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 ...

Core Insights - The Beijing land auction market is currently active, with several key plots being auctioned and some transitioning from pre-application to confirmed status [1][3]. Group 1: Land Auction Details - The Dahuimen 6038 plot has officially transitioned to confirmed status just before the pre-application deadline [1]. - The Dahuimen plot covers an area of 27,592.846 square meters, designated as R2 residential land, with a planned construction area of up to 63,463.546 square meters [2]. - The starting price for the Dahuimen plot is set at 1,904 million yuan, with a minimum bidding increment of 2 million yuan [2]. - The auction for the Dahuimen plot will begin on October 21, 2025, and the bidding will close on November 4, 2025 [2]. Group 2: Market Activity - The land auction market in October is notably busy, featuring two plots in Changping, one in Dahuimen, two F3 plots in Yizhuang, and one F3 plot in Tongzhou [3]. - There is another pre-application plot located on Qinian Street in Dongcheng, which will close on October 11, 2025, with uncertainty regarding its outcome [4]. - The Chaoyang District plot at Sun Palace has seen participation from nine real estate companies, including major players like China Overseas and Poly [5]. Group 3: Bidding Activity - The Sun Palace plot has received six bids, with the initial bid starting at 3,100 million yuan and increasing incrementally [6]. - Recent months have seen a decline in the land auction market, with the last notable premium rates recorded for plots in Haidian and Banbidian [6].

Performance Summary - The overall performance of the real estate market continues to bottom out, with 31% of the top 100 real estate companies showing year-on-year growth in performance [3][13] - From January to August 2025, the cumulative sales amount of the top 100 real estate companies was 20,708.8 billion, a decrease of 13.1% year-on-year, indicating a low level of sales activity [5][6] - The number of companies in the top 100 with sales growth is 31, with 23 companies experiencing growth greater than 20% [13][14] Financing Summary - In the first three quarters of 2025, financing for real estate companies decreased by 30% year-on-year, with a total financing amount of 307.2 billion [18][26] - The cost of domestic bond financing decreased to 2.57%, while the cost of offshore bond financing was significantly higher at 8.95% [27][30] - Approximately 85% of new financing in 2025 was attributed to state-owned enterprises, highlighting a disparity in financing access among different types of companies [30] Market Outlook - The market is expected to continue its bottoming trend, with local policies being optimized to support recovery, particularly in first-tier and strong second-tier cities [17][32] - The introduction of public REITs is seen as a potential solution for real estate companies to transition from heavy asset models to lighter operational models, aiding in debt repayment and liquidity [33][36] - The debt maturity pressure is expected to increase in 2025, with a peak in the third quarter, necessitating proactive debt management strategies from real estate companies [32][36]

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( ...

Core Insights - The Shanghai Xuhui Dong'an project, the largest urban renewal project in Shanghai's history, has made significant progress with the acquisition of 100% equity and related debts of Shanghai Xin Feng An Enterprise Development Co., Ltd. for 2.987 billion yuan [1][11] - The project involves three core residential land parcels, with the 127b-23 parcel being acquired by a consortium led by China Enterprises and Chenjia Development, marking a notable entry of a private enterprise into a project primarily dominated by state-owned enterprises [1][3] Company Involvement - China Enterprises, through its subsidiary Shanghai Lanzuan Real Estate Co., Ltd., acquired 70% of the equity in Xin Feng An for 2.091 billion yuan, while Chenjia Development acquired 30% for 896 million yuan [1] - Chenjia Development, established in November 2020, is the only private enterprise involved in the Dong'an project, with a focus on real estate investment and development [4][5] - The company has previously demonstrated strong performance in its projects, including a recent successful launch in the Putuo District, indicating its capability in high-end product development [5] Project Details - The 127b-23 land parcel covers an area of 25,179.34 square meters with a floor area ratio of 2.63, allowing for a total construction area of 66,221.66 square meters [5] - The project will consist of five residential buildings ranging from 17 to 25 stories, totaling 206 units and providing 635 parking spaces, with a parking ratio exceeding 1:3 [6] - The anticipated pricing for the units is expected to place them among the top luxury properties in Shanghai, with total prices potentially exceeding 33 million yuan and average unit prices over 60 million yuan [6] Market Context - The Dong'an urban renewal project is part of a larger initiative involving seven land parcels, including three purely residential sites and various mixed-use, medical, and educational facilities [8] - The total transaction value for the three residential land parcels reached approximately 52.303 billion yuan, with the 125-31 parcel setting a record for the highest single land price in the country [10] - The completion of the 127b-23 parcel's development marks a significant step in the overall project, which is expected to conclude its expropriation work by October 2024 [7][11]

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 ...

