Group 1 - The report emphasizes the importance of Environmental, Social, and Governance (ESG) practices in the company's operations and design strategies [1][2]. - The company aims to integrate human needs with the natural environment, focusing on sustainable design solutions [3][4]. - The report highlights the company's global presence, with operations in North America, Europe, Asia, and the Middle East [1]. Group 2 - The company utilizes advanced technologies such as AI and SaaS to enhance its design processes and sustainability efforts [1][4]. - The report outlines various design awards and recognitions received by the company, showcasing its commitment to excellence in design [1]. - The company adheres to international standards such as ISO 9001 and ISO 14001, indicating its dedication to quality management and environmental responsibility [4][5].

Core Points - The company aims to enhance its corporate governance structure and board composition to protect the interests of minority shareholders and stakeholders while ensuring compliance with relevant laws and regulations [1][2][3] - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [1][2] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [1][2][3] - Independent directors are required to perform their duties independently and are obligated to act in good faith and with diligence towards the company and all shareholders [1][2][3] Independent Director Qualifications and Appointment - Independent directors must maintain independence and cannot be individuals with significant relationships with the company or its major shareholders [2][3][4] - The company must conduct annual self-assessments of the independence of its independent directors and disclose the results [3][4] - The nomination of independent directors must be based on their qualifications, including relevant experience and absence of any disqualifying factors [4][5][6] Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [11][12][13] - They have the authority to independently hire external consultants for auditing or consulting on specific company matters [11][12] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [12][13] Committees and Governance - The company can establish specialized committees such as nomination, remuneration and assessment, and strategy committees, with independent directors holding a majority in these committees [2][3][4] - The audit committee must consist of independent directors and is responsible for reviewing financial information and overseeing internal controls [26][27] - The nomination committee is tasked with proposing candidates for directors and senior management positions [27][28] Reporting and Communication - Independent directors are required to submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [33][34] - The company must ensure that independent directors have access to necessary information and resources to perform their duties effectively [20][21][22] - Any obstacles faced by independent directors in performing their duties must be reported to the board and can be escalated to regulatory authorities if unresolved [38][39]

深圳市郑中设计股份有限公司 第一章 总则 第一条 为促进公司规范运作，提高股东会议事效率，保障股东合法权益，保证 大会程序及决议内容的合法有效性，根据《中华人民共和国公司法》 （"《公 司法》"）、《中华人民共和国证券法》、《深圳证券交易所股票上市 规则》、《深圳证券交易所上市公司自律监管指引第1号——主板上市公 司规范运作》、《上市公司股东会规则》等法律、法规、规范性文件及 公司章程等有关规定，结合公司实际情况，制定本规则。 第二条 公司应当严格按照法律、行政法规、本规则及公司章程的相关规定召开 股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事 应当勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和公司章程规定的范围内行使职权。 在股东会决议公告前，召集股东持股比例不得低于10%。 第四条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次，应当 于上一会计年度结束后的6个月内举行。临时股东会不定期召开，出现《公 司法》第一百一十三条规定的应当召开临时股东会的情形时，临时股东 会应当在2个月内召开。 公司在上述期限内不能召开 ...

Core Viewpoint - The company aims to enhance communication with investors and protect their rights through a structured investor relations management system, aligning with legal and regulatory requirements [1][2]. Group 1: Principles and Objectives of Investor Relations Management - The basic principles of investor relations management include compliance, equality, proactivity, and honesty [3][4]. - The objectives are to foster a positive relationship with investors, establish a stable investor base, promote a culture of respect for investors, maximize overall company benefits, and enhance transparency in information disclosure [4][5]. Group 2: Content and Methods of Communication - Key communication topics include the company's development strategy, legal disclosures, management information, environmental, social, and governance information, corporate culture, shareholder rights, and potential risks [2][6]. - Various communication methods include announcements, shareholder meetings, the company website, analyst meetings, one-on-one communications, and media interviews [2][6]. Group 3: Organizational Structure and Responsibilities - The board of directors is responsible for decision-making in investor relations, while the board secretary oversees the management of investor relations activities [9][10]. - Responsibilities include drafting management policies, organizing communication activities, handling investor inquiries, and maintaining communication channels [9][10]. Group 4: Investor Relations Activities - The company should facilitate shareholder meetings, potentially using online platforms for broader participation [5][6]. - The company is encouraged to maintain an investor relations section on its website, providing timely updates and relevant information [6][7]. - Regular training for board members and staff on investor relations management is essential to ensure effective communication [8][9].

