证券代码：600094、900940 证券简称：大名城、大名城 B 公告编号：2025-051 上海大名城企业股份有限公司 上海大名城企业股份有限公司第九届董事局第十九次会议于 2025 年 8 月 21 日在公司会议室以现场会议加视频会议方式召开。会 议召开前已按规定进行通知，会议的召集符合《公司法》和《公司章 程》等有关规定，会议的召开合法有效。会议应出席董事 9 名，实际 出席董事 9 名，董事局主席俞培俤先生主持本次会议。会议经审议， 通过如下决议： 一、以同意 9 票，反对 0 票，弃权 0 票审议通过《公司 2025 年 半年度报告及摘要》。该项议案经审计委员会 2025 年第二次会议审议 同意，提交公司第九届董事局第十九次会议审议。详见《公司 2025 年半年度报告及摘要》。 二、以同意 9 票，反对 0 票，弃权 0 票审议通过《公司 2025 年 半年度募集资金存放与实际使用情况的专项报告》。详见《公司 2025 年半年度募集资金存放与实际使用情况的专项报告》。 三、以同意 9 票，反对 0 票，弃权 0 票审议通过《关于修订<公 司章程>及其附件<股东会议事规则><董事局议事规则>的议案》 ...

Core Viewpoint - The supervisory board of Shanghai Daming City Enterprise Co., Ltd. confirmed the legality and validity of the meeting and the approval of the 2025 semi-annual report, ensuring that the report accurately reflects the company's operational results and financial status without any false records or misleading statements [1][2]. Group 1: Meeting and Approval - The 16th meeting of the 9th supervisory board was convened in accordance with the Company Law and the company's articles of association, with all three supervisors present [1]. - The meeting was chaired by Mr. Dong Yunxiong, and it approved the annual report and summary, as well as the special audit opinions on the semi-annual report [1]. Group 2: Report Compliance - The 2025 semi-annual report and summary were prepared and reviewed in compliance with legal, regulatory, and company charter requirements, and the content and format met the standards set by the China Securities Regulatory Commission and the Shanghai Stock Exchange [1]. - The supervisory board found no violations of confidentiality regulations by the staff involved in the preparation and review of the 2025 semi-annual report and summary [1]. Group 3: Fund Usage Report - A special report on the storage and actual use of the annual raised funds was also presented, which requires approval from the company's shareholders' meeting [1].

Meeting Information - The shareholders' meeting is scheduled for September 9, 2025, at 14:30 [1] - The meeting will be held at Shanghai Millennium Hotel, 3rd Floor, Meeting Room 1 [1] - Voting will be conducted through both on-site and online methods [1] Voting Procedures - The online voting system will be the Shanghai Stock Exchange's shareholders' meeting online voting system [2] - Voting will be available from 9:15 to 15:00 on the day of the meeting [1][2] - Shareholders with multiple accounts can vote through any of their accounts, but the first vote will be considered valid [3][4] Shareholder Eligibility - Shareholders registered by the close of trading on August 29, 2025, for A shares and September 4, 2025, for B shares are eligible to attend [4] - Proxy representation is allowed, and the proxy does not need to be a shareholder [4] Registration Requirements - Individual shareholders must present their ID, shareholder account card, and proof of shareholding for registration [5] - Corporate shareholders must provide a copy of the business license, power of attorney, shareholder account card, and ID of the representative [5] Additional Information - Shareholders must register between 14:00 and 14:30 on the day of the meeting [5] - Contact information for inquiries is provided [6]

Core Viewpoint - The company, Shanghai Great Town Enterprise Co., Ltd., is set to hold a semi-annual performance briefing on September 3, 2025, to discuss its operational results and financial status for the first half of 2025, addressing common investor concerns [1][2]. Group 1: Meeting Details - The meeting is scheduled for September 3, 2025, from 14:00 to 15:00 [1][2]. - It will take place at the Shanghai Stock Exchange Roadshow Center, accessible online [1][2]. - The format of the meeting will be an interactive online session [1][2]. Group 2: Participation Information - Investors can submit questions from August 27, 2025, to September 2, 2025, before 16:00, via the Roadshow Center website or through the company's email [3]. - The company will respond to commonly asked questions during the briefing [3]. Group 3: Attendees - Key attendees include Mr. Yu Jin, Vice Chairman and General Manager; Mr. Zheng Qifu, Independent Director; Mr. Zheng Guoqiang, Director and CFO; and Ms. Zhang Yanqi, Secretary of the Board [2]. Group 4: Contact Information - For inquiries, investors can contact the Board Office at 021-62470088 or via email at dmc@greattown.cn [3]. Group 5: Post-Meeting Access - After the meeting, investors can view the meeting details and main content on the Shanghai Stock Exchange Roadshow Center [3].

