夭库嘉德恒时律师事务所 法律意见书 天津嘉德恒时律师事务所 关于天津津投城市开发股份有限公司 2025 年第六次临时股东大会的 法律意见书 天津津投 市开发股份有限公司 天津嘉德恒时律师事务所（以下简称"本所")接受天津津投城市开发股份 有限公司（以下简称"公司")的委托，根据《中华入民共和国公司法》（以下简 称"《公司法》"入《中华人民共和国证券法》（以下简称"《证券法》")、中国证券 监督 管理委员会（ 以下简称"中国证监会")颁布的《上市公司股东大会规则》 （以下简称"《股东大会规则》")等现行有效的法律、行政法规和规范性文件以 及现行有效的《天津津投城市开发股份有限公司章程》（以下简称"《公司章程》") 的规定，指派律师出 席了公司 2025 年第六次临时股东大会（ 以下简称"本次股 东大会")'并就本次股东大会相关事项出具本法律意见书。 本法律意见书仅就本次股东大会的召集和召开程序、出席本次股东大会人员 资格及召集 资格、会议表决程序是否符合有关法律、 行政法规、 股东大会 规则 公司章程 的规定以及表决结果是否合法有效发表意见，并不对本次 股东大会所审议的议案内容以及该等议案所表述的相关事实或数据 ...

Group 1 - The company is holding its sixth extraordinary general meeting of shareholders in August 2025 to discuss various agenda items, including the election of a non-independent director and the cancellation of the supervisory board [1][2] - The company proposes to elect Mr. Zang Qiang as a candidate for the non-independent director position, following the resignation of Mr. Cui Wei, which left the board with only 10 members, below the required 11 [2][3] - Mr. Zang Qiang has no shares in the company and meets all legal and regulatory requirements to serve as a director [2][3] Group 2 - The company plans to cancel the supervisory board in accordance with the new Company Law effective from July 1, 2024, with the responsibilities being transferred to the board's budget and audit committee [2][3] - The company will revise its Articles of Association to reflect this change, including updates to the roles and responsibilities of the board and the legal representative [3][4] - The proposed amendments to the Articles of Association include changes to the definitions of the legal representative and the rights and obligations of shareholders [3][4][5] Group 3 - The company will adjust its operational scope and investment direction as needed, subject to approval by the shareholders' meeting and relevant government departments [5][6] - The company emphasizes that all assets will be divided into equal shares, and shareholders will be liable only to the extent of their subscribed shares [5][6] - The company will ensure that all shares issued will have equal rights and that any changes to the capital structure will be conducted transparently [6][7]

证券代码：600322 证券简称：津投城开 一、天津津投城市开发股份有限公司 2025 年第六次临时股东大会议程 天津津投城市开发股份有限公司 二、关于补选公司非独立董事的议案 三、关于取消监事会并修订《公司章程》的议案 2025 年第六次临时股东大会 四、关于修订《股东会议事规则》的议案 会 议 资 料 二○二五年八月 目 录 五、关于修订《董事会议事规则》的议案 六、关于修订《独立董事制度》的议案 1 天津津投城市开发股份有限公司 2025 年第六次临时股东大会议程 （2025 年 8 月 21 日） 2 1．关于补选公司非独立董事的议案 2．关于取消监事会并修订《公司章程》的议案 3．关于修订《股东会议事规则》的议案 4．关于修订《董事会议事规则》的议案 5．关于修订《独立董事制度》的议案 2025 年第六次临时股东大会 会 议 文 件 之 一 天津津投城市开发股份有限公司 关于补选公司非独立董事的议案 （2025 年 8 月 21 日） 各位股东： 根据《公司章程》的相关规定，公司董事会设 11 名董事。崔巍先生因工作 调整原因，向公司董事会提出辞去公司董事职务，公司董事会的成员为 10 名， 低于《 ...

