北京炜衡（郑州）律师事务所 关于 《珠海华发实业股份有限公司收购报告书》 的 法律意见书 关于 《珠海华发实业股份有限公司收购报告书》的 法律意见书 致：珠海华发集团有限公司（以下简称"贵公司"或"收购人"） 北京炜衡（郑州）律师事务所（以下简称"炜衡"）接受贵公司的委托，根 据《中华人民共和国公司法》《中华人民共和国证券法》等法律、法规、规范性 文件的有关规定，就贵公司编制的《珠海华发实业股份有限公司收购报告书》相 关事项出具本法律意见书。 为出具本法律意见书，炜衡特作如下声明： 二〇二六年二月 北京炜衡（郑州）律师事务所 法律意见书 北京炜衡（郑州）律师事务所 一、炜衡及炜衡律师依据《中华人民共和国证券法》《律师事务所从事证券 法律业务管理办法》等规定及本法律意见书出具之日以前已经发生或者存在的事 实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行了充分的核查 验证，保证本法律意见书所认定的事实真实、准确、完整，所发表的结论性意见 合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并承担相应法律责任。 二、炜衡同意收购人在其为本次收购所编制的文件中自行引用或按照中国证 券监督管理委员会、上交所的 ...

股票代码：600325 股票简称：华发股份 公告编号：2026-016 珠海华发实业股份有限公司 特此公告。 珠海华发实业股份有限公司 关于向特定对象发行 A 股股票事项 获得珠海市国资委批复的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内 容的真实性、准确性和完整性承担法律责任。 珠海华发实业股份有限公司（以下简称"华发股份"或"公司"）于 2026 年 2 月 3 日召开第十一届董事会第二次会议，审议通过了公司向特定对象发行 A 股股票相关事项。具体内容详见公司于 2026 年 2 月 4 日在上海证券交易所网站 （www.sse.com.cn）及《上海证券报》《中国证券报》《证券时报》《证券日报》 披露的公告（公告编号：2026-006、007、008、009、010）。 2026 年 2 月 12 日，公司收到控股股东珠海华发集团有限公司（以下简称"华 发集团"）转发的珠海市人民政府国有资产监督管理委员会《关于珠海华发集团 有限公司出资不超过 30 亿元认购珠海华发实业股份有限公司锁价定增方案的意 见》（珠国资〔2026〕28 号），主要内容如下： 一、 ...

珠海华发实业股份有限公司 2026 年第一次临时股东会会议文件 珠海华发实业股份有限公司 2026 年第一次临时股东会会议文件 二〇二六年二月二十六日 珠海华发实业股份有限公司 2026 年第一次临时股东会会议文件 | | | | 珠海华发实业股份有限公司 2026 年第一次临时股东会须知 | | --- | | 2 | | 关于公司符合向特定对象发行 A 股股票条件的议案 3 | | 关于公司向特定对象发行 A 股股票方案的议案 4 | | 关于公司 年度向特定对象发行 股股票预案的议案..5 2026 A | | 关于公司 2026 年度向特定对象发行 A 股股票方案的论证分 | | 析报告的议案 6 | | 关于制定公司未来三年（2026-2028 年）股东回报规划的议 | | 案 7 | | 关于提请股东会授权董事会全权办理本次向特定对象发行 A | | 股股票相关事宜的议案 8 | | 关于公司与珠海华发集团有限公司签订《附条件生效的股份 | | 认购协议》暨重大关联交易的议案 9 | | 关于提请股东会同意控股股东免于以要约方式收购公司股 | | 份的议案 10 | | 关于公司前次募集资金使用情 ...

Group 1 - The company Huafa Co., Ltd. announced plans to issue A-shares to specific entities, specifically Zhuhai Huafa Group Co., Ltd., to raise funds [2] - The board of directors believes the company meets the current conditions and policy regulations for issuing shares to specific entities [2] - The company has developed a stock issuance plan, proposal, and analysis report, along with a shareholder return plan for the next three years (2026-2028) [2] Group 2 - The controlling shareholder, Huafa Group, currently holds 29.64% of the shares directly and indirectly [2] - The completion of this issuance may trigger a mandatory tender offer obligation, prompting the company to seek shareholder approval to exempt it from the obligation to increase holdings [2] - Several proposals, including related party transactions, will require shareholder meeting approval, with certain related shareholders needing to abstain from voting [2]