Core Viewpoint - Shanghai Daming City Enterprise Co., Ltd. is revising its Articles of Association and will no longer establish a supervisory board, with the audit committee of the board of directors assuming the supervisory functions [1] Group 1: Revision of Articles of Association - The company aims to enhance governance and compliance with the new Company Law and relevant regulations by revising its Articles of Association and related rules [1] - The proposed changes include the abolition of the supervisory board and the delegation of its powers to the audit committee [1][2] - The revisions will be submitted for approval at the upcoming extraordinary general meeting of shareholders [1] Group 2: Specific Changes in Articles of Association - The legal representative of the company will now be the general manager, who will be appointed or dismissed by the board of directors [2] - The company will bear civil liability for actions taken by the legal representative in the course of their duties [3] - The issuance of shares will adhere to principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same class [4][5] Group 3: Financial Assistance and Capital Increase - The company or its subsidiaries are prohibited from providing financial assistance for the acquisition of its shares, except for employee stock ownership plans [6] - The company can increase capital as needed, following legal and regulatory requirements, with shareholder approval [7] Group 4: Shareholder Rights and Responsibilities - Shareholders have the right to request the court to declare invalid any resolutions made by the board or shareholders' meeting that violate laws or regulations [13] - Shareholders holding more than 5% of the company's shares must report their holdings and any changes to the company [11] - The company must ensure that the interests of minority shareholders are protected against actions by controlling shareholders [19][20]

Core Viewpoint - Shanghai Daming City Enterprise Co., Ltd. has disclosed its key operating data for the real estate business for the first half of 2025, indicating a sales area of 100,000 square meters and a sales amount of 648 million yuan as of June 30, 2025 [1]. Summary by Category - **Company Performance** - The company reported a sales area of 100,000 square meters [1]. - The total sales amount reached 648 million yuan [1]. - **Regulatory Compliance** - The announcement is made in accordance with the relevant provisions of the "Guidelines for the Disclosure of Industry Information by Listed Companies No. 2 - Real Estate" [1]. - **Accountability** - The board of directors and all directors of the company guarantee that the announcement does not contain any false records, misleading statements, or major omissions, and they assume individual and joint responsibility for the authenticity, accuracy, and completeness of its content [1].

Core Viewpoint - The report details the fundraising and usage status of Shanghai Daming City Enterprise Co., Ltd., highlighting the termination of a specific investment project and the allocation of surplus funds to working capital [1][2][9]. Fundraising Overview - The company raised a total of RMB 2,959,970,000 after deducting issuance costs of RMB 40,030,000, with the funds received on September 24, 2014 [1][2]. - The surplus funds amounting to RMB 222,296,700 were permanently allocated to working capital after the termination of the Mingcheng Yongtai Eastern Hot Spring Tourism New District Phase I project [2][9]. Fund Management - The company has established a fundraising management system in compliance with relevant laws and regulations, ensuring that funds are stored in dedicated accounts and used strictly for approved projects [3][4]. - As of June 30, 2025, the special accounts for the raised funds have been either canceled or converted to general accounts [4][9]. Fund Usage - The company has utilized RMB 273,770,000 from the raised funds, with no changes in the investment projects [10]. - The company has temporarily supplemented working capital with idle funds, ensuring that these actions do not affect the construction of fundraising projects [6][11]. Project Termination and Surplus Funds - The investment project associated with the 2013 non-public offering has been terminated, and the remaining funds have been redirected to working capital [9][12]. - The total surplus funds allocated to working capital amount to RMB 222,296,700, with no other uses reported [11][12].

