Group 1 - The company announced that part of the funds in the fundraising account of its wholly-owned subsidiary, China Communications Second Highway Survey and Design Institute Co., Ltd., has been frozen by a court order [1] - The frozen amount is 47,418,753.16 yuan, which represents 2.9% of the net funds raised from the issuance of A-shares to specific targets in 2024 [1] - The company confirmed that the freezing of funds is unrelated to its fundraising projects and that other fundraising accounts remain operational, indicating no significant adverse impact on the company's operations [1][2] Group 2 - The company will continue to monitor the situation and take necessary measures to resolve the freezing of the fundraising funds as quickly as possible [2]

证券代码：600720 证券简称：中交设计 公告编号：2025-026 中交设计咨询集团股份有限公司 关于子公司募集资金账户部分资金被冻结的公告 中交设计咨询集团股份有限公司（简称本公司或公司）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。 公司将持续关注该事项的进展，积极采取相关措施，力争尽快处理该部分募 集资金冻结事宜。 三、风险提示 公司将严格按照有关法律法规的规定和要求，认真履行信息披露义务，及时 做好信息披露工作，敬请广大投资者注意投资风险。 特此公告。 中交设计咨询集团股份有限公司董事会 近日，公司下属全资子公司中交第二公路勘察设计研究院有限公司（简称"二 公院"）通过银行系统查询获悉，二公院在招商银行北京分行营业部开设的募集 资金专户部分资金被西藏自治区昌都市卡若区人民法院（以下简称"卡若法院"） 司法冻结，现将具体情况公告如下： 一、子公司募集资金账户被部分冻结的基本情况 经初步核查，子公司募集资金专户部分资金系卡若法院依据申请人四川省鑫 冶岩土工程有限公司之诉前财产保全申请做出的民事裁定而冻结，具体情况如下： | ...

Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association and related procedural rules in accordance with the new Company Law and relevant regulations [1][2]. Group 1: Abolishment of Supervisory Board - The supervisory board will be abolished, and its functions will be transferred to the audit committee of the board of directors [1]. - The relevant rules and regulations pertaining to the supervisory board will be nullified [1]. Group 2: Amendments to Articles of Association - The company will revise certain clauses of its articles of association to align with the new Company Law and related guidelines, including adjustments in punctuation and wording [2]. - The term "shareholders' meeting" will be changed to "shareholders' assembly," and references to "supervisors" will be removed [2]. Group 3: Amendments to Attachments - The company will also amend the attachment rules, including renaming the "Shareholders' Meeting Rules" to "Shareholders' Assembly Rules" [2]. - The rules for the board of directors will be updated in conjunction with the amendments to the articles of association [2]. Group 4: Other Matters - The amendments to the articles of association and attachments will be submitted for approval at the 2024 annual shareholders' meeting [2]. - The management team will be authorized to handle the necessary business registration and documentation changes following the shareholders' approval [2].

Core Viewpoint - The company has proposed to appoint Zhongshun Zhonghuan Accounting Firm as the auditor for the 2025 financial statements and internal control audit, maintaining continuity with the previous year's auditor [1][5]. Group 1: Auditor Information - The proposed auditor is Zhongshun Zhonghuan Accounting Firm, established in 1987, and is one of the first large accounting firms approved for securities and financial audit qualifications [2]. - The firm has 216 partners and 1,304 registered accountants, with 723 having signed securities service audit reports [2]. - In 2024, the firm reported total audited revenue of 2.1718557 billion RMB and served 244 listed company clients across various industries [2]. Group 2: Audit Fees and Procedures - The audit fee for the 2025 financial statements is estimated at 2.3 million RMB (including tax) [4][5]. - The audit committee has reviewed the qualifications of Zhongshun Zhonghuan and recommends the firm for the 2025 audit, ensuring compliance with relevant laws and standards [4]. - The appointment is subject to approval by the company's shareholders' meeting [5].

