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 ...

Group 1 - The core viewpoint emphasizes the acceleration of high-level technological self-reliance and innovation as key drivers for economic growth, supported by national strategies and policies [4][9][16] - In September, the industrial added value above designated size grew by 6.5% year-on-year, indicating a recovery in growth rate, with a notable divergence between traditional and technology sectors [4][12][15] - The Producer Price Index (PPI) has remained stable for two consecutive months, reflecting a gradual "anti-involution" effect in the economy [4][15] Group 2 - The scale of private equity and venture capital funds in China has reached 14.4 trillion yuan, with state-owned science and technology innovation funds playing a crucial role in nurturing new productive forces [4][17] - Major industrial parks are adopting a "landlord + shareholder" transformation strategy, establishing multiple funds with scales reaching billions [4][18] - The AI infrastructure market is projected to grow by 122.4% year-on-year in the first half of 2025, with significant investments from tech giants like Nvidia and Alibaba Cloud [4][17][20] Group 3 - Ten investment events focusing on "new productive forces" have been monitored, covering various sectors such as low-altitude economy and digital ecology [5][23] - Financing rates for group companies have shown a mild increase, providing funding assurance for project implementation [5][26][28] - The issuance of REITs in industrial parks is expanding, with 20 projects totaling approximately 130 billion yuan, accounting for about 25% of the total market value of REITs [6][29][30] Group 4 - The secondary market performance of park REITs has been under pressure, with a decline of 3.78% over the past six months, indicating challenges in valuation and market acceptance [6][30][31] - Several REIT projects are facing operational challenges, with some reporting losses, highlighting the need for improved cash flow and tenant retention strategies [6][33]

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]

Core Viewpoint - The luxury real estate market in Shanghai is experiencing a cooling trend, with a significant slowdown in sales and changing consumer behavior due to various factors including demand exhaustion, increased supply, and a shift in investment focus towards the stock market [3][5][9]. Group 1: Market Performance - The luxury project Feiyun Yufu launched 32 units at a starting price of 17.27 million, with an average price exceeding 110,000 per square meter, but only half of the units were sold in the latest release [1]. - Another luxury project, Jinmao Puyuan, had a subscription rate of approximately 102% for its second batch, with over 80 units sold, contrasting with its first batch that sold out in 26 minutes [3]. - Many luxury projects in Shanghai are seeing sales rates below 100%, with some popular developments achieving a maximum sales rate of around 80% and a minimum of 50% [5]. Group 2: Supply and Demand Dynamics - The luxury market is facing a supply influx, with numerous projects being launched simultaneously, leading to a broader selection for buyers and extended decision-making periods [3][5]. - The high transaction volume in the previous year has led to demand exhaustion, reducing current market momentum [3][5]. - The shift of high-net-worth individuals' investment from real estate to the stock market is contributing to the observed market slowdown [3][5]. Group 3: Competitive Landscape - State-owned enterprises are increasingly dominating the luxury market in Shanghai, with 80% of land transactions in 2025 being acquired by these entities [5][7]. - The competitive strategies among luxury developers are intensifying, with price wars emerging as companies like Jinmao and China Resources engage in competitive pricing to attract buyers [9][11]. - The focus on product differentiation is becoming crucial, as buyers are now more concerned with the actual presentation of properties, leading to increased investment in product quality by developers [13][15]. Group 4: Consumer Behavior - The luxury buyer demographic is exhibiting a trend towards slower decision-making, influenced by the variety of options available and the current market conditions [9][16]. - The presence of ample second-hand housing options is affecting the purchasing decisions of potential buyers, leading to a cautious approach in the luxury segment [16]. - The market for suburban new developments remains robust, indicating that demand for well-positioned properties still exists despite the overall slowdown in the luxury segment [16].

Core Viewpoint - The luxury real estate market in Shanghai is experiencing a slowdown, with a significant increase in supply and changing consumer behavior impacting sales performance [3][4][14]. Group 1: Market Performance - The luxury project Feiyun Yuefu launched 32 units with a starting price of 17.27 million, averaging over 110,000 per square meter [1]. - The project Jinmao Puyuan had a subscription rate of approximately 102% during its recent launch, but only about 80 units were sold out of 111 [2]. - Sales absorption rates for various luxury projects in Shanghai are below 100%, with some popular developments achieving rates between 50% and 80% [3]. Group 2: Supply and Demand Dynamics - The luxury market is facing a demand pullback due to previous high transaction volumes that exhausted potential buyers [3]. - A surge in luxury project launches has diversified buyer options, leading to longer decision-making periods [3][14]. - High-net-worth individuals are reallocating funds from the luxury real estate market to the stock market, further dampening demand [3][14]. Group 3: Competitive Landscape - State-owned enterprises are increasingly dominating the Shanghai real estate market, acquiring 80% of land parcels sold in 2025, with significant investments in urban renewal projects [5][6]. - The competitive strategies among luxury developers are intensifying, with price wars emerging between projects like Jinmao Puyuan and Huayun Wai Tan [9]. - Developers are focusing on product differentiation to attract buyers, leading to a trend of increased investment in property features [11][13]. Group 4: Consumer Behavior - Buyers are exhibiting a "slow decision-making" trend due to the abundance of choices and the current market conditions [7][14]. - The second-hand housing market's price adjustments are causing potential buyers to hesitate, impacting the luxury segment's sales [14][15]. - Despite the slowdown in the luxury segment, suburban projects are still attracting interest, indicating a shift in buyer preferences [15].