中衡设计集团股份有限公司 章 程 二○二五年十一月 | 第一节 | 股份发行 | 5 | | --- | --- | --- | | 第二节 | 股份增减和回购 | 7 | | 第三节 | 股份转让 | 9 | | 第一节 | 股东的一般规定 | 10 | | 第二节 | 控股股东和实际控制人 | 12 | | 第三节 | 股东会的一般规定 | 13 | | 第四节 | 股东会的召集 | 15 | | 第五节 | 股东会的提案与通知 | 17 | | 第六节 | 股东会的召开 | 18 | | 第七节 | 股东会的表决和决议 | 21 | | 第一节 | 董事的一般规定 | 25 | | 第二节 | 董事会 | 28 | | 第三节 | 独立董事 | 33 | | 第四节 | 董事会专门委员会 | 36 | | 第一节 | 财务会计制度 | 39 | | 第二节 | 内部审计 | 43 | | 第三节 | 会计师事务所的聘任 | 44 | | 第九章 | 通知和公告 | 45 | 公司以发起方式设立；在江苏省苏州市数据局注册登记，统一社会信用代码为： 913200001348450681。 第三条 公司于 2 ...

中衡设计集团股份有限公司 信息披露管理制度 第一章 总则 第一条 为规范中衡设计集团股份有限公司（以下简称"公司"）的信息披露 行为，加强信息披露事务管理，保护投资者合法权益，根据《中华人民共和国公 司法》、《中华人民共和国证券法》、《上市公司信息披露管理办法》、《上海证券交 易所股票上市规则》等法律、法规及《公司章程》的规定，制定《中衡设计集团 股份有限公司信息披露管理制度》（以下简称"本制度"）。 第二条 公司应当真实、准确、完整、及时地披露信息，不得有虚假记载、 误导性陈述或者重大遗漏。公司应当同时向所有投资者公开披露信息。 公司在境内、外市场发行证券及其衍生品种时，在境外市场披露的信息，应 当同时在境内市场披露。 第三条 公司及公司董事、高级管理人员应当忠实、勤勉地履行职责，保证 披露信息的真实、准确、完整、及时、公平。不能保证披露的信息内容真实、准 确、完整的，应当在公告中作出声明并说明理由。 第四条 在内幕信息依法披露前，任何知情人不得公开或者泄露该信息，不 得利用该信息进行内幕交易。 第五条 信息披露文件主要包括招股说明书、募集说明书、上市公告书、定 期报告和临时报告等。 第六条 公司依法披露信 ...

格隆汇11月10日丨中衡设计(603017.SH)公布，因个人资金需求，公司部分董事、高管拟减持股份，具 体如下：公司董事、副总经理陆学君先生拟通过集中竞价方式减持不超过760,700股，占总股本的 0.28%；董事张延成先生拟通过集中竞价方式减持不超过504,000股，占总股本的0.18%；副总经理胡湘 明先生拟通过集中竞价方式减持不超过7,000股，占总股本的0.003%；副总经理薛金海先生拟通过集中 竞价方式减持不超过149,000股，占总股本的0.05%；副总经理谈丽华先生拟通过集中竞价方式减持不超 过75,000股，占总股本的0.03%；副总经理、董事会秘书胡义新先生拟通过集中竞价方式减持不超过 20,000股，占总股本的0.01%。 ...

Core Viewpoint - The company Zhongheng Design announced that several directors and senior management personnel plan to reduce their shareholdings due to personal financial needs, which may impact investor sentiment and market perception of the company [1] Summary by Category Shareholding Reduction - Director and Vice President Lu Xuejun plans to reduce holdings by up to 760,700 shares, accounting for 0.28% of total share capital [1] - Director Zhang Yancheng intends to reduce holdings by up to 504,000 shares, representing 0.18% of total share capital [1] - Vice President Hu Xiangming plans to reduce holdings by up to 7,000 shares, which is 0.003% of total share capital [1] - Vice President Xue Jinhai intends to reduce holdings by up to 149,000 shares, accounting for 0.05% of total share capital [1] - Vice President Tan Lihua plans to reduce holdings by up to 75,000 shares, representing 0.03% of total share capital [1] - Vice President and Board Secretary Hu Yixin intends to reduce holdings by up to 20,000 shares, which is 0.01% of total share capital [1] - The total planned reduction by these shareholders is up to 1,515,700 shares, accounting for 0.65% of the company's total share capital [1] Reduction Method and Timeline - The method of reduction will be through centralized bidding transactions [1] - The reduction period is set from December 3, 2025, to March 2, 2026 [1] - The reduction plan carries uncertainties regarding the timing, quantity, and price of the shares to be sold, but it will not lead to a change in company control [1]

