increased to 34%, saving 36,900 tons of standard coal [1]. - Employee training investment reached 8.52 million yuan, and over 100 middle managers were trained through campus recruitment programs [1]. - The company donated 34.35 million yuan externally and has been involved in the Chinese white dolphin protection project for six years, engaging over 10,000 participants in ecological public welfare activities [1]. Group 2: ESG Shortcomings - The climate risk assessment has not been fully integrated into the decision-making system, and specific data on supply chain carbon management has not been disclosed [1]. - Key indicators such as the proportion of green suppliers are missing, and there is a lack of quantitative goals for biodiversity impact assessments during construction [1]. - Key data on Scope 3 carbon emissions and water resource consumption intensity have not been fully presented [1][2]. Group 3: Overall Evaluation - Huafa Co., Ltd. demonstrates strong execution in ESG management, particularly in establishing technical standards in green buildings and smart homes, earning recognition as one of the "Top 50 ESG Pioneers in the Greater Bay Area" [2]. - However, the application of climate risk management frameworks is insufficient, and biodiversity protection remains project-based [2]. - Recommendations include strengthening ESG controls in the supply chain, establishing scientific carbon targets, and incorporating ecological indicators into project KPI systems [2].

Investment Rating - The report assigns an "Accumulate" rating for Huafa Co., Ltd. (600325) [1][10] Core Views - The company's short-term performance is under pressure, but its financing channels remain open [1][8] - In 2024, the company reported a revenue of 599.9 billion yuan, a year-on-year decline of 16.8%, and a net profit attributable to shareholders of 9.5 billion yuan, down 48.2% year-on-year [3][4] Summary by Sections Financial Performance - The company's gross margin decreased to 14.32% in 2024, down 3.82 percentage points from 2023 [4] - The company recorded a total sales volume of 1,054.44 billion yuan, a decrease of 16.3% year-on-year, maintaining a sales scale above 100 billion yuan for five consecutive years [5] - The company’s net profit for 2024 was significantly impacted by a 19.67 billion yuan increase in impairment provisions, which was 3.24 billion yuan more than the previous year [4] Market Position - The company focuses on key cities and has successfully acquired six quality projects in major cities like Shanghai, Guangzhou, Chengdu, and Xi'an in 2024 [6] - The company’s land reserve at the end of 2024 was 3.7683 million square meters, with a construction area of 8.3563 million square meters, a year-on-year decrease of 29.7% [6] Financing and Cost Management - In 2024, the company expanded its financing channels, successfully securing 2.125 billion yuan through a Pre-reits initiative and planning to issue 5.5 billion yuan in convertible bonds [7] - The comprehensive financing cost was 5.22%, a decrease of 0.26 percentage points compared to 2023, indicating a continued downward trend [7] Future Projections - The report forecasts net profits for 2025, 2026, and 2027 to be 15.57 billion yuan, 16.27 billion yuan, and 13.31 billion yuan respectively, with corresponding P/E ratios of 10.09X, 9.66X, and 11.80X [8][10]

Investment Rating - The report assigns an "Accumulate" rating to the company, indicating a positive outlook for the stock over the next six months [10][15][16] Core Views - The company's 2024 annual report shows a significant decline in performance, with revenue dropping by 16.8% year-on-year to CNY 599.9 billion and net profit decreasing by 48.2% to CNY 9.5 billion [3][4] - The decline in revenue is attributed to a decrease in the scale of real estate project completions and a reduction in gross margin, which fell by 3.82 percentage points to 14.32% in 2024 [4][5] - Despite the short-term performance pressure, the company maintains a sales scale exceeding CNY 1 trillion for five consecutive years, with total sales of CNY 1,054.44 billion in 2024 [5][6] - The company has successfully expanded its financing channels, achieving a financing cost of 5.22%, down 0.26 percentage points from 2023, and plans to issue CNY 55 billion in convertible bonds [7][8] Summary by Sections Financial Performance - In 2024, the company reported a revenue of CNY 599.9 billion, a decrease of 16.8% from the previous year, and a net profit of CNY 9.5 billion, down 48.2% [3][4] - The gross margin for 2024 was 14.32%, reflecting a decline of 3.82 percentage points compared to 2023 [4] - The company’s total sales for 2024 were CNY 1,054.44 billion, a decline of 16.3% year-on-year, but it has maintained a sales scale above CNY 1 trillion for five years [5] Project Development - The company focuses on acquiring quality projects in first-tier and strong second-tier cities, securing six projects in major cities like Shanghai and Guangzhou in 2024 [6] - As of the end of 2024, the company has a land reserve of 3.7683 million square meters for development and 8.3563 million square meters under construction, a decrease of 29.7% year-on-year [6] Financing and Cost Management - The company has broadened its financing channels, successfully launching a CNY 21.25 billion Pre-reits and planning to issue CNY 55 billion in targeted convertible bonds [7] - The comprehensive financing cost was 5.22%, continuing a downward trend from the previous year [7][8] Future Profitability Forecast - The company is expected to see net profits of CNY 1.557 billion, CNY 1.627 billion, and CNY 1.331 billion for 2025, 2026, and 2027, respectively, with corresponding PE ratios of 10.09X, 9.66X, and 11.80X [8][10]

