Core Viewpoint - The company, Huafa Group, announced the acquisition of seven commercial land parcels in the Qianhai Ice and Snow World project by the Shenzhen government for a total of 4.405 billion RMB, aiming to revitalize stagnant assets and mitigate liquidity risks [2][8]. Group 1: Project Overview - The Qianhai Ice and Snow World project is located in the Bao'an Airport New City Comprehensive Area of Shenzhen and features a large indoor ski resort, deep diving base, office complexes, hotels, and various commercial spaces [4][15]. - The project encompasses a total area of approximately 430,000 square meters, with a planned gross floor area of about 1.3107 million square meters [15]. Group 2: Financial Implications - The transaction is expected to result in a loss exceeding 50% of the company's audited net profit for 2024, which was reported at 951 million RMB, down 48.2% year-on-year [8]. - The company reported a revenue of 59.99 billion RMB for 2024, a decrease of 16.8% compared to the previous year [8]. Group 3: Government's Role and Market Context - The government’s decision to reclaim the land is seen as a necessary measure to maintain the value of state-owned assets, especially in light of difficulties in developing commercial and office projects [6]. - The project has faced challenges in construction, with some structures incomplete and the area exhibiting signs of stagnation [10][11].

Core Points - The company held its 58th meeting of the 10th Board of Directors on July 28, 2025, via telecommunication, in compliance with the Company Law and its Articles of Association [1][2] - The Board approved several key resolutions, including the revitalization of the Shenzhen Qianhai Ice and Snow World project through government land storage [1][2] - The Board also approved the cancellation of the Supervisory Board and the revision of the company's Articles of Association, which will be presented to the shareholders' meeting for approval [2][4] - Additional management system revisions were approved, including updates to external guarantee systems and compensation management for directors and senior management, also to be presented to the shareholders' meeting [2][4] - The Board resolved to convene the fifth extraordinary shareholders' meeting of 2025 [4]

Core Points - Zhuhai Huafa Industrial Co., Ltd. has decided to cancel its supervisory board and amend its articles of association to enhance corporate governance and compliance with the latest Company Law and regulatory guidelines [1][2][3] - The supervisory functions will be transferred to the audit committee, which will assume the responsibilities previously held by the supervisory board [1][2] - The amendments include changes to the articles of association, shareholder meeting rules, and the abolition of the supervisory meeting rules [1][2] Summary of Amendments - The articles of association now include provisions to protect the rights of the company, shareholders, employees, and creditors [2] - The legal representative of the company will be the chairman of the board, and the company must appoint a new legal representative within 30 days if the chairman resigns [2] - The company will bear civil liability for actions taken by the legal representative in the course of their duties [2][3] - The company’s assets are divided into equal shares, and shareholders are liable only to the extent of their shareholdings [3] - The company will establish a party organization to play a leading role and ensure compliance with the Party's regulations [4][5] - The articles of association will now have legal binding force on the company, shareholders, directors, and senior management [5][6] - The issuance of shares will adhere to principles of fairness and equality, ensuring that all shares of the same category have equal rights [6][7] - The company’s stock will be registered and managed by the Shanghai branch of the China Securities Depository and Clearing Corporation [6][7] - The company will not provide financial assistance for acquiring its shares, except for employee stock ownership plans [6][7] - The company can increase its capital through various methods, including public offerings and private placements, as approved by the shareholders [7][8]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors, and to regulate its organization and behavior according to the Party Constitution and the Company Law [1][2] - The company was established as a joint-stock limited company in accordance with the relevant regulations and has undergone necessary registrations and approvals [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 60 million shares on February 2, 2004, and was listed on the Shanghai Stock Exchange on February 25, 2004 [1][3] Company Capital and Structure - The registered capital of the company is RMB 2.752 billion [2] - The company is a permanent joint-stock limited company, and the chairman of the board serves as the legal representative [2][3] - The company has a total of 2,752,152,116 shares issued, all of which are ordinary shares [6][7] Business Objectives and Scope - The company's business objective is to explore a socialist business model with Chinese characteristics, leveraging its advantages to develop and expand production [3][4] - The approved business scope includes real estate development and operation, sales agency, and various materials sales [4][5] Share Issuance and Management - The company issues shares in the form of stocks, with all shares being ordinary shares and having equal rights [6][7] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [8][9] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of the company's operations, and they must comply with laws and the company's articles of association [13][14] - Shareholders holding more than 5% of shares must report any changes in their holdings to the company [18][19] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [50][51] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [60][61] Legal Compliance and Governance - The company must comply with legal requirements regarding external guarantees and must ensure that all decisions made by the board and shareholders are valid and lawful [21][22] - The company is required to maintain transparency and provide necessary information to shareholders and regulatory bodies [23][24]

Core Points - The document outlines the information disclosure management system of Zhuhai Huafa Industrial Co., Ltd, emphasizing the importance of transparency and accuracy in disclosing information related to debt financing instruments [1][2][3] - The company is required to disclose information in a timely manner, ensuring that all investors receive the same information simultaneously to maintain fairness [2][4] - The responsibilities of the board of directors and senior management include ensuring the accuracy and completeness of disclosed information, as well as preventing insider trading [2][5] Information Disclosure Requirements - The company must disclose various types of information, including issuance documents for debt financing instruments, periodic reports (annual, semi-annual, quarterly), and any significant events that may affect its debt repayment ability [2][7] - All disclosure documents must be submitted to designated websites and published in both Chinese and foreign languages, ensuring consistency between the two [3][12] - The company is obligated to correct any errors in previously disclosed financial information and provide updated reports within specified timeframes [6][10] Management Responsibilities - The board of directors is responsible for establishing and implementing the information disclosure management system, ensuring compliance with relevant regulations [11][12] - The audit committee oversees the actions of the board and senior management regarding information disclosure, ensuring that any violations are investigated and addressed [12][13] - The company’s senior management must report significant operational or financial matters to the board promptly, ensuring that all disclosures are accurate and timely [13][14] Confidentiality and Insider Information - The document defines insider information and outlines the responsibilities of individuals who have access to such information, emphasizing the prohibition of insider trading [31][32] - The company must implement strict confidentiality measures to protect undisclosed significant matters and ensure that only authorized personnel have access to sensitive information [36][37] Compliance and Accountability - The company holds its directors and senior management accountable for the accuracy and timeliness of disclosed information, with potential penalties for non-compliance [45][46] - Any violations of disclosure regulations may lead to internal disciplinary actions and legal consequences for responsible individuals [46][48] - The company is required to update its disclosure management system in accordance with new regulations from the China Interbank Market Dealers Association [49][50]

