证券代码：600606 证券简称：绿地控股 公告编号：临 2025-038 绿地控股集团股份有限公司 2025年第一次临时股东会决议公告 本公司董事会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)股东会召开的时间：2025 年 9 月 12 日 (二)股东会召开的地点：上海市黄浦区会馆街 51 号绿地外滩中心 T3 栋 38F 大会 议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 1,179 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 10,410,369,516 | | 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 | | | 份总数的比例（%） | 74.0729 | (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次股东会由公司董事会召集，现场会议由公司董事耿靖先生主持。会议采 用现场投票与网络投票相结合的表决 ...

北京金杜（杭州）律师事务所 关于绿地控股集团股份有限公司 2025 年第一次临时股东会之 法律意见书 致：绿地控股集团股份有限公司 北京金杜（杭州）律师事务所（以下简称本所）接受绿地控股集团股份有 限公司（以下简称公司）委托，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》）、中国证券监 督管理委员会《上市公司股东会规则》（以下简称《股东会规则》）等中华人 民共和国境内（以下简称中国境内，为本法律意见书之目的，不包括中国香港 特别行政区、中国澳门特别行政区和中国台湾省）现行有效的法律、行政法规、 规章和规范性文件和现行有效的公司章程有关规定，指派律师出席了公司于 2025 年 9 月 12 日召开的 2025 年第一次临时股东会（以下简称本次股东会）， 并就本次股东会相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限 于： 1. 经公司 2024 年年度股东大会审议通过的《绿地控股集团股份有限公司 章程》（以下简称《公司章程》）； 2. 公司 2025 年 8 月 27 日刊登于《中国证券报》《上海证券报》《证券时 报 ...

Group 1 - The A-share market experienced a volume contraction and a collective decline in the three major indices, while the real estate sector saw a rare surge, with the CSI 800 Real Estate Index rising over 1% against the market trend [1][3] - Major real estate stocks such as Binjiang Group and New Town Holdings saw significant gains, with Binjiang Group hitting the daily limit and New Town Holdings rising over 4% [1] - The only ETF tracking the CSI 800 Real Estate Index, ETF 159707, also rose by 1.24%, marking three consecutive days of gains, with a total trading volume of 40 million yuan and a net subscription of 8.5 million units in a single day [1][3] Group 2 - The strength of the real estate sector is attributed to recent policy adjustments in first-tier cities, including a combination of measures announced by the Shenzhen Housing and Urban-Rural Development Bureau and the People's Bank of China [3] - September is typically a period of intensive policy announcements for the real estate sector, and new supportive policies are expected to accelerate, coinciding with the traditional peak sales season of "Golden September and Silver October" [3] - Analysts predict a rebound in real estate transaction volumes in the fourth quarter, supported by the recent optimization of purchase restrictions in major cities, and suggest that the current low valuations in the real estate sector present a buying opportunity [3][5] Group 3 - The CSI 800 Real Estate Index currently has a price-to-book (PB) ratio of only 0.75, indicating a significant undervaluation at the 17th percentile over the past decade, suggesting substantial room for recovery [3][5] - Leading real estate companies, particularly state-owned enterprises and high-quality firms, are expected to demonstrate resilience due to their strong land reserves in core cities, which positions them for a quicker recovery in sales and profitability [5] - The ETF 159707, which tracks the CSI 800 Real Estate Index, includes 13 top-tier real estate companies, with over 90% of its weight concentrated in the top ten holdings, highlighting its focus on leading firms in the industry [5]

Company Overview - Greenland Holdings Group Co., Ltd. is located at 700 Dapu Road, Huangpu District, Shanghai, established on July 8, 1992, and listed on March 27, 1992 [2] - The company's main business includes real estate development, construction, hotels, energy and related trade, automotive sales and services, and financial services [2] - The revenue composition is as follows: construction and related industries 45.85%, real estate and related industries 36.29%, other income 10.90%, and goods sales and related industries 9.51% [2] Financial Performance - For the first half of 2025, Greenland Holdings achieved operating revenue of 94.689 billion yuan, a year-on-year decrease of 17.97% [2] - The net profit attributable to shareholders was -3.506 billion yuan, a year-on-year decrease of 1772.40% [2] - Cumulatively, the company has distributed 20.378 billion yuan in dividends since its A-share listing, with no dividends distributed in the last three years [3] Stock Market Activity - On September 9, the stock price increased by 2.17%, reaching 1.88 yuan per share, with a trading volume of 176 million yuan and a turnover rate of 0.67%, resulting in a total market capitalization of 26.422 billion yuan [1] - Year-to-date, the stock price has decreased by 10.48%, with a 1.62% increase over the last five trading days, a 1.05% decrease over the last 20 days, and a 13.94% increase over the last 60 days [1] - The company has appeared on the "Dragon and Tiger List" four times this year, with the most recent appearance on July 16, where the net buying was -22.5542 million yuan [1] Shareholder Information - As of June 30, 2025, the number of shareholders was 121,700, a decrease of 3.26% from the previous period, with an average of 115,467 circulating shares per shareholder, an increase of 3.37% [2] - The top ten circulating shareholders include Southern CSI 500 ETF, holding 6.30776 million shares, and Hong Kong Central Clearing Limited, holding 5.87386 million shares, both showing increases compared to the previous period [3]

