北京德恒（重庆）律师事务所 关于重庆建工集团股份有限公司 2025 年第四次临时股东会的 法律意见 重庆市江北区江北嘴聚贤岩广场 9 号国华金融中心大厦 A 栋 24 层 电话：023-63012200 传真：023-63012211 邮编：400024 北京德恒（重庆）律师事务所 关于重庆建工集团股份有限公司 2025 年第四次临时股东会的 法律意见 德恒 15G20250176-104 号 致：重庆建工集团股份有限公司 北京德恒（重庆）律师事务所（以下简称"本所"）接受重庆建工集团股份有 限公司（以下简称"公司"）委托，指派本所律师出席公司 2025 年第四次临时股 东会（以下简称"本次股东会"），对本次股东会的合法性进行见证并出具法律意 见。 北京德恒（重庆）律师事务所 关于重庆建工集团股份有限公司 2025 年第四次临时股东会的法律意见 本所律师根据法律的要求，按照律师行业公认的业务标准、道德规范和勤勉 尽责的精神，对公司所提供的相关文件和有关事实进行了核查和验证，现出具法 律意见如下： 一、关于本次股东会的召集和召开程序 （一）本次股东会的召集 本法律意见根据《中华人民共和国公司法》（以下简称"《公 ...

重庆建工集团股份有限公司 2025年第四次临时股东会决议公告 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： 本次会议是否有否决议案：无 证券代码：600939 证券简称：重庆建工 公告编号：临 2025-126 一、 会议召开和出席情况 (一)股东会召开的时间：2025 年 12 月 30 日 (二)股东会召开的地点：重庆两江新区金开大道 1596 号建工产业大厦 4 楼会议 室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 426 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,457,938,491 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 76.6337 | | 份总数的比例（%） | | (四)表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 本次股东会由公司董事会召集，由公司董事长孙立东先生主持。会议采用现 场投票和网络投票相结合的表决方式进行表决。会议 ...

Market Overview - The housing construction sector declined by 1.09% compared to the previous trading day, with Ningbo Construction leading the decline [1] - The Shanghai Composite Index closed at 3965.12, down 0.0%, while the Shenzhen Component Index closed at 13604.07, up 0.49% [1] Stock Performance - Key stocks in the housing construction sector showed varied performance, with the following notable changes: - Gaoxin Development: Closed at 46.59, up 0.69% with a trading volume of 100,100 shares and a transaction value of 472 million [1] - Longyuan Construction: Closed at 2.64, down 0.38% with a trading volume of 142,500 shares and a transaction value of 37.82 million [1] - China State Construction: Closed at 5.16, down 1.15% with a trading volume of 1,940,000 shares and a transaction value of 1.003 billion [1] - Ningbo Construction: Closed at 5.01, down 1.76% with a trading volume of 160,100 shares and a transaction value of 80.60 million [1] Capital Flow - The housing construction sector experienced a net outflow of 215 million from main funds, while retail investors saw a net inflow of 77.03 million [1] - The following details highlight the capital flow for key stocks: - Gaoxin Development: Main funds net inflow of 29.88 million, retail net outflow of 29.77 million [2] - Longyuan Construction: Main funds net inflow of 2.13 million, retail net inflow of 0.33 million [2] - Ningbo Construction: Main funds net outflow of 14.37 million, retail net inflow of 11.29 million [2] - China State Construction: Main funds net outflow of 1.67 billion, retail net inflow of 44.44 million [2]

Group 1 - The housing construction sector increased by 0.27% on December 29, with China State Construction leading the gains [1] - The Shanghai Composite Index closed at 3965.28, up 0.04%, while the Shenzhen Component Index closed at 13537.1, down 0.49% [1] - Key stocks in the housing construction sector showed mixed performance, with China State Construction closing at 5.22, up 0.58%, and several others like Shaanxi Construction and High-tech Development experiencing declines [1] Group 2 - The net capital flow in the housing construction sector showed a net outflow of 10.91 million yuan from main funds, while retail investors had a net inflow of 8.52 million yuan [1] - Detailed capital flow data indicated that China State Construction had a net inflow of 50.19 million yuan from main funds, despite a net outflow from retail investors [2] - Other companies like Shaanxi Construction and Chongqing Construction experienced significant net outflows from main funds, indicating varying investor sentiment across the sector [2]