Investment Rating - The industry rating is optimistic, expecting overall returns to exceed the CSI 300 index by more than 5% in the next six months [11]. Core Insights - The report highlights that the real estate sector is experiencing a positive market trend, with the Shanghai Composite Index and Shenzhen Composite Index rising by 0.34% and 1.42% respectively on August 11, 2025. The Shenwan Real Estate Index increased by 1.24% [3]. - Specific developments include the planning adjustments in Shenzhen's Guangming District, which involve four residential land plots with varying land areas and floor area ratios [5]. - Guangzhou's state-owned enterprise, Zhujiang Real Estate, has initiated a price guarantee action for seven projects, promising to compensate buyers for price differences until the end of the year [6]. Market Performance - The top five performing stocks in the real estate sector include Shen Property A, Wantong Development, Tianbao Construction, Fuxing Shares, and Jintou City Development, with respective increases of 10.01%, 9.96%, 6.65%, 6.41%, and 6.01%. Conversely, the largest declines were seen in Rongfeng Holdings, Yatong Shares, Huali Family, Guangming Real Estate, and Shangshi Development, with decreases of -4.81%, -2.92%, -1.70%, -1.11%, and -1.04% [4]. Company Announcements - Huazhong City Holdings announced a suspension of trading due to a court-ordered liquidation [9]. - Zhuhai Huafa Industrial Co., Ltd. adjusted the coupon rate of its corporate bonds from 3.90% to 2.30%, with a total issuance of 2 billion yuan and a maturity of five years [9]. Industry News - The Shenzhen Intermediate People's Court announced the auction of the Shenzhen Huangting Plaza, with an estimated value of 4.361 billion yuan and a starting price of approximately 3.053 billion yuan [8].

Group 1 - The Tianjin Free Trade Zone concept rose by 3.27%, ranking third among concept sectors, with 14 stocks increasing, including Gui Faxiang which hit the daily limit, and Tianbao Infrastructure, Jintou City Development, and Haitai Development showing notable gains of 6.65%, 6.01%, and 4.64% respectively [1] - The top concept sectors by daily change included PEEK materials at 5.99%, MicroLED concept at 3.32%, and AI PC at 3.11%, while the metal lead and zinc sectors saw declines of -0.27% and -0.23% respectively [1] - The Tianjin Free Trade Zone concept attracted a net inflow of 176 million yuan from main funds, with eight stocks receiving net inflows, and six stocks exceeding 10 million yuan in net inflow, led by Gui Faxiang with a net inflow of 103 million yuan [1] Group 2 - The main fund inflow ratios for Gui Faxiang, Jintou City Development, and HNA Technology were 20.56%, 13.27%, and 8.72% respectively, indicating strong investor interest [2] - The top stocks in the Tianjin Free Trade Zone concept by main fund flow included Gui Faxiang with a daily increase of 9.99% and a turnover rate of 20.80%, followed by HNA Technology with a 4.52% increase and a turnover rate of 4.66% [2] - Other notable stocks included Tianjin Port with a 3.80% increase and a turnover rate of 2.10%, and Jintou City Development with a 6.01% increase and a turnover rate of 4.65% [2]

智通财经8月1日电，天津津投城市开发股份有限公司公告，新增8起诉讼（仲裁）案件，涉案金额合计 910.37万元，占公司最近一期经审计净资产绝对值的53.82%。案件涉及房屋买卖合同纠纷、提供劳务者 受害责任纠纷、合同纠纷、带薪年休假工资纠纷等，目前均处于一审或劳动仲裁阶段，对公司本期利润 或期后利润的影响存在不确定性。 案件具体情况如下： 1、案件编号（2025）津 0110 民初 6264 号，原告刘畅，被告天津市华兆房地产开发有限公司（全资子 公司），第三人天津市华升物业管理有限公司（全资子公司），受理机构为天津市东丽区人民法院，案 由为房屋买卖合同纠纷，涉案金额 55,000.00 元，目前处于一审阶段。 7、案件编号（2025）苏 0507 民初 6744 号，原告万莹，被告苏州华强房地产开发有限公司（全资子公 司），受理机构为苏州市相城区人民法院，案由为商品房预约合同纠纷，涉案金额 377,106.43 元，目前 处于一审阶段。 2、案件编号（2025）津 0101 民初 3157 号，原告董惠清、李健，被告津投城开及中创、振赫、张冬 冬、邢蕊，受理机构为天津市和平区人民法院，案由为提供劳务者受害责 ...

Core Points - The document outlines the independent director system for Tianjin Jintou Urban Development Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [2][3][4] Group 1: General Principles - The independent director is defined as a board member who does not hold any other position in the company and has no direct or indirect interests that could affect their independent judgment [3] - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must perform their roles in accordance with relevant laws and regulations [3][4] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [4] Group 2: Appointment and Qualifications - Independent directors must meet specific qualifications, including legal eligibility, independence, relevant experience, and good personal character [4][6] - Individuals with certain relationships or interests in the company are prohibited from serving as independent directors [5][6] Group 3: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [15][16] - They have special powers, including hiring external consultants, calling for shareholder meetings, and expressing independent opinions on matters that may harm the company or minority shareholders [15][16] Group 4: Performance and Reporting - Independent directors must attend board meetings and can only miss meetings under specific circumstances, with a requirement to submit a written resignation report if they resign [18][19] - They are required to submit an annual performance report detailing their activities and interactions with shareholders and management [12][13] Group 5: Support and Resources - The company must provide necessary support and resources for independent directors to perform their duties effectively, including access to information and communication with management [29][30] - Independent directors are entitled to reasonable compensation, which must be disclosed in the company's annual report [34]

