资金方面，7月31日主力资金净流出502.98万元，占流通市值的0.36%。 风险提示：股市有风险，投资需谨慎。 截至2025年7月31日15时，美芝股份股价报11.55元，较前一交易日下跌0.29元，跌幅2.45%。当日开盘 价为11.81元，最高触及11.90元，最低下探至11.47元，成交量为3.44万手，成交额0.40亿元。 美芝股份主营业务为建筑装饰工程设计与施工，所属行业为装修装饰板块。公司注册地位于广东省，属 于地方国企改革概念范畴。 消息面上，美芝股份于7月31日召开2025年第二次临时股东大会，审议通过了《关于变更公司注册地址 的议案》等多项议案。 来源:金融界 ...

北京大成（广州）律师事务所 关于深圳市美芝装饰设计工程股份有限公司 2025 年第二次临时股东大会的 法律意见书 北 京 大 成 （ 广 州 ） 律 师 事 务 所 www.dentons.cn 中国广州市珠江新城珠江东路 6 号周大福金融中心（东塔）14-15 楼全层（510623） 14/F, 15/F, CTF Finance Centre, No.6,Zhujiang East Road, Zhujiang New Town,Guangzhou,P.R.China,510623 Tel: +86 20-8527 7000 Fax: +86 20-8527 7002 1 一、本次股东大会的召集、召开的程序 （一）本次股东大会的召集程序 北京大成（广州）律师事务所 关于深圳市美芝装饰设计工程股份有限公司 2025 年第二次临时股东大会的法律意见书 致：深圳市美芝装饰设计工程股份有限公司 根据《中华人民共和国证券法》（以下简称"《证券法》"）、《中华人民 共和国公司法》（以下简称"《公司法》"）和中国证券监督管理委员会《上市 公司股东会规则》（以下简称"《股东会规则》"）等法律、法规和其他有关规 范性文件的 ...

证券代码：002856 证券简称：美芝股份 公告编号：2025-048 深圳市美芝装饰设计工程股份有限公司 2025年第二次临时股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示： 1．本次股东大会未出现否决提案的情形。 2．本次股东大会未涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 1．会议召开时间：2025年7月31日（星期四）14:30； 2．会议召开地点：深圳市福田区梅林街道梅丰社区梅华路深华科技工业园1号厂 房4层公司会议室； 3．会议召开方式：本次临时股东大会采取现场投票与网络投票相结合的方式； 4．会议召集人：公司董事会； 5．会议主持人：董事长何伏信先生； 6．本次会议的召开符合有关法律、行政法规、部门规章、规范性文件和《公司 章程》的规定。 （二）会议出席情况 1 股东出席的总体情况：通过现场和网络投票的股东42人，代表股份56,764,893股， 占公司有表决权股份总数的41.9509％。其中：通过现场投票的股东2人，代表股份 55,791,453股，占公司有表决权股份总数的41.2 ...

Core Viewpoint - Shenzhen Meizhi Decoration Design Engineering Co., Ltd. is changing its registered address and revising its articles of association and internal governance system to enhance its governance structure and align with future operational needs [1]. Group 1: Change of Registered Address - The company plans to change its registered address from "505 Angel Building, 52 Bagua Fourth Road, Huaylin Community, Yantian District, Shenzhen" to "401, 4th Floor, Factory Building 1, Shenhua Technology Industrial Park, Meihua Road, Meilin Street, Futian District, Shenzhen" [1]. - The final registered address will be subject to approval by the industrial and commercial registration authority [1]. Group 2: Revision of Articles of Association - The company will no longer have a supervisory board, with its powers transferred to the audit committee of the board of directors, leading to the abolition of the "Supervisory Board Meeting Rules" [1]. - Specific amendments to the articles of association include changes to the registered address and the removal of the supervisory board [1]. Group 3: Internal Governance System - The revisions aim to improve the company's governance structure in accordance with relevant laws and regulations, including the Company Law and Securities Law [1]. - The company will ensure that the legal representative's responsibilities and the consequences of civil activities conducted in the company's name are clearly defined [2].

