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 ...

二、保利稳健领跑，越秀华发逆势突围 从企业表现来看，保利发展是当前市场的最大亮点。其3月单月销售金额同比增长7.4%，1-3月累计销售 金额达630.0亿元，同比增长0.2%，成为TOP5房企中唯一实现正增长的企业。这一成绩得益于其在核心 城市的高品质项目布局，以及灵活调整推盘节奏的策略。例如，北京、上海等地的改善型项目去化率维 持在60%以上，显著高于行业平均水平。 相比之下，中海地产成为头部阵营中的主要拖累项。其3月单月销售金额同比下滑48.5%，累计销售金 额同比下降22.9%，主要受高基数效应和部分项目交付延期影响。不过，中海在一线城市的土地储备仍 为其后续修复提供支撑。 2025年1-3月，中国房地产行业延续调整态势。第三方机构数据显示，TOP100房企全口径累计销售金额 7846.7亿元，同比下降7.3%；权益销售金额5766.7亿元，同比下滑5.0%。尽管整体市场承压，但房企表 现分化显著：保利发展（600048）以单月290.0亿元、累计630.0亿元的销售金额领跑榜单，成为头部阵 营中唯一实现正增长的企业；越秀地产、华发股份（600325）则以超40%的累计增速逆势突围，展现出 区域深耕优势 ...

Investment Rating - The industry investment rating is "Overweight" (maintained) [1] Core Viewpoints - The new housing transaction area has shown a month-on-month increase, indicating a potential recovery in the real estate market [3] - The sales decline is continuing to narrow, with land transaction volumes decreasing, which is suppressing new construction momentum [3] - The first quarter of 2025 has seen a preliminary stabilization in sales, supported by more proactive fiscal policies and moderately loose monetary policies [8] Summary by Sections Sales Performance - In the first three months of 2025, the top 100 real estate companies reported a total sales amount of 784.67 billion yuan, a year-on-year decrease of 7.3%, with a cumulative equity sales area of 57.67 million square meters, down 5.0% year-on-year [5] - The average sales price for the top 100 companies was 19,960.6 yuan per square meter [5] - The sales performance among different tiers of companies showed low differentiation, with the top 10, 50, and 100 companies experiencing year-on-year sales declines of 8.4%, 7.1%, and 7.3% respectively [6] Company Insights - Poly Development maintained the highest sales scale in the first quarter, with a total sales amount of 63 billion yuan, showing a slight year-on-year increase of 0.2% [7] - China Overseas Property experienced a significant year-on-year sales decline of 22.9% [7] - Companies like Yuexiu Property and Huafa achieved impressive sales growth, with year-on-year increases of 42.0% and 44.8% respectively [7] Investment Recommendations - Recommended companies include those with strong fundamentals in urban areas and those capable of capturing the demand from improvement-type customers, such as Greentown China, China Overseas Development, and China Jinmao [8] - Companies benefiting from both residential and commercial real estate recovery include New City Holdings and Longfor Group [8] - The second-hand housing transaction scale and penetration rate are expected to continue rising, indicating a promising outlook for the real estate after-service market [8]