Core Viewpoint - The housing construction sector experienced a decline of 0.23% on December 26, with Chongqing Construction leading the drop, while the Shanghai Composite Index rose by 0.1% and the Shenzhen Component Index increased by 0.54% [1] Group 1: Market Performance - The closing price for the Shanghai Composite Index was 3963.68, and for the Shenzhen Component Index, it was 13603.89 [1] - High-tech Development saw a significant increase of 4.81%, closing at 46.89, while Chongqing Construction fell by 2.37%, closing at 3.30 [1] - The trading volume for High-tech Development was 142,900 shares, with a transaction value of 662 million yuan [1] Group 2: Capital Flow - The housing construction sector had a net outflow of 7.3252 million yuan from main funds, while retail investors saw a net inflow of 52.2298 million yuan [1] - High-tech Development had a main fund net inflow of 77.3998 million yuan, but retail funds saw a net outflow of 37.3425 million yuan [2] - Chongqing Construction experienced a net outflow of 8.9380 million yuan from main funds, with a retail net inflow of 9.5688 million yuan [2]

| 证券代码：600939 | 证券简称：重庆建工 | | 公告编号：临 | 2025-125 | | --- | --- | --- | --- | --- | | 债券代码：254104 | 债券简称：24 渝建 | 01 | | | 重庆建工集团股份有限公司 关于涉及诉讼案件进展的公告 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。 重庆建工集团股份有限公司（以下简称"公司"或"本公司"）根据 《上海证券交易所股票上市规则》有关规定，对前期已披露的诉讼案 件的结案情况或审理进展，以及新增重大诉讼案件进行了清理，现将 各类案件的基本情况公告如下： 一、前期已披露的重大诉讼案件的结案事项 （一）与重庆恒南房地产开发有限公司、恒大地产集团重庆有限公 司建设工程施工合同纠纷 本公司之子公司重庆建工住宅建设有限公司（以下简称"住建公 司"）因建设工程施工合同纠纷，将重庆恒南房地产开发有限公司（以 下简称"恒南公司"）、恒大地产集团重庆有限公司（以下简称"恒大重 庆公司"）诉至重庆市潼南区人民法院，涉案金额 3,282.52 ...

Core Insights - The Beijing land auction for 2025 concluded with a total of 40 plots sold, generating approximately 1427.42 billion yuan, remaining stable compared to the previous year [1] - Haidian District led in land supply with 7 plots, reaching a five-year peak, contributing to a rise in market premium rates, with the highest premium rate for the year at 39.18% [2][3] - Joint land acquisition has become a mainstream trend, with a 180% year-on-year increase in joint acquisitions among real estate companies [5][6] Group 1: Land Supply and Premium Rates - Haidian District's land supply reached a five-year high, with 2025's supply surpassing the total of 2023 and 2024 combined [2] - The average premium rate for land plots in 2025 was approximately 4.92%, an increase of 1.24 percentage points year-on-year [2] - Seven plots had premium rates exceeding 15%, with Haidian, Tongzhou, and Chaoyang districts being notable locations [3] Group 2: Joint Acquisition Trends - Central state-owned enterprises dominated land acquisitions, accounting for 92.69% of total acquisitions, with significant participation from companies like China State Construction [5] - The trend of joint acquisitions is seen as a strategy for real estate companies to mitigate risks and enhance resource integration [6][7] - Notable joint acquisitions include the Chaoyang District Huangshanmu Store plot, won by a consortium for 12.6 billion yuan [6] Group 3: Return of Private Enterprises - Private companies, including Maoyuan Real Estate, are gradually returning to the Beijing land market, with Maoyuan acquiring 2 plots in 2025, matching its total from the previous five years [8] - The return of select private firms indicates a positive outlook on the Beijing real estate market and suggests a potential stabilization in housing prices [8][9] Group 4: Policy Implications - Recent policy shifts emphasize "quality supply," aiming to control traditional supply while enhancing land acquisition efficiency [9] - The combination of policy changes is expected to reduce concerns for companies regarding land acquisition, potentially boosting their activity in 2026 [9]