Core Viewpoint - The promotional strategy of "buying a house and receiving gold" in Hangzhou has led to unexpected financial outcomes for homeowners, where the appreciation of gold has offset the decline in property values, resulting in net asset gains for some buyers [1][4][8]. Group 1: Promotional Strategy - In June 2023, the Huafa Hui Tianfu project in Hangzhou launched a promotion offering gold as a bonus for home purchases, with specific amounts of gold tied to different property sizes [2][6]. - The promotion was halted on June 9, 2023, due to high public interest [2][6]. Group 2: Market Performance - As of February 9, 2024, the international gold price increased from approximately 450 yuan per gram to about 1120 yuan per gram, marking a rise of nearly 149% [4][8]. - The property prices in the Lin'an District experienced a significant decline, with prices dropping from around 22,000 yuan per square meter to approximately 14,700 yuan per square meter [4][8]. Group 3: Financial Outcomes for Homeowners - Homeowners who received 1000 grams of gold with their purchase of a 119 square meter unit saw the value of the gold rise from about 450,000 yuan to approximately 1,120,000 yuan, resulting in a net asset increase of around 250,000 yuan despite the property value decreasing by about 870,000 yuan [4][8]. - A homeowner expressed surprise at the outcome, noting that while property values fell, the gold's value surged, leading to an unexpected financial benefit [4][8]. Group 4: Ongoing Promotions - The Huafa Group continues to offer variations of the "buying a house and receiving gold" promotion, although the structure of the offers has changed, with discounts now incorporated into the final sale price rather than as separate gold bonuses [5][9].

Group 1 - Over ten real estate companies have experienced executive changes within just over a month since the beginning of 2026 [2][3] - Notable companies undergoing changes include Joy City Holdings, Zhongliang Holdings, New World Development, Rongsheng Development, Bright Realty, and others, with reasons ranging from retirement to personal resignations [2][3] - The adjustments in management are closely aligned with the companies' business development and strategic needs, indicating a trend of organizational restructuring within the industry [2][3] Group 2 - The trend of executive turnover in real estate companies has been ongoing since last year and continues into 2026, with significant changes reported [3][4] - For instance, Joy City Holdings announced the resignation of director Chen Lang due to retirement, while Zhongliang Holdings saw the resignation of He Jian and the appointment of Zhao Peng as new executive director [3][4] - Other companies like Rongsheng Development and Bright Realty have also reported multiple executive resignations for personal reasons, reflecting a broader pattern of leadership changes across the sector [3][4] Group 3 - A new wave of organizational restructuring is occurring, with 21 real estate companies implementing 31 adjustments since January 2025 [5][6] - Major firms such as Poly, China Overseas, and Longfor are undergoing multiple rounds of restructuring, indicating a shift towards optimizing organizational efficiency [5][6] - The adjustments aim to enhance resource allocation and core business management, reflecting a transition towards quality-focused operations in the real estate sector [6][7] Group 4 - The frequent changes in management are indicative of the broader challenges faced by the real estate industry, including sales pressure and financial losses since 2022 [7] - The need for management adjustments is driven by the shift from large-scale development to refined operations and asset-light models, necessitating new leadership with different skill sets [7] - Companies are now focusing on financial security, operational efficiency, and precise investment strategies to adapt to the evolving market landscape [7]

Core Viewpoint - The real estate industry is experiencing significant executive turnover, with over ten companies undergoing leadership changes within a month, reflecting a broader trend of organizational restructuring and strategic realignment in response to market pressures [2][3][7]. Group 1: Executive Changes - More than ten real estate companies, including Joy City Holdings, Zhongliang Holdings, and New World Development, have reported executive changes since the beginning of 2026, with reasons ranging from retirement to personal resignations [2][3]. - Joy City Holdings announced the resignation of director Chen Lang due to reaching retirement age, while Zhongliang Holdings saw the departure of executive director He Jian and the appointment of Zhao Peng as his successor [3]. - Other companies like Rongsheng Development and Guangming Real Estate have also experienced frequent executive changes, indicating a trend of leadership turnover across the sector [4][5]. Group 2: Organizational Restructuring - The beginning of the year is a critical period for real estate companies to implement reforms, with 21 companies undergoing 31 organizational adjustments since January 2025 [5]. - Major firms such as Poly, China Overseas, and Longfor have initiated new rounds of optimization adjustments, with China Overseas restructuring its management model from a three-tier to a two-tier system [6]. - The adjustments aim to enhance resource allocation and core business management, reflecting a shift towards quality-focused operations in response to market challenges [6][7]. Group 3: Industry Trends and Challenges - The frequent changes in leadership are indicative of the industry's response to ongoing sales pressures and financial losses experienced by publicly listed real estate companies since 2022 [7]. - The shift from large-scale development to refined operations and asset-light models necessitates new leadership capable of navigating these changes [7]. - Companies are urged to focus on financial security, operational efficiency, and precise investment strategies to adapt to the evolving economic landscape [7].