Core Points - The document outlines the working rules for senior management personnel of Zhuhai Huafa Industrial Co., Ltd, aiming to standardize their behavior and ensure effective exercise of authority and responsibilities [1][2] - It specifies the composition and powers of senior management, including the President, Executive Vice President, Board Secretary, and Chief Financial Officer, and their roles in decision-making processes [2][3] Group 1: General Provisions - The rules are established to ensure senior management acts in accordance with laws, regulations, and the company's articles of association [1] - Senior management includes positions appointed by the board, such as the President and other key executives [1] - Senior management must adhere to legal and regulatory requirements and maintain the company's interests [1] Group 2: Composition and Authority of Senior Management - The President is responsible for the overall management of the company and acts within the authority granted by the articles of association and board resolutions [2] - The President has signing authority for various documents related to daily operations and can delegate this authority to other executives [2] - The Executive Vice President, Board Secretary, and Chief Financial Officer have specific responsibilities, including business planning, assisting the President, and ensuring compliance with company policies [2][3] Group 3: Reporting System - Senior management must report significant matters related to the company's interests to the board in a timely manner [3] - They are also responsible for proposing the convening of board or temporary shareholder meetings when necessary [3] Group 4: Miscellaneous - The board is responsible for interpreting these rules, which take effect upon approval by the board [4]

Group 1 - The company establishes a standard for independent director allowances and an annual performance evaluation method to enhance the diligence and responsibility of independent directors [1] - The fixed allowance for independent directors is set at 150,000 yuan, with an additional floating allowance of 150,000 yuan linked to performance evaluation [1] - The board of directors and the audit committee are responsible for evaluating the performance of independent directors during the annual board meeting, with results determining the issuance of allowances [1] Group 2 - Independent directors must present their annual work report at the annual board meeting, and their performance is evaluated based on five key aspects through a voting process [1] - If the performance evaluation results in a "competent" rating, the floating allowance will be fully granted; otherwise, it will not be issued for that year [2] - The standard for independent director allowances and performance evaluation will take effect after being approved by the company's shareholders' meeting [2]

重要内容提示： 珠海华发实业股份有限公司（以下简称"公司"）全资子公司深圳融 华置地投资有限公司（以下简称"融华置地"）拟按深圳市土地储备中心（以 下简称"深圳土储中心"）收回收购的形式处置持有的 7 块商业用地，面积共 计 7.0468 万平方米，价格为 44.05 亿元人民币。 证券代码：600325 证券简称：华发股份 公告编号：2025-065 珠海华发实业股份有限公司 关于以政府收回收购方式盘活深圳前海冰雪世界项目未建 商业用地的公告 本公司董事局、全体董事及相关股东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。 本次交易已经公司第十届董事局第五十八次会议审议通过，尚需经公司 股东大会审议。 本次事项尚需与相关政府主管部门进一步磋商确认土地收回收购工作的 相关细节，同时还需要经公司股东大会审议，存在不确定性。敬请广大投资者谨 慎决策，注意投资风险。 一、交易概述 （一）本次交易的基本情况 1、本次交易概况 本次交易不构成关联交易。 本次交易不构成重大资产重组。 公司子公司融华置地收到深圳土储中心发来的《市土地储备中心关于协商收 回收购前海 ...

证券代码：600325 证券简称：华发股份 公告编号：2025-067 珠海华发实业股份有限公司 关于召开2025年第五次临时股东大会的通知 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： 一、 召开会议的基本情况 (四)现场会议召开的日期、时间和地点 召开的日期时间：2025 年 8 月 13 日10 点 00 分 召开地点：广东省珠海市昌盛路 155 号公司 9 楼会议室 股东大会召开日期：2025年8月13日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 (一)股东大会类型和届次 2025年第五次临时股东大会 (二)股东大会召集人：董事局 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合的 方式 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 8 月 13 日 至2025 年 8 月 13 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易 ...

股票代码：600325 股票简称：华发股份 公告编号：2025-064 珠海华发实业股份有限公司 第十届董事局第五十八次会议决议公告 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。 珠海华发实业股份有限公司（以下简称"公司"）第十届董事局第五十八次会 议通知于 2025 年 7 月 27 日以电子邮件方式发出，会议于 2025 年 7 月 28 日以通 讯方式召开，会议符合《公司法》和《公司章程》的有关规定。经与会董事以通 讯方式表决，形成如下决议： 二〇二五年七月二十九日 珠海华发实业股份有限公司 董事局 二、以十四票赞成、零票反对、零票弃权审议通过了《关于取消监事会并修 订公司<章程>及其附件的议案》，并同意提呈公司股东大会审议。具体内容详见 公司同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：2025-066），修订后的 《章程》及其附件《珠海华发实业股份有限公司股东会议事规则》《珠海华发实 业 股 份 有 限 公 司 董 事 局 议 ...