法律意见书 北京海润天睿律师事务所 关于北京市大龙伟业房地产开发股份有限公司 2025 年第三次临时股东会的 法律意见书 北京海润天睿律师事务所 关于北京市大龙伟业房地产开发股份有限公司 2025 年第三次临时股东会的 法律意见书 致：北京市大龙伟业房地产开发股份有限公司 北京海润天睿律师事务所（以下简称"本所"）接受北京市大龙伟业房地产开发 股份有限公司（以下简称"公司"）的委托，指派本所律师对公司 2025 年第三次临 时股东会（以下简称"本次股东会"）进行见证。 中国·北京 北京市朝阳区建外大街甲 14 号广播大厦 5&9&10&13&17 层 邮政编码：100022 电话：（010）65219696 传真：（010）88381869 1 法律意见书 本所律师根据《中华人民共和国证券法》《中华人民共和国公司法》（以下简 称"《公司法》"）、《上市公司股东会规则》（以下简称"《股东会规则》"）、《律师 事务所从事证券法律业务管理办法》《律师事务所证券法律业务执业规则（试行）》 等法律、行政法规、规范性文件以及《北京市大龙伟业房地产开发股份有限公司 章程》（以下简称"《公司章程》"）的规定，对本次股东会的召 ...

证券代码：600159 证券简称：大龙地产 公告编号：2025-031 北京市大龙伟业房地产开发股份有限公司 2025年第三次临时股东会决议公告 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。 重要内容提示： (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东会由董事长李文江主持。会议的召开、表决方式符合《公司法》《上 市公司股东会规则》《上海证券交易所股票上市规则》及公司《章程》的有关规 定。 (五)公司董事、监事和董事会秘书的出席情况 二、 议案审议情况 (一)非累积投票议案 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东会召开的时间：2025 年 8 月 12 日 (二)股东会召开的地点：北京市顺义区府前东街甲 2 号公司会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 3 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 409,119,555 | | 3、出席会议的 ...

Group 1 - The company has proposed amendments to its articles of association and related systems, which were approved by the board of directors [1] - The amendments include nine sub-proposals related to the articles of association, rules for shareholder meetings, and rules for board meetings [1] - The revised content of the systems will be published on the Shanghai Stock Exchange website [1] Group 2 - The company will no longer have a supervisory board or supervisors, with the audit committee of the board of directors assuming the powers of the supervisory board as per the Company Law [2] - Relevant regulations regarding the supervisory board and supervisors will be abolished, and any references to them in the company's systems will no longer apply [2] - Two individuals, Tong Lina and Jiao Jinna, will no longer serve as supervisors or chair of the supervisory board [2]

General Provisions - The company aims to establish a modern state-owned enterprise system with Chinese characteristics to protect the rights and interests of stakeholders [1][2] - The company is required to set up a Chinese Communist Party organization to conduct activities that support production and operations [1][2] Company Structure - The company is registered as a joint-stock company in accordance with the Company Law and has a registered capital of RMB 8.3 billion [2][3] - The company was approved by the China Securities Regulatory Commission to issue 40 million shares to the public in April 1998 and was listed on the Shanghai Stock Exchange in May 1998 [2][3] Management and Responsibilities - The legal representative of the company is elected by the board of directors and is responsible for civil activities conducted in the company's name [3][4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with its entire assets [3][4] Business Objectives and Scope - The company's business objective is to adapt to the socialist market economy, utilize domestic and foreign funds, and promote the rational allocation of production factors [4][5] - The company is engaged in real estate development, property management, real estate information consulting, and sales of building materials [4][5] Share Issuance and Management - The company issues shares in the form of stocks, ensuring equal rights for all shares of the same category [5][6] - The company has issued a total of 830,003,232 shares, all of which are ordinary shares [5][6] Shareholder Rights and Obligations - Shareholders have the right to receive dividends, participate in shareholder meetings, supervise the company's operations, and transfer their shares [11][12] - Shareholders must comply with laws and regulations, pay their subscribed capital, and not abuse their rights to harm the company or other shareholders [15][16] Party Organization - The company has established a Party branch to fulfill its responsibilities, including promoting the Party's policies and participating in major decision-making processes [9][10] - The Party organization plays a supervisory role over the company's operations and ensures compliance with laws and regulations [9][10] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [57][58] - Shareholders holding more than 10% of the shares can request the board to convene a temporary meeting [61][62] Transactions and Financial Management - The company must submit significant transactions, such as asset purchases or sales, for shareholder approval if they exceed certain thresholds [53][54] - The company is prohibited from providing financial assistance to acquire its own shares, except under specific circumstances [5][6]

