天津森宇律师事务所 关于天津天保基建股份有限公司 2025 年第四次临时股东大会的 法律意见书 致：天津天保基建股份有限公司 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》等有关法律、行政法规、规范性文件以及《天津天保基建股份有限公 司章程》（以下简称"《公司章程》"）的规定，天津森宇律师事务所接受天津天 保基建股份有限公司（以下简称"公司"）的委托，指派本所张贝贝律师、付玉静 律师出席公司 2025 年第四次临时股东大会（以下简称"本次股东大会"），并出具 本法律意见书。 为出具本法律意见书，本所律师审查了《公司章程》、公司董事会为召开本次 股东大会所做的董事会决议、公告文件、出席本次股东大会股东或股东委托代理人 的登记证明等相关必要的文件和资料。同时，本所已得到公司的书面确认，即公司 提供给本所律师的所有文件及相关资料均是真实、完整、有效的，无任何隐瞒、遗 漏和虚假之处。 本所及本所律师保证本法律意见书所认定的事实真实、准确、完整，所发表的 结论性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并对本法律 意见书发表的法律意见承担相应法律责任。 本法律意见书仅供 ...

一、会议召开和出席情况 （一）会议召开情况 1、召开时间 （1）现场会议时间：2025年9月11日（星期四）下午2:30 证券代码：000965 证券简称：天保基建 公告编号：2025-43 天津天保基建股份有限公司 2025 年第四次临时股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完 整，没有虚假记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东大会未出现否决提案的情形。 2、本次股东大会不涉及变更以往股东大会已通过的决议。 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投 票的时间为2025年9月11日上午9:15至9:25，9:30至11:30和下午 1:00至3:00；通过互联网投票系统投票的时间为2025年9月11日上 午9:15至下午3:00。 2、召开地点：天津空港经济区西五道35号汇津广场一号楼公 司八楼会议室 3、召开方式：采取现场投票与网络投票相结合的方式 4、召集人：公司董事会 1 5、主持人：董事长侯海兴先生 6、会议的召集、召开程序符合《中华人民共和国公司法》《深 圳证券交易所股票上市规则》等法律、法规、规范性文件及《天津 天保基建股份有限公司公 ...

Core Viewpoint - Tianjin Tianbao Infrastructure Co., Ltd. held an online investor meeting on September 11, 2025, where company executives addressed various business and development plans, indicating a proactive approach to investor relations and future growth opportunities [1][2]. Investor Relations Activity Details - The investor relations activity included a performance briefing and an online collective reception day, conducted on the "Panorama Roadshow" platform from 15:00 to 17:00 on September 11, 2025. Key personnel included Chairman Hou Haixing, Independent Director Zhang Kun, CFO Zhuang Wei, and Board Secretary He Qian [2]. Business and Planning Responses - **SCO Summit Revenue**: The company's international apartments participated in the SCO Summit-related reception work, but no specific revenue impact was disclosed [3]. - **Urban Renewal Projects**: Currently, there are no urban renewal projects, but the company plans to actively explore related project sources based on strategic goals [3]. - **Sales Strategy**: The company aims to break traditional sales thinking by leveraging surrounding educational resources and the "Enjoy Future" brand to attract customers from urban and out-of-province areas, promoting a "future community" cultural concept [3]. - **Market Value Management**: The company emphasizes market value management and has developed a "Valuation Enhancement Plan," approved by the board, focusing on "value creation" and "value transmission" [3]. - **Share Buyback Plan**: The company will comply with disclosure obligations if a share buyback plan is initiated [3]. - **Business Clarification**: The company holds a 60% stake in Tianjin Zhongtian Aviation Co., which is involved in the Airbus A320 assembly line project, clarifying that its main business is real estate development and sales, not aircraft manufacturing [3]. - **AI Immunity Cooperation Project**: In November 2024, the company signed a cooperation agreement with Nankai University to establish an AI immunity drug platform, utilizing the R&D center project as a base [3]. - **Future Planning and Stock Measures**: The company aims to become a "city development operator and integrated service provider," focusing on urban real estate development while optimizing industrial operation services and investment services [3]. - **Dividend Distribution**: The company has distributed a total of 268 million yuan in cash dividends since its listing, with the total dividend amount for the last three years (2022-2024) being 55.4915 million yuan, accounting for 92.2% of the net profit attributable to the parent company [3]. - **Stock Price Management**: Management acknowledged that stock prices are influenced by various external factors and emphasized a focus on business improvement and enhanced communication with investors [3].

