Meeting Overview - The second meeting of the sixth board of directors of Huashe Design Group Co., Ltd. was held on January 22, 2026, in Nanjing, with all 9 directors present [1] - The meeting was convened by Chairman Yang Weidong and complied with the Company Law of the People's Republic of China and the company's articles of association [1] Resolutions Passed - The board approved the appointment of Xu Yigang and Zhai Jianfeng as executive vice presidents [1] - The board approved the appointment of Chen Ruyang, Li Jianfeng, Cao Yali, Deng Runfei, Qiu Jiang, Wang Tao, and Ye Jingchao as vice presidents [1] - Ye Jingchao was appointed as the financial officer, and Deng Runfei was appointed as the chief engineer [1] Management Structure - The board approved the work division of the management team [3] - The board approved the organizational structure adjustment [3]

| 证券代码：603018 | 证券简称：华设集团 | 公告编号：2026-005 | | --- | --- | --- | | 转债代码：113674 | 转债简称：华设转债 | | 华设设计集团股份有限公司 第六届董事会第二次会议决议公告 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。 一、董事会会议召开情况 华设设计集团股份有限公司（以下简称"公司"）第六届董事会第二次会议于 2026年1月22日在公司AB507会议室（南京市秦淮区紫云大道9号）召开，会议由 董事长杨卫东召集并主持。本次会议通知于2026年1月16日以书面和邮件方式送 达各位董事。本次会议应出席董事9名，实际出席9名。会议采用现场与通讯表决 方式进行。会议的召开符合《中华人民共和国公司法》及《华设设计集团股份有 限公司章程》的规定。 二、董事会会议审议情况 1、审议通过《关于聘任公司高级管理人员的议案》 会议同意聘任徐一岗、翟剑峰为公司执行副总经理； 会议同意聘任陈汝扬、李剑锋、曹亚丽、邓润飞、邱江、王涛、叶敬超为公 司副总经理； 会议同意聘任叶敬超 ...

Core Viewpoint - The ongoing disputes within Huazhe Group (603018.SH) revolve around the proposed amendments to the company's articles of association, particularly regarding the cumulative voting system, which has raised concerns among minority shareholders about their ability to participate in corporate governance [2][5]. Group 1: Shareholder Disputes - Huazhe Group's shareholder, Hangzhou Zhongyikun Management Consulting Co., Ltd., holding 3.001% of shares, has called for a vote against all proposals at the upcoming 2026 extraordinary general meeting, primarily targeting the amendment to the articles of association [2][5]. - The proposed amendment seeks to change the conditions under which the cumulative voting system is applied, requiring a single shareholder and their concerted actors to hold at least 30% of shares for it to be activated [5][6]. - The new company secretary, Deng Runfei, argues that the non-cumulative voting system is a reasonable choice for companies without a major shareholder, aligning with national regulations and the company's governance characteristics [2][6]. Group 2: Governance and Voting Dynamics - The recent board election process has been contentious, with Hangzhou Zhongyikun submitting a proposal to elect a non-independent director, which was later withdrawn by Huazhe Group, citing the need for further discussion [4][5]. - The voting results from the 2026 extraordinary general meeting showed that despite increased support for Hangzhou Zhongyikun's position, the proposed amendments passed with an 81% approval rate [5][6]. - The company's shareholding structure is notably dispersed, with the largest shareholder holding only 4.17% and the top ten shareholders collectively owning 23.25%, which complicates governance dynamics [6][8]. Group 3: Employee Shareholding and Corporate Strategy - Approximately 100 employees, including executives, hold about 25% of Huazhe Group's total shares, reflecting a significant employee stake in the company [8]. - The company aims to explore a governance system that promotes development and achieves a win-win situation for shareholders, employees, and the enterprise [8]. - Huazhe Group's strategic transition from a traditional engineering design firm to an innovative technology enterprise platform is emphasized, indicating a focus on aligning with strategic investors [6][8].

