中信证券股份有限公司 关于 格力地产股份有限公司 重大资产置换暨关联交易 之 独立财务顾问 二零二五年五月 声明和承诺 释 义 本持续督导意见中，除非文意另有所指，下列简称具有如下含义： 《中信证券股份有限公司关于格力地产股份有限公司重大 本持续督导意见 指 资产置换暨关联交易之 2024 年度持续督导报告书》 格力地产、公司、本公 格力地产股份有限公司，于 2025 年 4 月 28 日变更公司名称 指 免税集团、珠海免税集 指 珠海市免税企业集团有限公司 中信证券股份有限公司（以下简称"中信证券"）接受委托，担任格力地产 股份有限公司（以下简称"格力地产"或"上市公司"或"公司"）重大资产置 换暨关联交易的独立财务顾问。本独立财务顾问按照证券行业公认的业务标准、 道德规范，本着诚实信用、勤勉尽责的态度，出具本持续督导意见。 诺上述有关资料均为真实、准确和完整的，不存在虚假记载、误导性陈述或者重 大遗漏，并承担因违反上述承诺而引致的个别和连带的法律责任。 的专业意见与上市公司披露的文件内容不存在实质性差异。 督导意见所做出的任何投资决策而产生的相应风险，本独立财务顾问不承担任何 责任。 意见中列载的信息和对 ...

Core Viewpoint - Gree Real Estate has officially changed its name to Zhuhai Duty-Free Group (Rights Protection), marking its complete exit from the real estate sector and a shift towards new business areas such as duty-free and commercial management [2][4]. Company Transition - The transition of Gree Real Estate is driven by Zhuhai's state-owned assets, with the company now under the control of Huafa Group, which is expected to handle the disposal of existing projects more professionally than Gree Real Estate could have done alone [2][9]. - Gree Real Estate's historical performance has been poor, with a cumulative loss of nearly 4 billion yuan over three years from 2022 to 2024, primarily due to declining gross profit margins and significant asset impairment provisions [4][5]. Financial Performance - The company has faced severe cash flow issues, with cash and cash equivalents amounting to 5.065 billion yuan, while short-term borrowings and current liabilities total 7.862 billion yuan, indicating a significant short-term debt pressure [5]. - Gree Real Estate's revenue has been heavily reliant on real estate, with annual revenues fluctuating between 1.5 billion and 3 billion yuan from 2012 to 2016, contrasting sharply with Gree Electric's revenue in the hundreds of billions [4]. Market Challenges - The duty-free market is highly competitive, with China Duty Free Group holding a dominant position, increasing its market share in Hainan's duty-free market by nearly 2 percentage points in 2024 [11]. - The competitive landscape in the Guangdong-Hong Kong-Macao Greater Bay Area poses additional challenges, as both Shenzhen and Zhuhai duty-free markets compete for consumer attention, alongside Macau's duty-free shopping [11]. Future Outlook - Gree Real Estate has committed to exiting its real estate holdings within five years and focusing on duty-free, commercial management, and trade [7]. - The company is currently in the process of restructuring and rebranding, with its new website under development to reflect its new business focus [7].

Group 1 - The company reported its Q1 2025 earnings, showing a revenue of 16.746 billion yuan, a year-on-year decline of 10.96%, and a net profit attributable to shareholders of 1.938 billion yuan, down 15.98% year-on-year [1] - The Hainan market remains under pressure, but the company is actively optimizing operations, with inventory improving continuously. As of the end of Q1 2025, inventory stood at 15.751 billion yuan, a decrease of 9.21% from the beginning of the year [1] - The company's gross profit margin for Q1 2025 was 32.98%, a slight year-on-year decrease of 0.33 percentage points, while the sales expense ratio was 13.12%, a slight increase of 0.28 percentage points [1] Group 2 - The number of visa-free countries and international flight volumes are increasing, leading to a positive trend in airport duty-free business. Duty-free store revenue at Beijing airports grew over 115% year-on-year, while Shanghai airports saw a nearly 32% increase [2] - The company is responding to policy changes by adding city duty-free store projects, with 13 foreign exchange commodity duty-free stores transitioning to city duty-free stores within three months, enhancing the synergy between various sales channels [2] - The company is optimistic about the growth of duty-free business in Hainan post-border closure, with city duty-free business expected to contribute to performance in upcoming quarters [3]