Core Viewpoint - The company has established a set of regulations governing the management of shares held by its directors and senior management, in compliance with relevant laws and regulations [4]. Group 1: Share Transfer Regulations - Directors and senior management can transfer up to 1,000 shares at once without being subject to transfer ratio limits [2]. - Shares held by directors and senior management cannot be transferred under certain conditions, including within one year of the company's stock listing and within six months after leaving the position [4]. - The number of transferable shares for directors and senior management can increase proportionally if the company conducts equity distribution during the year [3]. Group 2: Reporting and Compliance - Directors and senior management must report any changes in their shareholdings within two trading days, and the company is required to announce these changes on the Shenzhen Stock Exchange [10]. - There are specific periods during which directors and senior management are prohibited from buying or selling company shares, such as 15 days before the annual or semi-annual report announcements [12]. - The company’s board secretary is responsible for managing the data and information related to the shareholdings of directors and senior management, ensuring compliance with reporting requirements [14]. Group 3: Penalties and Modifications - Violations of the share trading regulations may result in penalties from the China Securities Regulatory Commission and the Shenzhen Stock Exchange, as well as potential internal disciplinary actions by the company [15]. - The company will revise its regulations in accordance with any new requirements issued by the China Securities Regulatory Commission or the Shenzhen Stock Exchange [16].

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1] - The company was transformed from Shenzhen Yatai Decoration Design Engineering Co., Ltd. and registered with the Shenzhen Market Supervision Administration [1] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 45 million shares on September 8, 2016 [1] Company Structure - The registered capital of the company is RMB 3,079.70005 million [1] - The company is a permanent joint-stock limited company [1] - The general manager serves as the legal representative of the company [1] Business Objectives and Scope - The company's business objective is to become a world-leading space design enterprise, focusing on brand and technology [1] - The business scope includes decoration engineering design and construction, installation of air conditioning systems, and domestic trade of various materials and products [1] Share Issuance and Structure - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [3] - The total number of shares issued by the company is 3,079.70005 million [5] - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [5] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in company decisions [8] - Shareholders holding more than 1% of the shares can request the company to initiate legal proceedings if their rights are infringed [11] - Shareholders are responsible for their shares and cannot withdraw their capital except as provided by law [16] Governance and Management - The company establishes a Communist Party organization to conduct activities in accordance with the Party's regulations [1] - The board of directors and senior management must report to the shareholders and respond to inquiries during shareholder meetings [32][76] - The company must ensure compliance with laws and regulations in its operations and governance [14][42] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and voting [49][50] - Shareholders can propose temporary motions and must be notified of meeting details in advance [26][61] - The company must maintain accurate records of shareholder meetings, including attendance and voting results [78]

Core Viewpoint - The company aims to establish a comprehensive internal audit system to enhance operational efficiency, ensure compliance with laws and regulations, and improve the reliability of financial disclosures [1][2]. Group 1: Internal Audit Framework - The internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls and risk management, the authenticity of financial information, and the efficiency of operations [1]. - The company is required to establish a robust internal audit system tailored to its industry characteristics and operational specifics, which must be approved by the board of directors [2][3]. - The board of directors is responsible for the establishment and effective implementation of the internal control system, ensuring the accuracy and completeness of related disclosures [2]. Group 2: Audit Committee Responsibilities - An audit committee must be established under the board of directors, composed entirely of non-executive directors, with independent directors holding a majority [3]. - The audit committee is tasked with guiding and supervising the internal audit system's establishment and implementation, reviewing annual audit plans, and ensuring the effective operation of the internal audit department [5][6]. Group 3: Internal Audit Department Duties - The internal audit department is responsible for evaluating the completeness and effectiveness of internal control systems across the company and its subsidiaries [5][6]. - The department must report its findings and any significant issues directly to the audit committee and provide quarterly updates on audit plans and results [5][6]. - The internal audit department should maintain independence and be staffed with dedicated personnel, not under the financial department's leadership [3][4]. Group 4: Evaluation and Reporting - The internal audit department must submit an annual internal control evaluation report to the audit committee, detailing the scope, conclusions, and recommendations for improvement [8][9]. - The audit committee must report any significant deficiencies or risks in internal controls to the board of directors and the Shenzhen Stock Exchange [9][12]. - The company is required to disclose the internal control evaluation report alongside its annual report, ensuring transparency and compliance with regulatory requirements [13][14].

