广东恒益律师事务所 法律意见书 00000 ___________________________ 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发行过程 和认购对象合规性的 法律意见书 ___________________________ 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 ：020-83850222 1 广东恒益律师事务所 法律意见书 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发行过程 和认购对象合规性的 法律意见书 致：珠海华发实业股份有限公司 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："发行人"或"公司"）的委托，担任发行人本次向特定对象发行可转 换公司债券的特聘专项法律顾问。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》"）、《上 市公司证券发行注册管理办法》（以下简称"《注册管理办法》"）、《证券发行 与承销管理办法》（以 ...

Core Viewpoint - Huafa Co., Ltd. has experienced fluctuations in stock price and trading volume, with a notable decline in net profit despite a significant increase in revenue [2][3]. Stock Performance - As of October 14, Huafa's stock price increased by 2.09% to 5.38 CNY per share, with a trading volume of 70.8 million CNY and a market capitalization of 14.8 billion CNY [1]. - Year-to-date, the stock price has decreased by 4.54%, with a 1.82% drop over the last five trading days and a 1.28% drop over the last twenty days, while showing an 8.91% increase over the last sixty days [2]. Financial Performance - For the first half of 2025, Huafa reported a revenue of 38.2 billion CNY, representing a year-on-year growth of 53.76%. However, the net profit attributable to shareholders was 172 million CNY, reflecting a significant decline of 86.41% year-on-year [2]. Business Overview - Huafa Co., Ltd. is primarily engaged in real estate development, with 90.32% of its revenue coming from this sector, while other business segments contribute 7.23% and property services account for 2.45% [2]. - The company is classified under the real estate development sector, specifically in residential development, and is associated with concepts such as share buybacks and mid-cap stocks [2]. Shareholder Information - As of June 30, 2025, Huafa had 55,600 shareholders, an increase of 2.09% from the previous period, with an average of 49,518 circulating shares per shareholder, up by 4.84% [2]. - The company has distributed a total of 8.15 billion CNY in dividends since its A-share listing, with 2.14 billion CNY distributed over the past three years [3]. Institutional Holdings - As of June 30, 2025, the Southern CSI 500 ETF is the seventh largest circulating shareholder, holding 32.8 million shares, an increase of 4.47 million shares from the previous period. The Southern CSI Real Estate ETF is a new entrant among the top ten shareholders, holding 28.1 million shares [3].

截至 2025 年 10 月 11 日，公司已将上述用于临时补充流动资金的募集资金 13.3 亿元全部归还至募集资金专用账户，并已将上述募集资金归还情况及时通 知了公司的保荐机构及保荐代表人。 关于归还临时补充流动资金的闲置募集资金的公告 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。 2024 年 11 月 4 日，经公司第十届董事局第四十六次会议和第十届监事会第 二十五次会议审议通过，同意公司使用闲置募集资金 13.3 亿元临时补充流动资 金，用于公司主营业务相关的项目开发建设，使用期限自董事局审议批准该议案 之日起不超过 12 个月。具体内容详见公司于 2024 年 11 月 5 日在上海证券交易 所网站（www.sse.com.cn）及《上海证券报》《中国证券报》《证券时报》《证券 日报》披露的公告（公告编号：2024-064）。 股票代码：600325 股票简称：华发股份 公告编号：2025-084 珠海华发实业股份有限公司 二〇二五年十月十四日 特此公告。 珠海华发实业股份有限公司 董事局 ...

