北京市中伦律师事务所 补充法律意见书（一） 2025 年 10 月 关于招商局蛇口工业区控股股份有限公司 向特定对象发行优先股的 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty | | | 北京市中伦律师事务所 关于招商局蛇口工业区控股股份有限公司 向特定对象发行优先股的 补充法律意见书（一） 致：招商局蛇口工业区控股股份有限公司 北京市中伦律师事务所（以下简称"本所"）接受招商局蛇口工业区控股股 份有限公司（以下简称"发行人"或"公司"）的委托，担任发行人向特定对象 发行优先股（以下简称"本次发行" ...

转自：证券时报 人民财讯10月30日电，招商蛇口(001979)10月30日发布2025年三季报，公司第三季度营业收入382.81亿 元，同比增长43.18%；净利润10.49亿元，同比下降11.38%。2025年前三季度营业收入897.66亿元，同 比增长15.07%；净利润24.97亿元，同比下降3.99%。 ...

招商蛇口10月30日公告，2025年第三季度实现营业收入382.81亿元，同比增长43.18%；归属于上市公司 股东的净利润10.49亿元，同比下降11.38%；基本每股收益0.11元。前三季度实现营业收入897.66亿元， 同比增长15.07%；归属于上市公司股东的净利润24.97亿元，同比下降3.99%；基本每股收益0.25元。 ...

招商局蛇口工业区控股股份有限公司 2025 年第三季度报告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈述或重大遗漏。 重要内容提示： 1.董事会及董事、高级管理人员保证季度报告的真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏，并承担个 别和连带的法律责任。 2.公司负责人朱文凯、主管会计工作负责人余志良及会计机构负责人袁斐(会计主管人员)声明：保证季度报告中财务信息 的真实、准确、完整。 3.第三季度财务会计报告未经审计。 证券代码：001979 证券简称：招商蛇口 公告编号：【CMSK】2025-109 招商局蛇口工业区控股股份有限公司 2025 年第三季度报告 注 2：年初至报告期末，公司经营活动产生的现金流量净额同比下降 75.81%，主要系房地产项目销售回款同比减少。 截至披露前一交易日的公司总股本： 截至披露前一交易日的公司总股本（股） 9,060,836,177.00 用最新股本计算的全面摊薄每股收益： 1 招商局蛇口工业区控股股份有限公司 2025 年第三季度报告 一、主要财务数据 （一） 主要会计数据和财务指标 | | 本报告期 | 本报告期比上年 ...

Investment Rating - The report maintains an "Overweight" rating for the real estate sector [4][13]. Core Insights - The "14th Five-Year Plan" has been more explicit in addressing the demand side of real estate, emphasizing the removal of unreasonable restrictive measures and linking high-quality development and risk mitigation in real estate to national security capabilities [2][4]. - The report is optimistic about the industry entering a stable phase, with a continuous optimization of the blue-chip competitive landscape [4]. Summary by Sections Investment Recommendations - The report recommends maintaining an "Overweight" rating, highlighting the clearer expression of demand-side content in the "15th Five-Year Plan" compared to the "14th Five-Year Plan" [4]. - Key recommended stocks include: 1. Development: A-shares - Vanke A, Poly Developments, China Merchants Shekou, JinDi Group; H-shares - China Overseas Development 2. Commercial and Residential: China Resources Land, Longfor Group 3. Property Management: Wanwu Cloud, China Resources Vientiane Life, China Overseas Property, Poly Property, China Merchants Jiyu, New Dazheng 4. Cultural Tourism: Overseas Chinese Town A [4]. Policy Insights - The "15th Five-Year Plan" proposes the removal of unreasonable restrictions on consumption, including housing, and emphasizes the need for efficient land planning [4]. - It aims to enhance the management of land supply throughout the entire cycle and accelerate urban village renovations and urban renewal [4]. High-Quality Development - The report identifies five actionable paths for promoting high-quality development in real estate, including: 1. Strengthening fund supervision and enterprise financing to protect buyers' rights 2. Transitioning from an incremental to a stock model in housing supply 3. Focusing on improving housing supply to meet demand changes in key cities 4. Enhancing the quality of new housing products 5. Emphasizing maintenance of existing housing and advancing a housing pension system [4][6]. Risk Management - The report notes a shift in the central government's stance on real estate, focusing on preventing systemic risks while not reiterating the previous emphasis on housing as a place to live rather than a speculative asset [4][11].