Investment Rating - The report maintains a "Buy" rating for the company [9][10]. Core Insights - In Q1 2025, the company reported revenue of 16.746 billion yuan, a year-on-year decrease of 10.96%, and a net profit attributable to shareholders of 1.938 billion yuan, down 15.98% year-on-year. The non-recurring net profit was 1.936 billion yuan, reflecting a 15.81% decline year-on-year [2][6]. - The forecast for net profit attributable to shareholders for 2025-2027 is 4.296 billion, 4.383 billion, and 4.524 billion yuan, respectively, corresponding to current price-to-earnings ratios of 30.53, 29.92, and 28.99 times [2][6]. Revenue Analysis - The sales trend for Hainan offshore duty-free shopping is improving, with a year-on-year sales decrease of 11% in Q1 2025. The number of shoppers decreased by 28% year-on-year, while the average transaction value increased by 23%. The decline in shopper numbers is primarily due to a decrease in conversion rates [6]. - The number of inbound and outbound travelers in Q1 2025 reached 163 million, a 15.3% year-on-year increase, which is expected to drive steady growth in revenue from port stores [6]. Profitability Analysis - The company's gross margin and expense ratio remained stable, with a gross margin decrease of 0.33 percentage points and a period expense ratio decrease of 0.20 percentage points. The net profit margin decreased by 0.67 percentage points [6]. Industry Outlook - The duty-free and travel retail sectors are crucial components of the tourism industry, which is expected to benefit from favorable development prospects and trends. The company is well-positioned to capitalize on new growth opportunities in the duty-free sector [6]. - The tourism industry is a significant part of China's economy and is expected to be a key driver of domestic demand growth, supported by policy initiatives and consumer preferences [6]. Future Growth Strategy - The company aims to achieve steady revenue growth by expanding regional markets, diversifying product offerings, enhancing consumer experiences, and optimizing store operations [6].

Group 1 - China's macroeconomic policies will become more proactive, aiming for a GDP growth target of around 5% by 2025, with a strong start in Q1 2025 showing a 5.4% year-on-year growth [1] - The positive economic outlook is expected to boost market confidence, particularly in sectors closely related to macroeconomic performance such as finance, infrastructure, and consumption [1] - The People's Bank of China and other financial regulatory bodies will introduce a comprehensive financial policy package to stabilize the market and manage expectations [2] Group 2 - The onshore RMB appreciated significantly, rising nearly 600 points to its highest level since November 2024, closing at 7.2169 against the USD, which is seen as a stabilizing factor for the financial market [3] - During the May Day holiday, UnionPay and NetUnion processed 23.439 billion payment transactions amounting to 7.64 trillion yuan, reflecting a year-on-year increase of 20.49% in transaction volume and 3.21% in value [4] - The significant growth in payment transactions from foreign visitors during the holiday indicates a strong recovery in domestic consumption and enhances the attractiveness of China's tourism market [4] Group 3 - Following the May Day holiday, international gold prices surged, with COMEX gold reaching $3,390 per ounce and spot gold surpassing $3,380 per ounce, reflecting increased demand for safe-haven assets amid global economic uncertainties [5] - The rise in gold prices is expected to benefit gold-related companies, enhancing their performance expectations, although it may pressure profit margins for jewelry brands unless they can maintain pricing power [5]

Group 1 - The company has changed its name from "Gree Real Estate Co., Ltd." to "Zhuhai Zhuhai Duty-Free Group Co., Ltd." and its stock abbreviation from "Gree Real Estate" to "Zhuhai Duty-Free Group" while maintaining the stock code "600185" [2][4] - The decision for the name and abbreviation change was approved during the board meeting on March 18, 2025, and the second extraordinary general meeting of shareholders on April 18, 2025 [2][3] - The change reflects the company's strategic transformation towards a focus on duty-free business, as the company has completed a major asset swap and is gradually exiting the real estate sector [3][4] Group 2 - The company reported a main business revenue of 5.201 billion RMB in 2024, with duty-free product sales contributing 2.441 billion RMB, accounting for 46.94% of the total revenue [3] - The new name and abbreviation are intended to better align with the company's core business direction and future strategic goals [3][5] - The change in stock abbreviation will take effect on May 8, 2025, and is not expected to mislead investors or harm the interests of the company and minority shareholders [5]

Core Insights - The global duty-free market experienced a slowdown last year, failing to return to pre-pandemic levels, with Hainan's offshore duty-free market also facing challenges due to various factors [1][2] Financial Performance - In Q1 2025, the company's operating income was RMB 16.75 billion, a year-on-year decline of 10.96% compared to RMB 18.81 billion in the same period last year [1][2] - The net profit attributable to shareholders was RMB 1.94 billion, down 15.98% from RMB 2.31 billion year-on-year [1][2] - The net cash flow from operating activities was RMB 4.80 billion, a decrease of 9.52% from RMB 5.30 billion in the previous year [1][2][5] Cost and Expense Management - The company's gross margin showed slight pressure, with operating costs decreasing by approximately 10.51%, which was slightly lower than the revenue decline [2] - Sales expenses were RMB 2.20 billion, down about 9.0% year-on-year, while management expenses were RMB 423 million, down about 11.0% [2] Asset and Equity Position - As of March 31, 2025, the total assets of the company reached RMB 80.46 billion, an increase of 5.51% from the beginning of the year, while equity attributable to shareholders was RMB 56.97 billion, up 3.40% [2] Inventory Management - The company's inventory balance at the end of the reporting period was RMB 15.75 billion, a decrease of approximately 9.21% from RMB 17.35 billion at the end of 2024 [3]

