证券代码：600325 证券简称：华发股份 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预案 （二次修订稿） 二〇二五年四月 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预案（二次修订稿） 声 明 珠海华发实业股份有限公司及董事局全体成员保证本预案内容真实、准确、 完整，并确认不存在虚假记载、误导性陈述或重大遗漏。 本次向特定对象发行可转换公司债券完成后，公司经营与收益的变化，由本 公司自行负责；因本次向特定对象发行可转换公司债券引致的投资风险，由投资 者自行负责。 本预案是本公司董事局对本次向特定对象发行可转换公司债券的说明，任何 与之不一致的声明均属不实陈述。 投资者如有任何疑问，应咨询自己的股票经纪人、律师、专业会计师或其他 专业顾问。 上海证券交易所、中国证券监督管理委员会、其他政府部门对本次向特定对 象发行可转换公司债券所做的任何决定或意见，均不表明其对公司股票的价值或 投资者的收益作出实质性判断或保证。 本预案所述本次向特定对象发行可转换债券相关事项的生效和完成尚待上 海证券交易所审核通过并经中国证监会同意注册。 1 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预案（ ...

Group 1 - The core point of the article highlights a significant trend of salary reductions among executives in the real estate industry, with many companies adjusting their compensation structures in response to financial pressures [1][5][7] - Major companies like China Merchants Shekou have initiated salary cuts, with CEO Jiang Tiefeng's salary dropping from 4.9169 million yuan in 2023 to 2.4177 million yuan in 2024, a reduction of approximately 51% [2][4] - Other notable companies such as Vanke and Country Garden have also seen their executives' salaries decrease significantly, with some executives now earning as little as 10,000 yuan per month [1][3] Group 2 - The performance of China Merchants Shekou in 2024 shows a revenue of 178.948 billion yuan, a year-on-year increase of 2.25%, but a net profit attributable to shareholders of 4.039 billion yuan, a decrease of 36.09% [2] - Vanke's executive vice president, Yu Liang, voluntarily reduced his salary to a pre-tax amount of 120,000 yuan, down from previous years where he earned over 1 million yuan [2][4] - The article notes that the real estate sector is facing challenges such as shrinking scale, declining profits, and high debt levels, making it increasingly difficult for executives to manage their companies effectively [5][6] Group 3 - The salary adjustments reflect a broader trend in the industry where high salaries are becoming less sustainable, with many companies experiencing significant drops in profits and revenues [7] - For instance, China Jinmao's chairman saw a salary decrease from 1.536 million yuan to 1.301 million yuan, while Huafa's chairman's salary dropped from 6.834 million yuan to 2.8905 million yuan [6] - Despite the overall decline in executive compensation, some companies like Greentown Group still report relatively high average salaries, indicating a disparity within the industry [7]

Core Viewpoint - Gree Real Estate is undergoing significant restructuring as its controlling shareholder, Zhuhai Investment Holdings, is being transferred to Zhuhai Huafa Group, indicating a major internal adjustment within Zhuhai's state-owned enterprises [1][20]. Group 1: Company Restructuring - Gree Real Estate's parent company, Zhuhai Investment Holdings, will become a secondary company under Huafa Group, making Gree Real Estate a tertiary company under the same group [1]. - The restructuring is expected to involve the division of various business segments, such as real estate and duty-free operations, into different subsidiaries of Huafa Group [1][21]. - Gree Real Estate has already begun to transition away from real estate development, focusing instead on the duty-free business, with plans to change its name to "Zhuhai Duty-Free Group" [10][12]. Group 2: Financial Performance Comparison - In 2023, Huafa Group reported revenues of 721.45 billion yuan, while Gree Real Estate's revenue was only 47.32 billion yuan, less than one-tenth of Huafa's [7][6]. - Gree Real Estate has faced multiple issues, including allegations of insider trading and financial fraud, which have damaged its reputation in the market [9][8]. Group 3: Market Expectations - The market has shown optimism regarding Huafa Group's acquisition of Zhuhai Investment Holdings, as evidenced by a recent surge in Gree Real Estate's stock price [24]. - There are predictions that Huafa Group may inject its stake in Zhuhai Duty-Free Group into Gree Real Estate, further solidifying its position in the duty-free market [26]. - The restructuring efforts by Zhuhai's state-owned assets supervision are aimed at creating a stronger enterprise that could potentially enter the Fortune Global 500 list [27].

