中信建投证券股份有限公司 招商证券股份有限公司 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 之 申请转让保荐书 联席保荐人（联席主承销商） （北京市朝阳区安立路 66 号 4 号楼） （深圳市福田区福田街道福华一路 111 号） 二〇二五年九月 3-3-1 | 释 义 5 | | --- | | 一、发行人概况 7 | | （一）发行人基本情况 7 | | （二）发行人主营业务情况 7 | | （三）发行人最近三年主要经营和财务数据及指标 8 | | （四）发行人存在的主要风险 10 | | 二、本次申请转让的证券发行情况 21 | | （一）发行优先股的种类和面值 21 | | （二）发行方式、发行对象或发行对象范围及向原股东配售的安排、是否分 | | 次发行 21 | | （三）票面金额、发行价格或定价原则 21 | | （四）票面股息率或其确定原则 21 | | （五）优先股股东参与分配利润的方式 22 | | （六）回购条款 23 | | （七）表决权的限制和恢复 24 | | （八）清偿顺序及清算方法 26 | | （九）信用评级情况及跟踪评级安排 26 | | （十）担保方式及担 ...

招商局蛇口工业区控股股份有限公司 财务报表及审计报告 2022 年 12 月 31 日止年度 6-1-1 招商局蛇口工业区控股股份有限公司 德师报(审)字(23)第 P02108 号 (第1页,共4页) | 内容 | 页码 | | --- | --- | | 审计报告 | 1 - 4 | | 合并及母公司资产负债表 | 5 - 8 | | 合并及母公司利润表 | 9 - 11 | | 合并及母公司现金流量表 | 12 - 13 | | 合并及母公司股东权益变动表 | 14 - 17 | | 财务报表附注 | 18 - 196 | 6-1-2 招商局蛇口工业区控股股份有限公司全体股东: 财务报表及审计报告 2022年 12月 31 日止年度 一、审计意见 我们审计了招商局蛇口工业区控股股份有限公司(以下简称"招商蛇口")的财务报表,包 括 2022年 12月 31 日的合并及母公司资产负债表,2022年度的合并及母公司利润表、合并及 母公司现金流量表、合并及母公司股东权益变动表以及相关财务报表附注。 Deloitte. 审计报告 我们认为,后附的财务报表在所有重大方面按照企业会计准则的规定编制,公允反映了招 商 ...

中信建投证券股份有限公司 招商证券股份有限公司 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 之 发行保荐书 联席保荐人（联席主承销商） 二〇二五年九月 3-1-1 招商蛇口向特定对象发行优先股申请文件 发行保荐书 声 明 中信建投证券股份有限公司、招商证券股份有限公司及本项目保荐代表人冯 强、张松和郭文倩、李明泽根据《中华人民共和国公司法》《中华人民共和国证 券法》等有关法律、法规和中国证监会的有关规定以及深圳证券交易所的有关业 务规则，诚实守信，勤勉尽责，严格按照依法制订的业务规则、行业执业规范和 道德准则出具本发行保荐书，并保证发行保荐书的真实性、准确性和完整性。 3-1-2 | 释 | 义 4 | | --- | --- | | 第一节 | 本次证券发行基本情况 6 | | | 一、联席保荐人名称 6 | | | 二、联席保荐人负责本次向特定对象发行项目组成员情况 6 | | | 三、本次保荐发行人证券发行的类型 9 | | | 四、本次保荐的发行人基本情况 9 | | | 五、联席保荐人和发行人关联关系的核查 14 | | | 六、联席保荐人的内部审核程序和内核意见 17 | | | ...

Core Insights - In the first three quarters of 2025, the total sales of the top 100 real estate companies in China reached 26,065.9 billion yuan, a year-on-year decrease of 12.2%, although the decline narrowed by 1.1 percentage points compared to the previous eight months [1][3] - Poly Developments topped the sales chart with 201.7 billion yuan, becoming the only company among the top 100 to exceed 200 billion yuan [1][2] - The sales performance in September showed a month-on-month increase of 11.9%, with companies like Jianfa, Binjiang, Jinmao, and Poly Properties demonstrating strong sales [1] Sales Rankings - The top six companies by sales in the first nine months of 2025 are: 1. Poly Developments: 201.7 billion yuan 2. Greentown China: 178.5 billion yuan 3. China Overseas Property: 170.5 billion yuan 4. China Resources Land: 154.4 billion yuan 5. China Merchants Shekou: 140.66 billion yuan 6. Vanke: 100.29 billion yuan - Only these six companies have sales exceeding 100 billion yuan [1][4] Market Segmentation - The number of companies in different sales brackets has changed: - 6 companies in the 100 billion yuan and above category, unchanged from the previous year, with an average sales of 157.68 billion yuan - 7 companies in the 50 billion to 100 billion yuan category, down by one from the previous year, with an average sales of 71.6 billion yuan - 6 companies in the 30 billion to 50 billion yuan category, down by one from the previous year, with an average sales of 38.16 billion yuan - 40 companies in the 10 billion to 30 billion yuan category, down by four from the previous year, with an average sales of 16.4 billion yuan [3]

