公司特别提醒投资者注意下列重大事项或风险因素，并认真阅读本募集说明书相 关章节。 一、关于本次可转债发行符合发行条件的说明 根据《证券法》《注册管理办法》等相关法律、法规规定，公司本次向特定对象发 行可转换公司债券符合法定的发行条件。 二、关于本次可转债发行的信用评级情况 证券代码：600325 股票简称：华发股份 珠海华发实业股份有限公司 Zhuhai Huafa Properties Co., Ltd （注册地址：珠海市昌盛路 155 号） 向特定对象发行可转换公司债券 募集说明书 （注册稿） 联合保荐人（主承销商） 二〇二五年八月 珠海华发实业股份有限公 司 募集说明书 目 录 珠海华发实业股份有限公司 募集说明书 四、本次发行完成后公司与发行对象及发行对象的控股股东和实际控制人从事的业 五、本次发行完成后公司与发行对象及发行对象的控股股东和实际控制人可能存在 珠海华发实业股份有限公司 募集说明书 珠海华发实业股份有限公司 募集说明书 释 义 本募集说明书中，除非文意另有所指，下列词语具有如下含义： 简称 - 全称 发行人 /公司 /本公司 /华发股份 指 珠海华发实业股份有限公司 珠海华发集团有限公司 ...

Core Viewpoint - The report highlights the financial performance and operational strategies of Zhuhai Huafa Properties Co., Ltd. for the first half of 2025, indicating a significant increase in revenue but a substantial decline in net profit, alongside strategic initiatives for sustainable growth and risk management in the real estate sector [1][2][3]. Financial Performance - The company reported a revenue of CNY 38.20 billion for the first half of 2025, representing a 53.46% increase compared to CNY 24.89 billion in the same period last year [2][8]. - Total profit for the period was CNY 1.26 billion, a decrease of 51.07% from CNY 2.58 billion year-on-year [2][8]. - The net profit attributable to shareholders was CNY 171.91 million, down 86.41% from CNY 1.27 billion in the previous year [2][8]. - The company’s cash flow from operating activities was CNY 9.50 billion, a significant increase of 1,335% compared to CNY 661.72 million in the same period last year [2][8]. Operational Strategies - The company focused on accelerating sales and inventory turnover, achieving sales of CNY 50.22 billion, ranking 11th in the industry according to the CRIC sales ranking [3]. - A diversified investment strategy was implemented to enhance sustainable growth, including asset revitalization and land reserve optimization in key urban areas [3][4]. - Financial management was emphasized, with a comprehensive financing cost of 4.76%, down from the end of 2024, and a debt-to-asset ratio of 63% excluding advance receipts [3][4]. Product Development and Innovation - The company enhanced its product competitiveness by promoting the "Technology + Good House" product system, which received multiple awards for design excellence [4][7]. - The company is committed to improving customer satisfaction and service quality through a robust customer relationship management system and community activities [4][5]. Market Position and Industry Context - The real estate industry is experiencing polarization, with larger firms gaining market share and profitability, prompting the company to refine its land acquisition strategy and enhance internal controls [11]. - The company aims to adapt to market changes and improve its operational efficiency to maintain a competitive edge in the evolving real estate landscape [11][10].

Core Viewpoint - Huafa Co., Ltd. is actively improving its financial situation through a supply chain asset special plan with a total limit of up to 20 billion yuan, which is expected to optimize accounts receivable management, reduce financial costs, and enhance cash flow [1][2][3] Financial Performance - In Q1 2025, Huafa Co., Ltd. reported revenue of 18.484 billion yuan, a year-on-year increase of 164.05%, while net profit was 190 million yuan, a decrease of 45.41% [1][7] - The company's debt-to-asset ratio decreased from 82.88% in 2017 to 69.87% by the end of Q1 2025 [1][6][7] - For the years 2023 and 2024, Huafa Co., Ltd. reported revenues of 72.145 billion yuan and 59.992 billion yuan, with year-on-year growth rates of 19.35% and -16.84%, respectively [5] Business Strategy - The supply chain asset special plan will utilize accounts receivable from suppliers as the underlying assets, with a total limit of 20 billion yuan, which can be recycled [2][3] - Huafa Co., Ltd. has a strong project resource reserve, with 3.7683 million square meters of land available for development and 8.3563 million square meters under construction as of the end of 2024 [5][6] Market Position - In Q1 2025, Huafa Co., Ltd. achieved a sales amount of 29.49 billion yuan, a year-on-year increase of 45%, ranking eighth in the overall sales list of Chinese real estate companies [7] - The company has seen a steady rise in sales rankings, moving from 32nd in 2021 to 10th in 2024 [7] Dividend Policy - Since its listing, Huafa Co., Ltd. has distributed a total of 8.094 billion yuan in cash dividends, with an average cash dividend ratio of 35.83% over the past five years [6]