股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2026年3月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 廣州富力地產股份有限公司 呈交日期: 2026年4月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02777 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 3,752,367,344 | RMB | | 1 | RMB | | 3,752,367,344 | | 增加 / 減少 (-) | | | | | | | RMB | | | | 本月底結存 | | | 3,752,367,344 | RMB | | 1 | RMB | | 3,752,367,344 | 本月底法定/註冊 ...

Financial Performance - In 2025, the company reported a revenue of approximately 10.942 billion, with a gross loss of about 1.628 billion and an operating loss of around 8.872 billion, leading to an annual loss of approximately 16.601 billion [1] - The cash and cash equivalents at the end of 2025 were about 0.956 billion [1] Sales and Market Trends - Total contracted sales for 2025 were approximately 14.21 billion, with a sales area of about 1.8736 million square meters, derived from 179 projects across 26 provinces in China and 3 overseas countries [1] - First and second-tier cities contributed 59% to total contracted sales, while third-tier and below cities contributed 28%, and overseas sales accounted for 13% [1] - Residential sales made up 57% of total contracted sales, with villas at 6% and commercial and other sales at 37% [1] - The monthly fluctuation in contracted sales for 2025 was narrower compared to 2024, indicating a deeper market recognition of the industry's overall challenges [1] Debt and Financial Management - As of the end of 2025, the company had total borrowings of approximately 99.373 billion, with about 93.387 billion due within one year [2] - The company noted that despite policy adjustments, the financial performance of the real estate sector remained relatively weak, with contracted sales revenue not covering external expenditures [2] - The company initiated a second round of comprehensive restructuring of remaining priority notes in 2024, which was supported by over 77% of investors, allowing for further progression to court approval [3] Land Reserves - As of the end of 2025, the total construction area under development was approximately 7.514 million square meters, with a total saleable area of about 5.616 million square meters [2] - The total land reserve amounted to approximately 45.863 million square meters, with a saleable area of about 34.749 million square meters [2]

Group 1 - The board recommends the appointment of Mr. Zhou Aihua as an independent non-executive director, effective after the conclusion of the annual general meeting, subject to shareholder approval [1] - The board also suggests that Mr. Wu Youhua be appointed as the chairman of the remuneration committee following the resignation of Mr. Zheng Ercheng [1] - After Mr. Zhou Aihua's appointment, he will serve as a member of the audit committee, remuneration committee, and nomination committee [1] Group 2 - Mr. Zheng Ercheng is resigning as an independent non-executive director to focus more on other commitments, effective after the annual general meeting on May 29, 2026 [2] - Post-resignation, Mr. Zheng will no longer be a member of the audit committee, remuneration committee, or nomination committee [2]

Core Viewpoint - R&F Properties (富力地产) is expected to report significant net losses for the upcoming fiscal years, primarily due to the ongoing downturn in the Chinese real estate market and related impairments [1] Financial Performance - The company anticipates a net loss of approximately RMB 16.6 billion for the fiscal year ending December 31, 2025 [1] - For the fiscal year ending December 31, 2024, the projected net loss is RMB 17.789 billion [1] Industry Context - The persistent downturn in the Chinese real estate sector has led to a decline in revenue from property development [1] - Impairment provisions related to developed properties, properties held for sale, and other fixed assets are contributing factors to the expected losses [1]

Core Viewpoint - R&F Properties reported a significant decline in revenue and increased losses for the fiscal year 2025, indicating ongoing challenges in the real estate and hospitality sectors [2] Financial Performance - The company achieved a revenue of RMB 10.942 billion, representing a year-on-year decrease of 38.19% [2] - The loss attributable to shareholders was RMB 16.425 billion, which narrowed by 7.25% compared to the previous year [2] - Basic loss per share was RMB 4.3773 [2] Rental and Hotel Operations - Rental income from investment properties decreased by 24% from RMB 833 million in 2024 to RMB 632 million in the current year [2] - Hotel operating revenue plummeted by 61%, falling from RMB 4.373 billion to RMB 1.707 billion, primarily due to the cancellation of confirmations related to a subsidiary in September 2024 [2]

