华泰联合证券有限责任公司关于华远地产股份有限公司 重大资产出售暨关联交易之2024年度持续督导的核查意见

Core Viewpoint - The independent financial advisor, Huatai United Securities, has confirmed the completion of a significant asset restructuring for Huayuan Real Estate, involving the sale of assets worth 468.14 million yuan, with all payments made and ownership transferred to Huayuan Group [3][4][12]. Group 1: Transaction Details - Huayuan Real Estate sold assets to Huayuan Group for a total price of 468.14 million yuan, with payment structured in installments and the first payment required to be at least 30% of the total price [3]. - The asset transfer has been officially completed, with Huayuan Group now holding 100% ownership of Huayuan Real Estate [3][4]. Group 2: Business Performance - In 2024, Huayuan Real Estate's operational focus shifted from real estate development to property and hotel management, following the asset restructuring [8]. - The company reported a significant decline in its real estate operations, with a 69% decrease in area under construction and an 85% drop in completed projects compared to the previous year [7]. - The total sales contract value for the year was 1.813 billion yuan, down 71% year-on-year, with cash receipts from sales also declining by 75% to 1.814 billion yuan [7]. Group 3: Financial and Operational Status - The company did not prepare a profit forecast for the asset sale and has no profit commitments associated with it [6]. - The independent financial advisor confirmed that the actual operational performance of the company aligns with the discussions and analyses presented in the 2024 annual report [10]. Group 4: Governance and Compliance - Huayuan Real Estate has been improving its corporate governance structure in compliance with relevant laws and regulations, ensuring effective operation and information disclosure [11][12]. - The independent financial advisor noted that the company has adhered to the commitments made during the restructuring process without any violations [5].