上海大名城企业股份有限公司第九届董事局第二十二次会议决议公告

Group 1 - The company held its 22nd meeting of the 9th Board of Directors on December 2, 2025, with all 9 directors present, and the meeting was conducted in accordance with legal and regulatory requirements [2] - The Board approved the proposal to appoint Tianzhi International Accounting Firm for the 2025 financial and internal control audits with unanimous consent [3] - The proposal to convene the 5th extraordinary general meeting of shareholders in 2025 was also approved unanimously [3] Group 2 - Tianzhi International Accounting Firm, established in December 1988, is a large comprehensive consulting firm based in Beijing, specializing in audit, capital market services, and management consulting [7] - For the year 2024, Tianzhi reported total audited revenue of 2.501 billion yuan, with audit service revenue of 1.938 billion yuan and securities service revenue of 912 million yuan [8] - The firm has a strong investor protection capability, having accumulated a professional risk fund and insurance coverage of no less than 200 million yuan [9] Group 3 - The proposed audit fees for 2025 are set at 1.8 million yuan for financial audits and 400,000 yuan for internal control audits, totaling 2.2 million yuan, unchanged from the previous year [14] - The audit committee reviewed Tianzhi's qualifications and recommended its reappointment, confirming the firm's capability to meet the company's audit requirements [15] - The reappointment of the accounting firm will be submitted for approval at the upcoming extraordinary general meeting of shareholders [16] Group 4 - The company announced that its controlling shareholder, Mingcheng Holdings Group, holds 39.81% of the company's shares, with 115,789,304 shares frozen and 119,798,179 shares marked by judicial authorities [19] - The total amount involved in the judicial actions is approximately 1.230 billion yuan [20] - The company assures that these legal issues will not adversely affect its operations or governance [20] Group 5 - The 5th extraordinary general meeting of shareholders is scheduled for December 22, 2025, with both on-site and online voting options available [23] - The meeting will be held at the Shanghai Millennium Seagull Hotel, and shareholders must register to attend [24] - Voting procedures and requirements for shareholders with multiple accounts are outlined to ensure proper representation [28]