Investment Rating - The investment rating for the real estate industry is "Outperform" based on the analysis of major companies [35]. Core Insights - As of Q3 2025, only 19% of the 27 major cities show signs of stabilization in the real estate market, with transaction volumes indicating a split where second-hand homes outperform new homes [38][39]. - New and second-hand home prices continue to decline on a quarter-on-quarter basis, with new home prices seeing expanded declines in Q3 2025 after a period of narrowing declines since October 2024 [39][41]. - Inventory pressure remains significant, with over 80% of cities having new home clearance cycles exceeding 18 months, indicating a persistent supply-demand imbalance [38][41]. Summary by Sections 1. Transaction Decline and Lengthening Clearance - The real estate market is characterized by a decline in transaction volumes and an increase in clearance cycles, reflecting local policy differences and reliance on land finance [5][9]. 2. Price Trends in Q3 - New home prices experienced an expanded decline in Q3 2025, while second-hand home prices followed a similar trend, indicating a lack of sustained recovery [11][16]. - Despite some cities showing signs of price stabilization, the overall trend remains uncertain, with significant variations across different cities [12][20]. 3. Transaction Numbers and Recovery - The overall market shows weak recovery, with first-tier cities slightly outperforming second-tier cities, which continue to face negative growth in new home transactions [40][29]. - First-tier cities saw a 5% year-on-year increase in new home transactions by September, while second-tier cities maintained a -16% year-on-year decline [40][29]. 4. Weakened Demand and Rising Inventory Cycles - Demand has weakened, leading to rising inventory cycles, particularly in first-tier cities where clearance cycles have increased to 19.9-21.1 months [41][31]. - Second-tier cities face even higher inventory pressures, with clearance cycles reaching a three-year high of 24.8 months due to weak new home transactions and structural issues [41][31].

Key Highlights - Cambridge Technology currently does not produce chips containing CPO technology [1] - TCL Technology plans to invest 29.5 billion yuan in the construction of an 8.6-generation printed OLED production line [1] - Huakang Clean has won the bid for a "medical service construction project" [1] - Aotewei intends to acquire an 8.99% stake in its subsidiary Songci Electromechanical [1] - Shanghai Yizhong plans to repurchase shares worth 30 million to 35 million yuan [1] - Huaton Co. reported a pig sales revenue of 338 million yuan in August [1] - Tianma Technology has accumulated approximately 11,921.59 tons of eel out of the pool from January to August [1] - Mars Man's controlling shareholder plans to reduce holdings by no more than 2.94% [1] - Zhiwei Intelligent's actual controller plans to reduce holdings by no more than 2.9749% [1] - Donglin Investment plans to reduce holdings in Jin'an Guoji by no more than 2.878% [1] - Zhonglun New Materials intends to issue convertible bonds not exceeding 1.068 billion yuan [1] - Tuojing Technology plans to raise no more than 4.6 billion yuan through a private placement [1] Investment Projects - TCL Technology (000100.SZ) plans to invest 29.5 billion yuan in the construction of an 8.6-generation printed OLED production line [1] - Guangdong Jianke (301632.SZ) intends to invest in the implementation of the second phase of the Guangdong Jianke·Zhongshan Smart Gathering Project [1] - Nanfeng Co. (300004.SZ) plans to invest 50 million yuan in fixed assets for a 3D printing service project [1] Contracts and Acquisitions - Huakang Clean (301235.SZ) has won the bid for a "medical service construction project" [1] - Aotewei (688516.SH) intends to acquire an 8.99% stake in its subsidiary Songci Electromechanical [1] - Tianhua New Energy (300390.SZ) plans to acquire a 75% stake in Suzhou Tianhua Times [1] Share Buybacks - Chuangyuan Co. (300703.SZ) plans to repurchase 1.55% to 2.05% of its shares [2] - Yishitong (688733.SH) intends to repurchase shares worth 30 million to 55 million yuan [2] - Shanghai Yizhong (688091.SH) plans to repurchase shares worth 30 million to 35 million yuan [2] Operational Data - Huaton Co. (002840.SZ) reported a pig sales revenue of 338 million yuan in August [2] - Tianma Technology (603668.SH) has accumulated approximately 11,921.59 tons of eel out of the pool from January to August [2] Shareholding Changes - Sudda Co. (001277.SZ) plans to reduce holdings by no more than 3% [2] - Mars Man (300894.SZ) plans to reduce holdings by no more than 2.94% [2] - Zhiwei Intelligent (001339.SZ) plans to reduce holdings by no more than 2.9749% [2] - Jin'an Guoji (002636.SZ) plans to reduce holdings by no more than 2.878% [2] Other Financial Activities - China Merchants Shekou (001979.SZ) plans to issue preferred shares to raise no more than 8.2 billion yuan for real estate project construction [2] - Zhonglun New Materials (301565.SZ) intends to issue convertible bonds not exceeding 1.068 billion yuan [2] - Keli'er (002892.SZ) plans to raise no more than 1.006 billion yuan through a private placement [2] - Tuojing Technology (688072.SH) plans to raise no more than 4.6 billion yuan through a private placement [2]

