招商局蛇口工业区控股股份有限公司 前次募集资金使用情况鉴证报告 截至 2025 年 6 月 30 日止 KPMG Huazhen LLP 8th Floor, KPMG Tower Oriental Plaza 1 East Chang An Avenue Beijing 100738 China Telephone +86 (10) 8508 5000 Fax +86 (10) 8518 5111 Internet kpmg.com/cn 毕马威华振会计师事务所 (特殊普通合伙) 中国北京 东长安街 1 号 东方广场毕马威大楼 8 层 邮政编码:100738 电话 +86 (10) 8508 5000 传真 +86 (10) 8518 5111 网址 kpmg.com/cn 招商局蛇口工业区控股股份有限公司 前次募集资金使用情况鉴证报告 我们的责任是在实施审核工作的基础上对前次募集资金使用情况报告发表意见。我们按照 《中国注册会计师其他鉴证业务准则第3101号——历史财务信息审计或审阅以外的鉴证业务》 的规定执行了审核工作。该准则要求我们遵守职业道德守则，计划和实施审核工作以对前次募 集资金使用情况报告是否 ...

法律意见书 二〇二五年九月 北京市中伦（深圳）律师事务所 关于招商局蛇口工业区控股股份有限公司 2025 年第一次临时股东大会的 北京市中伦（深圳）律师事务所 关于招商局蛇口工业区控股股份有限公司 2025 年第一次临时股东大会的 法律意见书 致：招商局蛇口工业区控股股份有限公司 北京市中伦（深圳）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"贵公司"）的委托，就贵公司 2025 年第一次 临时股东大会（以下简称"本次股东大会"）召开的有关事宜，根据《中华人民 共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以 下简称"《证券法》"）、《上市公司股东会规则》（以下简称"《股东会规则》"） 等法律、法规、规章及《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，出具本法律意见书。 贵公司已向本所律师保证和承诺，其所提供的所有文件正本及副本均为真实、 完整、有效，公司已向本所律师披露一切足以影响本法律意见书出具的事实和文 件，且无任何隐瞒、疏漏之处。 为出具本法律意见之目的，本所委派律师（以下简称"本所律师"）现场列 席了贵公司本 ...

特别提示： 1、本次会议没有否决议案。 证券代码：001979 证券简称：招商蛇口 公告编号：【CMSK】2025-101 招商局蛇口工业区控股股份有限公司 2025 年第一次临时股东大会决议公告 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。 出席会议的股东及股东代理人526人，代表股份6,242,484,204股，占本公司有表决权 股份总数69.24%，现场出席股东大会的股东及股东代理人10人，代表股份5,298,295,593 股；通过网络投票的股东共516人，代表股份944,188,611股。 公司董事、监事及高级管理人员列席了会议，北京市中伦（深圳）律师事务所饶晓 敏律师、龙梓滔律师列会见证。 三、会议的表决情况 会议审议通过了全部议案，其中议案 1、3、4、5、6、7、9、11、12 以特别决议通 过。 各议案的具体表决情况如下： 议案 1、关于修订《公司章程》及其附件的议案 1 2、本次会议不涉及变更前次股东大会决议。 一、会议召开的情况 招商局蛇口工业区控股股份有限公司（以下简称"公司"或"本公司"）于2025年9月 13日在《中国证券报》、《证券时报 ...

融资融券余额7.72亿元，较昨日下滑9.06%。 融券方面，当日融券卖出6.44万股，融券偿还8900.0股，融券净卖出5.55万股，融券余量77.62万股，近3 个交易日已连续净卖出累计7.38万股，近20个交易日中有16个交易日出现融券净卖出。 | 交易日 | (船) 田樹虎城區 | | 融券余重(股) | 融券余额(元) | | --- | --- | --- | --- | --- | | 2025-09-26 | | 5.55万 | 77.62万 | 772.32万 | | 2025-09-25 | | 2200.0 | 72.07万 | 690.43万 | | 2025-09-24 | | 1.61万 | 71.85万 | 691.20万 | | 2025-09-23 | | 1.27万 | 70.24万 | 659.55万 | | 2025-09-22 | | 4.64万 | 68.97万 | 655.22万 | 证券之星消息，9月26日，招商蛇口（001979）融资买入6989.87万元，融资偿还1.48亿元，融资净卖出 7776.19万元，融资余额7.65亿元。 | 交易日 | 融资净买入( ...