Investment Rating - The investment rating for the company is "Outperform the Market" [5] Core Views - The company experienced a decline in revenue and profit due to the downturn in the real estate market, with 2024 projected revenue of 60 billion yuan, down 17% year-on-year, and a net profit of 0.95 billion yuan, down 48% year-on-year [1][9] - Despite the challenges, the company has improved its sales ranking, achieving a signed sales amount of 105.4 billion yuan in 2024, maintaining a scale above 100 billion yuan for five consecutive years, and moving up four places to rank 10th in the industry [2][14] - The company is focusing on core cities for investment, acquiring six new land parcels in major cities like Shanghai, Guangzhou, Chengdu, and Xi'an, and has a substantial land reserve of 3.77 million square meters [2][14] - The company is diversifying its business to enhance resilience, with commercial rental income increasing by 15% year-on-year to 0.79 billion yuan and property service income rising by 19% year-on-year to 1.68 billion yuan [2][22] - Financially, the company maintains a healthy status with a financing cost of 5.22%, a positive operating cash flow of 15.9 billion yuan, and a debt structure that continues to improve [3][22] Summary by Sections Financial Performance - In 2024, the company is expected to have a gross profit margin of 14.3%, down 3.8 percentage points year-on-year, and a net profit margin of 1.6%, down 1.0 percentage points year-on-year [1][9] - The company plans to distribute a dividend of 0.104 yuan per share, translating to a payout ratio of 30% for 2024 [1][9] Sales and Market Position - The company’s signed sales area in 2024 is projected to be 3.7 million square meters, down 8% year-on-year, but it still holds a strong market position with a significant backlog of pre-receivables amounting to 81.8 billion yuan [2][14] Future Projections - The profit forecast for 2025-2026 has been adjusted, with expected revenues of 61.3 billion yuan and 66.2 billion yuan, and net profits of 1.09 billion yuan and 1.29 billion yuan respectively, reflecting a downward revision from previous estimates [3][26]

| 1、出席会议的股东和代理人人数 | 401 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,002,985,868 | | 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 | 36.5056 | | 份总数的比例（%） | | 证券代码：600325 证券简称：华发股份 公告编号：2025-032 珠海华发实业股份有限公司 2024 年年度股东大会决议公告 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) 非累积投票议案 1、 议案名称：关于《公司 2024 年度董事局工作报告》的议案 审议结果：通过 注：截至本次股东大会股权登记日 2025 年 3 月 31 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 4,670,000 股，有表决权股份总数为 2,747,482,116 股。 (四) 表决 ...

广东恒益律师事务所 关于珠海华发实业股份有限公司 2024 年年度股东大会的法律意见书 粤恒益法字 2025 第【 0】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 公司股东大会规则》(以下简称:"《股东大会规则》")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 2024年年度股东大会(以下简称:"本次股东大会")进行见证,对本次 股东大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大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。 3、本所律师按照《股东大会规则》的要求,对公司提供的本次股东大会的 召集与召开程序、出席会议人员资格、表决程序以及本次股东大会的有关 ...

Investment Rating - The report maintains a "Positive" rating for the real estate and property management sectors [2][3]. Core Insights - The report highlights the importance of stabilizing the real estate market in response to the ongoing trade war, emphasizing the need for domestic demand expansion [2][3]. - It notes a significant decline in both new and second-hand housing transactions, with new home sales in 34 key cities dropping by 23% week-on-week and 26% year-on-year in April [4][7]. - The report indicates that the government is implementing policies to stabilize the market, including the cancellation of housing transfer restrictions in Nanjing and the expansion of housing fund withdrawal policies [32][33]. Industry Data Summary New Housing Transaction Volume - New housing sales in 34 key cities totaled 3.093 million square meters last week, a week-on-week decrease of 23.4% [4]. - Year-on-year, new housing sales in April are down 26%, with first and second-tier cities seeing a 21% decline and third and fourth-tier cities experiencing a 49% drop [7][8]. Second-Hand Housing Transaction Volume - Second-hand housing sales in 13 key cities fell by 26.2% week-on-week, with April sales down 15% year-on-year [13]. - Cumulative sales for the year to date show a 26.5% increase compared to the previous year [13]. New Housing Inventory - In 15 key cities, 710,000 square meters of new housing were launched last week, with a sales-to-launch ratio of 2.08, indicating a continued trend of inventory reduction [21]. - The total available residential area in these cities is 88.71 million square meters, reflecting a 0.9% decrease week-on-week [21]. Policy and News Tracking - The report discusses macroeconomic policies, including the imposition of tariffs on U.S. imports and the rise in manufacturing PMI to 50.5%, indicating a recovery in manufacturing activity [32][33]. - It highlights local government initiatives, such as Nanjing's cancellation of housing transfer restrictions and the expansion of housing fund policies in various cities [32][33]. - The report also notes the active land market in core cities, with significant land sales and project launches reported in the first quarter of 2025 [32][33].