General Provisions - The company establishes a system to regulate the management of resignations of directors and senior management to ensure stable governance and protect the rights of shareholders [1] - This system applies to directors (including independent directors) and senior management who leave due to term expiration, resignation, dismissal, retirement, or other reasons [1] Resignation Circumstances and Procedures - Directors can resign before their term expires by submitting a written resignation report, which must include the resignation time, reason, position resigned, and whether they will continue to hold any position in the company or its subsidiaries [2] - A resignation becomes effective upon the delivery of the resignation report to the board of directors [2] - If a resignation leads to a situation where the board members fall below the legal minimum, the resigning director must continue to fulfill their duties until a new director is elected [2][3] - The company must complete the election of a new director within sixty days to ensure compliance with legal and regulatory requirements [2] Transfer Procedures and Handling of Unfinished Matters - Resigning directors and senior management must hand over all documents and unfinished business related to the company within a specified number of working days after their resignation becomes effective [3] - They are required to cooperate with the company in follow-up investigations regarding significant matters during their tenure [4] Obligations of Resigning Directors and Senior Management - After leaving, directors and senior management must not use their former positions to interfere with the company's normal operations or harm the interests of the company and its shareholders [4] - The obligation of confidentiality regarding trade secrets remains effective until the information becomes public [4] Shareholding and Trading Restrictions - Directors and senior management must declare their shareholdings and any changes, with restrictions on transferring shares during their tenure and for six months after leaving [5] - They are prohibited from engaging in insider trading or market manipulation [5] Accountability Mechanism - The board of directors will review and determine accountability for any breaches of obligations or commitments by resigning directors and senior management [6] - If a director or senior management resigns to evade responsibilities, the company retains the right to pursue accountability [6]

General Principles - The management measures for the shares held by the company's directors and senior management aim to strengthen the oversight of their shareholdings and changes in accordance with relevant laws and regulations [1][2] - The company is governed by the Company Law, Securities Law, and specific management rules regarding shareholding changes [1] Shareholding Change Management - Directors and senior management are prohibited from reducing their shareholdings under certain circumstances, such as being under investigation for securities violations or facing administrative penalties [2] - There are specific blackout periods during which directors and senior management cannot trade the company's shares, including 15 days before annual and semi-annual reports and 5 days before quarterly reports [2][3] - The maximum amount of shares that directors and senior management can transfer in a year is limited to 25% of their total holdings, with exceptions for certain legal circumstances [2] Additional Provisions - New shares acquired through various means, such as public offerings or stock options, have specific transferability rules, allowing 25% of newly unrestricted shares to be transferred in the year of acquisition [4] - Any untransferred shares at the end of the year will be included in the total for the following year's transfer calculations [4] - Violations of the securities laws regarding the timing of buying and selling shares will result in the company reclaiming any profits made from such transactions [4] Reporting and Compliance - Directors and senior management must report any changes in their shareholdings within two trading days and disclose specific details about the changes [4] - The company secretary is responsible for managing the data and information related to the shareholdings of directors and senior management [4] - Any violations of the management measures will result in the profits being returned to the company and may lead to further disciplinary actions [4]

General Provisions - The document outlines the responsibilities and authority of the General Manager of Beijing Dalong Weiye Real Estate Development Co., Ltd. to ensure compliance with the Company Law and other relevant regulations [1][2] - The company has one General Manager, several Deputy General Managers, and one Chief Financial Officer, all appointed by the Board of Directors [1][2] Responsibilities and Authority - The General Manager is responsible for the overall management of the company's operations and must report to the Board of Directors [1][2] - The General Manager has the authority to manage daily operations, implement board resolutions, and propose the appointment or dismissal of senior management [1][2] - The General Manager must submit annual business plans and reports to the Board within specified timeframes [1][2] Management Meetings - The General Manager's office holds regular meetings to discuss company operations, management structure, and financial plans [2][3] - Meetings are convened weekly, with provisions for special meetings when necessary [2][3] - Meeting records are maintained as important documents and must be kept confidential [5][3] Reporting System - The General Manager is required to report regularly on the company's operational status, major contracts, and financial conditions to the Board [3][5] - Reports must be truthful and cover significant changes in production conditions, financial status, and other critical management issues [3][5] Performance Evaluation and Incentives - The performance of the General Manager and senior management is evaluated by the Board's Compensation and Assessment Committee [3][5] - Compensation is linked to company performance and individual achievements, with penalties for legal violations or negligence [3][5]

