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].

Group 1 - The "national team" has appeared in the shareholder lists of over 190 listed companies, with a total market value exceeding 100 billion yuan as of August 29 [2] - Key sectors for the "national team" include finance, real estate, energy, materials, and pharmaceuticals, indicating a significant adjustment in the holding structure within these sectors [2] - Central Huijin has newly invested in Dalian Dashang Group, while the China Securities Finance Corporation (CSF) has reduced its holdings in several companies including Greenland Holdings and Haier [3][5] Group 2 - The top four holdings of Central Huijin, each exceeding 10 billion yuan in market value, are CITIC Securities, New China Life Insurance, Ping An Insurance, and Kweichow Moutai [3] - CSF's major reductions include approximately 46.81 million shares in Greenland Holdings and 30.37 million shares in Jinyu Group [5][6] - The Social Security Fund has significantly increased its holdings in companies such as Sanan Optoelectronics and China Life Insurance, with increases of 80.01 million shares and 52.12 million shares respectively [7] Group 3 - The "national team" typically selects companies with stable fundamentals and reasonable valuations, providing a reference for ordinary investors to identify long-term investment opportunities [4] - The actions of the "national team" can signal policy intentions, such as increasing holdings during market lows to convey stability [4][8] - Understanding the "national team's" holdings can help investors capture long-term investment themes driven by macro policies like industrial upgrades and financial reforms [8]

Core Viewpoint - Greenland Holdings is actively engaging in a debt buyback strategy to manage its outstanding USD bonds, demonstrating a significant commitment to reducing its debt burden [1][2]. Debt Buyback Details - Greenland plans to repurchase USD bonds totaling approximately $13.4 billion, which represents 40% of its total outstanding offshore debt of $34 billion [1]. - The company intends to execute the buyback at about 20% of the market price, amounting to an expenditure of approximately $2.68 billion, equivalent to around 19 billion RMB [1][2]. - The buyback will significantly reduce actual debt by over $10 billion, effectively cutting the debt burden by 80% for this portion [2]. Specific Bond Repurchase Proportions - The repurchase proportions for the nine USD bonds are as follows: - $130 million for the bond maturing in 2028.6, representing 29.52% - $130 million for the bond maturing in 2028.11, representing 38.72% - $7.59 million for the bond maturing in 2028.12, representing 25.78% - $120 million for the bond maturing in 2029.2, representing 41.14% - $184 million for the bond maturing in 2029.4, representing 47.08% - $247 million for the bond maturing in 2029.9, representing 44.73% - $51 million for the bond maturing in 2030.3, representing 14.6% - $104 million for the bond maturing in 2031.1, representing 38.09% - $340 million for the secured bond in 2030, representing 51.45% [3]. Voting Outcomes and Future Steps - Six out of the nine bonds received creditor approval for the buyback, while two did not pass, and one is pending due to insufficient votes [1][4]. - For the bonds that passed, if the remaining amount falls below 33% of the total after the buyback, Greenland can redeem them at 19% of their face value [3]. - The bond maturing in 2028.12 is expected to pass in the delayed vote, as it has already received 25.78% acceptance [3]. Potential Scenarios for Non-Approved Bonds - Creditors may either form a coalition to oppose Greenland's buyback efforts or may choose to accept the buyback, which could weaken their resolve [5][6]. - Historical cases suggest that time tends to favor the debtor rather than the creditor in such situations [6].