Investment Rating - The report maintains an "Overweight" rating for the real estate industry, indicating a positive outlook compared to the overall market performance [2][10]. Core Insights - The real estate sector continues to face a sluggish fundamental environment, with performance under pressure in the short term. However, there are signs of potential recovery in the future, albeit at a slow pace [4][2]. - The report anticipates that the performance of the real estate sector will remain under pressure in Q3 2025 due to declining sales and low profit margins, but a gradual recovery is expected in 2025-2026 [4][2]. - The government is emphasizing policies to stabilize the real estate market, including urban renewal initiatives and easing purchase restrictions in major cities [4][2]. Summary by Sections Performance Expectations - The report predicts that the performance of the real estate sector will continue to be challenged in Q3 2025, primarily due to a decline in sales since 2021 and low profit margins driven by previous price cuts [4][2]. - Sales data shows that the top 50 real estate companies experienced a cumulative sales area decline of 25% year-on-year in Q1-Q3 2025, with significant monthly declines in July to September [4][2]. Company Performance Forecast - The report categorizes major companies based on their expected net profit growth for Q1-Q3 2025: - Companies with growth >+15%: Binjiang Group - Companies with growth between 0% and +15%: China Merchants Jinling - Companies with growth between -15% and 0%: China Merchants Shekou - Companies with growth between -30% and -15%: Jianfa Co., New Town Holdings - Companies with growth <=-30%: Poly Developments, Huafa Group [7][4]. Investment Recommendations - The report recommends focusing on new opportunities in the real estate sector, particularly in "good housing" policies and the revaluation of commercial real estate. Specific companies are highlighted for investment: - Good housing companies: Jianfa International, Binjiang Group, China Resources Land, Greentown China, China Jinmao, Jianfa Co. - Commercial real estate and undervalued companies: New Town Holdings, Yuexiu Property, China Merchants Shekou, Longfor Group, China Overseas Development, Poly Developments, Huafa Group [4][2].

Investment Rating - The report maintains an "Overweight" rating for the real estate industry [4][6] Core Viewpoints - The report highlights that the current real estate policies are under pressure from the fundamental market conditions, suggesting that the policy response may exceed the measures taken in 2008 and 2014 [4] - Real estate is viewed as an early-cycle indicator, making it a key economic barometer [4] - The competitive landscape in the industry is improving, with leading state-owned enterprises and select mixed-ownership and private companies performing well in land acquisition and sales [4] - The report continues to favor investment in first-tier and select second- and third-tier cities, which have shown better performance during sales rebounds [4] - Supply-side policies, including land storage and management of idle land, are critical areas to monitor for future developments [4] Summary by Sections New Housing Transactions - In the week covering the National Day holiday, new housing transaction volume in 30 cities was 835,000 square meters, down 55.3% week-on-week and 53.4% year-on-year [11] - The decline in new housing transactions is attributed to a combination of last year's high base and the current market's sluggishness [11][12] - The report anticipates continued pressure on year-on-year data for the fourth quarter due to elevated bases from the previous year [11] Secondary Housing Transactions - In the same week, secondary housing transactions in 14 sample cities totaled 843,000 square meters, reflecting a 27.9% decrease week-on-week and a 47.9% decrease year-on-year [21] - Year-to-date, secondary housing transactions have reached 80.2 million square meters, showing a 16.1% increase compared to the previous year [21] Market Performance - The report notes that the Shenwan Real Estate Index decreased by 0.8%, underperforming the CSI 300 Index by 0.30 percentage points, ranking 23rd among 31 Shenwan primary industries [32] - The report identifies a total of 64 stocks that increased in value during the week, while 43 stocks decreased [32] Credit Bond Issuance - During the week, two credit bonds were issued by real estate companies, totaling 940 million yuan, a decrease of 11.28 billion yuan from the previous week [3]

Core Viewpoint - The company, Huafa Co., announced a share buyback plan, indicating a strategic move to enhance shareholder value and confidence in the company's future performance [2] Summary by Categories Company Actions - As of September 30, 2025, the company plans to repurchase a total of 52 million shares through the Shanghai Stock Exchange's centralized bidding system [2] - This repurchase represents 1.89% of the company's current total share capital [2]

Core Viewpoint - Huafa Co., Ltd. (600325.SH) announced that as of September 30, 2025, the company has repurchased a total of 52 million shares through the Shanghai Stock Exchange trading system, accounting for 1.89% of the company's current total share capital [1] Summary by Category - **Share Repurchase Details** - The company has conducted a share repurchase of 52 million shares [1] - This repurchase represents 1.89% of the total share capital [1]

关于股份回购进展公告 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： 证券代码：600325 证券简称：华发股份 公告编号：2025-083 珠海华发实业股份有限公司 因公司实施 2024 年度权益分派，本次回购股份价格上限自 2025 年 5 月 26 日 起，由不超过人民币 9.83 元/股（含）调整为不超过人民币 9.73 元/股（含）。具体 情况详见公司于 2025 年 5 月 20 日披露的《珠海华发实业股份有限公司关于 2024 年度权益分派实施后调整回购股份价格上限的公告》（公告编号：2025-050）。 因公司实施 2025 年半年度权益分派，本次回购股份价格上限自 2025 年 9 月 11 日起，由不超过人民币 9.73 元/股（含）调整为不超过人民币 9.71 元/股（含）。 具体情况详见公司于2025年9月5日披露的《珠海华发实业股份有限公司关于2025 年半年度权益分派实施后调整回购股份价格上限的公告》（公告编号：2025-079）。 二、回购股份的进展情况 截至 2025 年 9 月 ...

