北京市中伦（深圳）律师事务所 关于深圳市郑中设计股份有限公司 2025 年第二次临时股东会的 法律意见书 二〇二五年九月 北京 · 上海 · 深圳 · 广州 · 武汉 · 成都 · 亚庆 · 背岛 · 杭州 · 南京 · 海口 · 东京 · 香港 · 伦敦 · 纽约 · 洛杉矶 · 旧金山 · 阿拉木图 Beijing + Shanghai + Sharazhou • Wuhan • Chongaing • Qingdas • Hongzhou • Nanjing • Haikou • Tokyo • Holkou • Tokyo • Hong Korg • London • New • Yok • Los Angelov • San Va t and the subject of IG LUN 中倫律師事務所 特殊的普通合伙 Limited Liability Partnership t a 广东省深圳市福田区益田路 5033号平安金融中心 57/58/59/F, Tower A, Ping An Finance Centre, 5033 Yitian Road, Futian henzhen, Guang ...

证券代码：002811 证券简称：郑中设计 公告编号：2025-065 深圳市郑中设计股份有限公司董事会 2025 年 9 月 12 日 附件简历： 深圳市郑中设计股份有限公司 关于选举副董事长的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 深圳市郑中设计股份有限公司（以下简称"公司"）于 2025 年 9 月 12 日召 开第五届董事会第十五次会议，审议通过了《关于选举副董事长的议案》，现将 具体情况公告如下： 为完善公司治理结构，根据公司实际经营需要，结合《公司章程》规定，公 司董事会同意选举刘云贵先生、郑一茜女士为第五届董事会副董事长，任期自第 五届董事会第十五次会议审议通过之日起至第五届董事会届满之日止。刘云贵先 生、郑一茜女士简历详见附件。 特此公告。 1、刘云贵先生：1976 年出生，中国国籍，无境外居留权，本科学历，中国 注册会计师、高级会计师。2000 年任职于天勤会计师事务所，2001 年至 2011 年任职于德勤华永会计师事务所有限公司，曾任高级审计经理。2011 年加入本 公司，历任公司副总经理及财务负责人，现任公司副董事长、总经 ...

Group 1 - The company announced the convening of its first employee representative meeting on September 8, 2025, to elect Guo Yuanyuan as the employee representative director of the fifth board of directors [2] - Guo Yuanyuan will join the current non-employee representative directors to form the fifth board of directors, with her term starting from the approval date of the employee representative meeting until the end of the fifth board's term [2]

郭缘缘女士与公司现任第五届董事会非职工代表董事共同组成公司第五届 董事会，任期自本次职工代表大会审议通过之日起至第五届董事会届满之日止。 上述职工代表董事符合《公司法》等法律法规规定的任职条件。董事会中兼 任公司高级管理人员以及由职工代表担任的董事人数总计不超过公司董事总数 的二分之一。 特此公告。 深圳市郑中设计股份有限公司董事会 2025 年 9 月 8 日 附件：职工代表董事简历 证券代码：002811 证券简称：郑中设计 公告编号：2025-062 深圳市郑中设计股份有限公司 关于选举第五届董事会职工代表董事的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 为完善治理结构，根据《中华人民共和国公司法》（以下简称《公司法》）、 《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》等法律法规、规范性文件以及《公司章程》的相 关规定，深圳市郑中设计股份有限公司（以下简称"公司"）于 2025 年 9 月 8 日召开 2025 年第一次职工代表大会，经全体与会职工讨论并现场投票表决，一 致同意选举郭缘缘女 ...