Group 1 - Pang Songtao appointed as Deputy Secretary of the Party Committee and Director of China General Nuclear Power Group, nominated as candidate for General Manager [1] - Cai Zhen appointed as member of the Party Committee and nominated as candidate for Deputy General Manager of China General Nuclear Power Group; Gao Ligang removed from his positions and retired [2] - Guo Jianhe appointed as Deputy Secretary of the Party Committee and Director of China Aneng Construction Group, nominated as candidate for General Manager [3] Group 2 - Wu Shengyue appointed as Deputy Secretary of the Party Committee and Director of China Poly Group, nominated as candidate for General Manager [4] - Ma Jiru no longer serves as Chief Accountant of Minmetals Technology Group and has retired [5] - Wu Shengyue no longer serves as External Director of Minmetals Technology Group [6] Group 3 - Lyu Shuzheng removed from the position of Deputy Secretary of the Party Committee of China Construction Technology Co., Ltd. and has retired [7] - Huang Jing'an no longer serves as Deputy General Manager of China Chengtong Holdings Group and has retired [8] - Zhao Rongzhe removed from the position of member of the Party Committee and Chief Accountant of China Coal Energy Group and has retired [9] Group 4 - Shi Yulin no longer serves as Deputy General Manager of Nanguang Group and has retired [10] - Shao Lin, Li Shulei, Fan Bing, and Gao Hesheng appointed as External Directors of China Changan Automobile Group [11] - Dai Deming appointed as External Director of China Forestry Group [12] Group 5 - Li Shaozhu appointed as External Director of China Guoxin Holdings [14]

Core Viewpoint - The financial performance of Zhongheng Design (603017) shows a decline in revenue and net profit for the third quarter of 2025, indicating potential challenges ahead for the company [3][4]. Trading Information Summary - As of October 28, 2025, Zhongheng Design's stock closed at 10.1 yuan, down 3.53%, with a turnover rate of 5.0% and a trading volume of 138,000 shares, amounting to a transaction value of 140 million yuan [1]. - On the same day, the net outflow of main funds was 6.251 million yuan, accounting for 4.46% of the total transaction value, while retail investors saw a net inflow of 2.0514 million yuan, representing 1.46% of the total transaction value [1][4]. Shareholder and Capital Changes - As of September 30, 2025, the number of shareholders decreased to 21,500, a reduction of 6,401 shareholders or 22.93% compared to June 30, 2025. The average shareholding per account increased from 9,951 shares to 12,800 shares, with an average market value of 132,200 yuan [2][4]. Financial Performance Highlights - For the third quarter of 2025, Zhongheng Design reported a main revenue of 777.85 million yuan, a year-on-year decrease of 15.36%. The net profit attributable to shareholders was 56.27 million yuan, down 15.85% year-on-year [3][4]. - The third quarter alone saw a main revenue of 257.32 million yuan, a year-on-year increase of 1.99%, but a net profit of -0.10 million yuan, which is a 75.09% increase year-on-year [3][4]. - The company’s debt ratio stood at 55.77%, with investment income of 7.53 million yuan and financial expenses of 4.14 million yuan, resulting in a gross profit margin of 26.31% [3]. Cash Flow and Non-Recurring Items - The net cash flow from operating activities for the first three quarters of 2025 was 128.12 million yuan, reflecting a year-on-year increase of 63.35%, attributed to better cash expenditure control and the unfreezing of previously frozen funds [3][4]. - Non-recurring gains and losses included a loss from the disposal of non-current assets of 397,194.74 yuan and government subsidies of 86,341.94 yuan [5].

Core Viewpoint - Zhongheng Design (603017.SH) reported a decline in both revenue and net profit for the first three quarters of 2025 compared to the previous year [1] Financial Performance - The total operating revenue for the first three quarters reached 778 million yuan, representing a year-on-year decrease of 15.36% [1] - The net profit attributable to shareholders was 56.27 million yuan, down 15.85% year-on-year [1] - The basic earnings per share stood at 0.2037 yuan [1]

Core Viewpoint - Zhongheng Design (603017) reported a recovery in its third-quarter performance, with revenue of approximately 257 million yuan, a year-on-year increase of 1.99%, and a net profit attributable to shareholders of -1.0444 million yuan, a 75% year-on-year improvement [1][2] Financial Performance - The company achieved a significant increase in net cash flow from operating activities, reaching 128 million yuan in the first three quarters, a year-on-year growth of 63.35% [1] - The third-quarter revenue reflects a stabilization trend amid challenging industry conditions [1] Strategic Initiatives - Zhongheng Design is actively involved in legal activities to unfreeze funds and ensure liquidity, while controlling cash expenditures [1] - The company is a leading enterprise in productive services in Suzhou, contributing to national new productivity initiatives in sectors such as commercial aerospace, low-altitude economy, new energy, and biomedicine [1] Project Involvement - The company has secured multiple high-end manufacturing projects, including the production base for liquid rockets for Starry Sky Glory and the intelligent manufacturing center for Shandong Arrow Yuan [1] - Zhongheng Design has a strong foundation in urban renewal, promoting cultural heritage and urban regeneration through projects like the "Pengcheng Qili" cultural axis in Xuzhou [1] Sustainability and Innovation - The company is committed to the "dual carbon" strategy, with established research centers for low-carbon building design and technology [2] - Zhongheng Design has achieved multiple certifications, including LEED Platinum and three-star ratings for green and healthy buildings, positioning itself as an industry benchmark for sustainability [2] Talent and Industry Position - The company maintains a strong talent pool, including national engineering design masters and special experts, enhancing its competitive edge [2] - Zhongheng Design continues to rank among the top tier of listed companies in its industry, demonstrating healthy development in its core business [2]

