广东融商诚达律师事务所 二〇二五年五月十六日 深圳市深南中路 1002 号 Room1111-1112 NewsBuilding 1002 Mid-Shennan Road Shenzhen, P.R. China E-mail:office@rscdlaw.com 融商诚达律师事务所 新闻大厦十一楼 1111-1112 室 关于深圳市中洲投资控股股份有限公司 2024 年年度股东大会的法律意见书 电 话（Phone）：（755） 82091588 传 真（ Fax ）：（755） 82091788 邮政编码（Zip Code）：518027 _______________________________________________________________________________ 关于深圳市中洲投资控股股份有限公司 2024 年年度股东大会的 法律意见书 致：深圳市中洲投资控股股份有限公司 依据《中华人民共和国公司法》（下称"《公司法》"）、《中华人民共和国证券 法》（下称"《证券法》"）及中国证券监督管理委员会《上市公司股东会规则》 （2025 年 3 月 28 日公布并施行）（下称"《 ...

股票代码：000042 股票简称：中洲控股 公告编号： 2025－34 号 深圳市中洲投资控股股份有限公司 关于 2024 年年度报告的更正公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有任何虚假记载、误导 性陈述或者重大遗漏。 更正内容位于 2024 年年度报告 "第六节 重要事项"之"二、控股股东及其他关联方 对上市公司的非经营性占用资金情况"。 更正前： 二、控股股东及其他关联方对上市公司的非经营性占用资金情况 □适用 不适用 公司报告期不存在控股股东及其他关联方对上市公司的非经营性占用资金。 更正后： 二、控股股东及其他关联方对上市公司的非经营性占用资金情况 适用 □不适用 1 2025 年 4 月 26 日，公司披露了《深圳市中洲投资控股股份有限公司 2024 年年度报告》。 经公司核查，发现上述报告"控股股东及其他关联方对上市公司的非经营性占用资金情况" 处出现差错，现予以更正，具体更正内容如下： 公司相关资金占用款项已结清，且未新增非经营性占用金额。公司对此给投资者带来的 不便深表歉意。 特此公告。 深圳市中洲投资控股股份有限公司 董 事 会 二〇二五年五月十四日 2 股东 或关 ...