Core Viewpoint - The Beijing real estate market is experiencing a surge in supply and sales activity during the traditional peak season of September, driven by favorable seasonal conditions and supportive policies [1][9][11]. Supply and Demand Dynamics - In September, the Beijing Municipal Commission of Housing and Urban-Rural Development issued 25 pre-sale permits for 22 real estate projects, providing nearly 6,000 housing units [1][6]. - A significant supply peak occurred on September 13, with five projects obtaining pre-sale permits, releasing 1,943 units, which accounted for over 30% of the month's total supply [1][7]. Project Performance - Notable projects include Beijing Jian Gong Jia Tang Yun Xi, which achieved a 95% sales rate on its opening day, and Zhong Jian Yun He Jiu Yuan, which had a 52.75% sales rate with an average price of approximately 61,500 CNY per square meter [3][4]. - The sales strategies employed include "one-stop" services to streamline the purchasing process, significantly enhancing signing efficiency [5]. Regional Supply Distribution - The new projects are distributed across ten districts, with Chaoyang leading in project numbers (6 projects) and total supply (1,653 units), followed by Fengtai (4 projects, 757 units) and Tongzhou (2 projects, 844 units) [6][8]. - The total new housing supply in September exceeded the combined totals of July and August, indicating a robust market response [6]. Market Outlook - The market is expected to maintain its positive momentum, with analysts predicting an increase in transaction volumes for both September and October, supported by the introduction of quality projects in prime locations [10][11]. - Recent policy adjustments and a more lenient credit environment have stimulated reasonable housing demand, contributing to a positive feedback loop in market confidence [11].

Market Overview - A-shares experienced fluctuations with the Shanghai Composite Index down 0.65%, Shenzhen Component Index down 1.76%, and ChiNext Index down 2.60, with a total market turnover of 2.15 trillion yuan [1][2] - Over 3,400 stocks in the market declined, while traditional sectors like real estate, liquor, and banking showed resilience [1][2] Real Estate Sector - The real estate sector outperformed, with the real estate ETF (159707) rising over 1%, reaching a new high for the year, and seeing a net purchase of 23.5 million shares [1][3][5] - The implementation of new housing policies in Shanghai led to a significant increase in new home transactions, with a 30% month-on-month increase in the first week and a 19% increase overall for the month [5][6] - Analysts suggest that the easing of policies in major cities may lead to a short-term recovery in the housing market, with a focus on high-quality developers and those benefiting from debt relief and improved sales [5][6] Food and Beverage Sector - The food and beverage sector, represented by the food ETF (515710), showed a slight decline of 0.16%, with the overall performance of liquor stocks being weak [8][9] - Moutai's sales volume reportedly doubled, with significant growth observed in September, indicating a potential recovery in the liquor market [11][12] - The food ETF's underlying index is at a low valuation, suggesting a good opportunity for long-term investment [12][13] Hong Kong Market - The Hong Kong stock market faced declines, particularly in the internet and innovative drug sectors, with the Hong Kong Internet ETF (513770) down 2.6% and the Hong Kong Innovative Drug ETF (520880) down 1.44% [2][15] - Despite the downturn, there were signs of active buying in the innovative drug sector, indicating potential opportunities for investors [15][19] - Analysts maintain a positive long-term outlook for the Hong Kong market, suggesting that the technology sector may recover as it shifts focus from competition to AI-driven growth [18][19]

Group 1 - The real estate sector showed resilience, with the CSI 800 Real Estate Index rising nearly 1% to reach a new high for the year, driven by significant gains in stocks like China Merchants Shekou (+3.86%) and Binjiang Group (+2.29%) [1] - The only ETF tracking the CSI 800 Real Estate Index (159707) saw a peak increase of 3% during trading, closing up 1.15% with a trading volume of nearly 80 million yuan and a substantial net subscription of 23.5 million units in a single day, indicating strong investor interest [1] Group 2 - The new round of housing market regulation in Shanghai has shown significant short-term effects, with new home transaction volumes increasing by over 30% in the first week and a total increase of 19% in the first month compared to the previous month, reflecting the policy's immediate impact on the market [3] - Analysts from Zhongyin Securities suggest that structural policy relaxations in major cities like Beijing, Shanghai, and Shenzhen may lead to a short-term rebound in the housing market, with a focus on companies with strong liquidity and product capabilities [3] - Guotou Securities anticipates improved new home sales due to increased supply from developers and the release of pent-up demand from relaxed regulations, alongside expectations of interest rate cuts [3] Group 3 - The current valuation of leading real estate companies, particularly state-owned enterprises, remains low, with the CSI 800 Real Estate Index's latest price-to-book (PB) ratio at only 0.8, indicating significant potential for valuation recovery [4] - Analysts from Guojin Securities recommend investing in real estate stocks due to the low valuations and the anticipated liquidity boost from potential interest rate cuts by the Federal Reserve [4] Group 4 - The real estate ETF (159707) focuses on top-tier real estate companies, with over 90% of its weight in the top ten constituents, highlighting a concentration in leading firms within the industry [6][7] - The current market environment favors leading real estate companies, which are expected to exhibit greater resilience amid industry challenges [7]