Core Points - The document outlines the external guarantee management system of Beijing Dalong Weiye Real Estate Development Co., Ltd, aiming to regulate external guarantee behaviors, control risks, and protect investors' rights and financial safety [1] - The system applies to the company's headquarters and its subsidiaries, with the finance department responsible for managing external guarantees [1][1] - External guarantees must adhere to principles of equality, voluntariness, fairness, integrity, and mutual benefit, and cannot be forced by any individual or entity [1][1] Summary by Sections Chapter 1: General Provisions - External guarantees include those provided to subsidiaries and must be approved by the board of directors or shareholders [1][1] - The total amount of external guarantees must be disclosed, including the proportion of guarantees to the company's latest audited net assets [1][1] - Independent directors must provide a special report on the company's external guarantee situation in the annual report [1][1] Chapter 2: Daily Management and Penalties - The finance department is responsible for daily management of guarantees, including maintaining records and conducting regular audits [6][6] - Any guarantee must be documented in a written contract, and the company must take measures to recover debts if obligations are not met [6][6] - Violations of the guarantee management system can lead to accountability for directors and executives [6][6] Chapter 3: Supplementary Provisions - The company can adjust guarantee limits between joint ventures under specific conditions, and any adjustments must be disclosed [8][8] - The board of directors holds the authority to interpret the management system, which requires shareholder approval for any modifications [7][7]

Core Viewpoint - The company has established a responsibility accountability system for significant errors in annual report disclosures to enhance the quality and transparency of information, ensuring accuracy and timeliness in compliance with relevant laws and regulations [1][2]. Group 1: General Principles - The system aims to improve the operational standards of Beijing Dalong Weiye Real Estate Development Co., Ltd. and strengthen the responsibilities of those involved in annual report disclosures [1]. - The accountability system is based on various laws and regulations, including the Company Law and Securities Law, to ensure compliance and proper governance [1][2]. Group 2: Scope of Accountability - The system applies to directors, senior management, board secretaries, and other personnel involved in the annual report disclosure process [2]. - Significant errors in annual report disclosures are defined as instances of concealment, misreporting, or omission that lead to false records or misleading statements [2]. Group 3: Principles of Accountability - The principles guiding the accountability for significant errors include objectivity, fairness, and the alignment of responsibility with fault [2]. - The company will pursue accountability for errors caused by violations of laws, regulations, or internal controls [2][4]. Group 4: Consequences of Errors - Serious consequences will be imposed for errors resulting from intentional misconduct, obstruction of investigations, or repeated offenses [4]. - Mitigating factors for accountability include effective prevention of adverse outcomes and voluntary correction of errors [4]. Group 5: Implementation and Oversight - The results of accountability measures will be included in the annual performance evaluations of relevant departments and personnel [3][4]. - The board of directors will disclose decisions regarding accountability for significant errors through temporary announcements [3][4].

5. 风险对策：公司管理层按照公司的风险偏好和风险承受能力，采 取规避、降低、分担或接受的风险应对方式，制定相应的风险控 制措施。 6. 控制活动：公司管理层为确保风险对策有效执行和落实所采取的 措施和程序，主要包括批准、授权、验证、协调、复核、定期盘 点、记录核对、财产的保护、职责的分离、绩效考核等内容。 7. 信息与沟通：指识别、采集来自于公司内部和外部的相关信息， 并及时向相关人员有效传递。 8. 检查监督：指对公司内部控制的效果进行监督、评价的过程，通 过持续性监督活动、专项监督评价或者两者的结合进行。 (四) 建立主要风险管理控制措施： 1. 建立科学的公司治理结构，保证股东会、董事会的合法运作和科 学决策。 2. 公司明确界定各部门和各岗位的目标、职责和权限，建立相应的 授权、检查和逐级问责制度，确保其在授权范围内履行职能。 3. 公司建立相关部门之间、岗位之间的制衡和监督机制，并设立专 门负责监督检查的内部审计部门，定期检查公司内部控制缺陷， 评估其执行的效果和效率，并及时提出改进建议。 4. 公司制定内部信息和外部信息的管理政策，确保信息能够准确传 递，确保董事会、高级管理人员及内部审计部门及 ...