广东信达律师事务所 股东大会法律意见书 中国深圳福田区益田路6001号太平金融大厦11、12层 邮政编码：518038 11&12/F, TaiPing Finance Tower, 6001 Yitian Road, Futian District, SHENZHEN, CHINA 电话(Tel.)：(86 755)88265288 传真(Fax.)：(86 755)88265537 电子邮件(Email)：info@sundiallawfirm.com 网址(Website)：www.sundiallawfirm.com 关于新城控股集团股份有限公司 2024年年度股东大会的 法律意见书 信达会字[2025]第169号 致：新城控股集团股份有限公司 广东信达律师事务所（以下简称"信达"）接受新城控股集团股份有限公司 （以下简称"公司"）委托，指派信达律师出席公司2024年年度股东大会（以下 简称"本次股东大会"），对本次股东大会的合法性进行见证，并出具本《广东 信达律师事务所关于新城控股集团股份有限公司2024年年度股东大会的法律意 见书》（以下简称"《股东大会法律意见书》"）。 本《股东大会法律意见书》 ...

Group 1: Company Strategy and Financial Position - The company is actively seeking to regain trust in the capital markets through non-public roadshows led by its chairman, Wang Xiaosong, in Hong Kong and Singapore, focusing on refinancing upcoming debts totaling $600 million [2][9][10] - The company plans to significantly reduce its development business, with a projected completion area of 5.5 million square meters in 2025, which is less than 40% of the 2024 completion area [3][4] - The company has not acquired new projects since July 2021 and aims to stabilize its core team through a focus on construction management business, which requires lower cash flow [3][4] Group 2: Commercial Operations and Revenue - The company's commercial operations, primarily through its 173 Wuyue Plaza complexes, are foundational to its business, achieving a rental rate of 97.97% and generating approximately $128.08 million in operational income [6][7] - The company expects commercial revenue to exceed 30% of total revenue in the next two years, with gross profit margins projected to be between 60% and 70% [6][7] Group 3: Debt Management and Financing - The company has a total interest-bearing debt of $57.7 billion, with a significant portion backed by Wuyue Plaza properties, and is actively replacing development loans with operational loans [7][9] - The company is exploring asset-backed financing options, including REITs, to improve its loan-to-value ratio, which could increase to 75%-80% [8] - The company is prepared to use its own funds to repay upcoming dollar-denominated debts if market conditions are unfavorable for new issuances [10][11]

Group 1 - The issuance of special bonds for land storage has accelerated significantly since March, with nearly 3,000 proposed land acquisition projects totaling over 1.33 million square meters and exceeding 350 billion yuan in total value [1] - In April alone, over 1,500 land parcels were publicly announced, surpassing the total from January to March, with a total value exceeding 170 billion yuan [1] - The increase in special bond applications is driven by new policies from the Ministry of Natural Resources and the Ministry of Finance, which have encouraged local governments to utilize special bonds for acquiring idle land [1][2] Group 2 - Special bonds for land storage are primarily used for recovering idle land and land reserves, and can also be used for developing unsold land or converting existing properties into affordable housing [2] - From the beginning of the year to May 21, the total issuance of special bonds for land storage reached 96.4 billion yuan, accounting for 7.5% of newly issued project special bonds [2] - The recovery of idle land through special bonds can enhance liquidity for real estate companies, optimize land resource allocation, and stimulate related industries [2][3] Group 3 - Approximately 50% of the proposed land parcels have a recovery price to transaction price ratio between 0.8 and 1.0, with about 30% in the range of 0.9 to 1.0, and around 18% between 0.7 and 0.8 [3] - Over 80% of the proposed land parcels for recovery belong to local state-owned enterprises, with several parcels from central enterprises like Poly and Overseas Chinese Town also included [3] - Recommendations include establishing a special loan center under policy banks to support the recovery of idle land and inventory properties, with a focus on directing a certain proportion of support to private enterprises [3]