证券代码：000965 证券简称：天保基建 | 提升公司内在价值与加强市场沟通等多维度发力，努力 | | --- | | 实现公司市值与内在价值的动态匹配，为广大股东创造 | | 更大的价值。 | | 5、天保基建市值是怎么管理的？公司管理层对市值有何 | | 规划？ | | 答：您好，公司高度重视市值管理，已制定《估值提升 | | 计划》并经公司第九届董事会第二十三次会议审议通过， | | 具体内容详见公司于 2025 年 3 月 29 日刊登在巨潮资讯 | | 网（www.cninfo.com.cn)的《估值提升计划》。公司将 | | 根据相关规定及公司自身战略规划从"价值创造"和 | | "价值传递"两方面制定和实施符合公司实际情况的市 | | 值管理计划，不断探索创新市值管理的方式与方法，从 | | 提升公司内在价值与加强市场沟通等多维度发力，努力 | | 实现公司市值与内在价值的动态匹配，为广大股东创造 | | 更大的价值。 | | 6、公司是否有回购股份计划 | | 答：您好！如有回购股份计划，公司将严格按照相关规 | | 定及时履行信息披露义务。感谢您的关注。 | | 7、为什么一家这么好的公司 ...

Core Viewpoint - Tianbao Infrastructure (000965) has reported impressive financial results for the first half of 2025, achieving significant growth in net profit and sales despite a challenging real estate market environment [1][2]. Financial Performance - In the first half of 2025, the company achieved operating revenue of 486 million yuan, with net profit attributable to shareholders reaching 118 million yuan, a substantial increase of 2106.58% compared to 5.35 million yuan in the same period last year [2]. - Basic and diluted earnings per share both stood at 0.1064 yuan, reflecting a year-on-year growth of 2116.67%, indicating a significant enhancement in shareholder returns [2]. - The company's asset-liability ratio at the end of the reporting period was 57.68%, remaining within a reasonable range for the industry, while net assets attributable to shareholders increased by 1.97% to 5.547 billion yuan, demonstrating steady improvement in asset quality [2]. - The average financing cost for bank loans was 2.69%, and for bond financing, it was 3.27%, both lower than the industry average, contributing to a 15.19% year-on-year decrease in financial expenses [2]. Real Estate Business Breakthrough - The company achieved a sales contract amount of 1.82 billion yuan in the real estate sector, marking a year-on-year increase of 68.21%, with accelerated market absorption [3]. - Tianbao Infrastructure strengthened its market position, ranking fourth in Tianjin for residential transaction value and seventh overall, with three projects entering the top five in sales rankings for Binhai New Area [3]. - The company is actively implementing its "Future Community" strategy, with pilot projects integrating all-age-friendly and urban integration concepts, aiming to create a "10-minute living circle" service model [3]. Project Development and Diversification - Key projects such as the second phase of Huijin Plaza and the Comprehensive Bonded Zone R&D Center were completed on schedule, providing ample space for future "themed park" leasing [4]. - The core residential project "Yijing Fanghua" reached a development progress of 94.40%, while "Tiancheng Yanju" achieved 90.00%, laying a solid foundation for the company's revenue in the coming years [4]. - The company has made initial progress in industrial diversification, successfully launching the operation of industrial parks and securing a strategic supply agreement worth approximately 400 million yuan with Tongrentang for natural bull bile [4]. - Subsidiaries have shown significant contributions, with net profit from Tianjin Binhai Kaiyuan Real Estate Development Co., Ltd. increasing by 1411.09% and Tianjin Zhongtian Aviation Industry Investment Co., Ltd. by 506.42%, further enhancing the company's overall growth momentum [4].