Core Viewpoint - The ongoing disputes surrounding Huasheng Group's governance and shareholder voting rights have intensified, particularly regarding the proposed amendments to the company's articles of association that could limit the influence of minority shareholders [2][5]. Group 1: Shareholder Voting Rights and Governance - Huasheng Group's proposed amendment to its articles of association aims to change the cumulative voting system, requiring a single shareholder and their concerted actions to hold at least 30% of shares for it to be applicable [2][5]. - The amendment has been met with opposition from minority shareholder Hangzhou Zhongyikun Management Consulting Co., which argues that it will diminish the ability of small shareholders to participate in corporate governance [2][4]. - The company’s new secretary, Deng Runfei, defends the non-cumulative voting system as a reasonable choice for companies without a major shareholder, aligning with national regulations and the company's governance characteristics [2][6]. Group 2: Recent Shareholder Meetings and Proposals - In December 2025, Huasheng Group announced the agenda for its 2026 first extraordinary general meeting, which included the controversial articles amendment and the election of Yang Weidong as a non-independent director [5]. - Despite a significant turnout of shareholders at the meeting, with 588 attendees representing 40.86% of voting rights, the proposed amendments passed with an 81% approval rate [5][6]. - Hangzhou Zhongyikun's proposal to elect Huang Qingzhou as a non-independent director was submitted as a temporary proposal but faced procedural challenges, leading to its rejection with only 11.83% approval [4][6]. Group 3: Shareholding Structure and Company Strategy - Huasheng Group has a highly dispersed shareholding structure, with the largest shareholder holding only 4.17% and the top three shareholders collectively owning 11.03% [6][7]. - Approximately 25% of the company's shares are held by employees, including executives, reflecting a commitment to maintaining a non-controlling shareholder status [7]. - The company is undergoing a strategic transformation from a traditional engineering design firm to an innovative technology enterprise, emphasizing the need for a governance structure that supports this transition [6][7].

Group 1 - The first meeting of the sixth board of directors of the company was held on January 16, 2026, with all 9 directors present, complying with relevant laws and regulations [2][4] - Yang Weidong was elected as the chairman of the sixth board of directors [3][4] - The board approved the division of work among its members, with all votes in favor [5][6] Group 2 - The composition of the specialized committees was established, including the Strategic and Technological Innovation Committee, Nomination and Human Resources Committee, Audit Committee, and Compensation and Assessment Committee, with specific members appointed [6][7] - Yao Yu was appointed as the general manager of the company, with unanimous approval [8] - Deng Runfei was appointed as the secretary of the board, with responsibilities to act as the securities affairs representative until a new representative is appointed [8] Group 3 - The board approved the proposal to participate in the capital increase of Nanjing Smart Traffic Information Co., Ltd., with unanimous support [8]

华设设计集团股份有限公司 第六届董事会第一次会议决议公告 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。 一、董事会会议召开情况 华设设计集团股份有限公司（以下简称"公司"）第六届董事会第一次会议于 2026年1月16日在公司AB507会议室（南京市秦淮区紫云大道9号）召开，会议由 董事杨卫东召集并主持。本次会议因情况特殊，以电话方式发出会议通知。本次 会议应出席董事9名，实际出席9名。会议采用现场与通讯表决方式进行。会议的 召开符合《中华人民共和国公司法》及《华设设计集团股份有限公司章程》的规 定。 | 证券代码：603018 | 证券简称：华设集团 | 公告编号：2026-004 | | --- | --- | --- | | 转债代码：113674 | 转债简称：华设转债 | | 二、董事会会议审议情况 1、审议通过《关于选举公司董事长的议案》 会议选举杨卫东先生担任公司第六届董事会董事长。杨卫东先生简历详见附件。 表决结果：同意9票，反对0票，弃权0票。 2、审议通过《关于董事会成员工作分工的议案》 表决结果：同意9 ...