Core Insights - Greenland Holdings reported a significant decline in net profit, with a year-on-year decrease of 1772.4% in the 2025 mid-year report [1] - The company's total operating revenue for the period was 94.689 billion yuan, down 17.97% compared to the previous year [1] Financial Performance - Total operating revenue decreased from 115.433 billion yuan in 2024 to 94.689 billion yuan in 2025, a decline of 17.97% [1] - The net profit attributable to shareholders fell from 210 million yuan to -3.506 billion yuan, a drop of 1772.4% [1] - The gross profit margin was reported at 8.14%, down 26.09% year-on-year, while the net profit margin was -4.27%, a decrease of 1732.28% [1] - The total of selling, administrative, and financial expenses reached 7.377 billion yuan, accounting for 7.79% of revenue, an increase of 2.4% year-on-year [1] Cash Flow and Debt Analysis - Cash and cash equivalents decreased from 28.448 billion yuan to 21.75 billion yuan, a decline of 23.54% [1] - Interest-bearing liabilities increased from 212.933 billion yuan to 224.533 billion yuan, a rise of 5.45% [1] - The company's cash flow per share was reported at -0.18 yuan, an increase of 52.48% year-on-year, indicating worsening cash flow conditions [1] Business Model and Historical Performance - The company's historical return on invested capital (ROIC) has been weak, with a median of 3.46% over the past decade and a particularly poor ROIC of -3.29% in 2024 [4] - The business model relies heavily on research and marketing, necessitating a thorough examination of the underlying drivers [4] - The company has experienced two years of losses since its IPO, indicating a fragile business model [4]

Core Insights - Greenland Holdings (600606.SH) reported a significant decline in revenue and net profit for the first half of 2025, with total revenue of 94.496 billion yuan, down 18.06% year-on-year, and a net loss attributable to shareholders of 3.506 billion yuan compared to a profit of 210 million yuan in the same period last year [1] Financial Performance - The company achieved a net profit excluding non-recurring items of -3.096 billion yuan, a decrease from 110 million yuan in the previous year [1] - The net cash flow from operating activities was -2.479 billion yuan, an improvement from -5.218 billion yuan year-on-year [1] Real Estate Sales - In the first half of 2025, Greenland Holdings recorded real estate contract sales amounting to 33.9 billion yuan, representing a year-on-year increase of 6.6% [1] - The total sales area for real estate contracts was 3.73 million square meters, up 25.6% year-on-year [1] - Residential properties accounted for 31% of sales, while commercial properties made up 69% [1] Infrastructure Projects - As of June 30, 2025, the total amount of ongoing projects in the infrastructure sector was 628.2 billion yuan, with housing construction business accounting for 433.3 billion yuan (69%) and infrastructure engineering at 177.9 billion yuan (28%) [1]

Group 1 - The core viewpoint of the article highlights that Greenland Holdings reported a revenue of 94.5 billion yuan and a total profit of -3.6 billion yuan for the first half of 2025, indicating challenges in profitability despite a 6.6% year-on-year increase in real estate sales [1] - The company has successfully reduced various costs, with sales expenses decreasing by 666 million yuan (40.96%), management expenses down by 701 million yuan (20.47%), and financial expenses reduced by 39 million yuan (1.04%) [1] - Greenland Holdings has focused on high-quality asset liquidation, achieving a total delivery area of 3.02 million square meters, with several key projects resuming work and reaching critical milestones [1] Group 2 - In the new business sectors, the company has made significant progress in digital finance, with Greenland International Bank accelerating its development and Greenland Asia Securities obtaining licenses for digital securities and asset management, laying the groundwork for entering the digital asset and cryptocurrency markets [1] - The automotive circulation business has launched the "Greenland Cloud Car Exchange" platform, opening its first store in Shanghai and preparing for the establishment of additional offline stores [1] - For the second half of the year, the company aims to stabilize operations, accelerate transformation, and achieve comprehensive breakthroughs to support a better operational outlook [2]

Core Insights - Greenland Holdings Group Co., Ltd. reported a stable performance in the first half of 2025, with total operating revenue reaching 94.5 billion yuan and a total profit of -3.6 billion yuan [2] - The real estate sector achieved a sales amount of 33.9 billion yuan, reflecting a year-on-year growth of 6.6% [2] - The company has made strategic advancements in new business sectors such as finance, energy, and automotive circulation, enhancing its industry chain and receiving positive social feedback [2] Financial Performance - Total operating revenue for the first half of 2025 was 94.5 billion yuan [2] - The total profit for the same period was -3.6 billion yuan [2] - Sales expenses decreased by 666 million yuan, a reduction of 40.96% year-on-year [2] - Management expenses fell by 701 million yuan, a decline of 20.47% year-on-year [2] - Financial expenses decreased by 39 million yuan, a drop of 1.04% year-on-year [2] - The average cost of interest-bearing financing continued to decline, with 926 interest rate reductions completed in the first half of the year [2]