Core Viewpoint - R&F Properties (02777) reported a significant decline in revenue and increased losses for the fiscal year 2025, indicating ongoing challenges in the real estate sector [1] Financial Performance - The company achieved a revenue of RMB 10.942 billion, representing a year-on-year decrease of 38.19% [1] - The loss attributable to shareholders was RMB 16.425 billion, which narrowed by 7.25% compared to the previous year [1] - Basic loss per share was RMB 4.3773 [1] Rental Income and Hotel Operations - Rental income from investment properties decreased by 24% from RMB 833 million in 2024 to RMB 632 million in the current year [1] - Hotel operating revenue plummeted by 61%, falling from RMB 4.373 billion in the previous year to RMB 1.707 billion [1] - The significant drop in hotel revenue was primarily due to the cancellation of confirmations related to a subsidiary in September 2024 [1]

Economic Performance - The overall economic performance in China showed a GDP growth of approximately 5% compared to the previous year, with expectations for this growth trend to continue into 2026[4]. Real Estate Sector Performance - Despite policy adjustments, the real estate sector's financial performance in 2025 remained relatively weak, with sales revenue failing to cover external expenditures[5]. - The monthly sales figures for 2025 showed reduced volatility compared to 2024, indicating a deeper market understanding of the industry's overall challenges[9]. - The capital market activities have contracted, primarily limited to state-owned enterprises and investment-grade issuers, with expectations for recovery lagging behind improvements in the industry fundamentals[5]. Company Restructuring Efforts - The company successfully completed the restructuring of all ten priority notes, creating space for further debt reduction and asset disposal strategies[6]. - The restructuring plan received overwhelming support from over 77% of noteholders, allowing it to progress to court approval and formal implementation stages[8]. - The plan offers four options to noteholders, including a cash option at 5% of face value and a debt-to-equity swap[7]. - The company aims to prioritize resolving domestic disputes and managing offshore debt in 2026, despite the complexities involved[9]. - The company successfully extended the repayment obligations of domestic bonds by the end of 2025, reflecting a positive outlook on managing related arrangements[9]. Financial Performance - The company's revenue for the year ended December 31, 2025, was RMB 10,942,029, a decrease of 38.9% compared to RMB 17,701,425 in 2024[11]. - The cost of sales for 2025 was RMB 12,570,875, down from RMB 18,525,325 in 2024, resulting in a gross loss of RMB 1,628,846[11]. - The operating loss for 2025 was RMB 8,872,676, slightly improved from a loss of RMB 9,262,048 in 2024[11]. - The total comprehensive loss for the year was RMB 20,203,886, compared to RMB 17,852,883 in 2024, indicating a worsening financial position[12]. - Total assets decreased to RMB 268,865,633 in 2025 from RMB 290,592,833 in 2024, reflecting a decline of 7.5%[13]. - The company's total liabilities were RMB 260,713,766 in 2025, a slight decrease from RMB 262,136,118 in 2024[14]. - The net loss attributable to the owners of the company was RMB 16,425,379 for 2025, compared to RMB 17,709,538 in 2024, showing a reduction in losses[11]. - The company's cash and cash equivalents increased to RMB 956,199 in 2025 from RMB 787,385 in 2024, indicating improved liquidity[13]. - The company reported a significant increase in other income to RMB 862,567 in 2025, up from RMB 245,664 in 2024[11]. - The company's equity attributable to owners decreased to RMB 8,151,867 in 2025 from RMB 28,456,715 in 2024, reflecting a substantial decline in shareholder value[14]. Debt and Liabilities - The group recorded a loss attributable to owners of RMB 16.425 billion for the year ending December 31, 2025, with current liabilities exceeding current assets by approximately RMB 47.008 billion[20]. - Total bank borrowings and other debts amount to RMB 108.259 billion, with RMB 101.763 billion due within the next twelve months, while the group only has cash (including restricted cash) of RMB 3.059 billion[20]. - The group is unable to repay certain bank and other borrowings totaling RMB 36.613 billion as of December 31, 2025, and has received various demand letters and legal notices regarding these defaults[21]. - The group has proposed an offshore debt restructuring plan to significantly deleverage its foreign debt, with over 77% of the planned creditors of the outstanding principal agreeing to the revised restructuring support agreement as of December 12, 2025[23]. - An onshore debt restructuring plan has been proposed, with one bond totaling RMB 1.68 billion approved for restructuring in November 2025, aimed at alleviating short-term repayment pressure and optimizing the debt structure[24]. - The group is actively negotiating with existing lenders to extend, refinance, or restructure its borrowings, and has successfully extended several loans[25]. - The group continues to seek opportunities to sell equity in project development companies to generate additional cash inflow[25]. Cash Flow and Sales - The group is accelerating the pre-sale and sale of its developed and under-development properties to improve cash flow and is adjusting sales activities to meet changing market conditions[25]. - The group reported a total revenue of RMB 11,270,985 thousand, with property development contributing RMB 7,692,276 thousand, property investment RMB 813,603 thousand, and hotel operations RMB 1,726,950 thousand[35]. - The group experienced an annual loss of RMB 16,601,396 thousand, with the largest loss from property development at RMB 15,265,265 thousand[35]. - The group reported a net loss of RMB 16.601 billion for the year, an improvement from a net loss of RMB 17.789 billion in the previous year, primarily due to declining revenue in the real estate sector[78]. - The group had approximately 10,946 employees as of December 31, 2025, down from 21,819 in the previous year, with total employee costs around RMB 1.399 billion[82]. Auditor and Governance - The company's auditor expressed an inability to issue an opinion on the financial statements due to uncertainties regarding the company's ability to continue as a going concern[58]. - The company has proposed an action plan to address the auditor's inability to express an opinion, as detailed in the annual report[86]. - The company has adopted a standard code of conduct for securities transactions by directors and supervisors, confirming compliance for the fiscal year ending December 31, 2025[88]. - The company has maintained good corporate governance practices, adhering to the relevant laws and the Corporate Governance Code for the fiscal year ending December 31, 2025[89]. - The external auditor, Hong Kong Shinewing Certified Public Accountants Limited, confirmed that the financial statements for the fiscal year ending December 31, 2025, are consistent with the audited figures[90]. - The audit committee, composed of independent non-executive directors, reviewed the accounting policies and internal controls for the fiscal year ending December 31, 2025[91].