Market Performance - The decoration and renovation sector increased by 1.24% on September 5, with Dechai Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Stock Highlights - Dechai Co., Ltd. (code: 605287) closed at 16.88, with a rise of 4.98% and a trading volume of 50,000 shares, amounting to 82.48 million yuan [1] - Zhongda Precision Decoration (code: 002989) closed at 37.75, up 4.86%, with a trading volume of 99,200 shares, totaling 371 million yuan [1] - Zhengzhong Design (code: 002811) saw a closing price of 12.11, increasing by 4.04% with a trading volume of 137,100 shares, amounting to 164 million yuan [1] Capital Flow - The decoration and renovation sector experienced a net inflow of 48.4 million yuan from institutional investors, while retail investors saw a net outflow of 18.0 million yuan [2] - The main capital flow data indicates that Zhongda Precision Decoration had a net outflow of 16.43 million yuan from institutional investors [3] Individual Stock Capital Flow - Full Construction Co., Ltd. (code: 603030) had a net inflow of 12.89 million yuan from institutional investors, while it faced a net outflow of 6.99 million yuan from retail investors [3] - Zhengzhong Design (code: 002811) recorded a net inflow of 12.49 million yuan from institutional investors, with a net outflow of 1.05 million yuan from retail investors [3]

Market Overview - On September 4, the decoration and renovation sector rose by 0.39% compared to the previous trading day, with Haoer Sai leading the gains [1] - The Shanghai Composite Index closed at 3765.88, down 1.25%, while the Shenzhen Component Index closed at 12118.7, down 2.83% [1] Stock Performance - Key stocks in the decoration and renovation sector showed varied performance, with Haoer Sai (002963) closing at 12.93, up 3.19% with a trading volume of 113,500 shares and a turnover of 147 million yuan [1] - Other notable performers included Weiye Co. (300621) with a closing price of 9.02, up 2.85%, and Hainan Development (002163) at 9.25, up 2.32% [1] Capital Flow - The decoration and renovation sector experienced a net outflow of 2.1656 million yuan from institutional investors, while retail investors saw a net inflow of 10.5 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors increased their positions [2] Individual Stock Capital Flow - Zhongtian Jingzhuang (002989) had a significant net outflow of 44.7235 million yuan from institutional investors, indicating a bearish sentiment [3] - Hainan Development (002163) saw a net inflow of 847.92 thousand yuan from institutional investors, suggesting some positive interest [3] - The capital flow data highlights the divergence in investor sentiment across different stocks within the sector [3]

Market Overview - The decoration and renovation sector experienced a decline of 1.49% on September 3, with Haosai leading the drop [1] - The Shanghai Composite Index closed at 3813.56, down 1.16%, while the Shenzhen Component Index closed at 12472.0, down 0.65% [1] Stock Performance - Notable stock movements included: - *ST Baoying (002047): Closed at 2.56, up 4.07% with a trading volume of 456,700 shares and a turnover of 117 million yuan [1] - Haosai (002963): Closed at 12.53, down 8.07% with a trading volume of 157,000 shares and a turnover of 204 million yuan [2] - Zhengzhong Design (002811): Closed at 11.50, down 3.77% with a trading volume of 115,000 shares and a turnover of 134 million yuan [2] Capital Flow - The decoration and renovation sector saw a net outflow of 62.54 million yuan from institutional investors, while retail investors had a net inflow of 65.04 million yuan [2][3] - The capital flow for specific stocks included: - *ST Baoying: Net inflow of 16.54 million yuan from institutional investors [3] - ST Ruihe (002620): Net inflow of 11.32 million yuan from institutional investors [3] - Gold Mantis (002081): Net inflow of 5.03 million yuan from institutional investors [3]

Market Performance - The decoration and renovation sector increased by 1.25% on September 1, with Quan Zhu Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3875.53, up 0.46%, while the Shenzhen Component Index closed at 12828.95, up 1.05% [1] Stock Performance - Key stocks in the decoration sector showed significant gains, with Quan Zhu Co., Ltd. rising by 6.20% to a closing price of 2.74 [1] - Other notable performers included Zhongtian Jingzhuang, which increased by 5.36% to 35.00, and ST Ruihe, which rose by 5.03% to 5.85 [1] Capital Flow - The decoration sector saw a net inflow of 31.07 million yuan from institutional investors, while retail investors contributed a net inflow of 60.28 million yuan [2] - However, there was a net outflow of 91.35 million yuan from speculative funds [2] Individual Stock Capital Flow - Zhongtian Jingzhuang had a net inflow of 52.03 million yuan from institutional investors, while it experienced a net outflow of 48.39 million yuan from speculative funds [2] - Quan Zhu Co., Ltd. saw a net inflow of 34.87 million yuan from institutional investors, but a net outflow of 16.05 million yuan from speculative funds [2]