Core Insights - The top 100 real estate companies in China reported a total sales revenue of 26,065.9 billion yuan from January to September 2025, reflecting a year-on-year decline of 12.2%, although the decline rate narrowed by 1.1 percentage points compared to the previous month [1] - In September alone, the sales revenue of these companies increased by 11.9% month-on-month, indicating a slight recovery during the traditionally strong sales month [1] - The leading companies by sales volume include Poly Developments, Greentown China, China Overseas Land & Investment, China Resources Land, and China Merchants Shekou, with sales figures of 201.7 billion yuan, 178.5 billion yuan, 170.5 billion yuan, 154.4 billion yuan, and 140.6 billion yuan respectively [1] Sales Performance - A total of 72 out of the top 100 real estate companies experienced month-on-month growth in September 2025, with 45 companies showing growth rates exceeding 30% [3] - Among the top 10 companies, 7 reported an increase in operational amounts compared to the previous month [3] Market Trends - The new housing market saw a steady recovery in September 2025, with a 55% increase in supply across 30 monitored cities, marking the second-highest level of the year [4] - Transaction volume increased by 18% month-on-month, although it still showed a year-on-year decline of 5% [4] - Major cities like Beijing, Shanghai, and Shenzhen benefited from policy relaxations in August and September, leading to a notable increase in transaction volumes [4] - Despite the recovery in core cities, the overall market remains under pressure, with many cities experiencing relatively flat performance [4] - The industry anticipates that future policies will maintain a loose stance, focusing on stabilizing the market and expediting the implementation of existing measures [4]

Core Insights - The announcement by China Enterprise (600675.SH) regarding its subsidiary's acquisition of development rights for the C030301 unit 127b-23 plot in Shanghai's Xuhui District marks a significant step in the ongoing urban renewal project, which has a total transaction value exceeding 52.3 billion yuan [2][5][10]. Group 1: Project Overview - The East An urban renewal project consists of three residential plots, with a total transaction value of 523 billion yuan, breaking the previous record for land transactions in mainland China [5][10]. - The 127b-23 plot has begun construction, while the 125-31 and 127b-24 plots are expected to launch by the end of the year [3][10]. - The 127b-23 and 127b-24 plots are designated as pure residential areas, with floor prices exceeding 120,000 yuan per square meter [7][17]. Group 2: Developer Participation - The development of the three plots involves a consortium of state-owned enterprises, with only one private enterprise, Chenjia Development, participating [9][10]. - The acquisition structure includes debt assumption, allowing developers to manage financial pressures by leveraging future cash flows [10][12]. - China Overseas Development and China Merchants Shekou are key players in the project, with significant stakes in the 125-31 and 127b-24 plots [10][11]. Group 3: Market Implications - The high-end positioning and strategic location of the East An project are expected to significantly impact the luxury residential market in Xuhui District, potentially reshaping market dynamics [17][18]. - Recent sales data indicate strong demand for luxury properties in the area, with previous projects selling out quickly, suggesting a favorable market environment for the East An project [17][18]. - The project is anticipated to include unique commercial offerings, enhancing its appeal and aligning with the area's upscale development trajectory [18].

Core Insights - The total sales of the top 100 real estate companies in China for the first nine months of 2025 reached 26,065.9 billion yuan, a year-on-year decline of 12.2%, with the decline rate narrowing by 1.1 percentage points compared to January-August 2025 [1] - In September 2025, the monthly sales of the top 100 real estate companies increased by 11.9% month-on-month, with companies like Jianfa, Binjiang, Jinmao, and Poly Real Estate showing strong sales performance [1] Sales Performance by Company Tier - The average sales of the top 10 companies was 1280.9 billion yuan, down 11.2% year-on-year; the average sales for the 11-30 tier was 319.8 billion yuan, down 14.9%; for the 31-50 tier, it was 156.5 billion yuan, down 9.8%; and for the 51-100 tier, it was 74.6 billion yuan, down 12.9% [5][6] - The number of companies in various sales tiers changed, with 6 companies in the 1000 billion yuan tier (unchanged from last year), 7 in the 500-1000 billion yuan tier (down 1), 6 in the 300-500 billion yuan tier (down 1), and 40 in the 100-300 billion yuan tier (down 4) [10] Market Outlook - Core cities are continuing to optimize demand-side policies, leading to some market recovery, particularly in core cities like Shenzhen and Shanghai, which have implemented measures to ease purchasing qualifications and optimize property tax policies [11] - Despite the recovery in core cities, the overall market remains under pressure, with many cities experiencing relatively flat performance [11]

