国金证券股份有限公司 华金证券股份有限公司 关于珠海华发实业股份有限公司 向特定对象发行可转换公司债券 之 挂牌转让保荐书 联合保荐机构（联席主承销商） （成都市青羊区东城根上街 95 号） （上海市静安区天目西路 128 号 19 层 1902 室） 二〇二五年十月 珠海华发实业股份有限公司向特定对象发行可转换公司债券 挂牌转让保荐书 上海证券交易所： 国金证券股份有限公司（以下简称"国金证券"或"保荐机构"）、华金证 券股份有限公司（以下简称"华金证券"或"保荐机构"）接受珠海华发实业股 份有限公司（以下简称"华发股份"、"发行人"或"公司"）的委托，就发行 人向特定对象发行可转换公司债券并在上海证券交易所（以下简称"上交所"） 挂牌转让事项（以下简称"本次发行"）出具本挂牌转让保荐书。 保荐机构及其保荐代表人根据《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》"）、《证券 发行上市保荐业务管理办法》（以下简称"《保荐办法》"）、《上市公司证券 发行注册管理办法》（以下简称"《注册管理办法》"）、《可转换公司债券管 理办法》，以及《上海证券交易所上市公司 ...

Company Summary - Huafa Co., Ltd. announced the completion of its share repurchase on October 28, 2025, having repurchased approximately 58.74 million shares, accounting for 2.13% of the total share capital [1] - The repurchase was conducted through centralized bidding, with a maximum price of 5.83 CNY per share, a minimum price of 4.78 CNY per share, and an average price of 5.28 CNY per share, totaling approximately 310 million CNY in funds paid [1] - For the first half of 2025, Huafa's revenue composition was as follows: 90.32% from real estate development and operation, 7.23% from other sources, and 2.45% from property services [1] - As of the report date, Huafa's market capitalization was 13.7 billion CNY [1] Industry Summary - The A-share market has surpassed 4000 points, marking a significant resurgence after a decade of stagnation, with technology leading the market's transformation [1]

Core Viewpoint - The company has repurchased a total of 58.7413 million shares, representing 2.13% of its total share capital, at an average price of 5.28 CNY per share [1] Summary by Categories Share Repurchase Details - The highest price for the repurchased shares was 5.83 CNY per share, while the lowest price was 4.78 CNY per share [1] - The total amount of funds paid for the share repurchase was 310 million CNY, excluding transaction fees such as stamp duty and commissions [1]

Core Viewpoint - The Chinese real estate industry is undergoing significant anti-corruption measures and restructuring, with increased investigations into executives from both private and state-owned enterprises, indicating a shift towards rational and sustainable development in the sector [1][4]. Group 1: Investigations and Legal Actions - Xu Peixin, the actual controller of Jiangsu Jin Xincheng Property Service Co., has been placed under investigation by the Shanghai Public Security Bureau [2]. - Several private real estate company controllers have faced legal actions this year, including Ou Zongrong from Zhengrong Real Estate and Huang Qisen from Taihe Group, both of whom were subjected to compulsory measures due to alleged illegal activities [3]. - High-ranking officials from state-owned real estate enterprises have also been investigated for serious violations, including Huang Guoxian from Foshan Construction Development Group and Chen Wei from Shanghai Guosheng Group [4]. Group 2: Executive Changes - There has been a notable frequency of executive resignations in the real estate sector, attributed to various personal reasons, including the resignation of Vanke's chairman Xin Jie and several executives from Huafa and Greentown [6][7]. - The ongoing anti-corruption efforts and debt restructuring are contributing to a turbulent leadership environment, with industry insiders suggesting that this will lead to a more stable and quality-focused operational approach in the future [7].