Core Viewpoint - R&F Properties (02777.HK) announced the resignation of independent non-executive director Zheng Ercheng, effective after the company's annual general meeting on May 29, 2026 [1] Group 1: Resignation Details - Zheng Ercheng will resign due to the need to allocate more time and energy to other matters [1] - Post-resignation, he will no longer serve as a member of the audit committee, remuneration committee, and nomination committee [1] Group 2: New Appointment - The board has proposed the appointment of Zhou Aihua as an independent non-executive director, effective after the annual general meeting [1] - This appointment is subject to shareholder approval at the annual general meeting [1]

Core Viewpoint - R&F Properties (02777) announced the resignation of independent non-executive director Mr. Zheng Ercheng, effective after the company's annual general meeting on May 29, 2026, due to his need to allocate more time and energy to other matters [1] Group 1 - Mr. Zheng will also cease to be a member of the audit committee, the remuneration committee (where he served as chairman), and the nomination committee after his resignation [1] - The board proposed the appointment of Mr. Zhou Aihua as an independent non-executive director, effective after the annual general meeting, subject to shareholder approval [1] - The board also suggested that Mr. Wu Youhua, an independent non-executive director and member of the remuneration committee, be appointed as the chairman of the remuneration committee following Mr. Zheng's resignation [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 （於中華人民共和國註冊成立的股份有限公司） （股份代號：2777） (1) 獨立非執行董事辭任 (2)建議委任獨立非執行董事 (3)更改董事委員會之組成 (1) 獨立非執行董事辭任 廣州富力地產股份有限公司（「本公司」）董事會（「董事會」）茲宣佈，鄭爾城先生（「鄭 先生」）因需要投放更多時間及精力於其他事務上而辭任本公司獨立非執行董事，將自本公 司於二零二六年五月二十九日舉行的股東週年大會（「股東週年大會」）結束後生效。他於 辭任後亦不再為本公司審核委員會（「審核委員會」）成員、本公司薪酬委員會（「薪酬委 員會」）成員兼主席以及本公司提名委員會（「提名委員會」）成員。 鄭先生已確認，彼與本公司董事會並無意見分歧，且概無有關彼辭任的事項需提請本公司股 東（「股東」）垂注。 董事會謹此對鄭先生於任期內對本公司所作出的寶貴貢獻深表謝意。 (2) 建議委任獨立非執行董事 董事會建議委任周藹華先生（「周先生」）為 ...