• 海南省政府通过举办演唱会和发放消费券等措施，刺激文旅产业发展，3 月份免税销售额降幅收窄至-5%，较一二月份的-13%有所改善，表明政府措 施对消费有积极影响。 • 今年赴岛游客数量与去年同期基本持平，但购买人次同比下降约 20%，导 致渗透率下降，不过客单价从 1 月的 6,700 元增长至 3 月的 6,500 元，表 明消费者购买力稳定，精品供给优化和消费券拉动是主要因素。 • 自贸港封关政策明确"一线放开，二线管住"，主要针对原材料和设备， 利好 ToB 企业，免税商仍享受现有税收减免，消除了市场对政策不确定性 的担忧，2026 年前不会开放岛民免税。 • 今年 1-3 月离岛免税连带率约为 6 件，与去年同期持平，但件均价显著提 高，约为 1,000 元，高于去年同期的 800-1,000 元，精品占比增加是主要 驱动因素。 • 4 月份离岛免税终端出货价较去年 7 月提升约 10%，综合政府补贴、文旅引 流和免税商折扣等因素，离岛免税销售额趋于稳定。 • 美国来源商品加关税对大集团影响较小，但依赖美国工厂的品牌如倩碧和 修丽可在天猫旗舰店出现涨价和下架现象，美产商品逐步退出中国市场趋 势明显， ...

Core Viewpoint - The performance of duty-free concept stocks, particularly China Duty Free Group (CDFG), has shown significant volatility amid the ongoing trade war, with initial gains followed by a decline as market sentiment fluctuated [1][2][6]. Group 1: Market Performance and Trends - In early April, CDFG's stock surged, with a notable increase of 7.45% on April 8, followed by a limit-up on April 9 and a further rise of 4.99% on April 10, reaching a recent high [1]. - However, following these gains, CDFG's stock price experienced a decline over several trading days, reflecting investor uncertainty regarding the impact of the trade war on duty-free operators [1][2]. - Prior to the trade war, CDFG's performance was poor, with a projected revenue of 56.474 billion yuan for 2024, a year-on-year decrease of 16.38%, and a net profit of 4.267 billion yuan, down 36.44% [2][4]. Group 2: Impact of Trade War - The trade war has led to increased tariffs, with the U.S. imposing a 34% tariff on imports from China, which initially raised concerns about the duty-free market [6][7]. - Despite these concerns, duty-free operators reported that their businesses were not affected by the tariffs, as the duty-free policy remains unchanged, allowing them to attract consumers despite the trade tensions [8][9]. - The duty-free market has been viewed as a potential beneficiary of the trade war, as the tax differential between imported goods and duty-free products may enhance sales for operators like CDFG [7][10]. Group 3: Financial Performance and Future Outlook - CDFG's revenue from Hainan reached 28.892 billion yuan in 2024, while the company also benefited from a significant increase in airport duty-free sales, with Beijing airport sales growing over 115% [10][11]. - The company has established a strong supply chain with over 430 suppliers and 1,400 brands, enhancing its bargaining power and cost advantages [10][11]. - There is potential for growth in the Hainan duty-free market, with experts suggesting that the average spending of tourists could increase significantly, indicating a larger market opportunity [12].

Investment Rating - The investment rating for the company is "Hold" [6][4] Core Views - The company's performance in 2024 aligns with previous earnings reports, with total revenue of 56.47 billion yuan, down 16.4% year-on-year, and a net profit attributable to shareholders of 4.27 billion yuan, down 36.4% year-on-year [1][2] - The decline in revenue and profit is attributed to slower-than-expected recovery in consumer demand, particularly in the duty-free segment, which saw sales of approximately 38.67 billion yuan, a decrease of 12.58% year-on-year [2][3] - The Hainan duty-free market experienced a significant downturn, with revenue of 28.89 billion yuan, down 27% year-on-year, accounting for 51% of total revenue [2][3] - The company is actively expanding its channels, having secured operating rights for duty-free projects at 10 airports and ports, with notable revenue growth at existing duty-free stores in major airports [2][3] Summary by Sections Financial Performance - In Q4 2024, the company reported revenue of 13.45 billion yuan, down 19.5% year-on-year, and a net profit of 0.35 billion yuan, down 76.9% year-on-year [1] - The overall gross margin for the company in 2024 was 32.0%, an increase of 0.2% year-on-year [2] Market Opportunities - The introduction of the new policy on city duty-free stores is expected to provide a new growth avenue for the company, with the opening of a duty-free store in Dalian and additional stores planned in cities like Shenzhen and Guangzhou [3][4] Future Projections - The company is projected to recover its growth rate under supportive policies and consumer recovery trends, with estimated net profits of 4.9 billion yuan, 5.5 billion yuan, and 6.3 billion yuan for 2025, 2026, and 2027 respectively [4][13]