1、本次股东会未出现否决议案的情形。 2、本次股东会未涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 股票代码：000042 股票简称：中洲控股 公告编号：2025－47 号 深圳市中洲投资控股股份有限公司 2025 年第一次临时股东会决议公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有任何虚假记载、误导 性陈述或者重大遗漏。 特别提示： 5、主持人：董事长贾帅 （一）会议的召开情况 6、本次股东大会的召集与召开程序、出席会议人员资格及表决程序符合《公司法》、深 圳证券交易所《股票上市规则》及公司《章程》的有关规定。 1、召开时间：2025 年 9 月 9 日（星期二）下午 14：30 （二）会议的出席情况 1、股东出席的总体情况： 2、召开地点：深圳市福田区金田路 3088 号中洲大厦 38 楼 3814 会议室。 通过现场和网络投票的股东 94 人，代表股份 404,635,063 股，占公司有表决权股份总 数的 60.8628％。 3、召开方式：现场投票和网络投票等表决方式相结合 4、召集人：本公司董事会 其中：通过现场投票的股东 3 人，代表股份 350,033,613 股， ...

二〇二五年九月九日 1 Room1111-1112 NewsBuilding 1002 Mid-Shennan Road Shenzhen, P.R. China E-mail:office@rscdlaw.com 关于深圳市中洲投资控股股份有限公司 2025 年第一次临时股东会会议的法律意见书 融商诚达律师事务所 广东融商诚达律师事务所 深圳市深南中路 1002 号 新闻大厦十一楼 1111-1112 室 电 话（Phone）：（755） 82091588 传 真（ Fax ）：（755） 82091788 邮政编码（Zip Code）：518027 关于深圳市中洲投资控股股份有限公司 2025 年第一次临时股东会会议的 法律意见书 致：深圳市中洲投资控股股份有限公司 依据《中华人民共和国公司法》（下称"《公司法》"）、《中华人民共和国证券 法》（下称"《证券法》"）及中国证券监督管理委员会《上市公司股东会规则》（2025 年 3 月 28 日公布并施行）（下称"《股东会规则》"）等现行法律、法规、规范性 文件及现行有效的《深圳市中洲投资控股股份有限公司章程》（下称"《公司章 程》"）、《深圳市中洲投资控股 ...

Core Viewpoint - Zhongzhou Holdings (000042) reported a decline in total revenue for the first half of 2025, but a significant increase in net profit, indicating improved profitability despite lower sales [1] Financial Performance - Total revenue for the first half of 2025 was 1.677 billion yuan, a decrease of 28.4% year-on-year [1] - Net profit attributable to shareholders was 189 million yuan, an increase of 145.6% year-on-year [1] - Gross margin improved to 43.69%, up 23.23% year-on-year, while net margin reached 11.07%, up 160.04% year-on-year [1] - Operating cash flow per share increased by 62.77% to 5.6 yuan [1] Cost and Expenses - Total sales, management, and financial expenses amounted to 412 million yuan, accounting for 24.55% of revenue, a slight increase of 1.51% year-on-year [1] - Operating costs decreased by 37.54% due to a reduction in real estate cost settlements [6] Balance Sheet Items - Cash and cash equivalents increased by 83.77% to 4.579 billion yuan, attributed to increased sales collections [1][10] - Accounts receivable rose by 10.19% to 321 million yuan [1] - Interest-bearing liabilities decreased by 4.49% to 8.201 billion yuan [1] Other Financial Metrics - The company reported a significant increase in contract liabilities by 57.11% due to increased pre-sale housing payments [3] - Other non-current liabilities decreased by 73.24% as the company repaid loans from non-financial institutions [4] - Research and development expenses decreased by 32.13% due to a reduction in R&D personnel [9] Historical Context - The company's historical financial performance shows a median ROIC of 3.22% over the past decade, indicating weak investment returns [13] - The company has experienced two years of losses since its listing, reflecting a fragile business model [13]

Financial Performance - The company reported total revenue of 1.677 billion yuan for the first half of 2025, with a net profit attributable to shareholders of 189 million yuan, an increase of 605 million yuan compared to the same period last year [1] - Operating cash flow net inflow was 3.726 billion yuan, up 1.437 billion yuan year-on-year, marking three consecutive years of growth and a 62.77% increase compared to the same period last year [1] Profitability Metrics - The latest asset-liability ratio stands at 90.26% [3] - The gross profit margin is 43.69%, an increase of 8.24 percentage points year-on-year, achieving two consecutive years of growth [3] - Return on equity (ROE) is 5.53%, up 13.34 percentage points from the same period last year [3] - The diluted earnings per share (EPS) is 0.29 yuan, an increase of 0.91 yuan compared to the same period last year [3] Operational Efficiency - The total asset turnover ratio is 0.05 times, and the inventory turnover ratio is also 0.05 times [4] Shareholder Structure - The number of shareholders is 16,800, with the top ten shareholders holding 432 million shares, accounting for 65.02% of the total share capital [4] - The largest shareholder is Shenzhen Zhongzhou Group Co., Ltd., holding 52.63% of the shares [4]