Financial Performance - The company's operating revenue for 2024 was ¥4,323,648,747.25, a decrease of 43.26% compared to ¥7,620,571,730.50 in 2023[20] - The net profit attributable to shareholders for 2024 was -¥2,024,703,774.39, representing a 9.75% decline from -¥1,844,825,335.86 in 2023[20] - The basic earnings per share for 2024 was -¥3.0454, a decline of 9.75% compared to -¥2.7749 in 2023[20] - The weighted average return on equity for 2024 was -44.93%, down 18.27 percentage points from -26.66% in 2023[20] - The company reported a significant non-recurring loss of CNY 162 million in 2024, compared to a gain of CNY 19 million in 2023, indicating challenges in managing non-operating income and expenses[27] - The company reported a total revenue of 1,015.3 million RMB, with a financing balance of 839.3 million RMB from bank loans at an interest rate range of 4.15%-7.6%[45] - The company reported a total of 2,284 million yuan in related party transactions, accounting for 100% of similar transactions[179] Cash Flow and Assets - The net cash flow from operating activities increased significantly by 318.39% to ¥5,656,231,252.75 from ¥1,351,914,948.89 in the previous year[20] - The net cash flow from investment activities increased by 73.90% to ¥80,079,528.27 in 2024, up from ¥46,049,523.46 in 2023, mainly due to increased cash from the disposal of subsidiaries[69] - The net cash flow from financing activities was -¥2,875,139,576.51 in 2024, a decrease of 89.36% compared to -¥1,518,308,889.94 in 2023, primarily due to increased repayments of partner loans[69] - The net increase in cash and cash equivalents was ¥2,861,209,639.73 in 2024, a significant increase of 2,478.13% compared to a decrease of ¥120,313,590.00 in 2023[69] - Cash and cash equivalents increased to ¥3,671,973,073, accounting for 11.99% of total assets, up from 2.70% at the beginning of the year, a change of 9.29%[72] - The company's real estate inventory decreased by 15.26% to ¥1.83 billion from ¥2.16 billion in 2023[56] Business Operations - The company aims to become a leading urban comprehensive operator, focusing on real estate development, hotel management, property services, and commercial management, particularly in the Guangdong-Hong Kong-Macao Greater Bay Area[33] - The company has developed multiple high-quality projects in Shenzhen, including luxury residential and commercial properties, establishing a strong market presence[34] - The company maintained a top ten position in sales rankings among real estate firms in Huizhou, demonstrating its resilience in a challenging market[35] - The company is actively developing multiple projects, with significant progress reported in various locations[41] - The company is focusing on expanding its commercial and residential projects in the Huizhou area, with ongoing developments[43] Market Conditions - The real estate industry faced a decline in sales area and amount, with a 13% drop in sales area and a 17% drop in sales amount in 2024 compared to the previous year[31] - The government has implemented various policies to stabilize the real estate market, including lowering down payment ratios and mortgage rates, which are expected to restore market confidence[32] - The company recognizes potential market risks due to a projected 13% decline in housing sales area in 2024 and plans to proactively adjust strategies to mitigate operational risks[97] Strategic Initiatives - The company plans to further concentrate on core regions and align its business layout with strategic development needs[37] - The company aims to achieve profitability by optimizing asset structure and enhancing core business profitability, with a focus on high-turnover projects and timely project delivery[103] - The company plans to focus on high-quality land in first-tier and core second-tier cities, considering market demand and project feasibility to improve investment decision-making[104] - The company aims to improve cash flow management in response to new mortgage policies affecting sales returns, ensuring healthy cash flow operations[93] Governance and Management - The board of directors underwent a reshuffle on May 15, 2024, with several members, including independent directors, completing their terms[118] - New appointments to the board include Hu Wei, Ye Xiaodong, Ge Yanan, Pan Liping, and Yao Weiguo, all effective from May 15, 2024[118] - The company aims to enhance its market position through strategic leadership changes and new board appointments[118] - The company has a structured compensation system for directors and supervisors, with remuneration standards approved by the shareholders' meeting[127] Research and Development - The company has completed a project on green building dynamic air purification technology, which has been applied in actual engineering projects[65] - A new adaptive intelligent wall panel locking technology has been developed, enhancing installation efficiency and precision[65] - The company has achieved significant improvements in the installation flexibility and accuracy of wall panels, leading to enhanced overall renovation quality[66] - R&D investment decreased by 22.13% to ¥7,127,783.10 in 2024 from ¥9,153,469.46 in 2023, while the proportion of R&D investment to operating revenue increased from 0.12% to 0.16%[68] Social Responsibility - The company donated a total of CNY 147,400 to various government agencies, charitable organizations, and educational institutions during the reporting period[158] - The company is actively engaged in social responsibility initiatives, including volunteer activities in Shenzhen[158] - There were no major environmental issues or administrative penalties reported during the reporting period[158] Legal Matters - The company is involved in a lawsuit where its subsidiary is claiming RMB 220 million from Huizhou Shuiqing Muhua Information Technology Co., Ltd. for a breach of a share transfer contract, with a court ruling partially in favor of the subsidiary[173] - Another lawsuit involves a claim of RMB 232 million against Huizhou Jinxingtai Real Estate Co., Ltd. for project cooperation disputes, with the court also ruling partially in favor of the subsidiary[174] - The company is facing a lawsuit from Shengye Jinzhi Logistics Development Co., Ltd. for RMB 124 million in damages due to a breach of a land exchange agreement, with the court ruling to dissolve the agreement[175]

Summary of Key Points Core Viewpoint - Shenzhen Zhongzhou Investment Holdings Co., Ltd. announced a significant shareholding change due to a reduction in shares held by a major shareholder, Shenzhen Lian Tai Real Estate Development Co., Ltd. This reduction was executed through centralized bidding transactions, impacting the overall shareholding structure of the company [1][2]. Group 1: Shareholding Changes - Shenzhen Lian Tai reduced its holdings by a total of 6,747,500 shares, which represents a decrease of 1.02% in its shareholding [1]. - The reduction occurred between April 24, 2025, and May 12, 2025, due to the shareholder's need for liquidity [1]. - Prior to the reduction, Shenzhen Lian Tai held 3,264.07 million shares, accounting for 4.91% of the total share capital [1]. Group 2: Shareholder Information - Shenzhen Lian Tai is identified as a significant shareholder and is not the largest shareholder or actual controller of the company [1]. - The nature of the shares held by Shenzhen Lian Tai includes 3,264.07 million unrestricted shares, with no restricted shares reported [1]. - The company confirmed that the shareholding change does not violate any laws or regulations, including the Securities Law and the Management Measures for the Acquisition of Listed Companies [1][2].

特此公告。 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有任何虚假记载、误导 性陈述或者重大遗漏。 本公司收到公司股东深圳市联泰房地产开发有限公司（以下简称"深圳联泰"）的《告 知函》，告知公司深圳联泰通过集中竞价交易合计减持公司股份 6,747,500 股，变动股份比 例超过 1%。现将相关情况公告如下： | 1．基本情况 | | | --- | --- | | 信息披露义务人 | 深圳市联泰房地产开发有限公司 | | 住所 | 深圳市福田区竹子林联泰大厦 1105 室 | | 权益变动时间 2025 | 年 4 月 24 日至 2025 年 5 月 12 日 | | | 因自身资金需要，深圳联泰于 2025 年 4 月 24 日至 2025 年 5 | | 权益变动过程 月 12 | 日期间通过集中竞价交易合计减持公司股份 6,747,500 | | 股，变动股份比例超过 | 1%。 | | 股票简称 中洲控股 | 股票代码 000042 | | 变动类型 | | | （可多 增加□ 减少☑ | 一致行动人 有☑ 无□ | | 选） | | | 是否为第一大股东或实际控制人 | 是□ 否☑ | ...