Investment Rating - The investment rating for the company is "Buy" with a current price of 5.69 CNY and a fair value of 6.88 CNY [3]. Core Views - The company has faced continuous pressure on its performance, with a significant decline in revenue and profit margins. However, it has managed to maintain a stable dividend payout ratio [7][13]. - The company achieved a sales amount of 105.4 billion CNY in 2024, ranking tenth in the industry, indicating a strong market position despite overall market challenges [7][34]. - The company has a stable debt level and has optimized its financing costs, which supports its liquidity and operational capabilities [7][20]. Summary by Sections Performance Analysis - In 2024, the company reported total revenue of 599.9 billion CNY, a decrease of 16.8% year-on-year. The net profit attributable to shareholders was 9.5 billion CNY, down 48.2% year-on-year [7][13]. - The company plans to distribute a dividend of 2.9 billion CNY, maintaining a payout ratio consistent with previous years [7][13]. - The overall gross margin declined to 14.3%, down 3.8 percentage points from the previous year, primarily due to lower project margins from past acquisitions [7][25]. Sales Analysis - The company achieved a sales amount of 1054 billion CNY in 2024, a decrease of 16.3% year-on-year, but it improved its ranking in the industry to tenth place [7][34]. - The sales area was 3.7 million square meters, with an average selling price of 28,529 CNY per square meter, reflecting a decrease in both area sold and price [34][35]. Land Acquisition and Construction Analysis - The total land acquisition cost was 9.41 billion CNY, with a focus on high-margin projects in first and second-tier cities [7][34]. - The company completed 4.88 million square meters of construction in 2024, a decrease of 5.2% year-on-year [7][21]. Financial Stability - As of the end of 2024, the company had total interest-bearing liabilities of 141.6 billion CNY, a slight decrease of 2% year-on-year, with a financing cost reduced to 5.22% [7][20]. - The company has a pre-sale fund of 87.4 billion CNY, which covers approximately 1.6 years of revenue, providing a buffer for future performance [20][21]. Profitability Forecast and Investment Recommendations - The company is expected to recover with projected net profits of 11.8 billion CNY and 13.2 billion CNY for 2025 and 2026, respectively, indicating a potential for profit recovery [7][8]. - The fair value estimate of 6.88 CNY per share corresponds to a 16x price-to-earnings ratio for 2025, supporting the "Buy" rating [7][8].

Investment Rating - The report maintains a "Buy" rating for the company, with a market price of RMB 5.71 and a sector rating of outperforming the market [1]. Core Insights - The company reported a total revenue of RMB 599.9 billion for 2024, a decrease of 16.8% year-on-year, and a net profit attributable to shareholders of RMB 9.5 billion, down 48.2% year-on-year. The company plans to distribute a cash dividend of RMB 1.04 per 10 shares, resulting in a payout ratio of 30% [4][8]. - Despite the revenue decline, the company has a robust backlog of resources to be settled, ensuring a high degree of future earnings security. The pre-sold funds amounted to RMB 874 billion, with a pre-sold funds to revenue ratio of 1.46X, indicating a solid performance in future revenue generation [4][10][15]. Summary by Sections Financial Performance - The company’s revenue for 2024 was RMB 599.9 billion, down 16.8% from the previous year. The net profit attributable to shareholders was RMB 9.5 billion, reflecting a 48.2% decline [4][14]. - The gross profit margin for 2024 was 14.3%, a decrease of 3.8 percentage points year-on-year. The net profit margin and net profit attributable to shareholders' margin were 2.3% and 1.6%, respectively, both down from the previous year [12][14]. Sales and Market Position - The company achieved a sales amount of RMB 1,054 billion in 2024, a decrease of 16.3% year-on-year, and entered the top 10 in industry sales rankings for the first time [7][32]. - The average selling price was RMB 28,500 per square meter, down 9.7% year-on-year, with a total sales area of 3.7 million square meters, a decline of 7.4% [32][34]. Investment and Future Outlook - The company is focusing on key cities for land acquisition, with a total land reserve of 3.77 million square meters, down 13.2% year-on-year. The land acquisition amount for 2024 was RMB 9.5 billion, a significant decrease of 76.8% [7][34]. - The company expects revenues for 2025, 2026, and 2027 to be RMB 559 billion, RMB 544 billion, and RMB 519 billion, respectively, with corresponding net profits of RMB 7.7 billion, RMB 6.9 billion, and RMB 6.4 billion [5][6]. Debt and Financing - As of the end of 2024, the company had interest-bearing liabilities of RMB 1,254 billion, a decrease of 2.6% year-on-year, with a net debt ratio of 73.8%, up 11.2 percentage points [7][23]. - The average financing cost was 5.22%, down 0.26 percentage points year-on-year, indicating improved financial health [7][30].