天津嘉德恒时律师事务所 天津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 年第五次临时股东大会的 关于天津津投城市开发股份有限公司 2025 年第五次临时股东大会的 法律意见书 中国天津 地址：天津市和平区南市大街与福安大街交口保利国际广场 电话： 86-22-83865255 传真： 86-22-83865266 法律意见书 天津津投城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 ＂） 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 20 年第五次临时股东大会（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 ...

Group 1: Overview of Related Transactions - The company’s wholly-owned subsidiaries, Tianjin Huaxin Urban Development Co., Ltd. and Tianjin Jinxin Urban Development Co., Ltd., plan to borrow CNY 350 million and CNY 150 million from the related party, Tianjin State Investment Capital, with a loan term of 2 years at an annual interest rate of 4.5% [1][2] - The total amount of related transactions with the same related party in the past 12 months reached CNY 1,003.10 million, accounting for 5,930.69% of the company's latest audited net assets [2][3] - The related party, Tianjin State Investment Capital, holds 17.20% of the company's shares and is the controlling shareholder [2] Group 2: Financial Details of Related Party - As of December 31, 2024, Tianjin State Investment Capital had total assets of CNY 228.83 billion and total equity of CNY 81.95 billion, with a net profit of CNY -0.704 billion for the year [2] - As of March 31, 2025, the unaudited total assets were CNY 230.95 billion, total equity was CNY 82.04 billion, and the net profit for the first quarter was CNY -0.092 billion [3] Group 3: Loan Agreement and Guarantees - The loan agreement stipulates a fixed interest rate of 4.5%, which is lower than the company's average financing cost of 6.78% [3][4] - Tianjin Xinglong Real Estate Development Co., Ltd. will provide joint liability guarantee for the CNY 350 million loan to Huaxin Company, while the company will provide pledge guarantees for the CNY 150 million loan to Jinxin Company [4][5] Group 4: Impact of Related Transactions - The borrowing aims to meet the operational funding needs of the subsidiaries and alleviate temporary financial pressure, with no adverse impact on the company's development [4] - The transaction pricing is fair and does not harm the interests of the company or its shareholders, particularly minority shareholders [3][4] Group 5: Capital Increase Proposal - The company plans to increase capital in its wholly-owned subsidiary, Tianjin Xinglong Real Estate Development Co., Ltd., by CNY 490 million through cash and debt-to-equity conversion [6][7] - This capital increase is expected to improve the asset-liability structure of Xinglong Company and enhance the company's financial strength and credit level [9][10]

证券代码：600322 证券简称：津投城开 天津津投城市开发股份有限公司 一、天津津投城市开发股份有限公司 2025 年第五次临时股东大会议程 二、关于全资子公司向关联方借款暨关联交易的议案 三、关于向全资子公司增资的议案 天津津投城市开发股份有限公司 2025 年第五次临时股东大会议程 2025 年第五次临时股东大会 会 议 资 料 二○二五年七月 目 录 1 （2025 年 7 月 11 日） 各位股东： 一、关联交易概述 （2025 年 7 月 11 日） 2 1．关于全资子公司向关联方借款暨关联交易的议案 2．关于向全资子公司增资的议案 2025 年第五次临时股东大会 会 议 文 件 之 一 天津津投城市开发股份有限公司 关于全资子公司向关联方借款暨关联交易的议案 （一）交易基本情况 为保证天津津投城市开发股份有限公司（以下简称"公司"或"津投城开"） 全资子公司日常业务开展，缓解资金压力，公司全资子公司天津市华欣城市开发 有限公司（以下简称"华欣公司"）、天津市津玺城市开发有限责任公司（以下简 称"津玺公司"）拟向关联方津投资本分别申请借款 3.5 亿元和 1.5 亿元，借款期 限为 2 年，借款年 ...