Market Overview - On September 4, the real estate development sector declined by 1.08%, with Wantong Development leading the drop [1] - The Shanghai Composite Index closed at 3765.88, down 1.25%, while the Shenzhen Component Index closed at 12118.7, down 2.83% [1] Stock Performance - Notable gainers included: - Shouke Co., Ltd. (600376) with a closing price of 3.19, up 10.00% [1] - Wolong New Energy (600173) at 6.61, up 5.25% [1] - Shiroyama Holdings (002016) at 5.57, up 3.34% [1] - Significant losers included: - Wantong Development (600246) at 13.49, down 10.01% [2] - Zhangjiang Changke (600895) at 33.84, down 10.00% [2] - Quzhou Development (600208) at 4.64, down 6.45% [2] Capital Flow - The real estate development sector experienced a net outflow of 1.632 billion yuan from institutional investors, while retail investors saw a net inflow of 1.32 billion yuan [2] - The table of capital flow indicates that major stocks like Huafa Co., Ltd. (600325) and Wolong New Energy (600173) had mixed results in terms of net inflow from different investor types [3]

Group 1 - The core meeting of Greenland Holdings Group Co., Ltd. is scheduled for September 12, 2025, in Shanghai, focusing on various agenda items including the appointment of the auditing firm for the fiscal year 2025 [1] - The company proposes to reappoint Da Xin Certified Public Accountants as the auditing firm for the 2025 financial report and internal control audit, which was approved by the board of directors [1][4] - Da Xin Certified Public Accountants, established in 1985, has a total of 3,945 employees and has audited 221 listed companies as of December 31, 2024, with an average asset size of 19.544 billion [1][2] Group 2 - The proposed signing partner for the audit project is Song Zhiquan, who has been a registered accountant since 2017 and has been providing audit services for the company since 2024 [2][3] - The expected audit fee for 2025 is approximately 5 million yuan, which will be finalized based on discussions between the board and the auditing firm [3] - The audit committee unanimously approved the reappointment of Da Xin Certified Public Accountants, citing their experience and adherence to auditing standards [4] Group 3 - The company plans to amend its articles of association to include additional senior management positions, expanding the definition to include vice presidents and financial directors [4] - The proposed amendment has been approved by the board and will be submitted for shareholder approval [4]

绿地控股集团股份有限公司 2025 年第一次临时股东大会资料 二〇二五年九月 绿地控股集团股份有限公司 2025 年第一次临时股东大会议程 现场会议时间：2025 年 9 月 12 日下午 14:00 现场会议地点：上海市黄浦区会馆街 51 号绿地外滩中心 T3 栋 38F 大会议室 会议表决方式：现场加网络投票表决方式 现场会议议程： 1 一、主持人介绍大会主要议程 二、听取并审议各项议案 1.关于聘请公司 2025 年度审计机构的议案 2.关于修订《公司章程》的议案 三、股东代表发言 四、宣布出席现场会议人数和代表股权数 五、推选会议监票人 六、现场投票表决 七、休会 八、宣布表决结果 九、宣读本次股东大会决议 十、律师宣读本次股东大会法律意见书 十一、大会结束 绿地控股集团股份有限公司 各位股东： 经第十一届董事会第二次会议审议通过，公司拟续聘大信会计师事务所（特 殊普通合伙）（以下简称"大信会计师事务所"）为公司 2025 年度财务报告和内 部控制审计机构。现将相关情况报告如下： 一、拟聘任会计师事务所的基本情况 （一）机构信息 1.基本信息 2025 年第一次临时股东大会资料之一 关于聘请公司 20 ...