Core Viewpoint - Shenzhen Meizhi Decoration Design Engineering Co., Ltd. plans to reappoint Zhongshun Yatai Accounting Firm as the auditor for the 2025 financial report and internal control audit, following the relevant regulations set by the Ministry of Finance, State-owned Assets Supervision and Administration Commission, and the China Securities Regulatory Commission [1][5]. Group 1: Appointment Details - The board of directors and the supervisory board approved the proposal to reappoint Zhongshun Yatai Accounting Firm during meetings held on July 15, 2025 [1]. - The proposed audit fee for 2025 is 1.4 million yuan, which includes 1 million yuan for the annual financial audit and 400,000 yuan for the internal control audit [5]. Group 2: Zhongshun Yatai Accounting Firm Information - Zhongshun Yatai Accounting Firm was established on January 18, 2013, and has 93 partners and 482 registered accountants as of the end of the last fiscal year [1][2]. - The firm reported total audited revenue of 703.98 million yuan, with audit service revenue of 682.03 million yuan and securities service revenue of 301.09 million yuan in the last year [1][2]. - The firm has served 40 listed companies and 183 companies on the New Third Board for annual report audits in the previous year [1]. Group 3: Professional Competence and Compliance - The project partners and quality control reviewers at Zhongshun Yatai possess the necessary professional competence, with no criminal penalties and only minor administrative penalties in the last three years [2][3][4]. - The firm has a professional risk fund of 85.11 million yuan and a cumulative liability limit of 400 million yuan for professional liability insurance [2][3]. - There are no violations of the independence requirements as per the Code of Ethics for Certified Public Accountants [5].

Group 1 - The purpose of the rules is to standardize the board's decision-making process, protect shareholders' rights, and enhance the board's operational efficiency [1] - The board consists of 9 directors, including 3 independent directors, elected for a term of three years [3][4] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major investments and management structures [2][4] Group 2 - The board must consult the company's party committee before making significant decisions [3] - The board is responsible for establishing strict review and decision-making procedures for external investments and major transactions [3][4] - Transactions exceeding certain thresholds must be reviewed and disclosed by the board [4][5] Group 3 - The board has established specialized committees, including audit, strategy, nomination, and compensation committees, to assist in its functions [6] - Regular board meetings are held at least twice a year, with procedures for both regular and temporary meetings outlined [7][8] Group 4 - Meeting notifications must be sent out in advance, with specific requirements for both regular and temporary meetings [9][12] - The board meeting requires a quorum of more than half of the directors to be valid [13][14] - Voting procedures are clearly defined, with provisions for proxy voting and the need for independent directors' approval on certain matters [16][17] Group 5 - Decisions made by the board must be reported to the Shenzhen Stock Exchange, including details of the meeting and voting results [19][20] - The board is responsible for ensuring the implementation of its resolutions and maintaining records of meetings for at least ten years [30][31]

Core Viewpoint - The document outlines the fundraising management measures of Shenzhen Meizhi Decoration Design Engineering Co., Ltd, aiming to enhance the efficiency and effectiveness of fundraising usage while ensuring compliance with relevant laws and regulations [1]. Group 1: General Principles - The company establishes this management method to improve governance and protect the rights of stakeholders [1]. - Fundraising refers to funds raised through stock issuance or other equity-like securities, excluding funds for equity incentive plans [1][2]. - The company must ensure that fundraising is used specifically for designated purposes and in compliance with national industrial policies [2][3]. Group 2: Fundraising Account Management - Funds must be stored in a special account approved by the board of directors, and no non-fundraising funds should be stored in this account [3][4]. - If the company has multiple financings, separate accounts must be established for each fundraising [3][4]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of fundraising [3][4]. Group 3: Fund Usage - The board must ensure that fundraising projects are feasible and have good market prospects [9]. - Funds should primarily be used for the company's main business and not for high-risk investments or financial assistance to others [5][9]. - The company must establish a detailed ledger for fundraising, recording all financial movements related to the funds [8][9]. Group 4: Changes in Fundraising Projects - Any changes in the use of funds must be approved by the board and disclosed to shareholders [11][12]. - If a project is terminated, the remaining funds can only be used for specific purposes after board approval [23][24]. - The company must disclose reasons for any delays in project completion and the current status of the funds [13]. Group 5: Management and Supervision - The audit department must check the fundraising usage at least quarterly and report findings to the audit committee [31][32]. - The company must provide accurate disclosures regarding the actual use of funds and any discrepancies from the planned usage [14][15]. - The sponsor must conduct ongoing supervision of the fundraising management and report any irregularities [33][34].