存货是房地产企业库存的主体，而2022年之后新增的土地储备是当前房地产企业比较有盈利的库存。考 虑到2022-2024年之间新增的土地储备一般消化比较彻底(估计平均去化率在90%以上)，当前开发企业真 正可以谈论盈利能力的资产，除去投资性不动产，在开发部分就是2024年之后新获得的土地储备。这部 分土地储备对应货值的多寡，决定了公司未来优质可售货值的多寡。 智通财经APP获悉，中信证券发布研报称，2024年之后企业新获得的土地，是当前房企开发业务盈利能 力的主要来源。目前新房供给过大以及房价过高的情况已经明显缓解，市场具备止跌回稳的基础。在开 发业务层面，该行看好新货比较充分，营建好房子的能力较强，且新货布局区域集中在杭州、上海、成 都等地的公司。在经营性不动产领域，该行看好运营能力突出，资产组合优越的企业。 中信证券主要观点如下： 房企的新货是决定开发企业业绩和未来发展弹性的关键因素。 由于不同城市的人口流入年龄结构不同，土地供给的质量不同，库存去化压力也不同，新房市场的盈利 能力差异很大。该行认为，即便在当前偏弱的市场环境中，杭州、上海、成都三个城市在2024年之后新 增的土地储备，一般也能获得良好的回报 ...

Investment Rating - The report maintains an "Overweight" rating for the real estate industry [4] Core Views - The current monetary policy stance in China is supportive, with measures to optimize down payment ratios and mortgage rates, potentially reducing interest expenses for over 50 million households by approximately 300 billion yuan annually [10][11] - The real estate sector is viewed as an early-cycle indicator, making it a key economic barometer [4] - The competitive landscape in the industry is improving, with leading state-owned enterprises and select mixed-ownership and private companies expected to benefit more in the future [4] - The report emphasizes a focus on first-tier and select second- and third-tier cities, which have shown better performance during sales rebounds [4] - Supply-side policies, including land storage and management of idle land, are critical areas to monitor for future developments [4] Summary by Sections Market Overview - The real estate index decreased by 0.2% this week, underperforming the CSI 300 index by 1.22 percentage points, ranking 11th among 31 sectors [12] - In the past week, 30 cities recorded new housing transaction areas of 186.1 million square meters, a 20.0% increase month-on-month but a 23.6% decrease year-on-year [23] New Housing Transactions - New housing transaction areas in first-tier cities reached 55.8 million square meters, up 11.6% month-on-month and up 12.5% year-on-year [23] - Second-tier cities saw transactions of 91.0 million square meters, a 41.9% increase month-on-month but a 20.5% decrease year-on-year [23] - Third-tier cities recorded 39.2 million square meters, down 4.1% month-on-month and down 50.6% year-on-year [23] Second-Hand Housing Transactions - The total transaction area for second-hand housing in 14 sample cities was 198.9 million square meters, a 1.4% increase month-on-month and a 13.9% increase year-on-year [31] - Year-to-date, the cumulative transaction area for second-hand housing is 7,815.4 million square meters, reflecting a 17.3% increase year-on-year [31] Credit Bond Issuance - This week, 14 credit bonds were issued by real estate companies, totaling 14.781 billion yuan, a 67.61 billion yuan increase from the previous week [41] - The net financing amount was 4.562 billion yuan, marking a significant increase of 111.56 billion yuan from the previous week [41]