Group 1 - The core event "I Love You May" series by New城控股 successfully set a Guinness World Record for the most people simultaneously participating in an online and offline exercise session, with over a thousand participants from various cities [1] - The event showcased a new trend in national fitness, with participants completing nearly six minutes of the "Wuyue Health Exercise" [1] - New城控股's "五边形经营理念" (Pentagonal Business Philosophy) focuses on creating asset returns for owners, providing platforms for businesses, and ensuring comfortable experiences for customers, emphasizing a human-centric approach to commerce [1] Group 2 - The "Wuyue Love Health" initiative included a variety of health activities tailored to each Wuyue Plaza, creating a health communication wave lasting nearly 30 days [2] - The 2025 "I Love You May" event will continue classic activities like "Crazy Five Hours" and "Wuyue Five Thirty," while introducing diverse health-themed events such as health runs, parent-child sports meetings, wellness markets, traditional Chinese medicine consultations, aromatherapy experiences, and health lectures [2]

Core Viewpoint - The "I Love You May" series of events, particularly the "Wuyue Love Health" Guinness World Record challenge, marks a significant milestone for New城控股, showcasing its commitment to health and community engagement while enhancing its commercial operations [1][2]. Group 1: Event Overview - The "Wuyue Love Health" Guinness World Record challenge took place in Shanghai, with over a thousand participants successfully breaking the record for the most people simultaneously participating in an online and offline exercise session [1][2]. - The event is part of the broader "I Love You May" campaign, which aims to promote health and positive social energy, coinciding with the "55 Shopping Festival - Health Consumption Week" [2]. Group 2: Commercial Strategy - New城控股 integrates its extensive brand partnerships and diverse business advantages to create immersive health consumption experiences, enhancing commercial value and operational efficiency [1][4]. - The company collaborates with brands like OPPO, Li Ning, and Miniso to provide unique consumer experiences during the event, demonstrating a shift from traditional marketing to deeper operational integration [4][5]. Group 3: Business Performance - As of the end of 2024, New城控股 operates over 170 Wuyue plazas across 136 cities, serving more than 30 million members, with annual sales exceeding 100 billion [6]. - The commercial operation revenue for 2024 surpassed 12 billion, accounting for nearly half of the company's overall gross profit [6]. Group 4: Brand Image and Community Engagement - The "Wuyue Love Health" initiative positions New城控股 as a "national trend ambassador" and a "social activity volunteer enterprise," enhancing its brand image and community involvement [7][8]. - The campaign includes various health-related activities, such as health runs and wellness markets, aimed at promoting a healthy lifestyle and supporting the "Healthy China" initiative [8].

测评报告显示，2024年房企融资环境转暖，房企债务重组进展加快。2024年30强上市房企融资总额为 3934.61亿元，同比增长2.02%。在长期偿债能力方面，2024年上市房企剔除预收账款后的资产负债率均 值为61.68%，与上年基本持平，净负债率均值为83.99%，较上年上升7.24个百分点。在短期偿债能力方 面，2024年上市房企流动比率均值为1.41，速动比率均值为0.53，两者与上年相比均有小幅下降。 从违约情况来看，房企违约数量持续下降。2025年以来，在政策相继落地与市场信心修复的双重加持 下，碧桂园、融创、世茂等多家房企的境外债重组迎来进展。 从拿地情况看，2024年上市房企拿地投资表现更加谨慎，10强上市房企全年新增土地价值为4093亿元。 在拿地区域方面，2024年各房企的选择趋同：一二线城市核心地块是多数房企的"优选"。头部房企依托 资金优势，持续强化对高能级城市优质土地资源的战略性增储，重点地块竞争激烈；多数中小型房企则 受制于流动性压力收缩投资半径，市场分化明显。 新华财经上海5月22日电（记者郑钧天）22日，由中国房地产业协会指导，上海易居房地产研究院、克 而瑞联合发布《2025房 ...