Group 1: Project Delivery and Profitability - The first batch of contracts for the Huangjintai project is scheduled for delivery in June 2026, with the company aiming for completion by December 2025 [2] - The profitability of the project will be confirmed after the financial statements are finalized [2] Group 2: Strategic Planning and Market Focus - The company will continue to focus on its core business and concentrate resources in the Guangdong-Hong Kong-Macao Greater Bay Area, with cautious acquisition of new projects planned for the future [2] - The remaining units of the Yingxi Phase III residential project were put on sale on April 29, 2025, with further details to be provided through public announcements [3] Group 3: Impact of Real Estate Policies - Recent real estate policies have positively influenced the stability of the market, and the company will closely monitor policy changes to drive project sales [3] Group 4: Financial Performance - The net cash flow from operating activities for the year 2024 was 5.656 billion yuan, an increase of 4.304 billion yuan compared to the previous year, representing a growth rate of 318.39% [3] - The year-end balance of cash and cash equivalents was 3.64 billion yuan, up from 780 million yuan in the previous year, reflecting a net increase of 2.86 billion yuan [3]

Financial Performance - The company's operating revenue for Q1 2025 was ¥1,050,310,413.82, a decrease of 38.31% compared to ¥1,702,647,774.90 in the same period last year[5] - Net profit attributable to shareholders increased by 61.63% to ¥138,754,958.09 from ¥85,845,683.73 year-on-year[5] - Basic earnings per share rose by 61.66% to ¥0.2087 from ¥0.1291 in the same period last year[5] - Net profit for the current period is ¥140,425,623.78, an increase of 71.4% compared to ¥81,868,463.75 in the previous period[21] - Total comprehensive income reached ¥140,425,623.78, compared to ¥81,868,463.75 in the previous period, indicating a significant increase[22] - The company reported a net profit attributable to the parent company of ¥138,754,958.09, compared to ¥85,845,683.73 in the previous period, reflecting a growth of approximately 61.5%[22] Cash Flow - The net cash flow from operating activities surged by 194.52% to ¥2,662,612,137.52, compared to ¥904,036,223.39 in the previous year[5] - Net cash flow from operating activities was ¥2,662,612,137.52, up from ¥904,036,223.39, representing an increase of about 194.5%[22] - Cash inflow from investment activities totaled ¥380,628,382.30, compared to ¥20,161,712.65 in the previous period, showing a substantial rise[23] - Net cash flow from investment activities was ¥78,622,537.46, a turnaround from a negative cash flow of ¥2,528,549.67 in the previous period[23] - Cash and cash equivalents at the end of the period amounted to ¥4,213,607,718.50, up from ¥1,533,510,018.06, indicating a growth of approximately 174.5%[23] - The company received ¥96,462,143.13 in tax refunds, compared to ¥9,875,088.20 previously, marking an increase of about 876.5%[22] - The company reported a decrease in financing cash flow of 1,344.02% to -¥217,119.14 million, mainly due to increased repayments of partner loans[12] - Total cash outflow from financing activities was ¥2,171,198,837.57, significantly higher than ¥160,426,820.91 in the previous period[23] - The company did not report any cash inflow from financing activities related to new investments or loans during the period[23] Assets and Liabilities - Total assets at the end of the reporting period were ¥31,421,127,629.97, an increase of 2.58% from ¥30,630,701,685.23 at the end of the previous year[5] - Total current assets increased to ¥26,179,904,988.91 from ¥25,289,502,897.87, reflecting a growth of approximately 3.53%[17] - Total liabilities are ¥28,143,368,552.94, up from ¥27,560,148,232.18 in the previous period[19] - The equity attributable to the parent company is ¥3,470,688,870.64, an increase from ¥3,277,023,296.88 in the previous period[19] - The company reported a significant increase in contract liabilities, rising to ¥9,756,124,972.03 from ¥7,231,504,987.89, reflecting a growth of 35%[19] Shareholder Information - Total number of common shareholders at the end of the reporting period is 16,830[14] - The largest shareholder, Shenzhen Zhongzhou Group, holds 52.63% of shares, totaling 349,874,513 shares, with 270,000,000 shares pledged[14] Investments and Expenses - The net cash flow from investing activities increased significantly by 3,209.39% to ¥78,622.25 million, driven by higher cash received from the disposal of subsidiaries[12] - Research and development expenses decreased to ¥1,306,629.49 from ¥1,957,230.05, a reduction of 33.3%[20] - The company recorded investment income of ¥6,750,390.73, compared to ¥6,004,412.87 in the previous period, indicating a growth of 12.4%[20] Other Financial Metrics - The company's weighted average return on equity improved to 4.10%, up from 1.49% in the previous year[5] - Cash and cash equivalents rose to ¥4,246,634,993.38 from ¥3,671,973,073.10, an increase of about 15.63%[17] - Accounts receivable increased to ¥340,146,151.92 from ¥314,948,297.72, showing a growth of approximately 7.97%[17] - Inventory slightly increased to ¥18,424,012,271.12 from ¥18,390,893,348.61, a marginal rise of about 0.18%[17] - Non-current assets include long-term equity investments valued at ¥221,865,796.48, down from ¥228,934,788.05[17] - Investment properties are valued at ¥2,813,276,186.77, a slight increase from ¥2,811,348,332.71[17] - The company has no outstanding loans or advances as of the reporting date[17] - The company has not disclosed any new product developments or market expansion strategies in the provided content[16]