Core Insights - Zhengzhong Design (002811) reported a total revenue of 632 million yuan for the first half of 2025, representing a year-on-year increase of 22.56% [1] - The net profit attributable to shareholders reached 94.13 million yuan, up 45.9% year-on-year [1] - The company's gross margin improved by 6.51% to 36.04%, while the net margin increased by 19.05% to 14.88% [1] Financial Performance - Total revenue for Q2 2025 was 363 million yuan, a 25.03% increase year-on-year [1] - Q2 net profit attributable to shareholders was 69.64 million yuan, showing a significant rise of 195.95% year-on-year [1] - The company's operating cash flow per share increased by 115.61% to 0.27 yuan [1] Cost and Efficiency - Total selling, administrative, and financial expenses amounted to 92.92 million yuan, accounting for 14.69% of revenue, a decrease of 15.97% year-on-year [1] - The company’s net asset per share rose by 27.36% to 4.67 yuan [1] Balance Sheet Changes - Cash and cash equivalents decreased by 24.59% due to the maturity of convertible bonds [11] - Accounts receivable decreased by 11.09% to 395 million yuan [1] - Interest-bearing debt significantly reduced by 86.52% to 67.23 million yuan [1] Operational Insights - Inventory increased by 47.85% due to new soft decoration projects [2] - The company saw a 134.29% increase in right-of-use assets due to new property leases [4] - Short-term borrowings rose by 72.8% due to increased factoring business settlements [5] Cash Flow Analysis - Net cash flow from operating activities increased by 144.08% due to higher collections from design and soft decoration services [11] - Net cash flow from investing activities rose by 130.51% as the scale of financial investments decreased [11] - Net cash flow from financing activities decreased by 101.98% due to the repayment of convertible bonds [12] Business Model and Market Position - The company's return on invested capital (ROIC) was 7.82%, indicating average capital returns [13] - The business model relies heavily on research and development, necessitating careful examination of underlying drivers [14] - Analysts expect the company's performance for 2025 to reach 121 million yuan, with an average earnings per share of 0.39 yuan [15]

Meeting Details - The shareholder meeting was held on August 26, 2025, at 14:00, with online voting available throughout the day [2][3] - The meeting took place at the company's conference room located in Shenzhen [4] - The meeting was convened by the company's fifth board of directors and was compliant with relevant laws and regulations [5] Attendance - A total of 236 shareholders attended the meeting, representing 176,976,333 shares, which is 59.0078% of the total voting shares [6] - Among them, 9 shareholders attended in person, representing 176,042,816 shares (58.6966% of total voting shares), while 227 participated via online voting, representing 933,517 shares (0.3113% of total voting shares) [7][8] - 231 minority shareholders attended, representing 1,763,778 shares (0.5881% of total voting shares) [9] Proposal Voting Results - Proposal 1: Change of Company Directors - Approved by 176,869,400 shares (99.9396% of valid votes) [13] - Proposal 2: Change of Registered Capital and Amendments to Articles of Association - Approved by 176,871,300 shares (99.9407% of valid votes) [16] - Proposal 3: Amendments to Internal Governance System - Approved by 176,870,600 shares (99.9403% of valid votes) [19] - Proposal 4: Amendments to Board Meeting Rules - Approved by 176,872,000 shares (99.9410% of valid votes) [22] - Proposal 5: Management Measures for Related Transactions - Approved by 176,871,300 shares (99.9407% of valid votes) [24] - Proposal 6: Management Measures for External Investments - Approved by 176,868,100 shares (99.9388% of valid votes) [27] - Proposal 7: Work Rules for Independent Directors - Approved by 176,866,700 shares (99.9381% of valid votes) [30] - Proposal 8: Fund Management System - Approved by 176,862,400 shares (99.9356% of valid votes) [33] Legal Opinion - The legal opinion provided by Beijing Zhonglun (Shenzhen) Law Firm confirmed that the meeting was convened and conducted in accordance with the Company Law and relevant regulations, and the voting results were valid [36]