Group 1 - The real estate sector showed strong performance at the beginning of the trading session, with *ST Nanzhi hitting the daily limit up [1] - Other companies such as Wantong Development, Zhangjiang Hi-Tech, Nanjing High-Tech, Tianbao Infrastructure, and Tongji Science and Technology also experienced gains [1]

Market Overview - The Shanghai Composite Index rose by 1.14% on August 28, with 22 out of 28 sectors experiencing gains, particularly in the communication and electronics sectors, which increased by 7.14% and 5.53% respectively [1] - The real estate sector also saw a rise of 1.14% [1] - The coal and agriculture sectors faced declines, with decreases of 0.81% and 0.73% respectively [1] Capital Flow Analysis - The main capital flow showed a net outflow of 44.343 billion yuan across the two markets, with five sectors experiencing net inflows [1] - The electronics sector led the net inflow with 10.553 billion yuan, followed by the communication sector with 4.998 billion yuan [1] - A total of 26 sectors experienced net outflows, with the computer sector leading at 11.007 billion yuan, followed by the pharmaceutical sector at 7.892 billion yuan [1] Real Estate Sector Performance - The real estate sector had a net inflow of 1.019 billion yuan, with 51 out of 100 stocks rising, including two hitting the daily limit [2] - The top three stocks with the highest net inflow were Zhangjiang Hi-Tech (0.849 billion yuan), Wantong Development (0.057 billion yuan), and Tianbao Infrastructure (6.649 million yuan) [2] - The sector also had six stocks with net outflows exceeding 30 million yuan, led by Poly Developments (-1.127 billion yuan), *ST Nanzhi (-777.264 million yuan), and Jindi Group (-540.185 million yuan) [3] Top Gainers in Real Estate - The top gainers in the real estate sector included: - Zhangjiang Hi-Tech: +10.01%, turnover rate 4.08%, net inflow 848.5689 million yuan - Wantong Development: +10.01%, turnover rate 17.06%, net inflow 574.1915 million yuan - Tianbao Infrastructure: +3.78%, turnover rate 13.64%, net inflow 6.64953 million yuan [2] Top Losers in Real Estate - The top losers in the real estate sector included: - Poly Developments: -0.25%, turnover rate 1.67%, net outflow -112.7392 million yuan - *ST Nanzhi: -4.94%, turnover rate 6.06%, net outflow -777.264 million yuan - Jindi Group: +1.49%, turnover rate 3.56%, net outflow -540.185 million yuan [3]

Group 1 - The real estate development sector increased by 1.05% on August 28, with Zhangjiang Hi-Tech leading the gains [1] - The Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] Group 2 - On that day, the real estate development sector saw a net inflow of 1.024 billion yuan from main funds, while retail funds experienced a net outflow of 586 million yuan [2] - The table provided shows the net inflow and outflow of various stocks within the real estate sector, highlighting significant movements in funds [2]

Group 1 - The Tianjin Free Trade Zone concept declined by 3.49%, ranking among the top declines in concept sectors as of the market close on August 27 [1] - Major companies within the sector that experienced significant declines include HNA Technology, Jiuan Medical, and Hengyin Technology [1] - The sector saw a net outflow of 601 million yuan from main funds, with 14 stocks experiencing net outflows, and 8 stocks seeing outflows exceeding 30 million yuan [1] Group 2 - Jiuan Medical had the highest net outflow of main funds at 171.71 million yuan, followed by HNA Technology and Hengyin Technology with outflows of 112.54 million yuan and 80.79 million yuan, respectively [1] - The trading volume for Jiuan Medical was 5.99%, while HNA Technology had a turnover rate of 3.86% [1] - Other companies in the outflow list include Tianbao Infrastructure and Tianjin Port, with respective net outflows of 56.06 million yuan and 42.78 million yuan [1]

Group 1 - The core point of the article is that Tianbao Infrastructure (000965.SZ) announced on its investor interaction platform that the second assembly line for Airbus A320 series aircraft in Tianjin is expected to commence production by the end of October 2025 [1]