Financial Performance - The company reported a basic earnings per share of -3.0454 yuan for 2024, a decrease of 9.75% compared to -2.7749 yuan in 2023 [1] - The net profit for 2024 was -20.25 billion yuan, which is a 9.76% decline from -18.45 billion yuan in 2023 [1] - The operating revenue decreased by 43.26% to 43.24 billion yuan in 2024 from 76.21 billion yuan in 2023 [1] - The return on equity was -44.93% in 2024, a significant drop from -26.63% in 2023 [1] - The net asset per share fell by 42.87% to 4.93 yuan in 2024 from 8.63 yuan in 2023 [1] Shareholder Structure - The top ten unrestricted shareholders hold a total of 45,102.35 million shares, accounting for 67.9% of the circulating shares, with an increase of 379.63 million shares compared to the previous period [2] - Shenzhen Zhongzhou Group Co., Ltd. remains the largest shareholder with 34,987.45 million shares, representing 52.68% of the total share capital [3] - New entrants among the top shareholders include Li Zairong with 513.88 million shares and Shanghai Maple Leaf Forest Private Fund Management Co., Ltd. with 220.88 million shares [3] Dividend Policy - The company has decided not to distribute dividends or increase capital [3]

股票代码：000042 股票简称：中洲控股 公告编号： 2025－25 号 深圳市中洲投资控股股份有限公司 关于授权购买金融机构理财产品的公告 （1）理财资金为公司闲置资金，理财余额不超过最近一期经审计净资产 40%。 （2）理财产品类别为金融机构发行的理财产品、债券、货币型基金等。 （3）单笔理财期限根据实际购买产品设定，7 天、14 天、28 天等，最长不超过 1 年； 可在理财资金限额、期限内滚动理财。 2、为提高理财业务办理效率，申请授权本公司管理层在理财资金额度（即不超过公司 最近一期经审计净资产 40%）的范围内行使理财投资决策权，决策程序根据《委托理财管理 制度》相关规定执行，授权期限至 2026 年 4 月 30 日。 3、公司第十届董事会第九次会议于 2025 年 4 月 24 日召开，审议通过《关于授权购买 金融机构理财产品的议案》，董事会同意对公司本次授权购买金融机构理财产品事项。 4、本次申请理财额度不超过公司最近一期经审计净资产的 40%，不属于关联交易，该事 项无需提交公司股东大会审议。 二、资金来源 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有任何虚假记载、误导 性 ...

深圳市中洲投资控股股份有限公司（以下简称"公司"）已于 2025 年 4 月 26 日在巨潮 资讯网上披露了《中洲控股 2024 年度报告全文》及《中洲控股 2024 年度报告摘要》。为便 于广大投资者更加全面深入地了解公司经营业绩、发展战略等情况，公司定于 2025 年 04 月 30 日（星期三）15:30-16:30 在"价值在线"（www.ir-online.cn）举办深圳市中洲投资控 股股份有限公司 2024 年度业绩说明会，与投资者进行沟通和交流，广泛听取投资者的意见 证券代码：000042 证券简称：中洲控股 公告编号：2025-30号 深圳市中洲投资控股股份有限公司 关于举办 2024 年度业绩说明会的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有任何虚假记载、误导 性陈述或者重大遗漏。 重要内容提示： 会议召开时间：2025 年 04 月 30 日（星期三）15:30-16:30 会议召开方式：网络互动方式 会议召开时间：2025 年 04 月 30 日（星期三）15:30-16:30 会议召开方式：网络互动方式 会议召开地点：价值在线（www.ir-online.cn） ...