股票代码：600325 股票简称：华发股份 公告编号：2025-050 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 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 本次权益分派实施的股权登记日为 2025 年 5 月 23 日，除权除息日为 2025 年 5 月 26 日，具体内容详见公司于 2025 年 5 月 20 日在《上海证券报》《中国 证券报》《证券时报》《证券日报》及上海证券交易所网站（www.sse.com.cn） 披露的《珠海华发实业股份有限公司 2024 年度权益分派实施公告》（公告编号： 根据《回购报告书》及中国证券监督管理委员会、上海证券交易所的相关规 定，若公司在回购期内发生派发红利、送红股、转增股本等除权、除息事项，自 股价除权、除息日起，按照相关规定相应调整回购价格上限。 容的真实性、准确性和完整性承担法律责任。 重要内容提示： ? 调整前回购价格上限：不超过人民币 9.83 元/股（含） ? 调整后回购价格上限：不超过人民币 9.73 元/股（含） ? 价格上限调整起始日期：2025 年 5 ...

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 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、回购股份基本情况 股票代码：600325 股票简称：华发股份 公告编号：2025-050 三、本次调整回购价格上限的具体情况 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）， 具体计算公式如下： 调整后的回购价格上限=（调整前的回购价格上限-现金红利）÷（1+流通股 变动比例）。 2024 年 10 月 29 日，公司召开的第十届董事局第四十五次会议审议通过了 《关于以集中竞价交易方式回购股份方案的议案》。同意公司使用自有资金或自 筹资金以集中竞价交易方式回购公司股份，回购资金总额不低于人民币 3 亿元 （含本数）且不超过人民币 6 亿元（含本数），回购价格不超过人民币 9.83 元/ 股，回购期限为自董事局审议通过本次回购股份方案之日起 12 个 ...

国金证券股份有限公司 关于珠海华发实业股份有限公司 差异化分红事项的核查意见 国金证券股份有限公司（以下简称"国金证券"或"保荐机构"）作为珠海 华发实业股份有限公司（以下简称"华发股份"或"公司"）向特定对象发行可 转换公司债券的保荐机构，根据《中华人民共和国证券法》《证券发行上市保荐 业务管理办法》《上海证券交易所股票上市规则》《上海证券交易所上市公司自律 监管指引第 7 号——回购股份》和《上海证券交易所上市公司自律监管指引第 11 号——持续督导》等相关法律、法规及规范性文件的规定，对华发股份 2024 年 年度利润分配所涉及的差异化分红（以下简称"本次差异化分红"）事项进行了 核查，核查情况如下： 一、本次差异化分红的原因 2024 年 10 月 29 日，公司召开的第十届董事局第四十五次会议审议通过了 《关于以集中竞价交易方式回购股份方案的议案》，同意公司通过上海证券交易 所交易系统以集中竞价交易方式进行股份回购，回购的股份将用于员工持股计划 或者股权激励。 根据《上海证券交易所交易规则》相关规定，公司将按照以下公式计算除权 （息）开盘参考价： 除权（息）参考价格=（前收盘价格-现金红利）÷（1+ ...

2024 年 10 月 29 日，公司召开的第十届董事局第四十五次会议审议通过了 《关于以集中竞价交易方式回购股份方案的议案》，同意公司通过上海证券交易 所交易系统以集中竞价交易方式进行股份回购，回购的股份将用于员工持股计划 或者股权激励。 华金证券股份有限公司 关于珠海华发实业股份有限公司 差异化分红事项的核查意见 华金证券股份有限公司（以下简称"华金证券"或"保荐机构"）作为珠海 华发实业股份有限公司（以下简称"华发股份"或"公司"）向特定对象发行可 转换公司债券的保荐机构，根据《中华人民共和国证券法》《证券发行上市保荐 业务管理办法》《上海证券交易所股票上市规则》《上海证券交易所上市公司自律 监管指引第 7 号——回购股份》和《上海证券交易所上市公司自律监管指引第 11 号——持续督导》等相关法律、法规及规范性文件的规定，对华发股份 2024 年 年度利润分配所涉及的差异化分红（以下简称"本次差异化分红"）事项进行了 核查，核查情况如下： 一、本次差异化分红的原因 公司拟用于本次回购资金总额不低于人民币 3 亿元（含本数）且不超过人民 币 6 亿元（含本数）；本次回购股份价格不超过人民币 9.83 元/ ...

