南国置业股份有限公司2025年第三次临时股东大会决议公告

Summary of the Extraordinary General Meeting of Shareholders Core Viewpoint The extraordinary general meeting of shareholders of Nanguo Real Estate Co., Ltd. was held on October 31, 2025, where all proposals were approved without any dissenting votes. The meeting focused on significant asset restructuring and related transactions. Meeting Details - The meeting was held on October 31, 2025, at 14:30, with both on-site and online voting options available [3][5]. - The location of the meeting was at the Financial Service Center, Huazhong Xiaoguishan Financial Culture Park, Wuhan [4]. - The meeting was convened by the board of directors, chaired by Mr. Li Mingxuan [6][7]. Attendance - A total of 1,071 shareholders and authorized representatives attended, representing 937,818,101 voting shares, which is 54.08% of the total voting shares [8]. - Among them, 1,036 shareholders participated via online voting, representing 169,323,335 shares, or 9.76% of the total [8][10]. - Small and medium-sized shareholders accounted for 13.59% of the voting shares present [9]. Proposal Voting Results 1. Major Asset Restructuring Compliance: - Approved by 206,716,004 shares, 87.73% of the valid votes [11]. 2. Related Party Transactions: - Approved by 206,405,104 shares, 87.60% of the valid votes [12]. 3. Major Asset Sale and Related Transactions: - Approved by 206,615,604 shares, 87.69% of the valid votes [13][14]. 4. Transaction Counterparty: - Approved by 206,610,204 shares, 87.69% of the valid votes [15]. 5. Asset Pricing and Payment Methods: - Approved by 206,477,204 shares, 87.63% of the valid votes [17][19]. 6. Transition Period Profit and Loss Arrangement: - Approved by 206,448,004 shares, 87.62% of the valid votes [20]. 7. Delivery of Assets: - Approved by 206,510,204 shares, 87.65% of the valid votes [21]. 8. Liability for Breach: - Approved [23]. 9. Debt and Employee Arrangements: - Approved by 206,606,404 shares, 87.69% of the valid votes [24]. 10. Validity of Resolutions: - Approved by 206,610,804 shares, 87.69% of the valid votes [25]. 11. Approval of Transaction Reports: - Approved by 206,600,704 shares, 87.69% of the valid votes [33]. 12. Independent Assessment of Transaction: - Approved by 206,737,104 shares, 87.74% of the valid votes [34]. 13. Impact on Immediate Returns: - Approved by 206,465,204 shares, 87.63% of the valid votes [35]. 14. Special Self-Inspection Report: - Approved by 206,737,104 shares, 87.74% of the valid votes [36]. 15. Authorization for Board to Handle Transactions: - Approved by 206,531,704 shares, 87.66% of the valid votes [37]. 16. Amendments to Company Articles: - Approved by 908,509,801 shares, 96.87% of the valid votes [39]. 17. Amendments to Meeting Rules: - Approved by 908,861,301 shares, 96.91% of the valid votes [40]. 18. Amendments to Board Meeting Rules: - Approved by 908,752,901 shares, 96.90% of the valid votes [41]. 19. Abolition of Supervisory Meeting Rules: - Approved by 908,539,801 shares, 96.88% of the valid votes [42]. Legal Opinion The legal opinion provided by Hubei Huajun Law Firm confirmed that the meeting was convened and conducted in accordance with relevant laws and regulations, and all resolutions passed are valid [43]. Documents for Reference 1. Resolutions from the third extraordinary general meeting of shareholders in 2025 2. Legal opinion from Hubei Huajun Law Firm [44].