Core Viewpoint - Real estate companies are actively seeking various financing methods to address cash flow challenges, with recent actions including share placements and high-yield overseas bonds [2][3][5]. Financing Actions - Huafa Group plans to raise up to 3 billion yuan through a private placement of A-shares, primarily to fund ongoing projects [3]. - New City Development intends to raise 469 million HKD through a discounted share placement, with proceeds aimed at future development and debt repayment [3]. - Dalian Wanda Commercial Management issued a high-yield USD bond worth 360 million USD at a coupon rate of 12.75%, marking its return to overseas debt issuance after three years [5][6]. Financing Environment - The financing environment for real estate companies remains challenging, with a significant disparity between state-owned enterprises and private firms in accessing funds [8][10]. - Recent data indicates that financing for 65 typical real estate companies totaled 240.78 billion yuan in December 2025, with an annual total of 4,143.14 billion yuan, reflecting a low level of financing activity [8]. - The introduction of a financing coordination mechanism by regulatory authorities aims to improve the financing landscape, allowing certain projects to extend loan terms significantly [8][9]. Future Trends - The "lead bank system" is emerging as a new financing model, where a designated bank or syndicate will oversee project financing, ensuring that funds are managed effectively [9][10]. - Companies that can demonstrate strong asset quality and stable cash flows are expected to benefit from improved financing conditions in the future [10].

Investment Rating - The report maintains a "Buy" rating for the real estate sector, indicating a positive outlook for investment opportunities in this area [4]. Core Insights - The "old-for-new" policy is being reintroduced in Shanghai, which is expected to effectively stabilize housing prices and stimulate market activity [10][26]. - The policy focuses on acquiring second-hand homes to address inventory issues and enhance market liquidity, with specific criteria for eligible properties [10][26]. - The anticipated financial impact includes a potential market transaction increase of approximately 1,080 billion yuan, representing a 9% boost to total market transactions and a 24% increase in new home sales [3][10]. Summary by Sections 1. Background of the "Old-for-New" Policy - The central government has emphasized the need for policies that control inventory and improve supply, with the "old-for-new" initiative aligning closely with these goals [10][11]. 2. Historical Experience of "Old-for-New" - The "old-for-new" model is categorized into acquisition and assistance types, with the acquisition model being more effective in driving sales [16][21]. - The acquisition model has been implemented in over 20 cities, with a total of 14,520 units identified for trial [16][21]. 3. Shanghai's "Old-for-New" Policy - The policy aims to stabilize housing prices by focusing on second-hand homes, with specific requirements for properties built before 2000 and under 400 million yuan [3][10]. - The estimated funding requirement for the acquisition of 27,000 units is approximately 54 billion yuan, leveraging a 1:2 replacement ratio to maximize market impact [3][10]. 4. Feasibility of the Latest "Old-for-New" Policy - Shanghai is positioned as a key city for the implementation of this policy due to its strong government credibility and market stability [3][10]. - The second-hand housing market in Shanghai has shown signs of stabilization, with a reduction in the average transaction cycle to 22.2 months and a 2% month-on-month price rebound [3][10]. 5. Investment Recommendations - The report suggests that the current environment, characterized by improving transaction volumes and prices in the second-hand market, presents significant investment opportunities [3][10].

Core Viewpoint - The recent restructuring actions taken by major state-owned real estate companies in China, including China Overseas Land & Investment, reflect a broader trend of streamlining operations to enhance efficiency and focus on core business areas amid industry challenges [1][2][3][17]. Group 1: Organizational Restructuring - China Overseas Land & Investment has eliminated four regional companies, shifting from a three-tier structure ("headquarters-regional-city") to a two-tier structure ("headquarters-city") [1][4]. - Other companies such as China State Construction Engineering Corporation, Poly Developments, and China Resources Land have also made similar moves to reduce regional layers and consolidate functions, indicating a trend towards "streamlining and focusing" [2][8]. - The elimination of regional companies is seen as a response to the inefficiencies created by additional management layers, which do not align with the current need for cost reduction and efficiency improvement [7][10]. Group 2: Performance Pressures - China Overseas Land & Investment reported a significant decline in sales performance, with a total contracted property sales amount of 251.23 billion yuan in 2025, a year-on-year decrease of 19.1% [9]. - The company also experienced a drop in revenue and net profit, with 2024 revenues at 185.15 billion yuan, down 8.6%, and a net profit of 15.64 billion yuan, down 38.9% [9]. - Similarly, Huafa Group announced its first loss since going public, projecting a net profit loss of between 9 billion to 7 billion yuan for 2025, reflecting a year-on-year decline of over 1000% [11]. Group 3: Strategic Focus and Integration - Companies are not only cutting regional structures but are also integrating business functions to strengthen core competencies. For instance, Poly Developments is restructuring its headquarters into ten functional departments to support its strategic transformation into a "real estate ecological platform" [12][13]. - China State Construction Engineering Corporation's subsidiary, China State Construction Eight Bureau, is reorganizing its operations into three major business segments to concentrate on real estate and enhance competitiveness [15][16]. - The overarching goal of these adjustments is to reduce costs, improve efficiency, and better position companies to navigate the ongoing industry adjustments [17][18].