Investment Rating - The report maintains a "Recommended" rating for the real estate sector, indicating an expected increase in the industry index exceeding the benchmark index by more than 5% in the next 3-6 months [32]. Core Insights - The alpha of real estate stocks depends on the precision of land acquisition, with the current macroeconomic environment not supporting a general rise in housing prices, making it challenging for companies to ensure project profitability [6][7]. - The value of real estate stocks is derived from the discounted future residual earnings, which are based on the profitability of each project, ultimately reflecting on ROE and valuation [6][7]. - The report highlights that the market for new homes is contracting, and the effective market area for new homes is shrinking, complicating the identification of valuable land parcels [7][24]. - The report suggests that future sector opportunities will primarily arise from improved land acquisition comfort for real estate companies, transitioning from a contracting to an expanding market [24]. Summary by Sections Industry Basic Data - The real estate sector comprises 107 listed companies with a total market capitalization of 1,233.623 billion and a circulating market value of 1,183.334 billion [2]. Relative Index Performance - The absolute performance over 1 month, 6 months, and 12 months is 7.6%, 16.6%, and 3.4% respectively, while the relative performance is 4.4%, -1.9%, and -12.1% [3]. Project Profitability and Market Dynamics - The profitability of real estate companies is increasingly dependent on project-level earnings, with past profits driven by rising property prices and a focus on debt leverage [6][7]. - The report notes that the supply of quality land has increased, leading to heightened competition among projects, and some older projects may face challenges in sales due to new building regulations [7][24]. Investment Recommendations - The report recommends focusing on companies that have demonstrated precise land acquisition over the past three years, such as Greentown China, China Resources Land, and Jianfa International Group, while also monitoring companies like China Overseas Grand Oceans and China Jinmao for improvements in land acquisition in the latter half of 2024 [24].

Core Viewpoint - The stock of Huafa Co., Ltd. (600325) has experienced a significant decline, with a closing price of 5.34 yuan on October 9, 2025, down 5.65% from the previous day, amid notable net outflows of funds and a substantial drop in net profit for the first half of 2025 [1][3]. Trading Information Summary - On October 9, 2025, Huafa Co., Ltd. closed at 5.34 yuan, reflecting a 5.65% decrease, with a total transaction volume of 1.22 billion yuan [1][3]. - Over the past ten trading days, the main funds have seen a cumulative net outflow of 1.31 billion yuan, with the stock price down 4.76% during this period [1][3]. - The financing balance has decreased by approximately 92.16 million yuan, and the short-selling volume has reduced by 403,200 shares [1]. Fund Flow Summary - On October 9, 2025, the main funds experienced a net outflow of 6.654 million yuan, accounting for 1.01% of the total transaction volume [2]. - Retail investors contributed a net inflow of 5.713 million yuan, representing 0.87% of the total transaction volume [2]. Institutional Research Summary - Huafa Ice and Snow World began trial operations on September 29, 2025, implementing strict visitor limits to ensure quality experiences, with dynamic adjustments based on operational conditions [3][4]. - The company has repurchased a total of 27.82 million shares, costing approximately 142 million yuan, and the buyback plan is ongoing [3][4]. - For the first half of 2025, the company reported revenue of 38.2 billion yuan, a year-on-year increase of 53.46%, but the net profit attributable to shareholders fell by 86.41% due to declining gross margins on real estate project transfers and a provision for asset impairment of 1.436 billion yuan [3][4]. - The issuance of convertible bonds was initiated on September 17, 2025, following prior approval from the regulatory authority, with plans for valuation enhancement and mid-term dividends to boost investor confidence [3][4].