Core Viewpoint - Tianjin Jintou Urban Development Co., Ltd. (600322.SH) is undergoing a transformation plan to exit the real estate sector and shift towards urban centralized heating business due to continuous losses and rising debt ratios [2][3] Group 1: Restructuring Details - The restructuring plan has received approval from the Tianjin State-owned Assets Supervision and Administration Commission and has been passed by the shareholders' meeting [2] - The restructuring consists of three parts: major asset replacement, issuance of shares and cash payment for asset acquisition, and raising matching funds [2][3] - The assets to be acquired are valued at 58.62 billion yuan, while the assets to be disposed of are valued at 1.98 billion yuan [2][4] Group 2: Financial Implications - The net asset value of the disposed assets is 36.36 billion yuan, with a significant impairment loss of 34.38 billion yuan, resulting in a 94.57% impairment rate [3][4] - After the restructuring, the company's net assets are projected to increase from 0.17 billion yuan to 39.75 billion yuan, and the debt ratio is expected to decrease from 96.32% to 69.61% by the end of 2024 [7] - Revenue is anticipated to rise from 27.12 billion yuan to 38.95 billion yuan, and net profit is expected to shift from a loss of 2.31 billion yuan to a profit of 4.3 billion yuan [7] Group 3: Historical Context and Performance - The company has faced declining revenues, with a drop from nearly 10 billion yuan in 2019 to below 3 billion yuan in 2024 [6] - The company has reported continuous net losses since 2020, with four out of the last five years showing negative net profit [6] - The asset-liability ratio has been on the rise, surpassing 90% in 2021 and reaching 97.76% in the first quarter of 2025 [6]

Core Viewpoint - The company plans to borrow a total of 500 million yuan from its controlling shareholder, Tianjin State-owned Capital Investment Operation Co., Ltd., to alleviate financial pressure on its wholly-owned subsidiaries [1][2]. Summary by Sections 1. Overview of Related Transactions - The company's wholly-owned subsidiaries, Tianjin Huaxin Urban Development Co., Ltd. and Tianjin Jinxin Urban Development Co., Ltd., intend to borrow 350 million yuan and 150 million yuan respectively, with a borrowing term of 2 years and an annual interest rate of 4.5% [1]. 2. Board of Directors' Review - The proposal for the related party loan was approved by 9 non-related directors, with no votes against or abstentions [2]. 3. Approval and Procedures - The transaction requires approval from the shareholders' meeting due to its amount exceeding 30 million yuan and accounting for more than 5% of the company's latest audited net assets [2]. 4. Historical Related Transactions - In the past 12 months, the company has engaged in 2 related transactions with Tianjin State-owned Capital, totaling approximately 1,003.1 million yuan, which is 5930.69% of the company's latest audited net assets [2]. 5. Related Party Information - Tianjin State-owned Capital holds 17.20% of the company's shares and is classified as the controlling shareholder [3]. 6. Pricing of Related Transactions - The agreed annual interest rate of 4.5% is lower than the company's average financing cost of 6.78%, ensuring fairness and reasonableness in the transaction [4]. 7. Main Content of the Loan Agreement - The loan agreement specifies that the borrowing term is 2 years, with interest paid quarterly and principal repaid semi-annually [5]. 8. Impact on the Company - The loan aims to meet the operational funding needs of the subsidiaries without adversely affecting the company's development or creating dependency on the related party [6].

Overview - The company Tianjin Jintou Urban Development Co., Ltd. plans to increase capital in its wholly-owned subsidiary Tianjin Xinglong Real Estate Development Co., Ltd. by 490 million RMB through cash and debt-to-equity conversion [1][2] Capital Increase Details - The capital increase amount is 490 million RMB, which will raise the registered capital of Xinglong Company from 100 million RMB to 500 million RMB [4] - This capital increase has been approved by the company's board and will require further approval from the shareholders' meeting due to its size exceeding 50% of the company's latest audited net assets [2][5] Financial Impact - The capital increase aims to improve the asset-liability structure of Xinglong Company, enhance its financial strength, and increase its creditworthiness, which aligns with the company's overall development strategy [5] - As of March 31, 2025, Xinglong Company reported total assets of approximately 9.28 billion RMB and net assets of approximately 8.49 billion RMB [2] Compliance and Approval - The capital increase does not constitute a related party transaction or a major asset restructuring as defined by relevant regulations [2][5] - The company will continue to fulfill its information disclosure obligations as required by laws and regulations [5]

Group 1 - The board meeting of Tianjin Jintou Urban Development Co., Ltd. was held on June 25, 2025, via communication, with all 11 directors present [1] - The board approved a proposal for a wholly-owned subsidiary to borrow from related parties, with a voting result of 9 in favor and 0 against [1] - The board also approved a proposal to increase capital for the wholly-owned subsidiary, with a unanimous voting result of 11 in favor [2] Group 2 - The board resolved to convene the fifth temporary shareholders' meeting of 2025, with a unanimous voting result of 11 in favor [2] - All proposals require approval from the shareholders' meeting [2]

