招商局蛇口工业区控股股份有限公司 2025 年半年度报告全文 证券代码：001979 证券简称：招商蛇口 公告编号：【CMSK】2025-079 | 第一节 | 重要提示、目录和释义 1 | | --- | --- | | 第二节 | 公司简介和主要财务指标 3 | | 第三节 | 管理层讨论与分析 6 | | 第四节 | 公司治理、环境和社会 44 | | 第五节 | 重要事项 46 | | 第六节 | 股份变动及股东情况 62 | | 第七节 | 债券相关情况 66 | | 第八节 | 财务报告 71 | 1 2025 年半年度报告 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的真实、准确、完整，不存在虚假记载、误 导性陈述或者重大遗漏，并承担个别和连带的法律责任。 公司负责人蒋铁峰、主管会计工作负责人余志良及会计机构负责人袁斐声明：保证本半年度报告中财务报告的真实、 准确、完整。 本公司第四届董事会第三次会议审议通过了 2025 年半年度报告及摘要，董事长蒋铁峰董事因公务未能亲自出席本次 会议，授权董事、总经理朱文凯代为出席会议并行使表决权；董事张军立、聂 ...

智通财经APP获悉，国信证券发布研报称，当前楼市景气度未有显著回暖，地产基本面仍在磨底，8月 京沪先后出台需求端边际放松政策，在宏观经济承压和美元降息预期之下，政策加码空间打开，建议关 注地产板块博弈机会。9月推荐中国金茂(00817)、华润置地(01109)、招商蛇口(001979.SZ)、滨江集团 (002244.SZ)、绿城中国(03900)。 国信证券主要观点如下： 行业：京沪政策边际放松，基本面延续磨底。从统计局数据看，2025年1-7月，全国商品房销售额同 比-6.5%，降幅较1-6月扩大了1.0个百分点;商品房销售面积同比-4.0%，降幅较1-6月扩大了0.5个百分 点。观察相对历史同期的销售规模，2025年7月，商品房的销售额和销售面积分别相当于2019年同期的 43%和44%，均创下2022年以来历史同期新低。 新建商品房销售均价9613元/㎡，同比-2.6%，降幅较1-6月扩大了0.5个百分点。从城市维度看，新房 端，2025年7月，70城新建商品住宅销售价格同比-3.4%，降幅较6月收窄了0.3个百分点，自2024年11月 以来已连续9个月收窄;70城新房销售价格环比-0.3%，降幅与6 ...

Group 1: Elevator Renovation in Hangzhou - Hangzhou government has completed the renovation of 4,353 old residential elevators since the initiative started in July last year, benefiting 12,700 households across 2,993 building units [1] - The elevator renovation project is included in the provincial and municipal government’s livelihood projects for the year, with a target of updating 7,000 elevators [1] Group 2: China Overseas Development Financial Results - For the first half of 2025, China Overseas Development reported a revenue of approximately 83.22 billion yuan and a net profit attributable to shareholders of 8.599 billion yuan, representing a year-on-year decrease of 16.63% [2] Group 3: China Resources Land Financial Results - In the first half of 2025, China Resources Land achieved a revenue of approximately 94.921 billion yuan and a net profit attributable to shareholders of 11.88 billion yuan, showing a year-on-year growth of 16.22% [3] Group 4: Bright Real Estate Financial Results - Bright Real Estate reported a revenue of approximately 2.808 billion yuan for the first half of 2025, a year-on-year decrease of 8.12%, and a net loss of 398 million yuan, which is a significant reduction of 4,926.96% compared to the previous year [4] - The company generated a net cash flow from operating activities of 224 million yuan, reflecting a year-on-year increase of 110.25% [4] Group 5: China Merchants Shekou Transaction - China Merchants Shekou announced a share transfer agreement with China Merchants Jinling, involving the transfer of 100% equity of Shenzhen Taiziwan Commercial Storage Co., Ltd. for approximately 716 million yuan [5] - This transaction is classified as a related party transaction but does not constitute a major asset restructuring [5]