Group 1 - Zhongzhou Holdings (000042.SZ) released its semi-annual report for 2025 on August 22, 2025, indicating that as of August 21, 2025, six institutional investors disclosed holding A-shares, totaling 410 million shares, which accounts for 61.68% of the total share capital [1] - The institutional investors include Shenzhen Zhongzhou Group Co., Ltd., Nanchang Liantai Investment Co., Ltd., Shenzhen Capital Operation Group Co., Ltd., Shenzhen Qianhai Junzhi Investment Co., Ltd., J.P. Morgan Securities PLC - proprietary funds, and Mingya Zhongzheng 1000 Index Enhanced A, with a total institutional holding ratio down by 2.19 percentage points compared to the previous quarter [1] - One new public fund was disclosed during this period, namely Mingya Zhongzheng 1000 Index Enhanced A, while one new foreign institution, J.P. Morgan Securities PLC - proprietary funds, was also reported [1]

Core Insights - Zhongzhou Holdings (SZ 000042, closing price: 9.39 CNY) reported a significant decline in revenue for the first half of 2025, with approximately 1.677 billion CNY, representing a year-on-year decrease of 28.4% [2] - The net profit attributable to shareholders for the same period was around 189 million CNY, with basic earnings per share of 0.285 CNY [2] - In comparison, the revenue for the first half of 2024 was approximately 2.343 billion CNY, with a net loss attributable to shareholders of about 416 million CNY and a basic loss per share of 0.625 CNY [2]

Group 1 - The company held its 11th meeting of the 10th Board of Directors on August 20, 2025, where various resolutions were passed [8][9][10] - The Board approved the 2025 semi-annual report and its summary, ensuring the report's content is true, accurate, and complete [13][38] - The company will not distribute cash dividends or issue bonus shares during the reporting period [3][5] Group 2 - The company has decided to continue hiring Deloitte Huayong as its auditor for the 2025 fiscal year, with a total audit fee of RMB 2.75 million [15][40] - The audit fee includes RMB 1.9 million for financial statement audits and RMB 850,000 for internal control audits [15][40] - Deloitte Huayong has a strong track record, having provided audit services to 61 listed companies in 2024, with total audited revenue of RMB 3.893 billion [43] Group 3 - The company plans to revise its Articles of Association and related governance documents, which will be submitted for shareholder approval [18][51] - The Board approved the establishment of new working rules for various committees and the independent director meeting system [22][23] - The company will hold its first extraordinary general meeting of 2025 on September 9, 2025, to discuss the proposed changes [30]

Group 1 - The core viewpoint of the article highlights that Zhongzhou Holdings (SZ 000042) held its 11th meeting of the 10th board of directors on August 20, 2025, where it reviewed the proposal for establishing a "Special Meeting System for Independent Directors" [1] - For the first half of 2025, Zhongzhou Holdings reported that its revenue composition was as follows: 82.98% from property sales, 9.55% from leasing and services, 7.08% from hotel and catering, and 0.39% from engineering construction [1] - As of the report, Zhongzhou Holdings has a market capitalization of 6.2 billion yuan [1]

Group 1 - The company reported a revenue of 1.677 billion yuan for the first half of 2025, representing a year-on-year decrease of 28.40% [1] - The net profit attributable to shareholders of the listed company was 189 million yuan, marking a turnaround from loss to profit compared to the previous year [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 114 million yuan [1] - The basic earnings per share were 0.2850 yuan [1]

Group 1 - The board of directors of Zhongzhou Investment Holding Co., Ltd. held its 11th meeting of the 10th session on August 11, 2025, where various proposals were discussed and approved [1] - The company approved the 2025 semi-annual report and its summary, ensuring the accuracy and completeness of the information presented [1][2] - The board agreed to continue employing Deloitte Huayong Certified Public Accountants as the auditing firm for the 2025 fiscal year, with a total audit fee of RMB 2.75 million, which includes RMB 1.9 million for financial statement audits and RMB 0.85 million for internal control audits [2] Group 2 - The board approved amendments to several internal regulations, including the company's Articles of Association, Shareholders' Meeting Rules, and Board Meeting Rules, with details to be published in subsequent announcements [2][3][4] - A new Independent Director Special Meeting System was established, and the board also revised the President's Work Guidelines and Information Disclosure Management Regulations [3][4] - The company will hold its first extraordinary shareholders' meeting of 2025 on September 9, 2025, at a specified location in Shenzhen [4]