Investment Rating - The report maintains a "Buy" rating for the real estate development and service sectors [5]. Core Insights - The recent urban renewal framework is expected to stabilize the real estate market and promote high-quality urban development in the long term [1][2]. - The government has set a target for significant progress in urban renewal by 2030, with a focus on improving existing buildings and upgrading old neighborhoods [2]. - Funding for urban renewal will come from various sources, including central government subsidies and special bonds [3]. Summary by Sections Urban Renewal Framework - The urban renewal initiative is a key action for stabilizing the real estate market and enhancing urban quality [1]. - The recent government opinion outlines major goals, tasks, and support mechanisms for urban renewal, aiming for significant progress by 2030 [2]. Funding Support - The government plans to support urban renewal through multiple funding channels, including central subsidies and special bonds [3]. - In 2023, 15.3 billion yuan has been allocated for urban village renovations, indicating strong financial backing for these initiatives [3]. Investment Recommendations - The report suggests focusing on core cities, particularly first-tier cities, for recovery and investment opportunities [4]. - Recommended stocks include: - A-shares: Chengdu Investment Holdings, Chengjian Development, Binjiang Group, New Town Holdings, China Merchants Shekou, Jianfa Co. - Hong Kong stocks: China Resources Land, China Overseas Development, Greentown China, Jianfa International Group, Yuexiu Property [8][9]. Company Performance Insights - Chengdu Investment Holdings reported a significant revenue increase of 455.6% year-on-year in Q1 2025, indicating strong operational performance [10]. - Binjiang Group achieved a revenue growth of 64% year-on-year in Q1 2025, benefiting from a peak in deliveries [11]. - New Town Holdings showed a recovery in net profit, with a 34% year-on-year increase in Q1 2025 [12].

Core Viewpoint - The company is experiencing stable commercial operations while facing a significant decline in real estate sales, leading to tighter cash flow conditions [2][3][4]. Group 1: Commercial Operations - As of the end of 2024, the company has established 200 Wuyue Plazas across 136 cities, with 173 currently operational, achieving an overall occupancy rate of approximately 98% [3]. - In 2024, the total foot traffic for Wuyue Plazas reached about 1.77 billion visits, representing a year-on-year increase of 19%, with total sales of 90.5 billion yuan (excluding vehicle sales), also up by 19% year-on-year [3]. - The commercial operations segment generated revenue of 12.03 billion yuan in 2024, reflecting a year-on-year growth of 13.2%, with a gross margin of approximately 70.2%, an increase of 0.27 percentage points [3]. - The company aims to achieve total revenue of 14 billion yuan from commercial operations in 2025 [3]. Group 2: Real Estate Sales - In 2024, the company reported total sales of 40.17 billion yuan, a year-on-year decline of 47.1%, with total sales area of 5.388 million square meters, down 44.4% year-on-year [4]. - For the first four months of 2025, the company achieved a contract sales amount of 6.86 billion yuan, a decrease of 56.2% year-on-year, with a sales area of 886,000 square meters, down 59.0% year-on-year [4]. - The real estate development segment recorded revenue of 76.04 billion yuan in 2024, a year-on-year decline of 29.2%, with a gross margin of approximately 11.7%, down 2.2 percentage points [4]. - The gross margin contribution from the real estate development sales segment has decreased to 50.6% [4]. Group 3: Cash Flow and Financing - As of the end of 2024, the company's total financing amounted to approximately 53.65 billion yuan, down from about 57.08 billion yuan at the end of 2023, with short-term debt around 11.99 billion yuan [4]. - The company holds approximately 6.596 billion yuan in non-restricted cash, resulting in a non-restricted cash to short-term debt ratio of about 0.55 [4]. - The average financing cost is reported at 5.92%, a decrease from 6.20% at the end of 2023 [4]. - In 2024, the company secured approximately 20.5 billion yuan in financing backed by Wuyue Plaza properties, with an average interest rate of 4.97% and a collateralization rate of about 50% [4].