Group 1 - On January 15, Huasheng Group's stock fell by 1.18%, with a trading volume of 68.19 million yuan [1] - The financing data for Huasheng Group on the same day showed a financing purchase amount of 7.60 million yuan and a financing repayment of 17.83 million yuan, resulting in a net financing outflow of 10.23 million yuan [1] - As of January 15, the total margin balance for Huasheng Group was 305 million yuan, accounting for 5.89% of its circulating market value, indicating a high level compared to the past year [1] Group 2 - As of December 20, the number of shareholders of Huasheng Group reached 30,100, an increase of 1.74% from the previous period, while the average circulating shares per person decreased by 1.71% to 22,742 shares [2] - For the period from January to September 2025, Huasheng Group reported an operating income of 2.54 billion yuan, a year-on-year decrease of 5.52%, and a net profit attributable to shareholders of 186 million yuan, down 19.99% year-on-year [2] Group 3 - Since its A-share listing, Huasheng Group has distributed a total of 1.25 billion yuan in dividends, with 455 million yuan distributed over the past three years [3] - As of September 30, 2025, notable changes in institutional holdings included the exit of Qianhai Kaiyuan Public Utilities Stock and Qianhai Kaiyuan New Economy Mixed A from the top ten circulating shareholders [3]

Meeting Overview - The first extraordinary general meeting of shareholders was held on January 15, 2026, at the company's conference room in Nanjing [1] - The meeting was convened by the board of directors and chaired by Chairman Yang Weidong, utilizing a combination of on-site and online voting methods [1] Attendance and Participation - Out of 9 current directors, 8 attended the meeting, with independent director Xu Jinrong absent due to work commitments [2] - The meeting was attended by the board secretary Hu Anbing and several vice presidents [2] Resolutions and Voting Results - The following resolutions were passed: 1. Amendment to the company's articles of association [2] 2. Election of Yang Weidong as a non-independent director of the sixth board [3] 3. Election of Hu Anbing as a non-independent director of the sixth board [3] 4. Election of Yao Yu as a non-independent director of the sixth board [3] 5. Election of Hou Ligang as a non-independent director of the sixth board [3] 6. Election of Xu Yigang as a non-independent director of the sixth board [3] - The first resolution required a two-thirds majority of valid voting rights to pass, which it achieved, allowing the subsequent resolutions to pass with a simple majority [3] Voting Rights and Proxy Voting - Shareholder Hangzhou Zhongyikun Management Consulting Co., Ltd., holding 3.001% of shares, publicly solicited voting rights but did not submit the required proxy materials before the meeting [4] Legal Verification - The meeting was witnessed by Guohao Law Firm, confirming that the convening and voting procedures complied with relevant laws and regulations [4]

国浩律师（北京）事务所 关于 华设设计集团股份有限公司 2026 年第一次临时股东会 国浩律师（北京）事务所 关于华设设计集团股份有限公司 2026 年第一次临时股东会之法律意见书 之 法律意见书 北京市朝阳区东三环北路 38 号泰康金融大厦 9 层 邮编：100026 9/F, Taikang Financial Tower, 38 North Road East Third Ring, Chaoyang District, Beijing 100026, China 电话/Tel: (+86)(10) 6589 0699 传真/Fax: (+86)(10) 6517 6800 网址/Website: www.grandall.com.cn 2026 年 1 月 国浩律师（北京）事务所 法律意见书 国浩京证字[2026]第 0043 号 致：华设设计集团股份有限公司 国浩律师（北京）事务所接受华设设计集团股份有限公司（以下简称"公司" 或"华设集团"）的委托，指派律师出席并见证了公司 2026 年 1 月 15 日召开的 2026 年第一次临时股东会（以下简称"本次股东会"），并依据《中华人民共和国 证券法 ...

证券代码：603018 证券简称：华设集团 公告编号：2026-003 华设设计集团股份有限公司 2026年第一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 一、 会议召开和出席情况 1、 议案名称：《关于修改<公司章程>及其附件的议案》 (一)股东会召开的时间：2026 年 1 月 15 日 (二)股东会召开的地点：南京市秦淮区紫云大道 9 号公司 E3 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 | 588 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 279,414,489 | | 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 | | | 份总数的比例（%） | 40.8622 | (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，董事长杨卫东主持。本次会议采取现场投票 和网络投票相结合 ...