Core Viewpoint - Huafa Group emphasizes its commitment to social responsibility while focusing on real estate development, integrating environmental protection, rural revitalization, public welfare, and community service into its strategic development [1] Green Transformation - The company incorporates green and low-carbon concepts throughout the project development cycle, launching a "Technology + Good Housing Product System Technical Standards" in 2024 [2] - Huafa Group has established a technical framework based on four value dimensions: safety, comfort, green, and intelligence, enhancing product quality and driving residential product upgrades [2] - The company promotes green building technologies, with multiple projects receiving international recognition, achieving an average annual energy saving rate of over 20% through solar photovoltaic systems and rainwater recovery devices [2] - In 2024, the company certified over 3 million square meters of green building area [2] - Huafa Group prioritizes the use of green-certified building materials and employs prefabricated construction techniques to minimize construction waste and dust pollution [2] - The property management arm, Huafa Property, utilizes smart management systems to save over 10 million kilowatt-hours of electricity annually [2] Rural Revitalization - The company invested 4.2192 million yuan in 2024 for multi-dimensional assistance projects in Guangdong and Guizhou, benefiting tens of thousands of people [3] - In Guangdong, Huafa Group developed the "Huafa Spring Valley" hot spring tourism project, creating over 200 jobs and stimulating local industries [3] - The company engages in consumption assistance projects, purchasing local agricultural products for employee gifts, showcasing its commitment to social responsibility [3] - Huafa Group donated a total of 500,000 yuan to improve educational facilities in rural schools and provided 330,000 yuan in donations for elderly care and support for disadvantaged households [3] Community Development - The company focuses on community development through activities that enhance community cohesion and improve resident satisfaction [4] - In 2024, Huafa Group donated 34.3489 million yuan for education, healthcare, disaster relief, and support for disadvantaged groups [4] - The company has developed standardized community service packages to meet basic living needs and enhance neighborhood life [4] - Huafa Group implements a three-force acceptance management method to ensure delivery quality through client perspective evaluations and third-party assessments [4] Future Outlook - Looking ahead to 2025, Huafa Group plans to invest more resources in green technology research and aims for an 80% coverage rate of green buildings in new projects [5] - The company will deepen its "industry + culture + ecology" assistance model in rural revitalization to enhance the internal development momentum of supported areas [5] - Huafa Group intends to increase investments in affordable housing and long-term rental apartments to contribute to the development of livable, resilient, and smart cities [5]

Investment Rating - The report does not explicitly state an investment rating for the industry or the specific company under review Core Insights - The company achieved a total contracted sales amount of 1054.4 billion, a year-on-year decrease of 16.3%, while maintaining its position in the TOP10 of the industry [3][7] - The company reported a net profit of 9.51 billion, reflecting a decline of 48.24% year-on-year, amidst a challenging market environment [4][17] - The average financing cost decreased to 5.22%, down by 0.26 percentage points compared to the previous year, indicating improved financial management [5][18] - The company maintained a high cash dividend policy, proposing a cash dividend of 2.86 billion, which accounts for 30.04% of the net profit [4][17] Sales Performance - The company’s sales performance was supported by its strategic focus on core cities, with notable projects achieving high sales rankings locally [3][12] - The sales contribution from the East China and South China regions exceeded 30%, with East China achieving sales of 461.73 billion, accounting for 43.79% of total sales [8][11] Investment and Land Reserves - The company added six new projects in key cities, with a total land reserve of 1,212.5 million square meters, sufficient to meet development needs for the next three years [4][13] - The average equity ratio of newly added land reserves was 42%, indicating a balanced approach to risk and return [4][13] Profitability - The company’s total revenue for the year was 599.92 billion, a decrease of 16.84% year-on-year, with a gross profit of 85.88 billion [4][14] - The gross margin was reported at 14.32%, down by approximately 3.82 percentage points compared to the previous year [17][24] Debt Management - The company maintained a "green file" level with a net debt ratio of 86.73%, which increased by approximately 12.6 percentage points from the previous year [5][18] - The cash-to-short-term debt ratio was reported at 1.46, indicating a decrease from the previous year [5][18] Strategic Development - The company continues to focus on a "1+3" business model, emphasizing residential development while also expanding into commercial operations, property services, and upstream and downstream industry chain businesses [5][22] - The commercial sector saw a rental income increase of 15.41%, with a total commercial area of 2.6 million square meters [5][23]

证券代码：600325 证券简称：华发股份 公告编号：2025-031 珠海华发实业股份有限公司 关于股份回购进展公告 | 回购方案首次披露日 | 2024/10/30 | | --- | --- | | 回购方案实施期限 | 董事局审议通过后 个月 12 | | 预计回购金额 | 30,000 万元~60,000 万元 | | 回购用途 | □减少注册资本 √用于员工持股计划或股权激励 □用于转换公司可转债 | | | □为维护公司价值及股东权益 | | 累计已回购股数 | 467 万股 | | 累计已回购股数占总股本比例 | 0.170% | | 累计已回购金额 | 元 25,079,352 | | 实际回购价格区间 | 5.21 元/股~5.83 元/股 | 一、 回购股份的基本情况 2024 年 10 月 18 日，公司董事局收到董事局主席李光宁先生提交的《关于提 议珠海华发实业股份有限公司回购公司股份的函》，提议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，本次回购的股份将用于员工持股计 划或者股权激励。具体详见公司于 2024 年 10 月 19 日披露的《珠海华发实业股份 有限 ...