Core Viewpoint - The document outlines the management system for the shares held by the directors and senior management of Shenzhen Meizhi Decoration Design Engineering Co., Ltd, emphasizing compliance with relevant laws and regulations to maintain market order and prevent insider trading. Group 1: General Principles - The company establishes this system to manage the shares held by its directors and senior management, ensuring adherence to the Company Law and Securities Law of the People's Republic of China [2][3] - Directors and senior management must be aware of legal prohibitions against insider trading and market manipulation before trading the company's shares [2][3] Group 2: Information Reporting and Disclosure - Directors and senior management are required to report their personal and family information to the Shenzhen Stock Exchange within specified timeframes, including during initial stock registration and upon any changes [4][5] - The company must ensure that the reported information is true, accurate, timely, and complete, and agrees to disclose shareholding changes publicly [4][6] Group 3: Share Transfer Regulations - Directors and senior management can only transfer a maximum of 25% of their shares during their term and within six months after their term ends, with certain exceptions [8] - Shares held by directors and senior management are subject to lock-up periods and cannot be transferred under specific conditions, such as during investigations or legal proceedings [10][11] Group 4: Prohibited Actions - Directors and senior management are prohibited from trading company shares during certain periods, such as before the announcement of financial reports or during significant events that could affect share prices [10][11] - The company must ensure that related parties do not engage in insider trading based on confidential information [11] Group 5: Accountability and Enforcement - Any violations of this system by directors and senior management will result in the company reclaiming any profits made from such trades, and severe cases may lead to disciplinary actions [13][14] - The company is responsible for monitoring compliance with this system and must cooperate with regulatory inquiries regarding share trading activities [14][13]

General Overview - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations, registered on December 6, 2012, with a unified social credit code [2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 25.34 million shares on February 24, 2017, and listed on the Shenzhen Stock Exchange on March 20, 2017 [3] Company Structure - The registered capital of the company is RMB 135,312,808 [3] - The company is a permanent joint-stock limited company, with the general manager serving as the legal representative [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 [3] Business Objectives and Scope - The company's business objective is to focus on architectural decoration design and construction, aiming to create high-quality industry brands and promote sustainable development [4][5] - The business scope includes various engineering and construction services, such as general contracting for construction projects, installation engineering, and environmental protection engineering [5] Share Issuance and Management - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [6][7] - The total number of shares issued by the company is 135,312,808, all of which are ordinary shares [7] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company management, as well as obligations to comply with laws and regulations [12][39] - The company must maintain a shareholder register based on the records provided by the securities registration and settlement institution [12] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for convening and conducting these meetings [48][52] - Shareholders holding more than 10% of the shares can request the board to convene a temporary meeting [54] - The company must provide adequate notice of meetings, including details on the agenda and voting procedures [60][62] Legal Compliance and Governance - The company is required to comply with the Company Law, Securities Law, and other relevant regulations, ensuring that all actions taken by the board and shareholders are legally valid [4][13] - The company must disclose information regarding significant events and maintain transparency in its operations [14][16]

深圳市美芝装饰设计工程股份有限公司 股东会议事规则 深圳市美芝装饰设计工程股份有限公司 股东会议事规则 第一章 总则 （二）出席会议人员的资格、召集人资格是否合法有效； （三）会议的表决程序、表决结果是否合法有效； 第一条 为促进深圳市美芝装饰设计工程股份有限公司（"公司"或"本公司"） 规范运作，提高股东会议事效率，保障股东合法权益，保证股东会依法行使职权， 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》（以 下简称"《证券法》"）及其他相关法律、法规、规范性文件和《深圳市美芝装 饰设计工程股份有限公司章程》（"《公司章程》"）的有关规定，结合公司实 际情况，制订本规则。 第二条 股东会是公司最高非常设性的权力机构，应当在《公司法》和《公 司章程》规定的范围内行使职权。公司股东会的召集、提案、通知、召开等事项 适用本规则。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股东会的，应当 ...