Group 1: Elevator Renovation in Hangzhou - Hangzhou government has completed the renovation of 4,353 old residential elevators since the initiative started in July last year, benefiting 12,700 households across 2,993 building units [1] - The elevator renovation project has been included in the provincial and municipal government’s livelihood projects for the year, with a target of updating 7,000 elevators [1] Group 2: Financial Performance of China Overseas Development - China Overseas Development reported a revenue of approximately 83.22 billion yuan for the first half of 2025, with a shareholder profit of 8.599 billion yuan, representing a year-on-year decrease of 16.63% [2] Group 3: Financial Performance of China Resources Land - China Resources Land achieved a revenue of approximately 94.921 billion yuan in the first half of 2025, with a shareholder profit of 11.88 billion yuan, reflecting a year-on-year increase of 16.22% [3] Group 4: Financial Performance of Bright Real Estate - Bright Real Estate reported a revenue of approximately 2.808 billion yuan for the first half of 2025, a year-on-year decrease of 8.12%, and a net loss of 398 million yuan, which is a significant reduction of 4,926.96% [4] - The company generated a net cash flow from operating activities of 224 million yuan, marking a year-on-year increase of 110.25% [4] Group 5: Equity Transfer by China Merchants Shekou - China Merchants Shekou announced the transfer of 100% equity of its subsidiary, Shenzhen Taiziwan Commercial Storage Investment Co., Ltd., to China Merchants Shipping for approximately 716 million yuan [5]

Core Viewpoint - The company plans to acquire 100% equity of Taiziwan Real Estate from China Merchants Shekou for 715.518 million RMB to obtain the entire ownership of the China Merchants Jiyu Building as self-use office property [1][2][3] Transaction Overview - The transaction price is based on an asset appraisal report by Guozhonglian, with the assessed value of the property being 715.518 million RMB as of December 31, 2024 [1][2][10] - The transaction constitutes a related party transaction as both the company and China Merchants Shekou are controlled by China Merchants Group [1][2][3] Financial Details - Taiziwan Real Estate has a net debt of approximately 200 million RMB as of the announcement date [2] - The assessed value of Taiziwan Real Estate shows an increase of 57.95011 million RMB compared to its book value, resulting in an appreciation rate of 426.05% [10][12] Property Details - The core asset involved in the transaction is the China Merchants Jiyu Building, located in Nanshan District, with a total area of 33,120.26 square meters [5][8] - The property has a land use period of 50 years, starting from August 8, 2016 [5] Assessment Methodology - The valuation was conducted using both the income approach and the asset-based approach, with the asset-based approach being deemed more suitable for this transaction [9][12] - The asset-based approach yielded a valuation of 715.518 million RMB, while the income approach yielded a lower valuation of 566.8114 million RMB [10][12] Purpose and Necessity of the Transaction - The acquisition aims to address the company's office space needs due to rapid growth, with employee numbers expected to reach 500 in the near future [15][16] - The company seeks to centralize its office operations to enhance efficiency and improve its corporate image [15][16] Approval Process - The transaction requires approval from the shareholders' meeting, with related parties abstaining from voting [17][18] - The board of directors has already reviewed and approved the transaction, with independent directors supporting the decision [17][18]

Group 1 - The report is based on the Chinese asset evaluation standards and pertains to the equity transfer involving Shenzhen Taiziwan Commercial and Residential Property Co., Ltd. [1] - The valuation report is prepared by Guozhonglian Asset Evaluation and Land Real Estate Appraisal Co., Ltd. [1] - The report is dated April 25, 2025, indicating a future assessment timeline for the involved parties [1] Group 2 - The contact information for the evaluation agency includes an address in Shenzhen, a website, and a phone number for verification purposes [1] - The report is identified with the reference number Guozhonglian Evaluation Report No. (2025) 3-0115, indicating its official status [1]

Group 1: Overview of Related Transactions - The company plans to sign an equity transfer agreement to transfer 100% equity of its wholly-owned subsidiary, Shenzhen Taiziwan Commercial Storage Co., Ltd., to China Merchants Energy Transportation Co., Ltd. for a price of RMB 715.518 million [1][9] - This transaction constitutes a related party transaction as both companies are controlled by China Merchants Group Co., Ltd. and does not qualify as a major asset restructuring [1][2] Group 2: Approval Process - The independent directors of the company held a special meeting and unanimously approved the related transaction with a vote of 3 in favor, 0 against, and 0 abstentions [2] - The board meeting on August 26, 2025, also saw non-related directors approve the transaction with a vote of 5 in favor, 0 against, and 0 abstentions, and it does not require shareholder approval [2] Group 3: Financial Information of Related Party - As of the end of 2024, China Merchants Energy Transportation had total assets of RMB 70.619 billion, total liabilities of RMB 29.770 billion, and net assets of RMB 40.849 billion [3] - For the first quarter of 2025, the company reported revenue of RMB 5.595 billion and a net profit of RMB 0.865 billion [3] Group 4: Details of the Target Company - Shenzhen Taiziwan Commercial Storage Co., Ltd. was established on September 22, 2015, with a registered capital of RMB 140 million and is fully owned by the company [3][4] - The main business involves holding and leasing the entire property rights of the China Merchants Jiyu Building located in the Taiziwan area of Shenzhen [4] Group 5: Financial Performance of the Target Company - As of the end of 2024, Taiziwan Commercial Storage had total assets of RMB 656 million, total liabilities of RMB 520 million, and a net asset of RMB 136 million [5] - For the first half of 2025, the company reported revenue of RMB 15 million and a net loss of RMB 1.1204 million [5] Group 6: Valuation and Pricing - The valuation of the equity transfer was based on an asset assessment report, with the asset-based method yielding a valuation of RMB 715.518 million, reflecting a 426.05% increase [6][7] - The income approach provided a lower valuation of RMB 566.8114 million, indicating a 316.72% increase [7] Group 7: Transaction Terms - The payment for the equity transfer will be made in three installments: 40% upon signing, 50% within 10 working days after signing the delivery confirmation, and 10% within four months after signing [9][10] - The company will ensure good management of Taiziwan Commercial Storage during the transition period, with profits going to China Merchants Energy and losses borne by the company [10] Group 8: Strategic Implications - The transaction aims to enhance the industrial concentration and economic vitality of the Taiziwan area by leveraging synergies between the two companies [10]