Investment Rating - The report maintains a "Positive" rating for the real estate and property management sectors [3]. Core Views - The report suggests that the broad housing demand in China has reached a bottom, although the volume and price have not yet entered a positive cycle. It anticipates that the overall real estate market will continue to stabilize, with policies aimed at stopping the decline being further introduced. Core cities are expected to lead the recovery as they approach the bottom of the market [3][29]. - The "Good House" policy is expected to create a new development track with "new products, new pricing, and new models," which will improve the real estate market in core cities with lower penetration rates [3][29]. Industry Data Summary New Housing Transaction Volume - In the week of September 20-26, 2025, 34 key cities saw a total new housing transaction volume of 2.458 million square meters, a week-on-week increase of 17.2%. First and second-tier cities increased by 15.4%, while third and fourth-tier cities saw a significant rise of 43.8% [4][29]. - For September 2025, the total new housing transaction volume in 34 cities was 8.078 million square meters, a year-on-year increase of 6.3% [7][8]. Second-Hand Housing Transaction Volume - In the week of September 20-26, 2025, 13 key cities recorded a total second-hand housing transaction volume of 1.148 million square meters, a week-on-week increase of 3.8%. Cumulatively, September's transaction volume was 4.235 million square meters, a year-on-year increase of 21.2% [12][29]. New Housing Inventory - In the week of September 20-26, 2025, 15 key cities had a total of 1.48 million square meters of new housing launched, with a total inventory of 90.309 million square meters, reflecting a week-on-week increase of 0.6%. The average monthly deprecation period was 24.8 months, an increase of 1.8 months [20][29]. Policy and News Tracking - The report highlights significant government efforts to stabilize the real estate market, including over 1.6 trillion yuan in funding for key projects and a 52% annual increase in rental housing loans. Local governments are also implementing various supportive measures, such as home purchase subsidies and policies to improve land use efficiency [29][30]. - Shanghai has introduced new regulations to standardize balcony capacity and facade materials, while Dongguan has launched a new home purchase subsidy policy [29][30]. Company Dynamics - New City Holdings issued USD 1.6 billion in overseas bonds, while Poly Developments announced a plan to issue up to 15 billion yuan in corporate bonds. Other companies like China Merchants Shekou and CIFI Group are also actively engaging in financing activities [33][35]. Sector Performance Review - The SW Real Estate Index fell by 0.16%, underperforming the Shanghai and Shenzhen 300 Index, which rose by 1.07%. The report notes that the real estate sector ranked 11th among 31 sectors in terms of performance [41][44].

Investment Rating - The report maintains a "Positive" rating for the real estate and property management sectors [3][4]. Core Insights - The report indicates that the broad housing demand in China has reached a bottom, although the volume and price have not yet entered a positive cycle. It predicts that the overall real estate market will continue to stabilize, with policies aimed at stopping the decline and promoting recovery [3][4]. - The report highlights significant policy support, including over 1.6 trillion yuan allocated for three major projects to stabilize the real estate market and support the delivery of nearly 20 million housing units [31][32]. - The report emphasizes the emergence of a new development track driven by favorable housing policies, which will enhance the penetration of quality housing in core cities [3][4]. Industry Data Summary New Housing Transactions - For the week of September 20-26, 2025, new housing transactions in 34 key cities totaled 2.458 million square meters, a week-on-week increase of 17.2%. The transaction volume in first and second-tier cities rose by 15.4%, while third and fourth-tier cities saw a significant increase of 43.8% [4][12]. - In September, the total transaction volume for new homes in 34 cities was 8.078 million square meters, a year-on-year increase of 6.3% [7][8]. Second-Hand Housing Transactions - For the week of September 20-26, 2025, second-hand housing transactions in 13 key cities totaled 1.148 million square meters, a week-on-week increase of 3.8%. Cumulatively, September transactions were up 21.2% year-on-year [12][13]. Inventory and Supply - In the week of September 20-26, 2025, 15 key cities launched 1.48 million square meters of new housing, with a transaction volume of 950,000 square meters, resulting in a transaction-to-launch ratio of 0.64. The total available residential area in these cities was 90.309 million square meters, a week-on-week increase of 0.6% [21][22]. Policy and News Tracking - The report notes that various local governments are implementing policies to stabilize the real estate market, including subsidies for home purchases and regulations to improve housing quality [31][32]. - Shanghai has introduced new regulations to standardize balcony measurements and support the renovation of old residential areas [31][32]. Company Dynamics - New City Holdings issued USD 1.6 billion in overseas bonds, while Poly Developments announced a plan to issue corporate bonds not exceeding 150 billion yuan [38][39]. - The report tracks significant financing activities, including guarantees provided by major companies for their subsidiaries [38][39].