Investment Rating - The investment rating for the real estate industry is "Positive" and maintained [14]. Core Insights - The policy goal of stabilizing the market is becoming more proactive, and market expectations have improved, although marginal downward pressure has increased since April [7]. - The rapid decline in industry volume and price may have passed, with structural highlights in core areas and quality properties [7]. - The experience from Hainan is not universally applicable in the current context, and the short-term supply capacity of real estate companies is declining, putting pressure on cash flow [3][11]. - The industry is expected to gradually promote the pilot expansion of existing home sales, considering institutional reforms and practical constraints [11]. Market Performance - The Yangtze River Real Estate Index increased by 0.04% this week, with a relative excess return of -1.08% compared to the CSI 300, ranking 24th out of 32 [8]. - Year-to-date, the Yangtze River Real Estate Index has decreased by 5.53%, with a relative excess return of -4.37% compared to the CSI 300, ranking 29th out of 32 [8]. Policy Developments - The central government emphasizes financial balance in urban renewal, prohibiting large-scale demolition and illegal borrowing [9]. - Local measures in Xinyang, Henan, have implemented existing home sales for newly sold land, ensuring reasonable residential de-stocking cycles [9]. Sales Data - New home transaction area in 37 cities showed a rolling year-on-year decline of 4.1%, while second-hand home transactions in 19 cities increased by 11.6% [10]. - As of May 16, the new home transaction area in 37 cities showed a month-on-month increase of 0.2%, while second-hand homes increased by 6.2% [10]. Current Focus - The discussion and promotion of existing home sales have gained attention again in 2023 due to delivery issues and the need for institutional reform [11]. - The impact of existing home sales on real estate companies includes extended cash flow recovery times, decreased turnover rates, and increased uncertainty and funding costs [11].

Core Viewpoint - The real estate industry is shifting its focus from high-growth models to a more sustainable approach, emphasizing cash flow as a critical indicator of financial health and operational stability [1][8]. Cash Reserves - The top three companies with the highest cash reserves in 2024 are Poly Developments, China Resources Land, and China Overseas, each holding over 100 billion yuan [2][6]. - Poly Developments is identified as the wealthiest real estate company for 2024, showcasing strong liquidity and risk resilience [2]. Operating Cash Flow - The companies with the strongest operating cash flow in 2024 are China Resources Land, China Overseas, and China Merchants Shekou, indicating robust internal cash generation capabilities [8][12]. - Poly Developments, despite having the highest cash reserves, ranks 15th in operating cash flow with a net amount of 6.257 billion yuan, highlighting a significant gap compared to the leaders [12]. Land Acquisition Activity - Companies with substantial cash reserves are also actively acquiring land, with the top three being China Overseas, Poly Developments, and China Resources Land, securing 688 billion yuan, 583 billion yuan, and 543 billion yuan respectively [6]. Financial Health Indicators - Several companies, including Shimao Group, Xiamen Guomao, and China Evergrande, reported negative operating cash flows, indicating potential operational challenges and inventory pressures [12]. - The industry is experiencing a transition from scale competition to quality competition, where healthy cash flow and self-sustaining capabilities are essential for long-term survival [12].

Core Viewpoint - Huafa Co., Ltd. is actively improving its financial situation through a supply chain asset special plan with a total limit of up to 20 billion yuan, which is expected to optimize accounts receivable management, reduce financial costs, and enhance cash flow [1][2][3] Financial Performance - In Q1 2025, Huafa Co., Ltd. reported revenue of 18.484 billion yuan, a year-on-year increase of 164.05%, while net profit was 190 million yuan, a decrease of 45.41% [1][7] - The company's debt-to-asset ratio decreased from 82.88% in 2017 to 69.87% by the end of Q1 2025 [1][6][7] - For the years 2023 and 2024, Huafa Co., Ltd. reported revenues of 72.145 billion yuan and 59.992 billion yuan, with year-on-year growth rates of 19.35% and -16.84%, respectively [5] Business Strategy - The supply chain asset special plan will utilize accounts receivable from suppliers as the underlying assets, with a total limit of 20 billion yuan, which can be recycled [2][3] - Huafa Co., Ltd. has a strong project resource reserve, with 3.7683 million square meters of land available for development and 8.3563 million square meters under construction as of the end of 2024 [5][6] Market Position - In Q1 2025, Huafa Co., Ltd. achieved a sales amount of 29.49 billion yuan, a year-on-year increase of 45%, ranking eighth in the overall sales list of Chinese real estate companies [7] - The company has seen a steady rise in sales rankings, moving from 32nd in 2021 to 10th in 2024 [7] Dividend Policy - Since its listing, Huafa Co., Ltd. has distributed a total of 8.094 billion yuan in cash dividends, with an average cash dividend ratio of 35.83% over the past five years [6]