Core Points - The document outlines the rules for convening and conducting shareholder meetings for Tianjin Jintou Urban Development Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: General Provisions - The company establishes rules to regulate its behavior and ensure shareholders can exercise their rights according to the Company Law and Securities Law [1] - The board of directors is responsible for organizing shareholder meetings diligently and on time [2] - Shareholder meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [1][2] Group 2: Convening Shareholder Meetings - If the company cannot convene a meeting within the specified timeframe, it must report to the local securities regulatory authority and the stock exchange [2] - Independent directors can propose extraordinary meetings, and the board must respond within ten days [3][4] - Shareholders holding more than 10% of shares can request an extraordinary meeting, and the board must provide feedback within ten days [4][5] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be clearly defined [13] - The board can decide on procedural issues related to shareholder proposals, requiring consent from the original proposer for any changes [14] - Shareholder meeting notifications must be sent out 20 days prior for annual meetings and 15 days for extraordinary meetings [19] Group 4: Voting and Resolutions - Resolutions can be ordinary or special, with different voting thresholds required for each type [24][26] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval [24][26] - The company must provide a platform for both in-person and online voting to facilitate shareholder participation [27][28] Group 5: Meeting Conduct and Documentation - The meeting must be presided over by the chairman or a designated director, and all relevant parties must attend [34][35] - Meeting records must include detailed accounts of proceedings, attendance, and voting results [48] - The company must announce the results of the resolutions promptly after the meeting [46]

General Provisions - The guidelines aim to improve the governance structure and operational system of the company in accordance with modern enterprise systems and relevant laws [1] - The guidelines define the qualifications, appointment procedures, powers, and responsibilities of the general manager and other managerial personnel [1][2] - The general manager is responsible to the board of directors, while the deputy general manager and chief accountant are responsible to the general manager [1] Qualifications and Appointment Procedures - The general manager must possess rich economic and management knowledge, strong management capabilities, and relevant work experience [2] - Individuals with certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as general manager [2][3] - The appointment of the general manager is proposed by the chairman and requires board approval, while deputy general managers and chief accountants are nominated by the general manager [4][5] Powers of Managerial Personnel - The general manager has the authority to manage production and operations, propose board meetings, and represent the company in external matters [5][6] - The deputy general managers have specific responsibilities related to marketing, operations, investment expansion, and engineering management [6][7][8] Responsibilities of Managerial Personnel - The general manager must report to the board on major contracts, financial conditions, and operational performance, ensuring the accuracy of these reports [9][10] - Managerial personnel are required to adhere to company regulations, act in the company's best interest, and avoid conflicts of interest [10][11] Performance Evaluation and Incentives - The board is responsible for evaluating the performance of the general manager, linking compensation to company performance and individual achievements [12][13] - In cases of termination or resignation, an exit audit must be conducted to assess the general manager's performance [12][13]

Core Viewpoint - The article outlines the implementation details of the Strategic and Investment Review Committee established by Tianjin Jintou Urban Development Co., Ltd. to enhance decision-making processes and improve the quality of major investment decisions [1][2]. Group 1: General Provisions - The committee is set up to adapt to the company's strategic development needs and enhance core competitiveness [1]. - It is a specialized working body of the board of directors responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [1]. Group 2: Composition of the Committee - The committee consists of five directors, including at least one independent director [2]. - Members are nominated by the chairman or a majority of independent directors and elected by the board [2]. - The chairman of the committee is the company's chairman [2]. Group 3: Responsibilities and Authority - The committee's main responsibilities include researching the company's long-term strategic planning, reviewing major investment financing plans, and assessing significant capital operations [3][4]. - It is also responsible for checking the implementation of these matters and other authorized affairs [3]. Group 4: Decision-Making Procedures - The Investment Review Group prepares for the committee's decisions by gathering relevant materials and conducting preliminary reviews [4][5]. - The committee convenes meetings based on proposals from the Investment Review Group and submits discussion results to the board [5]. Group 5: Meeting Rules - The committee holds meetings irregularly, primarily in person, with provisions for remote participation if necessary [6]. - A quorum requires attendance from at least two-thirds of the members, and decisions are made by a majority vote [6][7]. - Meeting records must be kept, and members have confidentiality obligations regarding discussed matters [7][8]. Group 6: Supplementary Provisions - The implementation details take effect upon approval by the board and are subject to relevant laws and regulations [8]. - The board holds the interpretation rights of these implementation details [8].