Core Viewpoint - The real estate industry is experiencing a positive shift in financing, with several companies successfully issuing bonds and notes, which is expected to enhance cash flow and restore market confidence during a period of deep adjustment [1][2][4]. Financing Developments - New City Development's subsidiary issued $160 million in secured notes, Poly Developments plans to issue up to 15 billion yuan in corporate bonds, and Wanda Group disclosed the issuance of 1 billion yuan in medium-term notes [1]. - The total bond financing for real estate companies reached 380.89 billion yuan in the first eight months of 2025, showing a slight year-on-year increase of 0.8% [1]. Credit Bond Market - Credit bonds are the mainstay of financing, accounting for 60.1% of the total financing structure, with 229.09 billion yuan raised in the first eight months [1]. - Companies are using credit bonds to replace high-interest debt, thereby reducing financing costs and alleviating debt pressure [2]. Project Financing and Support - The establishment of a "white list" mechanism for project financing has expanded the scale of financing, with over 7 trillion yuan supporting nearly 20 million housing units [2]. - The new financing model focuses on real estate projects rather than companies, ensuring reasonable financing needs are met while managing financial risks [2]. Innovative Financing Tools - The use of various innovative financing tools, such as operating property loans and public REITs, is shifting real estate financing from relying on new capital to activating existing assets [3]. - Major companies like China Merchants Shekou and Longfor Group have secured hundreds of billions in operating property loans to enhance liquidity and accelerate project delivery [3]. Overseas Financing - The successful issuance of $300 million in senior unsecured bonds by New City Holdings marked a significant step for private real estate companies in re-entering overseas capital markets [4]. - The issuance of $160 million in secured notes by New City Development's subsidiary is seen as a signal of improved market expectations for private real estate companies [4]. Future Outlook - The ongoing improvement in financing conditions is expected to support the stabilization of the real estate market and assist companies in transitioning to a dual development model of both development and operation [4]. - Companies are urged to utilize the newly available funds effectively to maintain the "guarantee delivery" principle and restore buyer confidence [4].

Group 1 - The company plans to provide a guarantee for its wholly-owned subsidiary, Shenzhen Taohuayuan Real Estate Co., Ltd., for a housing rental loan of RMB 1 billion with a term of 15 years [2][5] - The guarantee amount will not exceed RMB 1 billion, and the guarantee period will be three years from the due date of each debt [5][6] - The company has approved a total guarantee limit of RMB 31.6 billion for its subsidiaries, with a remaining balance of RMB 24.292 billion after this guarantee [3][6] Group 2 - Shenzhen Taohuayuan Real Estate was established in May 2012 with a registered capital of RMB 75 million, and it is fully owned by the company [4] - As of December 31, 2024, Taohuayuan Real Estate had total assets of RMB 778.6437 million and a net profit of RMB 78.2354 million [4] - The company has no external guarantees and is not listed as a dishonest executor [4] Group 3 - The company also plans to provide guarantees for its subsidiary, Shenzhen Zhaoyage Property Management Co., Ltd., for housing rental loans totaling RMB 58 million [21][23] - The guarantee for Zhaoyage will also be for a period of three years from the due date of each debt [23] - Zhaoyage was established in June 2015 with a registered capital of RMB 10 million and is fully owned by the company [22][23] Group 4 - The total external guarantees of the company and its subsidiaries amount to RMB 35.065 billion, which is 31.59% of the company's latest audited net assets attributable to shareholders [7][25] - There are no overdue guarantees or guarantees involved in litigation [8][25]