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 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 9 层 电话： 86-22-83865255 传真： 86-22-83865266 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 法律意见书 致 ： 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 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 202 5 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。 经本所律师核 查 ，本次股东大会召开的实际时间 ...

Group 1 - The company plans to exchange all remaining assets and liabilities, except for retained assets and liabilities, with Jiangtong Development for a 57% stake in Jinhui Magnetic Selection, with cash compensation for the difference [1][2] - The company intends to repay financial liabilities of 661 million yuan before the shareholder meeting notification [1][2] - The remaining 43% equity of the target company is held by four employee stock ownership platforms [1] Group 2 - The valuation of the target company Jinhui Magnetic Selection is based on the asset-based method and income method, with the income method chosen as the final assessment method [2][3] - The target company's revenue for the last two years was 451 million yuan and 483 million yuan, indicating a production model based on "sales determine production" [2][3] Group 3 - The target company's inventory value at the end of 2024 is 379 million yuan, accounting for 47.38% of total assets, primarily consisting of raw materials, inventory goods, and shipped products [4] - The company needs to disclose the specific composition of inventory and the revenue proportion of customized products over the last three years [4][5] Group 4 - The company's accounts receivable and notes receivable at the end of the reporting period were 167 million yuan and 88 million yuan, accounting for 37.03% and 18.22% of revenue, respectively [5][6] - The company must analyze the aging structure of accounts receivable and the credit policy of the top five customers [6] Group 5 - The target company has 46 patents, with 7 co-owned with other entities, indicating potential complexities in intellectual property rights [7] - The company needs to clarify the role of co-owned patents in production and whether there are any disputes regarding intellectual property [7] Group 6 - The target company's overseas revenue accounted for 12.76% and 22.51% of total revenue in the last two years, with plans to increase product exports in 2024 [8] - The company should disclose the types of overseas customers and the reasons for growth in overseas business [8]

Group 1 - The company held an online investor reception day on July 2025, where executives discussed operational performance and future plans with investors [1] - The company emphasizes high dividend returns to shareholders and aims to maintain current dividend levels despite market conditions [1][2] - The company plans to focus on technological innovation and supply chain upgrades to enhance competitiveness in the chlor-alkali chemical, clean energy, and ferroalloy sectors [1][2] Group 2 - The company has no current plans for A and B share consolidation or mid-term dividend schemes, and coal sales accounted for approximately 9% of revenue while clothing sales accounted for about 15% in 2024 [2] - The company reported a 32% year-on-year profit increase in the first quarter, primarily due to significant reductions in product costs [3] - The company is exploring new growth opportunities and optimizing its business layout, including potential entry into the medical sector through its investment in Richde Medical Technology [3]

Group 1 - The company completed the election of the fourth board of directors, which includes one employee representative director, two non-independent directors, and two independent directors, with a term of three years starting from the approval date of the shareholders' meeting [1][2] - Mr. Nie Weihua was elected as the chairman of the board, and Mr. Jia Weiyin was elected as the vice chairman, with their terms lasting until the end of the fourth board's term [2] - The fourth board established specialized committees, including the audit committee, nomination committee, and compensation and assessment committee, with independent directors holding a majority in these committees [2] Group 2 - The company appointed Mr. Nie Weihua as the general manager, Mr. Kong Kai as the board secretary, and Ms. Zhao Yang as the financial director, with their terms aligned with the fourth board [3] - The company appointed Mr. Zhou Shaohui as the securities affairs representative to assist the board secretary, with a term consistent with the fourth board [3] - The company will no longer have a supervisory board, as the audit committee will assume the supervisory functions as per legal requirements [4] Group 3 - Mr. Jia Weiyin will no longer serve as the deputy general manager but will continue as vice chairman and chief technology officer [4] - Ms. Huang Lili will no longer serve as a director, board secretary, or financial director but will assist in human resources management [4] - The newly appointed financial director and board secretary have nearly ten years of experience with the company, ensuring they are well-versed in its operations and strategies [4]