Core Points - The document outlines the information disclosure management measures of China Communications Design Consulting Group Co., Ltd. to enhance the quality and level of information disclosure and protect the rights of the company and its investors [1][2]. Group 1: General Principles - The information disclosure obligations apply to the company, its directors, senior management, shareholders, and other relevant parties involved in significant transactions or changes [2][3]. - Information disclosed must be timely, truthful, accurate, complete, and clear, without misleading statements or omissions [3][4]. - The company must ensure that all investors receive the same information simultaneously, with exceptions only as required by law [4][5]. Group 2: Disclosure Content - Regular reports include annual and semi-annual reports, which must be completed and disclosed within specified timeframes [5][6]. - Annual reports must contain essential company information, financial data, stock and bond issuance details, and significant events affecting the company [6][7]. - The company must disclose any risks that could significantly impact its core competitiveness and future development [6][8]. Group 3: Temporary Reports - Temporary reports are required for significant events that could impact the company's stock price, including major lawsuits, asset impairments, or changes in control [9][10]. - The company must disclose any major changes in its operations or financial performance promptly [10][11]. Group 4: Internal Reporting Mechanism - The internal reporting mechanism for significant information includes immediate reporting to the board of directors upon knowledge of major events [16][17]. - The board secretary is responsible for coordinating and organizing the company's information disclosure work [28][29]. Group 5: Responsibilities and Accountability - The board of directors is responsible for overseeing the information disclosure process, and the chairman is the primary responsible person [28][30]. - Any violations of the disclosure regulations may lead to disciplinary actions against responsible individuals, including potential legal consequences [48][49].

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations, with a registered capital of RMB 2,294,595,565 [1][5] - The company aims to be a leader in international high-end consulting services and to maximize capital profits while ensuring good returns for all shareholders [2][4] - The company has a diverse business scope including marine services, engineering management, technical services, and environmental protection services [4][5] Group 1: Company Structure and Governance - The company is a permanent joint-stock limited company with independent legal status and enjoys civil rights and responsibilities [2][3] - The chairman of the board serves as the legal representative of the company, and the company is responsible for civil liabilities arising from the actions of the legal representative [2][3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [2][3] Group 2: Share Issuance and Capital Management - The company has issued a total of 2,294,595,565 shares, all of which are ordinary shares with equal rights [5][6] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7][8] - The company is prohibited from repurchasing its shares except under specific circumstances, such as reducing registered capital or employee stock ownership plans [7][8] Group 3: Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, attend and vote at shareholder meetings, and supervise the company's operations [11][12] - Shareholders holding more than 3% of shares for over 180 days can request to inspect the company's accounting books [12][13] - Shareholders must comply with laws and the company's articles of association, and they are liable for damages caused by abusing their rights [42][43] Group 4: Board and Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [50][51] - The board of directors is responsible for convening shareholder meetings and must ensure compliance with legal and regulatory requirements [54][55] - Shareholders can propose agenda items for meetings, and the company must notify shareholders of the meeting details in advance [60][61]

Group 1 - The rules aim to standardize the behavior of China Communications Design Consulting Group Co., Ltd. and enhance the role of independent directors in corporate governance [1] - Independent directors must not hold any other positions in the company and should have no direct or indirect interests that could affect their independent judgment [1][2] - At least one-third of the board members must be independent directors, including at least one accounting professional [2] Group 2 - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must fulfill their responsibilities according to relevant laws and regulations [2] - Independent directors must undergo an annual self-assessment of their independence and submit the results to the board [3] - Candidates for independent directors must meet specific legal and regulatory requirements, including having no significant business relationships with the company [4][5] Group 3 - Independent directors are required to participate in board decisions and provide professional advice to enhance decision-making quality [7][8] - They have special rights, including the ability to independently hire intermediaries for audits or consultations [8] - Independent directors must attend board meetings in person or delegate another independent director if unable to attend [9] Group 4 - The company must provide necessary working conditions and support for independent directors to fulfill their duties [33] - Independent directors should receive equal access to information as other board members and be kept informed about the company's operations [34] - The company is responsible for covering the costs incurred by independent directors when hiring intermediaries [37] Group 5 - Independent directors' remuneration should be commensurate with their responsibilities and approved by the board and shareholders [39] - The rules will take effect upon approval by the shareholders' meeting, and any amendments must also be approved [41][42]