Market Overview - The Shanghai Composite Index rose by 0.46% on September 1, with 24 out of the 28 sectors experiencing gains, led by the communication and comprehensive sectors, which increased by 5.22% and 4.27% respectively [1] - The real estate sector also saw an increase of 0.76% [1] - The non-bank financial and banking sectors faced declines of 1.28% and 1.03% respectively [1] Capital Flow Analysis - The net outflow of capital from the two markets reached 51.3 billion yuan, with 8 sectors experiencing net inflows [1] - The pharmaceutical and biological sector had the highest net inflow, totaling 3.475 billion yuan, while the communication sector followed with a net inflow of 1.291 billion yuan [1] - The non-bank financial sector led the net outflows, with a total of 8.079 billion yuan, followed by the computer sector with 7.010 billion yuan [1] Real Estate Sector Performance - The real estate sector had a net inflow of 658 million yuan, with 58 out of 100 stocks rising, including 2 hitting the daily limit [2] - The top stock in terms of net inflow was Wantong Development, which saw an inflow of 1.1 billion yuan, followed by Zhangjiang High-Tech and Quzhou Development with inflows of 44.547 million yuan and 41.756 million yuan respectively [2] - The sector also had 6 stocks with net outflows exceeding 30 million yuan, with Poly Development leading at 248.458 million yuan [3] Real Estate Sector Inflow and Outflow Rankings - The top inflow stocks included: - Wantong Development: +10.02%, 20.24% turnover, 1,099.6933 million yuan [2] - Zhangjiang High-Tech: +1.50%, 7.06% turnover, 44.5472 million yuan [2] - Quzhou Development: +3.91%, 2.80% turnover, 41.756 million yuan [2] - The top outflow stocks included: - Poly Development: -0.88%, 2.14% turnover, -248.4583 million yuan [3] - *ST Nan Zhi: -4.95%, 6.06% turnover, -90.6333 million yuan [3] - Hainan Airport: -1.02%, 1.04% turnover, -67.5094 million yuan [3]

Core Viewpoint - The sales performance of the top 100 real estate companies in China for the first eight months of 2025 shows a significant decline, with total sales amounting to 23,270.5 billion yuan, a year-on-year decrease of 13.3% [3][5]. Group 1: Sales Performance - The total sales of the top 100 real estate companies from January to August 2025 reached 23,270.5 billion yuan, with a year-on-year decline of 13.3% [3]. - The equity sales amount for the top 100 companies was 16,275.2 billion yuan, with an equity sales area of 83.828 million square meters [3]. - The top five companies by sales in the first eight months were Poly Development (181.2 billion yuan), Greentown China (156.3 billion yuan), China Overseas Property (150.3 billion yuan), China Resources Land (142.5 billion yuan), and China Merchants Shekou (124.05 billion yuan) [3][4]. Group 2: Market Dynamics - August is typically a slow sales month for the real estate market, with a reported 30% decrease in supply and a 12% month-on-month decline in transaction volume across 30 monitored cities [4][5]. - In August, the top 100 real estate companies achieved sales of 207.04 billion yuan, reflecting a month-on-month decrease of 1.9% and a year-on-year decrease of 17.6% [5]. - Despite the overall decline, 33% of the top 100 companies reported month-on-month sales growth in August, with 21 companies experiencing growth exceeding 30% [5]. Group 3: Future Outlook - The industry anticipates a potential recovery in September, driven by policy adjustments such as "recognizing houses but not loans" and lowering down payment ratios in major cities [6]. - The traditional peak sales season in September is expected to boost new home transaction volumes, with a gradual recovery in market confidence [6].

Core Viewpoint - The real estate market is undergoing significant changes, with predictions indicating a prolonged adjustment period for housing prices, which have already seen substantial declines in some areas [8][11]. Group 1: Expert Predictions - Vanke founder Wang Shi emphasizes that the adjustment in the real estate market will take several years, and current price declines are not indicative of a quick recovery [8]. - He suggests that ordinary individuals should refrain from rushing to buy properties and should instead adopt a wait-and-see approach [8]. - Wang Shi predicts a severe polarization among real estate companies, where those with high debt and poor product quality may face bankruptcy or mergers, while financially stable companies focusing on quality will thrive [11]. Group 2: Market Trends - The explosive demand for housing has largely been exhausted, with urbanization rates stabilizing at over 65% as of 2023, indicating a shift in market dynamics [16]. - Housing prices in major cities have escalated significantly over the past two decades, making them less accessible even after recent declines [16]. - The demographic shift, including a decrease in newborns and an aging population, is expected to further alter housing demand [16]. Group 3: Investment Strategies - Wang Shi advises monitoring price differentiation trends, noting that major cities and new first-tier cities like Wuhan and Chengdu will likely maintain stronger price support compared to third- and fourth-tier cities facing population outflows [18]. - There may be opportunities in the market for improved housing, as older properties become less desirable due to maintenance issues, leading to a preference for low-density, well-managed communities [18]. - The overall sentiment aligns with previous views that purchasing in core urban areas is advisable for self-use, while speculative investments should be approached with caution [20].