Investment Rating - The report maintains an "Overweight" rating for the real estate development and services sectors [8]. Core Insights - The "15th Five-Year Plan" emphasizes high-quality development in real estate, transitioning from quantity to quality, with a focus on improving housing quality and supply systems [2][4][6]. - The report suggests that product capability will be a core competitive advantage for real estate companies, reshaping market positions and competitive dynamics [2][6]. Summary by Sections Institutional Improvement - The government aims to enhance the foundational systems related to commercial housing throughout its lifecycle, focusing on development, financing, and sales regulations [3]. - A new safety management system for the entire lifecycle of housing is expected to be established, enhancing property quality and long-term value [3]. Supply System Enhancement - The focus of affordable housing supply will shift from merely increasing quantity to improving quality, with an emphasis on meeting the needs for improved housing [4]. - The report highlights the importance of tailored policies for different cities to address housing needs effectively [4]. Housing Quality Improvement - The concept of "good housing" is defined by five dimensions: standards, design, materials, construction, and maintenance, which will guide the market towards companies with strong product capabilities [5]. - The implementation of a safety management system and enhanced property service quality is anticipated to elevate service standards in the industry [5]. Long-term Policy Empowerment - The "15th Five-Year Plan" is expected to empower the long-term development of the industry, providing room for valuation recovery as the standard for "good housing" becomes more prominent [6]. - The report recommends focusing on companies with strong credit, good cities, and quality products, highlighting specific stocks for investment [6][10]. Recommended Stocks - The report lists several stocks with "Buy" ratings, including: - Greentown China (3900 HK) with a target price of 13.69 HKD - Yuexiu Property (123 HK) with a target price of 7.06 HKD - China Overseas Development (688 HK) with a target price of 19.08 HKD - China Resources Land (1109 HK) with a target price of 36.45 HKD - New World Development (16 HK) with a target price of 111.51 HKD [10][12].

Investment Rating - The report maintains an "Outperform" rating for the real estate industry [1] Core Insights - The report highlights structural opportunities in the third and fourth-tier housing markets despite challenges such as inventory overhang and weak demand [6][8] - It emphasizes that the market for "good houses" is stabilizing, with a willingness to pay for quality increasing among consumers in lower-tier cities [6][8] Summary by Sections Market Overview - The inventory clearance cycle in third and fourth-tier cities is relatively stable, with a longer average clearance period of 50.5 months compared to 35.1 months in first-tier cities [11] - Price adjustments in these cities are gradually shrinking, indicating a stabilization in housing prices [11] Land Acquisition Trends - Land acquisition competition is weaker in third and fourth-tier cities, with fewer new entrants due to the exit of distressed developers [14][30] - The land transaction premium in third-tier cities has decreased by 0.7 percentage points compared to the previous year, indicating a more favorable environment for project profitability [14][30] Consumer Preferences - There is a noticeable trend towards larger units in third and fourth-tier cities, driven by family-oriented living arrangements and lower price thresholds [21][16] - The acceptance of "good houses" is higher in these markets, with consumers willing to pay a premium for quality [21][16] Competitive Landscape - The number of developers active in third and fourth-tier cities has significantly decreased, leading to a more favorable competitive environment for established players [30][31] - Companies that have maintained a presence in these markets, such as China Overseas Development and Greentown China, are likely to benefit from improved project margins [35][41] Implications for Higher-Tier Markets - The report suggests that the trends observed in third and fourth-tier cities may also apply to first and second-tier markets, where a differentiation and quality improvement trend is expected to continue [80] - Core areas in first-tier cities are anticipated to stabilize and potentially see price recovery, particularly for high-quality properties [80]

Investment Rating - The report maintains a "Positive" investment rating for the real estate industry, indicating an expectation of returns exceeding the market benchmark by more than 5% [7]. Core Insights - The report presents a view that the reduction in industry risk assessment and the strengthening confidence in a medium to long-term recovery path are the main drivers for the recovery of real estate stocks. Although there is a short-term acceleration in the decline of the real estate market, expectations for enhanced policies in Q4 are rising, highlighting the value of quality real estate stocks [2][3]. Summary by Sections Policy Direction - The 20th Central Committee's Fourth Plenary Session has set the tone for promoting high-quality development in real estate, shifting the policy focus from short-term stimulus to exploring new development models. Key areas include urban renewal and the construction of "good houses" [3][4]. Urban Renewal Focus - Urban renewal, including the revitalization of urban villages, is emphasized as a critical direction. The central government has repeatedly stressed the importance of urban renewal, aiming to create comfortable and convenient livable cities. The focus will be on projects with strong community support and balanced financial plans, particularly in high-value urban core areas [4]. Market Dynamics - The report notes that since Q2 of this year, the new housing market has seen a decline in both volume and price. However, there is an expectation for supportive policies in Q4 to stabilize the market. Monetary and fiscal policies are anticipated to serve as tools for supporting the real estate sector [4]. Investment Recommendations - The report suggests specific investment targets, including China Merchants Shekou (001979, Buy), Poly Developments (600048, Buy), and Jin Di Group (600383, Hold) [5].