Core Insights - The article highlights the performance of China's top 100 real estate companies in terms of sales and market trends for the first nine months of 2025, indicating a mixed recovery in the housing market despite historical low levels of sales [16][18]. Sales Performance - In September 2025, the top 100 real estate companies achieved a sales turnover of 252.78 billion yuan, representing a month-on-month increase of 22.1% and a year-on-year increase of 0.4% [3][18]. - Cumulatively, from January to September 2025, the total sales amount reached 2,323.66 billion yuan, showing a year-on-year decrease of 11.8%, although the decline has narrowed by 1.3 percentage points [18]. Market Trends - The new housing market saw a steady recovery in September 2025, with supply increasing by 55% month-on-month, reaching the second-highest level of the year. New home transactions rose by 18% month-on-month but fell by 5% year-on-year [16][29]. - In the first nine months, 30 monitored cities recorded a total transaction area of 88.33 million square meters, reflecting a slight year-on-year decrease of 3% [3][29]. Company Rankings - The top three companies by sales turnover in September 2025 were Poly Developments (185.6 billion yuan), Greentown China (178.5 billion yuan), and China Overseas Land & Investment (162.4 billion yuan) [2][3]. - The sales threshold for the top 10 companies decreased by 2.3% year-on-year to 62.52 billion yuan, indicating a lower entry barrier compared to the previous year [20]. Future Outlook - The article predicts that new home transaction volumes may continue to hover at low levels in October 2025, with potential further increases in year-on-year declines due to high base effects from the previous year [30]. - The market is expected to experience continued differentiation among cities and projects, with core first- and second-tier cities maintaining higher transaction volumes due to stronger purchasing power [30].

Power Industry - As of the end of August, the cumulative installed power generation capacity in China reached 3.69 billion kilowatts, a year-on-year increase of 18.0% [2] - Solar power generation capacity reached 1.12 billion kilowatts, growing by 48.5% year-on-year, while wind power capacity reached 580 million kilowatts, increasing by 22.1% [2] - The average utilization hours of power generation equipment from January to August were 2,105 hours, a decrease of 223 hours compared to the same period last year [2] Energy Equipment Development - The "Guiding Opinions on Promoting High-Quality Development of Energy Equipment" was released, aiming for a self-controlled, high-end, intelligent, and green development of the energy equipment industry by 2030 [4] - The guidelines support the achievement of carbon peak and carbon neutrality goals, accelerating the new industrialization process [5] Renewable Energy Certificates - In August, 271 million green power certificates were issued, involving 306,500 renewable energy projects, with 152 million being tradable, accounting for 55.99% [8] - From January to August, a total of 1.878 billion green certificates were issued, with 1.277 billion being tradable [9] Hydropower - By the end of August, China's pumped storage power stations had a total installed capacity of 62.365 million kilowatts, achieving the "14th Five-Year Plan" target of 62 million kilowatts [6] - The continuous improvement in pumped storage capacity supports power supply and green transition [7] Carbon Market - As of the end of August, the national carbon emissions trading market recorded a cumulative transaction volume of nearly 700 million tons, with a transaction value of approximately 48 billion yuan [37] - The trading volume and value for 2024 have reached new highs since the market's launch in 2021, indicating significant progress in carbon market development [38] Energy Contracts - From January to August, China Power Construction Company signed 3,579 energy power projects with a total contract value of 516.24 billion yuan, a year-on-year increase of 14.3% [35] - Wind power contracts accounted for 811 projects worth 166.26 billion yuan, a significant increase of 61.27% year-on-year [35] Electric Vehicles - In August, the total import and export value of automotive goods was 25.81 billion USD, with exports increasing by 5.6% month-on-month and 13.2% year-on-year [43] - From January to August, 4.292 million vehicles were exported, a year-on-year increase of 13.7%, with new energy vehicle exports reaching 1.532 million, up 87.3% [43]

招商局蛇口工业区控股股份有限公司 董事会议事规则 （经公司 2025 年第一次临时股东大会审议通过） 第一章 总则 第一条 为明确招商局蛇口工业区控股股份有限公司（以下简称"公司"） 董事会的职责权限，规范公司董事会的议事方式和决策程序，促使公司董事和董 事会有效地履行其职责，提高公司董事会规范运作和科学决策水平，根据《中华 人民共和国公司法》（以下简称"《公司法》"）、《深圳证券交易所股票上市规 则》等有关法律、行政法规、规范性文件，以及《招商局蛇口工业区控股股份有 限公司章程》（以下简称"《公司章程》"）的有关规定，制定本规则。 第二章 董事会的组成和职权 第二条 公司依法设立董事会。董事会是公司的经营决策主体，定战略、 作决策、防风险，行使法律法规及《公司章程》赋予的职权。 第三条 公司董事会由 9 名董事组成，每届任期为三年。公司董事可由总 经理或者其他高级管理人员兼任，但兼任总经理或者其他高级管理人员职务的董 事，总计不得超过公司董事总数的二分之一。 有下列情形之一的，不能担任公司的董事： （一）无民事行为能力或限制民事行为能力； （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序， ...