Core Viewpoint - The document outlines the fundraising management system of Shanghai Daming City Enterprise Co., Ltd., emphasizing the importance of proper management and utilization of raised funds to protect investors' rights, particularly those of small and medium investors [1]. Group 1: Fundraising Management Principles - The company must use raised funds specifically for their intended purposes, aligning with national industrial policies and legal regulations, and should primarily benefit the main business to enhance competitiveness and innovation [2]. - A robust internal control system must be established for the management, use, and supervision of raised funds, including clear approval authority and risk control measures [2][3]. - The company’s controlling shareholders and actual controllers are prohibited from misappropriating or occupying the raised funds, and any such incidents must be disclosed promptly [2][3]. Group 2: Fund Storage and Management - Raised funds must be stored in a dedicated account approved by the board, and no other accounts should be used for these funds [3][4]. - The financial department is responsible for establishing and managing the dedicated account, ensuring that all funds are deposited promptly [3][4]. - Regular audits of the fund's storage and usage must be conducted, with findings reported to the audit committee [4][5]. Group 3: Fund Usage Regulations - The company must adhere to the usage plan outlined in the fundraising application documents and cannot change the purpose without proper procedures [5][6]. - If a fundraising project faces significant changes in market conditions or delays, the feasibility and expected returns must be reassessed [6][7]. - Funds cannot be used for financial investments or to benefit related parties improperly [7][8]. Group 4: Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [25][26]. - The company must ensure that new investment projects are viable and have good market prospects [26][27]. - If funds are to be transferred or replaced, detailed reasons and financial implications must be disclosed [29][30]. Group 5: Oversight and Reporting - The company must provide accurate and complete disclosures regarding the actual use of raised funds, especially if there are significant deviations from the planned usage [30][31]. - The board must conduct semi-annual reviews of fundraising projects and report on the status of fund usage [31][32]. - Independent auditors and financial advisors are required to conduct ongoing supervision and provide reports on the management and usage of raised funds [32][33].

General Principles - The company establishes a donation management system to regulate external donations, enhance corporate social responsibility, and improve brand image [2][3] - External donations refer to cash and physical asset donations made by the company and its subsidiaries [2] Principles of External Donations - The company must not require recipients to provide benefits in financing, market access, or administrative permits in exchange for donations [4] - Donations should not be made in the name of individuals, and the company has the right to ensure the recipient's legitimate intent [5] - The company should actively participate in social welfare activities unless it is facing losses or operational challenges [5] Scope, Types, and Beneficiaries of Donations - The company can donate cash and physical assets, excluding essential fixed assets and deteriorated goods [9] - Types of donations include support for disadvantaged groups, infrastructure construction, and other public welfare activities [10] - Beneficiaries of donations include public welfare organizations, non-profit institutions, and disadvantaged individuals [11] Decision-Making Procedures and Rules for Donations - Donation proposals must be submitted by relevant departments and analyzed by the finance department before approval [12] - Donations up to 10 million yuan can be approved by the CEO and chairman if they do not exceed 0.5% of the latest audited net assets [13] - Donations exceeding 50 million yuan require board approval and shareholder meeting approval if they exceed 0.5% of net assets [14][15] Monitoring and Supervision of Donations - The company must maintain a record of donation activities and report to the finance department and board secretary [15] - The securities affairs department is responsible for organizing decision-making and information disclosure related to donations [16] - After completing donation projects, evaluations and summaries must be reported annually to the finance department and board secretary [16] Additional Provisions - The terms "above" include the stated number, while "below" and "exceed" do not [18] - The board is responsible for interpreting and revising the donation management system [19] - The system takes effect upon approval by the board [20]

上海大名城企业股份有限公司 内部审计制度 第一章 总则 第一条 为加强上海大名城企业股份有限公司（以下简称"公司"）审计监督和内部控 制，规范公司内部审计工作，维护公司股东合法权益，保障公司经营活动健康有序发展，根 据《中华人民共和国审计法》 《中华人民共和国审计法实施条例》 《审计署关于内部审计工作 的规定》《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等法律、法规、部 门规章、规范性文件及《上海大名城企业股份有限公司公司章程》 （以下简称"《公司章程》 的相关规定，制定本制度。 第二条 公司及公司各成员企业应接受内部审计监督。公司下属各成员企业指公司控股 的、纳入公司合并报表范围的各级分子公司。 第二章 机构设置与人员 第三条 公司董事局审计委员会负责核准内部审计制度和审计计划，协调、指导、监督 审计部门的工作。 第四条 公司设审计部，对董事局负责。审计部作为董事局审计委员会的日常工作机构， 对董事局负责，在公司董事局的直接领导下独立开展内部审计工作，负责组织、开展各项具 体审计业务并向审计委员会报告工作。审计部应当保持独立性，不得置于财务部门的领导之 下，或者与财务部门合署办公。审计委员会 ...