General Principles - The purpose of the management measures for related party transactions is to standardize the related party transaction behavior of China Communications Design Consulting Group Co., Ltd., protect the legitimate rights and interests of the company and its shareholders, especially minority shareholders and creditors, and ensure the fairness of related party transaction decision-making [1][2] - The company and its subsidiaries must ensure the legality, necessity, reasonableness, and fairness of related party transactions, maintaining the company's independence and not using related party transactions to adjust financial indicators to the detriment of the company's interests [1][2] Definition and Confirmation of Related Party Transactions - Related party transactions refer to matters involving the transfer of resources or obligations between the company and its related parties, including but not limited to asset purchases or sales, external investments, financial assistance, guarantees, and other specified transactions [2][3] - The company must regularly compile and publish a list of related parties and update it in a timely manner to accurately identify and confirm related party transactions [3][4] Basic Principles of Related Party Transactions - To ensure the independence of the listed company and avoid competition, the company should minimize related party transactions [4][5] - Related party transactions must adhere to the principles of honesty, legality, necessity, reasonableness, and fairness [5][6] Review Procedures for Related Party Transactions - Transactions with related natural persons below RMB 300,000 and with related legal persons below RMB 3 million must be approved by the general manager after being managed by the relevant department [6][7] - Transactions exceeding RMB 30,000 with related natural persons or RMB 300,000 with related legal persons that account for more than 0.5% of the company's latest audited net assets must be submitted to the board of directors for review and disclosure [7][8] Disclosure Requirements - The company must disclose related party transaction information in accordance with the principles of truthfulness, accuracy, completeness, and timely disclosure, following the standards set by the Shanghai Stock Exchange [13][14] - Related party transactions involving the company's equity must disclose the latest audited financial reports, while transactions involving other assets must disclose evaluation reports [14][15] Responsibilities and Management - The board of directors is responsible for controlling and managing related party transactions, with specific departments assigned to handle various aspects of related party transactions [15][16] - The company must establish a mechanism for identifying related party transactions and ensure compliance with the decision-making and disclosure processes [16][17] Special Provisions for Financial Company Related Party Transactions - Transactions involving deposits, loans, and other financial services with related financial companies must adhere to the relevant regulations of the Shanghai Stock Exchange [17][18] - The company must disclose the determination methods for interest rates and ensure that transaction pricing is fair and protects the interests of the company and minority shareholders [18][19]

Meeting Overview - The annual general meeting of shareholders is scheduled for June 26, 2025 [1] - The meeting will utilize a combination of on-site and online voting methods [1][2] - The on-site meeting will take place at 14:00 at the conference room, 5th floor, Hengyi Building, No. 5 Anding Road, Chaoyang District, Beijing [1] Voting Procedures - Shareholders can vote through the Shanghai Stock Exchange's online voting system from 9:15 to 15:00 on the day of the meeting [1][4] - Specific voting procedures apply to margin trading, transfer, and other related accounts [2] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [4] Agenda Items - The meeting will review several key proposals, including: - Major asset restructuring and performance commitment for 2024 [2] - Financial service agreement with China Communications Finance Co., Ltd. [2] - Proposal to abolish the supervisory board and amend the company's articles of association [2] - Appointment of the accounting firm for financial statements and internal control audit for 2025 [2] Attendance and Registration - Shareholders registered by the close of trading on June 20, 2025, are eligible to attend the meeting [5][6] - Registration for attendance is required from June 21 to June 23, 2025 [6] - Proxy representation is allowed, and the proxy does not need to be a shareholder [5][7] Additional Information - Contact information for inquiries is provided, including a contact person and phone number [7] - An authorization letter template is included for shareholders wishing to appoint a proxy [8]

中交设计咨询集团股份有限公司章程 中交设计咨询集团股份有限公司 章 程 2024 年4月16日经公司 2023年年度股东大会批准 2025年【】月【】日经公司 【2024年年度股东会】批准 | | | | | | 中交设计咨询集团股份有限公司章程 第一章 总则 第一条 为规范中交设计咨询集团股份有限公司（以下 简称本公司或公司）的组织和行为，坚持和加强党的全面 领导，完善公司法人治理结构，建设中国特色现代企业制 度，维护公司、股东、职工、债权人的合法权益，依照《 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》（以下简称《证券法》）等法律、 行政法规、规章和规范性文件，制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的 股份有限公司。公司在甘肃省工商行政管理局登记注册， 取 得 营 业 执 照 , 企 业 统 一 社 会 信 用 代 码 为 916200002243685683。 第三条 公司于1996年6月27日，经中国证券监督管理委 员会（以下简称中国证监会）证监发审字[1996]93号文件批 准，向社会发行人民币普通股2,558万股，1996年7月16日， 经上海证券 ...