Core Viewpoint - The transaction involves the transfer of 100% equity of Taiziwan Commercial Storage Co., Ltd. from China Merchants Shekou to China Merchants Energy for approximately RMB 716 million, which is classified as a related party transaction but not a major asset restructuring [1][2]. Group 1: Transaction Details - The equity transfer price is based on the asset-based valuation method, which determined the total equity value of Taiziwan Commercial Storage at RMB 716 million [2]. - The payment for the equity transfer will be made in three installments: 40% (RMB 286 million) upon signing the agreement, 50% (RMB 358 million) within 10 working days after signing the delivery confirmation, and 10% (RMB 71.55 million) within four months after signing the delivery confirmation [2]. Group 2: Financial Performance - As of June 30, 2025, Taiziwan Commercial Storage reported total assets of RMB 339 million and net assets of RMB 135 million [1]. - For the first half of 2025, the company generated revenue of RMB 15 million and reported a net profit attributable to the parent of -RMB 1.12 million, with a net cash flow from operating activities of RMB 12 million [1]. Group 3: Future Cooperation and Strategic Intent - Post-transaction, existing leases for office space in the China Merchants Yiju Building will be retained, with provisions for potential adjustments communicated in advance [3]. - China Merchants Shekou will continue to provide property management services for the building, ensuring operational continuity [3]. - The strategic intent behind this transaction is to enhance the industrial cluster and economic vitality of the Shenzhen Taiziwan area by leveraging synergies between the two companies [3].

招商蛇口(001979)8月27日晚间公告，公司与招商轮船拟签订《深圳市太子湾商储置业有限公司100%股 权之股权转让协议》，将公司全资子公司深圳市太子湾商储置业有限公司（简称"太子湾商储置业"） 100%股权转让予招商轮船，标的股权转让价款为7.16亿元。深圳太子湾片区由招商蛇口整体开发、运 营，为持续做好产业落地，公司以深圳招商积余大厦为标的，引入招商轮船，将充分发挥协同效应，进 一步集聚航运服务、现代物流等高端产业资源，有效增强片区产业集聚度和经济活力。 ...

招商局蛇口工业区控股股份有限公司 关于签订太子湾商储置业股权转让协议涉及关联交易的公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、误导性 陈述或重大遗漏。 证券代码：001979 证券简称：招商蛇口 公告编号：【CMSK】2025-076 一、关联交易概述 招商局蛇口工业区控股股份有限公司（以下简称"招商蛇口"或"公司"） 与招商局能源运输股份有限公司（以下简称"招商轮船"）拟签订《深圳市太子 湾商储置业有限公司100%股权之股权转让协议》，将公司全资子公司深圳市太子 湾商储置业有限公司（以下简称"太子湾商储置业"或"目标项目"）100%股权 转让予招商轮船，标的股权转让价款为人民币71,551.80万元。 招商蛇口与招商轮船均为招商局集团有限公司实际控制的企业，按照《深圳 证券交易所股票上市规则》的相关规定，本次交易构成关联交易。本次交易未构 成《上市公司重大资产重组管理办法》规定的重大资产重组。交易生效所必需的 审批及其他程序详见本公告之"五、关联交易协议的主要内容"。 办公地址：上海市黄浦区中山东一路 9 号轮船招商局大楼 注册资本：814,380.6353 万元人民币 主营业务 ...