Group 1 - The company reported a revenue of 7.779 billion yuan for the first three quarters of 2025, representing a year-on-year decline of 15.36% [1] - The net profit attributable to shareholders of the listed company was 56 million yuan, down 15.85% year-on-year [1] - The basic earnings per share were 0.20 yuan, reflecting a decrease of 16.41% compared to the previous year [1]

Financial Performance - The company's operating revenue for the third quarter was CNY 257,321,684.90, representing a year-on-year increase of 1.99%[3] - The total profit for the period was CNY -858,197.80, with a year-to-date profit of CNY 68,787,409.62, down 14.81% compared to the previous year[3] - The net profit attributable to shareholders was CNY -1,044,408.39 for the quarter, with a year-to-date net profit of CNY 56,268,124.65, a decrease of 15.85% year-on-year[3] - The total profit for the first three quarters of 2025 is CNY 68,787,409.62, a decrease of 14.5% compared to CNY 80,748,255.87 in the same period of 2024[17] - Net profit attributable to shareholders of the parent company is CNY 56,268,124.65, down 15.8% from CNY 66,867,951.68 year-on-year[17] - The total comprehensive income for the first three quarters of 2025 is CNY 56,494,946.78, down 16.1% from CNY 67,344,426.00 in 2024[17] Earnings and Shares - The basic earnings per share for the quarter was CNY -0.0040, down 16.41% compared to the same period last year[4] - Basic and diluted earnings per share for the current period are CNY 0.2037, compared to CNY 0.2437 in the previous year, reflecting a decline of 16.4%[18] Assets and Liabilities - The total assets at the end of the reporting period were CNY 3,390,361,472.08, an increase of 3.08% from the end of the previous year[4] - Total assets as of September 30, 2025, amounted to CNY 3,390,361,472.08, an increase from CNY 3,288,957,386.05 at the end of 2024, representing a growth of 3.1%[14] - Total liabilities increased to CNY 1,890,794,721.28 as of September 30, 2025, compared to CNY 1,807,670,467.31 at the end of 2024, marking an increase of 4.6%[14] - The company's equity attributable to shareholders reached CNY 1,480,458,035.43 as of September 30, 2025, up from CNY 1,463,023,160.55 at the end of 2024, indicating a growth of 1.2%[14] Cash Flow - The net cash flow from operating activities for the year-to-date was CNY 128,119,259.47, reflecting a significant increase of 63.35%[3] - Cash flow from operating activities for the first three quarters of 2025 is CNY 128,119,259.47, an increase of 63.5% from CNY 78,433,088.42 in the same period of 2024[19] - Cash flow from investing activities shows a net outflow of CNY 266,181,243.62, an improvement from a net outflow of CNY 309,737,505.31 in the previous year[20] - Cash flow from financing activities results in a net inflow of CNY 153,978,109.52, up from CNY 75,283,388.55 in the same period last year[20] - The company reported cash and cash equivalents at the end of the period amounting to CNY 267,793,464.57, an increase from CNY 216,690,168.79 at the end of the previous year[20] Shareholder Information - The company has a total of 21,518 common shareholders at the end of the reporting period[9] - The largest shareholder, Suzhou Saipu Growth Investment Management Co., Ltd., holds 36.73% of the shares, amounting to 101,450,008 shares[9] Operating Costs and Expenses - Total operating revenue for the first three quarters of 2025 was CNY 777,851,507.72, a decrease of 15.4% compared to CNY 919,028,962.23 in the same period of 2024[16] - Total operating costs for the first three quarters of 2025 were CNY 710,734,082.58, down 15.0% from CNY 835,876,755.28 in the previous year[16] - Operating profit for the first three quarters of 2025 was CNY 67,555,281.51, a decline of 8.5% from CNY 73,420,904.57 in the same period of 2024[16] - Research and development expenses for the first three quarters of 2025 were CNY 52,995,151.04, a decrease of 9.6% from CNY 58,501,025.02 in the same period of 2024[16] - The company reported an investment income of CNY 7,532,375.68 for the first three quarters of 2025, down from CNY 9,645,037.01 in the previous year, reflecting a decline of 22.0%[16] Other Information - The company reported a decrease in the weighted average return on net assets to -0.08%, down 0.74 percentage points from the previous year[4] - The company has not executed any mergers or acquisitions during the reporting period, with no net profit from merged entities reported[18] - The company's cash flow from operating activities showed a positive trend, with a notable increase in cash reserves compared to the previous reporting period[12] - Cash and cash equivalents increased to CNY 334,860,462.71 as of September 30, 2025, compared to CNY 324,254,334.65 at the end of 2024, reflecting a growth of 0.5%[12] - Operating cash inflows totaled CNY 1,050,128,329.84, a decrease of 13.4% compared to CNY 1,213,489,803.78 in the same period of 2024[19]