Group 1: Fund Market Insights - Financial and real estate themed funds continue to show strong performance with a net value increase of 1.45%, while defense and military funds experienced a slight decline [3] - The domestic new fund market is recovering with 24 new funds established and 34 new funds issued [3] - Different investment range ETFs experienced net outflows, with large-cap broad-based ETFs being the main direction of outflow, totaling -12.89 billion [3] Group 2: Oil and Petrochemical Industry - Oil demand is expected to rebound, driven by positive demand expectations following the suspension of tariff increases in the Sino-US Geneva trade talks [4] - As of May 16, Brent and WTI crude oil prices were reported at $65.33 and $61.93 per barrel, reflecting increases of 2.3% and 1.4% respectively from the previous week [4] - The company maintains a positive outlook on the "three major oil companies" and their associated oil service enterprises amid ongoing geopolitical uncertainties [4] Group 3: Basic Chemical Industry - Recent policies have been introduced to support the development of the low-altitude economy, with a projected market size of 1.5 trillion yuan by 2025 and 3.5 trillion yuan by 2035 [5] Group 4: Retail Sector Performance - In April 2025, the total retail sales of consumer goods reached 3.72 trillion yuan, with a year-on-year growth of 5.1%, slightly below market expectations [8] - The retail sales of gold and silver jewelry surged by 25.3% in April, driven by a low base and high demand for investment and preservation of value [8] - Categories such as sports and entertainment, home appliances, audio-visual equipment, cultural office supplies, furniture, and communication equipment maintained double-digit growth rates [8] Group 5: New City Holdings - In April 2025, the company reported rental income of 1.06 billion yuan, with a cumulative rental income of 4.28 billion yuan for the first four months [9] - The total number of leased properties as of April 2025 was 174, with a total construction area of approximately 16.044 million square meters [9] - The company achieved a contract sales amount of 1.76 billion yuan in April, representing a year-on-year decline of 52.5%, with a cumulative contract sales amount of 6.86 billion yuan for the first four months, down 56.2% year-on-year [9]

Investment Rating - The report maintains an "Overweight" rating for the real estate development industry [6] Core Insights - The real estate development industry faced significant losses in 2024, with overall revenue declining and profitability weakening due to falling housing prices and impairment pressures [1][13] - Key state-owned enterprises (SOEs) and mixed-ownership companies showed resilience compared to the overall industry, with SOEs experiencing a smaller revenue decline [2][36] - The report highlights that the future revenue of real estate companies is expected to remain under pressure for the next 2-3 years, particularly for those not in prime locations [2][41] Summary by Sections 1. Overview of Developer Annual Reports - In 2024, the overall revenue for 168 real estate developers was 4.33 trillion yuan, a year-on-year decrease of 19.2% [1][13] - The net profit for the industry was -376.3 billion yuan, a significant drop from -1.9 billion yuan in 2023 [1][13] - The cash on hand for developers decreased by 19.4% to 1.63 trillion yuan [1][13] 2. Financial and Operational Analysis of Key Developers 2.1 Revenue Pressure from Resource Turnover - Key SOEs saw a revenue decline of 7.4%, while private enterprises experienced a 22.9% drop [2][41] - The report indicates that the revenue performance of leading developers remains more resilient due to their ample turnover resources [2][41] 2.2 Continued Pressure on Gross Margin - The gross margin for key SOEs was 14.6%, down 2.3 percentage points, while private enterprises had a gross margin of 16.4%, down 1.2 percentage points [2][37] 2.3 Rising Sales and Management Expense Ratios - The sales and management expense ratio for key SOEs was 4.9%, while for private enterprises it was 5.9% [2][49] 2.4 Significant Decline in Investment Income - Investment income for key SOEs and private enterprises fell by 72.3% and 53.4%, respectively [2][37] 2.5 Comprehensive Impairment Provisions - All 14 key developers reported asset impairments, with SOEs accounting for 42.27 billion yuan and private enterprises for 3.88 billion yuan [3][38] 2.6 Declining Net Profit Trend - The net profit for key SOEs dropped by 95.7%, while private enterprises saw a 15.0% decline [4][39] 2.7 Stable Financing for Key SOEs - Key SOEs maintained stable financing channels, with a slight increase in interest-bearing liabilities of 0.7% [5][40] 2.8 Sales Performance of Key SOEs - Key SOEs continued to outperform the industry, focusing on land reserves in core cities [2][41] 2.9 Weak Land Acquisition Intent - The willingness to acquire land remains low across the industry, with key developers focusing on high-potential cities [2][41] 3. Investment Recommendations - The report suggests focusing on real estate-related stocks due to anticipated policy support and the potential for recovery in core urban areas [6][9]