Core Viewpoint - The company achieved a sales scale ranking in the TOP10, with a net profit of 9.5 billion yuan, maintaining a "green file" level, and reducing financing costs to 5.22% [1] Sales Performance - In 2024, the company realized a signed sales amount of 105.44 billion yuan, a year-on-year decrease of 16.3%, with a signed sales area of 3.696 million square meters, down 7.46% year-on-year. According to the CRIC ranking, the company improved its overall sales ranking by 4 places, entering the industry TOP10, achieving over 100 billion yuan in sales for five consecutive years [2][6] - The company launched 6 new projects in key cities such as Shanghai, Guangzhou, Chengdu, and Xi'an, with a total land reserve of approximately 1.2125 million square meters, sufficient to meet development needs for the next three years [10][11] Profitability - The company reported an operating income of 59.992 billion yuan in 2024, a year-on-year decrease of 16.84%. The pre-sale funds reached 87.355 billion yuan, covering approximately 1.46 times the annual operating income, ensuring stable growth in future revenue. Despite challenges in the real estate sector, the company achieved a gross profit of 8.588 billion yuan, with a net profit of 1.405 billion yuan and a net profit attributable to shareholders of 0.951 billion yuan, down 59.46% and 48.24% year-on-year, respectively [3][13] - The company maintained a high cash dividend policy, proposing a cash dividend of 286 million yuan for 2024, accounting for 30.04% of the net profit attributable to shareholders [3][12] Financial Stability - As of the end of the reporting period, the company had total interest-bearing liabilities of 141.613 billion yuan, with an average financing cost of 5.22%, a decrease of 0.26 percentage points year-on-year. The cash-to-short-term debt ratio was 1.46, and the net debt ratio was 86.73%, an increase of approximately 12.6 percentage points from the end of 2023 [4][17] Business Development Strategy - The company continues to focus on the "1+3" business structure, with residential development as the main business, while also developing commercial operations, property services, and upstream and downstream industry chain businesses. The residential product quality has been continuously improved, and the commercial sector achieved rental income of 785 million yuan, a year-on-year increase of 15.41% [18][20] - The property management segment generated revenue of 1.675 billion yuan, up 18.85% year-on-year, with services covering over 400 projects in more than 40 cities [20]

珠海华发实业股份有限公司 2024 年年度股东大会会议文件 珠海华发实业股份有限公司 2024 年年度股东大会会议文件 二〇二五年四月七日 珠海华发实业股份有限公司 2024 年年度股东大会会议文件 珠海华发实业股份有限公司 2024 年年度股东大会会议文件 目 录 珠海华发实业股份有限公司 | 珠海华发实业股份有限公司 2024 年年度股东大会须知 - 3 - | | | --- | --- | | 关于《公司 2024 年度董事局工作报告》的议案 - 4 - | | | 关于《公司 2024 年度监事会工作报告》的议案 - 5 - | | | 关于《公司 2024 年年度报告》全文及摘要的议案 - 6 - | | | 关于《公司 年度财务决算报告》的议案 - 7 - | 2024 | | 关于《公司 2025 年度财务预算报告》的议案 - 8 - | | | 关于 2024 年度利润分配方案的议案 - 9 - | | | 关于确认公司 2024 年度日常关联交易执行情况及预计 2025 年度日 | | | 常关联交易的议案 - 10 - | | | 关于《公司独立董事 2024 年度述职报告》的议案 - ...

Core Viewpoint - Zhuhai Huafa Industrial Co., Ltd. is issuing convertible bonds to raise funds for three real estate development projects, ensuring compliance with legal and regulatory requirements while focusing on projects that meet the "guarantee delivery and protect people's livelihood" criteria [4][5][6]. Group 1: Fundraising and Project Details - The total amount of funds to be raised is not more than 5.5 billion RMB, aimed at three projects: "Shanghai Huafa Haishang Du Hui," "Wuxi Huafa Central Mansion," and "Zhuhai Huafa Jinwan Mansion" [5][6]. - The projects are primarily residential, targeting first-time buyers and those seeking improved living conditions, with all projects having commenced construction and begun pre-sales by the end of September 2023 [8][11]. Group 2: Compliance and Legal Opinions - The law firm Guangdong Hengyi has conducted thorough checks and issued a supplementary legal opinion, confirming that the fundraising and project details comply with relevant laws and regulations, ensuring no false statements or omissions [5][19]. - The company has established a robust internal control system to ensure that the raised funds are used specifically for the disclosed projects, preventing any misuse for land acquisition or new developments [13][19]. Group 3: Project Viability and Risk Management - The selected projects have met the necessary legal requirements and are expected to yield good returns, with a focus on projects that have already obtained the necessary permits and are under construction [11][25]. - The company has implemented a multi-dimensional risk prevention mechanism to address potential delivery challenges, ensuring that the projects are on track for timely completion [25][26].