Core Viewpoint - The legal opinion letter from Tianjin Jiade Hengshi Law Firm confirms the legality and validity of the procedures, qualifications, and voting results of the 2025 Fourth Extraordinary General Meeting of Tianjin Jintou Urban Development Co., Ltd. [1][2][3] Group 1: Meeting Procedures - The meeting was convened by the company's board of directors and announced on June 10, 2025, with all necessary details provided in the notice [4][5] - The meeting took place on June 25, 2025, at 14:00, combining both on-site and online voting methods [4][6] - The actual time, location, and agenda of the meeting were consistent with the notice [4][6] Group 2: Attendance and Qualifications - A total of 1 shareholder attended the meeting in person, representing 74,000,000 shares, which is 6.6926% of the total voting shares [5][6] - Online voting was participated by 492 shareholders, representing 66,389,836 shares, which is 6.0043% of the total voting shares [5][6] - The qualifications of attendees and the convenor were verified to be in compliance with relevant laws and regulations [5][6] Group 3: Voting Procedures and Results - The voting process was conducted through both on-site and online platforms, with results consistent with the agenda [6][7] - The proposal regarding funding and related transactions received 139,855,336 votes in favor, accounting for 99.6192% of the valid votes [6][7] - The proposal regarding related transaction plans was approved with 104,660,636 votes in favor, representing 74.5500% of the valid votes [7][8] - The voting results for various proposals showed a significant majority in favor, with detailed breakdowns for small investors [6][7][8]

Core Viewpoint - The article discusses the recent asset restructuring of Tianjin Investment City Development Co., Ltd. (津投城开), which involves divesting its real estate business and acquiring heating-related assets, marking a significant shift in its operational focus [2][3]. Group 1: Asset Restructuring Details - Tianjin Investment City Development has received approval from the Tianjin State-owned Assets Supervision and Administration Commission for a major asset restructuring plan [2]. - The restructuring involves the acquisition of 100% equity in Tianjin Energy Co., Tianjin Thermal Power Co., and Gangyi Heating Co., while divesting all real estate-related assets and liabilities [2][3]. - The divested assets are valued at 198 million yuan, while the acquired assets are valued at a total of 5.862 billion yuan [2][3]. Group 2: Financial Performance and Strategic Shift - The company reported revenues of 3.36 billion yuan, 3.05 billion yuan, and 2.71 billion yuan for 2022, 2023, and 2024 respectively, reflecting year-on-year declines of 27.97%, 9.14%, and 11.19% [4]. - The net profit, after excluding non-recurring losses, totaled a loss of 2.451 billion yuan, with a debt-to-asset ratio reaching 96.32% by the end of 2024 [4]. - The company aims to transition from a real estate development focus to a stable urban heating business to enhance its risk management and long-term stability [4]. Group 3: Implications for the Industry - This transaction is part of a broader initiative by Tianjin Energy Group to promote a new round of state-owned enterprise reform, enhancing the market-oriented and standardized operation of the acquired assets [5]. - The integration of heating assets is expected to contribute positively to the development of Tianjin's heating industry [5].

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个别及连带责任。 重要内容提示： 证券代码：600322 证券简称：津投城开 公告编号：2025—064 天津津投城市开发股份有限公司 关于向全资子公司增资的公告 ● 增资标的名称：天津兴隆房地产开发有限公司 ● 增资方式及金额：天津津投城市开发股份有限公司以现金及债转股的方 式向兴隆公司增资 49,000 万元人民币。 ● 本次增资不属于关联交易，亦不构成《上市公司重大资产重组管理办法》 规定的重大资产重组。 ● 本次增资已经公司十一届三十一次临时董事会会议审议通过，尚需提交 公司股东大会审议批准。 一、增资概述 （一）基本情况 天津兴隆房地产开发有限公司（以下简称"兴隆公司"）系天津津投城市开 发股份有限公司（以下简称"公司"）的全资子公司。近期兴隆公司通过挂牌竞 价方式获取了津东丽沙（挂）2025-10 号地块项目，该项目预计总投资金额约为 15 亿元。为加快项目建设进度，提高兴隆公司的资金实力和综合竞争力，公司 拟以现金及债转股的方式向兴隆公司增资 49,000 万元，兴隆公司注册资 ...