Group 1: Institutional Research on Popular Companies - The top twenty companies with the highest number of institutional research visits in the past 30 days include Rongbai Technology, Xinqianglian, Duofuduo, Hikvision, and Dangsheng Technology [12] - In the last five days, the most researched companies were Xinqianglian, Duofuduo, Baiya Shares, Taotao Vehicle, and Jereh Shares [12] - Among the top twenty companies researched in the past 30 days, 16 had ten or more rating agencies involved [12] Group 2: Major Shareholder Increase in A-Share Companies - From October 20 to October 24, 2025, no A-share companies announced significant shareholder increases [18] - From January 1 to October 24, 2025, a total of 285 companies announced significant shareholder increases, with 76 having ten or more rating agencies [19] - Companies with proposed increase amounts exceeding 1% of the latest market value include Xianhe Shares, Xinjie Energy, Zhongju Gaoxin, and Tunnel Shares [19] Group 3: A-Share Company Buyback Situation - From October 20 to October 24, 2025, 71 companies announced buyback progress, with 19 having ten or more rating agencies [23] - The companies with the highest expected buyback amounts as a percentage of market value include Huafa Shares, Guangzhou Restaurant, Ruoyu Chen, and China Jushi [23] - From January 1 to October 24, 2025, a total of 1,774 companies announced buyback progress, with 347 having ten or more rating agencies [24]

Investment Rating - The report maintains a "Positive" rating for the real estate and property management sectors [3][28]. Core Views - The "Good House" policy is expected to create new pathways for recovery in core cities, leading to a resurgence in leading companies and opening new development avenues with "new products, new pricing, and new models" [3][28]. - The current monetary easing cycle highlights the advantages of commercial real estate, with a reassessment of the value of quality commercial properties already beginning to manifest [3][28]. Industry Data Summary New Home Transaction Volume - In the week of October 18-24, 2025, new home transactions in 34 key cities totaled 2.566 million square meters, a decrease of 1.9% week-on-week [4][6]. - Year-on-year, October transactions in these cities fell by 23%, with first and second-tier cities down 20.7% and third and fourth-tier cities down 42.6% [6][7]. Second-Hand Home Transaction Volume - In the same week, second-hand home transactions in 13 cities totaled 1.155 million square meters, down 6.1% week-on-week [12]. - Cumulatively, October transactions were down 20.1% year-on-year, with a significant drop of 38.4% compared to September [12][13]. Inventory and Supply - In the week of October 18-24, 2025, 15 cities launched 710,000 square meters of new supply, with total transactions of 1.05 million square meters, resulting in a transaction-to-launch ratio of 1.48 [20]. - The total available residential area in these cities was 89.75 million square meters, a decrease of 0.4% week-on-week [20]. Policy and News Tracking Macro Policies - The 20th Central Committee's Fourth Plenary Session emphasized the need to promote high-quality development in the real estate sector [28][31]. - The National Bureau of Statistics reported a 13.9% year-on-year decline in real estate investment for the first nine months of 2025, totaling 6.7706 trillion yuan [28][29]. Company Dynamics - China Overseas Development reported a 14% decline in sales revenue for the first nine months of 2025, totaling 170.5 billion yuan [35]. - Poly Development issued new bonds totaling 5 billion yuan with a 2% interest rate and 25 billion yuan with a 2.21% interest rate [35][36]. Market Performance Review - The SW Real Estate Index rose by 1.51%, underperforming the CSI 300 Index, which increased by 3.24%, resulting in a relative return of -1.73% [38]. - The average price-to-earnings (P/E) ratio for mainstream AH-listed real estate companies for 2025 and 2026 is projected at 19.7 and 17.5 times, respectively [38][42].

Investment Rating - The report maintains a "Positive" rating for the real estate and property management sectors [3][40]. Core Views - The report emphasizes the potential of the "Good House" policy to create new pathways for recovery in core cities, leading to a resurgence in leading companies and the opening of new development avenues [3][40]. - It highlights the ongoing monetary easing cycle in China, which is expected to enhance the value of quality commercial real estate [3][40]. Industry Data Summary New Housing Transactions - In the week of October 18-24, 2025, new housing transactions in 34 key cities totaled 2.566 million square meters, a decrease of 1.9% week-on-week [3][4]. - Year-on-year, new housing transactions in October showed a decline of 23% across 34 cities [3][6]. Second-Hand Housing Transactions - In the same week, second-hand housing transactions in 13 cities totaled 1.155 million square meters, down 6.1% from the previous week [3][12]. - Cumulatively, second-hand housing transactions in October were down 20.1% year-on-year [3][12]. Inventory and Sales - The report notes that 15 cities had a total of 710,000 square meters of new housing launched, with a sales-to-launch ratio of 1.48 times [3][21]. - The total available residential area in these cities was 89.75 million square meters, reflecting a 0.4% decrease [3][21]. Policy and News Tracking Macro Policies - The 20th Central Committee's Fourth Plenary Session called for promoting high-quality development in the real estate sector [3][30]. - National statistics revealed a 13.9% year-on-year decline in real estate investment for the first three quarters of 2025, totaling 677.06 billion yuan [3][30]. Company Dynamics - Major state-owned enterprises remain active in financing, with Poly Developments reporting a new guarantee of 41.03 billion yuan for 2025 [3][36]. - China Overseas Development achieved sales of 7.56 million square meters, down 1%, with a revenue of 170.5 billion yuan, down 14% [3][36]. Sector Performance Review - The SW Real Estate Index rose by 1.51%, underperforming compared to the Shanghai and Shenzhen 300 Index, which increased by 3.24% [3][40]. - The report identifies key companies to watch, including China Resources Land, Longfor Group, and Poly Developments, among others [3][40].