Core Viewpoint - The announcement details the resolutions passed by the board of directors of Jianyuan Trust Co., Ltd. regarding amendments to the company's articles of association, the dissolution of the supervisory board, and the establishment of a risk control and audit committee to assume the supervisory responsibilities [2][3]. Summary by Relevant Sections Amendments to Articles of Association - The company plans to revise its articles of association and related rules, including the rules for board meetings and shareholder meetings, in compliance with relevant laws and regulations [2][3]. - The amendments require approval from the shareholders' meeting and must be approved by the Shanghai Regulatory Bureau of the National Financial Supervisory Administration before taking effect [2][3]. Dissolution of the Supervisory Board - The supervisory board will be dissolved following the approval of the revised articles of association, with its responsibilities transferred to the risk control and audit committee [3][4]. - The supervisory board will continue to fulfill its duties until the new articles are approved [3]. Authorization and Adjustments - The board of directors is authorized to make necessary adjustments to the revised articles based on regulatory feedback and to handle the registration and filing with relevant authorities [3][4]. - The board will also adjust the rules for board meetings and shareholder meetings according to the approved articles [3]. Governance Structure - The company will establish a party committee to oversee major decisions and ensure alignment with the party's directives, reflecting the integration of corporate governance with party leadership [4][5]. - The party committee will play a crucial role in discussing and deciding on significant operational matters [19][20]. Shareholder Rights and Responsibilities - Shareholders holding more than 5% of the company's shares will have specific rights and responsibilities, including the ability to request meetings and participate in decision-making processes [21][22]. - The company will maintain a shareholder register as proof of ownership, ensuring that all shareholders have equal rights and obligations [21][22].

证券代码：600768 证券简称： 宁波富邦 公告编号：临 2025-043 宁波富邦精业集团股份有限公司 关于预计新增日常关联交易的公告 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： ●是否需要提交股东大会审议：是 ●日常关联交易对上市公司的影响：宁波富邦精业集团股份有限公司（以 下简称"公司"）贸易分公司向宁波富邦精业铝型材有限公司（以下简称"铝型 材公司"）开展铝铸棒原材料销售业务，系宁波富邦精业贸易有限公司（以下简 称"贸易公司"）与铝型材公司在过去业务往来中形成的长期经营性合作关系。 鉴于公司已设立贸易分公司承接原贸易公司的经营业务，且公司铝型材业务将 剥离给关联方，因此日后预计新增的铝铸棒产品关联交易属于贸易分公司正常 承接原贸易公司业务的行为。相关交易定价遵循公平、公正、公允的原则，不 会影响公司的独立性，不存在损害公司及股东利益的情形。 一、 日常关联交易基本情况 为进一步优化公司组织架构，提高运营效率，公司将由新设立的贸易分公司 承接原贸易公司的相关业务，因此贸易分公司将承接贸易公司向 ...

Group 1 - The controlling shareholder, Jiangsu Jinsheng Industrial Co., Ltd., holds 822,935,673 shares of the company, accounting for 46.03% of the total share capital [1][2] - The shares were previously under a provisional freeze due to a guarantee dispute related to financing leasing with Xinjiang Litai Silk Road Investment Co., Ltd., a subsidiary of Jinsheng Industrial [2] - The provisional freeze on the shares was lifted on July 10, 2025, with 100% of the frozen shares being released [2] Group 2 - After the release of the provisional freeze, there remain 2,700,302,283 shares still under provisional freeze, which represents 328.13% of Jinsheng Industrial's holdings and 151.03% of the company's total share capital [2] - The company will continue to monitor the status of the share freeze and fulfill its information disclosure obligations [2]

证券代码：600322 证券简称：津投城开 公告编号：2025—067 天津津投城市开发股份有限公司 诉讼进展公告 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法律责任。 重要内容提示： ●上市公司所处的当事人地位：案件一中全资子公司天津市天房海滨建设发 展有限公司、天津津投城市开发股份有限公司（以下简称"津投城开"）为涉诉 被告；案件二中津投城开、全资子公司天津市华塘房地产开发有限公司为涉诉被 告；案件三中津投城开、全资子公司天津市天房海滨建设发展有限公司为涉诉被 告；案件四中全资子公司天津市治远房地产销售有限公司为涉诉第三人；案件五 中津投城开、全资子公司天津市华亨房地产开发有限公司为涉诉被告；案件六中 全资子公司天津市华景房地产开发有限公司为涉诉被告；案件七中津投城开为涉 诉被告、津投城开第二分公司为涉诉第三人；案件八中津投城开为涉诉被告；案 件九中津投城开、全资子公司天津市华兆房地产开发有限公司为涉诉被告；案件 十中全资子公司天津市华博房地产开发有限公司、津投城开为涉诉被告；案件十 一中全资子公司天津市华博房地产开发有限公司、 ...