Core Viewpoint - The company, Shaanxi Broadcasting Network Media (Group) Co., Ltd., has reported a significant increase in litigation and arbitration cases, with a total amount of 350.51 million yuan in the past twelve months, which represents 16.91% of the company's audited net assets for 2024 [2][11]. Summary by Categories 1. Cumulative Litigation and Arbitration Situation - In the last 12 months, the company has added 323 litigation and arbitration cases, amounting to 350.51 million yuan [2]. - The company has initiated 58 cases as the plaintiff/applicant, totaling 118.80 million yuan, while it has been involved in 265 cases as the defendant/applicant, totaling 231.70 million yuan [2]. - There are 141 unresolved cases with a total amount of 241.81 million yuan, and 182 resolved cases amounting to 108.70 million yuan [3]. 2. Major Litigation Cases - The company is involved in several significant cases, including: - A case against the Public Security Bureau of Pucheng County for unpaid contract amounts totaling 38.84 million yuan [5]. - A case against Shaanxi Construction Sixth Group for unpaid project funds of 34.93 million yuan [6]. - A case with Teslian Intelligent Engineering for a project payment of approximately 28.59 million yuan, which has reached the execution stage [7]. - A case with Shenzhen Zhishang Information Technology for unpaid goods totaling 22.58 million yuan, which has been settled [8]. - A case with Xi'an Little Spot Technology for unpaid goods totaling 14.63 million yuan, which has also been settled [10]. 3. Impact on Company Profits - The company is currently unable to determine the specific impact of these litigation and arbitration matters on its current or future profits, as many cases are still pending resolution [11].

Core Insights - The Beijing land auction for 2025 concluded with a total of 40 plots sold, generating approximately 142.74 billion yuan, which is consistent with the previous year [1] - Haidian District led in land supply with 7 plots, reaching a five-year peak, contributing to an increase in market premium rates, with the highest premium rate for the year at 39.18% [1][3] - Joint land acquisition has become the mainstream trend, with a 180% year-on-year increase in the volume of land acquired through partnerships among real estate companies [1][6] Group 1: Land Supply and Premium Rates - In 2025, Haidian District's land supply reached a five-year high, with annual supplies from 2020 to 2024 being 6, 6, 3, 2, and 5 plots, while 2025's supply equaled the total of 2023 and 2024 combined [3] - The average premium rate for land plots in 2025 was approximately 4.92%, an increase of 1.24 percentage points year-on-year [3][4] - Seven plots had premium rates exceeding 15%, with three located in Haidian District [4] Group 2: Market Dynamics and Trends - The increase in land supply in the six core districts coincided with the implementation of a price-unrestricted land policy at the end of 2024, boosting market activity [4] - The rise in premium rates is attributed to the demand for scarce and well-located plots, while less desirable plots often sold at or near base prices [4] - The return of private enterprises like Maoyuan Real Estate, which acquired two plots in 2025, signals a positive outlook for the Beijing real estate market [8] Group 3: Joint Acquisition Trends - Central state-owned enterprises dominated land acquisitions, accounting for 92.69% of total land purchases, with notable participation from companies like China State Construction [6] - The trend of joint land acquisition is seen as a strategic response to market adjustments, allowing companies to mitigate risks and pool resources [6][7] - Joint acquisitions are expected to remain common in the short term, while a return to independent acquisitions may occur as the market stabilizes [7] Group 4: Future Market Outlook - The positive sentiment among private developers indicates a belief in the recovery of the Beijing real estate market, with expectations of price stabilization [8][9] - Policy changes aimed at optimizing land acquisition conditions are anticipated to further encourage real estate companies to engage in land purchases in 2026 [9]

Core Viewpoint - The housing construction sector experienced a slight increase of 0.26% on December 25, with Ningbo Construction leading the gains [1] Group 1: Market Performance - The Shanghai Composite Index closed at 3959.62, up by 0.47% [1] - The Shenzhen Component Index closed at 13531.41, up by 0.33% [1] - Key stocks in the housing construction sector showed varied performance, with Ningbo Construction rising by 1.99% to a closing price of 5.13 [1] Group 2: Stock Performance Details - Ningbo Construction (601789) had a trading volume of 204,700 shares and a transaction value of 105 million yuan [1] - Chongqing Construction (600939) increased by 1.81% to a closing price of 3.38, with a trading volume of 685,700 shares and a transaction value of 234 million yuan [1] - Longyuan Construction (600491) rose by 1.49% to a closing price of 2.73, with a trading volume of 164,500 shares and a transaction value of 44.53 million yuan [1] Group 3: Capital Flow Analysis - The housing construction sector saw a net inflow of 38.02 million yuan from main funds, while retail investors experienced a net outflow of 37.14 million yuan [1] - Major stocks like Chongqing Construction and China State Construction attracted significant net inflows of 29.05 million yuan and 23.60 million yuan, respectively [2] - Conversely, stocks like Zhejiang Construction and Gaoxin Development faced substantial net outflows of 11.17 million yuan and 13.25 million yuan, respectively [2]