Group 1 - The company establishes a nomination committee to optimize the board composition and improve corporate governance [1][5] - The nomination committee consists of three directors, with two being independent directors [1][5] - The committee is responsible for proposing candidates for directors and senior management, as well as reviewing their qualifications [1][5][6] Group 2 - The nomination committee must submit its proposals to the board, which must document any reasons for not adopting the committee's recommendations [1][5] - The committee is required to conduct thorough research on the needs for new directors and senior management before making recommendations [1][5] - Meetings of the nomination committee must be attended by a majority of its members to be valid, and decisions require a majority vote [5][6]

Core Viewpoint - The company has established a management approach to ensure that transactions with related parties are conducted fairly and transparently, protecting the rights of non-related shareholders [2][9]. Group 1: Related Party Transactions - Related party transactions include various activities such as asset purchases or sales, product sales, raw material purchases, and financial assistance [3][9]. - The company must adhere to principles of honesty and fairness in related party transactions, ensuring that these transactions do not harm the interests of the company and non-related shareholders [10][11]. - Related party transactions must be documented in written contracts, and the content should be clear and specific [11]. Group 2: Decision-Making Procedures - The board of directors must ensure that related directors abstain from voting on related party transactions [4][5]. - The approval process for related party transactions varies based on the transaction amount, with specific thresholds for board and shareholder approval [6][7]. - Related party transactions must be disclosed in accordance with regulatory requirements, including details about the transaction, pricing policies, and the impact on the company [10][12]. Group 3: Information Disclosure - Transactions exceeding certain monetary thresholds must be submitted for shareholder approval, particularly if they exceed 30 million RMB or 5% of the company's audited net assets [9][10]. - The company is required to disclose the nature of related party relationships, transaction pricing, and the rationale behind the transactions in its announcements [10][12]. - Documentation related to decision-making and resolutions regarding related party transactions must be maintained for a period of ten years [12].

Core Viewpoint - The document outlines the regulations and procedures for the management and use of raised funds by Shenzhen Zhengzhong Design Co., Ltd, ensuring investor protection and compliance with relevant laws and regulations [1][2][3]. Group 1: Fund Management and Storage - The company must use raised funds prudently and ensure that their use aligns with the commitments made in the issuance application documents [2][3]. - A special account for raised funds must be established and managed, ensuring that no non-raised funds are stored in this account [2][3]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being in place [2][3][4]. Group 2: Fund Usage - Raised funds should primarily be used for the company's main business and not for high-risk investments or financial assistance to others [3][4]. - The company must ensure the authenticity and fairness of fund usage, preventing misuse by controlling shareholders or related parties [3][4]. - If any project funded by raised funds encounters significant issues, the company must reassess its feasibility and disclose the situation [3][4][5]. Group 3: Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board of directors and disclosed promptly [4][5][10]. - The company must have a clear plan for the use of any excess funds raised, which should be allocated to ongoing projects or share buybacks [10][12]. - If the company intends to change the implementation subject of the raised funds, it must ensure effective control over the project [12][13]. Group 4: Supervision and Reporting - The company’s audit department must conduct quarterly checks on the storage, management, and usage of raised funds [14][15]. - The board of directors must monitor the actual storage and usage of raised funds and report any discrepancies exceeding 30% from the planned investment [14][15]. - Independent financial advisors must conduct regular on-site checks and report any irregularities in the management of raised funds [15][16].