Core Viewpoint - Huachuang Yuxin Digital Technology Co., Ltd. has received an inquiry letter from the Shanghai Stock Exchange regarding its 2024 annual report, emphasizing the company's commitment to compliance and risk management in its securities financial services and new digital network construction operations [1]. Group 1: Securities Financial Services - The company reported a year-end balance of lent funds of 3.887 billion yuan, a year-on-year decrease of 13.79%, with a collateral ratio of 274.13%, down from the previous year [1]. - The company has a total of 1.275 billion yuan in repurchase agreements, with 297 million yuan overdue, and has taken measures to manage risks associated with these agreements [2]. - The company has a single large defaulting client with a financing amount of 12.9364 million yuan, representing 0.33% of the total lent funds, and has made provisions for impairment [1][2]. Group 2: New Digital Network Construction Operations - The new digital network is a local digital infrastructure project driven by government initiatives, aimed at promoting digital equity and supporting the digital transformation of various sectors [1]. - The company has developed an AI application support platform and is working on various AI-driven intelligent agents for different sectors, including tourism and finance [1][4]. - The company has successfully integrated 39 government departments and 30,000 enterprises into its digital network, demonstrating significant progress in its operational deployment [4]. Group 3: Financial Performance and Impairment Testing - The company has not recognized any impairment for goodwill related to its investment in Beijing Siter Technology Co., Ltd., despite the latter's performance turning from profit to loss [1][8]. - The goodwill impairment test showed that the recoverable amount of the asset group containing goodwill was 3.274 billion yuan, indicating no impairment [9][14]. - The company has maintained a consistent investment strategy in Siter Technology, which is crucial for its digital network construction and operational capabilities [7][8].

Core Points - The document outlines the performance assessment management measures for the heads of China Science Publishing and Media Co., Ltd, emphasizing the importance of safeguarding state-owned assets and enhancing shareholder value [1][2] - The assessment includes both annual and term evaluations, linking results to annual compensation and incentives [1][3] - The assessment principles focus on quality, market orientation, legal compliance, balancing short-term and long-term goals, industry benchmarking, and integrating performance evaluation with incentive mechanisms [2][3] Assessment Orientation - The assessment emphasizes efficiency and effectiveness, guiding enterprises to optimize resource allocation and improve economic benefits and capital returns [5][6] - Social benefits are prioritized, aiming to enhance the company's social influence and core competitiveness [6][7] - The focus is on core business operations, encouraging companies to strengthen their main business and address development shortcomings [7][8] Annual Assessment - The annual performance assessment consists of social benefits (55% weight) and economic benefits (45% weight) [10][11] - Economic benefits include total revenue, net profit, and economic value added (EVA) [11][12] - The assessment targets for total revenue and net profit are set to be at least 110% of the previous year's actual completion value if it shows growth [11][12] Term Assessment - The term assessment indicators include the annualized growth rate of state-owned capital preservation and the annualized growth rate of main business income, each accounting for 50% of the evaluation [19][20] - The target for the annualized growth rate of state-owned capital preservation is set at no less than 10% [19][20] - The assessment process involves the board's remuneration and assessment committee evaluating the completion of assessment targets based on audited financial reports [23][24] Special Assessment - The document states that the results of party building and discipline inspection assessments will be linked to the annual salary of the heads of enterprises [25][26] - The financial director's performance assessment will be determined based on the company's annual performance assessment and relevant regulations [25][26] Accountability - The document outlines penalties for heads of enterprises in cases of serious violations of salary management or financial misconduct, including salary deductions and potential dismissal [28][29] - Serious violations of laws and regulations leading to significant decision-making errors or asset losses will result in salary deductions and possible legal consequences [30][31]