Investment Rating - The report maintains an "Overweight" rating for the real estate industry [4][6] Core Insights - The report highlights that the current policy environment is being driven by fundamental pressures, suggesting that the policy response may exceed the measures taken in 2008 and 2014 [4] - Real estate is viewed as an early-cycle indicator, serving as a barometer for economic trends, making it a strategic investment focus [4] - The competitive landscape within the industry is improving, with leading state-owned enterprises and select mixed-ownership and private companies performing well in land acquisition and sales [4] - The report continues to favor investment in first-tier cities and two-thirds of second-tier cities, indicating that this city combination has shown better performance during sales rebounds [4] - Supply-side policies, including land storage and management of idle land, are critical areas to monitor, with first and second-tier cities expected to benefit more [4] Summary by Sections New Housing Market - In the week, new housing transaction area in 30 cities was 2.111 million square meters, down 0.2% week-on-week and down 26.1% year-on-year [2] - The cumulative new housing transaction area for the year in these cities is 78.941 million square meters, reflecting a year-on-year decline of 5.7% [2] Second-Hand Housing Market - The transaction area for second-hand housing in 14 sample cities was 2.117 million square meters, down 4.4% week-on-week and down 16.3% year-on-year [2] - Year-to-date, the cumulative transaction area for second-hand housing is 84.533 million square meters, showing a year-on-year increase of 13.9% [2] Credit Bonds - In the week of October 20-26, 18 credit bonds from real estate companies were issued, totaling 18.030 billion yuan, an increase of 10.155 billion yuan from the previous week [3] - The net financing amount reached 11.171 billion yuan, reflecting an increase of 8.309 billion yuan week-on-week [3] Market Performance - The report notes that the Shenwan Real Estate Index had a cumulative change of 1.5%, lagging behind the CSI 300 Index by 1.73 percentage points, ranking 18th among 31 Shenwan primary industries [14] - A total of 89 stocks in the real estate sector rose this week, with the top five gainers being Xinhua Lian, Mianshi Investment, Wan Fang Development, Rongfeng Holdings, and Shen Zhen Ye A, with gains of 61.0%, 27.6%, 23.4%, 19.8%, and 14.7% respectively [14]

Core Viewpoint - Huafa Co., Ltd. announced a share buyback plan, indicating a commitment to enhancing shareholder value through the repurchase of shares [1] Summary by Categories Company Actions - As of October 21, 2025, the company has repurchased a total of 55.1 million shares [1] - The repurchased shares represent 2.002% of the company's total share capital [1]

2024 年 10 月 29 日，公司召开的第十届董事局第四十五次会议审议通过了《关 于以集中竞价交易方式回购股份方案的议案》。同意公司使用自有资金或自筹资金 以集中竞价交易方式回购公司股份，回购资金总额不低于人民币 3 亿元（含本数） 且不超过人民币 6 亿元（含本数），回购价格不超过人民币 9.83 元/股，回购期限 为自董事局审议通过本次回购股份方案之日起 12 个月内。具体详见公司于 2024 年 10 月 30 日披露的《珠海华发实业股份有限公司关于以集中竞价方式回购股份 的预案》（公告编号：2024-058）。 2024 年 11 月 23 日，公司披露了《珠海华发实业股份有限公司关于以集中竞 价方式回购股份的回购报告书》（公告编号：2024-066）。 证券代码：600325 证券简称：华发股份 公告编号：2025-094 珠海华发实业股份有限公司 关于以集中竞价交易方式回购股份比例达到 2% 暨回购进展公告 本公司董事局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。 重要内容提示： | 回购方案首次披露日 | 2024/1 ...