Group 1 - Vanke received a low-interest loan of 1.552 billion yuan from Shenzhen Metro Group, with a term of 36 months and an annual interest rate of 2.34%, which is lower than the 1-year LPR [1] - The loan is intended for repaying company bond principal and interest, and the repayment method involves semi-annual payments of 0.5% and a final payment of 97% [1] - This transaction reflects increased trust from state-owned capital in Vanke and signals a proactive approach by Shenzhen state-owned enterprises to stabilize real estate companies through market mechanisms [1] Group 2 - M.K. Long announced that its general manager, Che Jianxing, is under investigation by the Yunnan Provincial Supervisory Committee, but the company remains operationally stable with other executives continuing their duties [2] - Concerns about governance risks may rise due to Che's investigation, especially as the company has faced declining performance and previous internal control issues [2] - The board is functioning normally, with the chairman temporarily assuming the general manager's responsibilities [2] Group 3 - New City Joy Service appointed an independent investigation consultant to examine 800 million yuan in financial transactions with related parties that were not recorded in the company's financial statements [3] - The company has repaid all financial assistance provided to related parties as of December 31, 2024, with no outstanding balances [3] - This incident may undermine investor confidence, particularly as the company faces liquidity management challenges and potential regulatory penalties if violations are confirmed [3] Group 4 - Huafa Co. announced a supply chain asset special plan with a total amount not exceeding 20 billion yuan to optimize its asset-liability structure and improve capital efficiency [4] - The plan will use accounts receivable as the underlying assets and will have a maximum issuance period of 1 year, with interest rates determined based on market conditions [4] - This initiative aims to alleviate short-term liquidity pressure and may signal a shift in the industry from high-leverage expansion to asset operation optimization [4] Group 5 - Jianfa International announced the resignation of non-executive directors Huang Wenzhou and Zheng Yongda for personal reasons, with Xu Xiaoxi appointed as a new non-executive director [5][6] - Xu's appointment may enhance governance effectiveness, and his non-remunerated position signals a commitment to responsibility, potentially increasing investor confidence in state-led enterprises [6] - Attention is needed on how board changes may affect strategic continuity, especially amid ongoing liquidity pressures in the real estate sector [6]

Core Viewpoint - Zhuhai Huafa Industrial Co., Ltd. has conducted a series of board meetings to approve various related party transactions, including the renewal of a financial services agreement and the initiation of a supply chain asset special plan business, which are aimed at optimizing financial management and improving capital efficiency [1][23][41]. Group 1: Financial Services Agreement - The company plans to renew the financial services agreement with Zhuhai Huafa Group Financial Co., Ltd., which will provide deposit, loan, settlement, bill, foreign exchange, and guarantee services for a period of three years [23][24]. - The financial company is a subsidiary of the controlling shareholder, Huafa Group, and the agreement constitutes a related party transaction [24][25]. - The agreement has been approved by the board and will be submitted for shareholder approval [23][43]. Group 2: Supply Chain Asset Special Plan Business - The company intends to launch a supply chain asset special plan business with a total limit not exceeding RMB 20 billion, which can be reused [6][9]. - The basic assets for this plan will be accounts receivable from suppliers, and the implementation does not constitute a major asset restructuring [6][9]. - This initiative aims to optimize accounts receivable management, reduce financial costs, and improve cash flow [17][20]. Group 3: Related Party Transactions - The board has approved the risk assessment report for related party transactions with Zhuhai Huafa Group Financial Co., Ltd. [2][20]. - Related directors recused themselves from voting on these matters to ensure compliance with regulations [2][20]. - The pricing for these transactions is based on industry averages and is deemed fair and reasonable, not harming the interests of the company or its shareholders [16][41]. Group 4: Upcoming Shareholder Meeting - A third extraordinary general meeting of shareholders is scheduled for May 29, 2025, to discuss and vote on the approved proposals [45][46]. - The meeting will utilize both on-site and online voting systems to facilitate participation [46][51]. - Shareholders with related interests will abstain from voting on relevant proposals to maintain fairness [50][51].

Group 1 - The company plans to renew the "Financial Services Agreement" with Zhuhai Huafa Group Finance Co., Ltd. to enhance financial management and improve capital operation efficiency [1][2] - The agreement will provide various financial services including deposit, loan, settlement, bill, foreign exchange, and guarantee services for the company and its subsidiaries, with a validity period of three years [1][3] - The financial company is a subsidiary of the controlling shareholder, Huafa Group, and the transaction is classified as a related party transaction [1][2] Group 2 - As of December 31, 2024, the financial company reported total assets of 43.83 billion yuan, total liabilities of 37.06 billion yuan, and net assets of 6.78 billion yuan, with a net profit of 761.93 million yuan for the year [2] - As of March 31, 2025, the financial company had total assets of 42.80 billion yuan, total liabilities of 35.91 billion yuan, and net assets of 6.89 billion yuan, with a net profit of 112.75 million yuan for the first quarter [2] - The agreement includes a maximum daily deposit limit of 15 billion yuan for the company and its subsidiaries, which will be monitored by the company [4][5] Group 3 - The pricing principles for the services will be based on general commercial bank rates for similar deposits, ensuring they are not lower than the benchmark rates set by the People's Bank of China [4] - The independent directors of the company unanimously agreed that the renewal of the agreement would optimize financial management and enhance capital returns, ensuring fairness and transparency in pricing [5][6] - The board meeting approved the proposal with a vote of 8 in favor, and related directors abstained from voting [6]