ZHONG LUN 中倫律師事務所 特殊的普通合伙 Limited Liability Partnership 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 年第一次临时股东大会的 法律意见书 二〇二五年八月 北京 · 上海 · 深圳 · 广州 · 武汉 · 成都 · 重庆 · 青岛 · 杭州 · 南京 · 港口 · 东京 · 香港 · 伦敦 · 纽约 · 洛杉矶 · 日金山 · 阿拉木图 Beijing • Shanghiai • Sheezher • Guangziou • Wahm • Chengdu • Clingklau • Nanjing • Hakou • Tokyo • Hongzhou • Nanjing • Hong • London • New Yok • Los Angeles • San Fransis 广东省深圳市福田区益田路 5 57/58/59/F, Tower A, Ping An Finance Centre, 5033 Yitian Road 电话/Tel:+86 755 3325 6666 传直/Fax · +86 755 3320 6 北京市 ...

特别提示： 1、本次股东大会无否决提案的情况； 2、本次股东大会不涉及变更以往股东大会已通过的决议的情况。 一、会议召开和出席情况 1、会议召开情况： （1）会议召开时间 证券代码：002811 证券简称：郑中设计 公告编号：2025-061 深圳市郑中设计股份有限公司 2025 年第一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。 （1）股东出席的总体情况： 现场会议时间：2025年8月26日（星期二）14:00 网络投票时间为：2025年8月26日 通过深圳证券交易所交易系统投票的具体时间为：2025年8月26日上午 9:15-9:25、9:30-11:30和下午13:00-15:00。 通过深圳证券交易所互联网投票系统投票的具体时间为：2025年8月26日 9:15-15:00期间的任意时间。 （2）现场会议地点：深圳市福田区卓越时代广场四楼公司会议室 （3）会议召开方式：本次股东大会采取现场会议投票与网络投票相结合的 方式。 （4）会议召集人：公司第五届董事会 （5）现场会议主持人：郑忠先生 （6）本次会议的召集、召开符合《中华 ...

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [2] Core Views - The company has shown rapid growth in performance due to business structure optimization and has sufficient cash flow to support dividends [10] - The company reported a revenue of 632 million yuan for the first half of 2025, representing a year-on-year increase of 22.56%, and a net profit of 94 million yuan, up 45.90% year-on-year [10] - The company plans to distribute a cash dividend of 2.5 yuan per 10 shares, with a dividend payout ratio of 79.66% [10] Financial Performance - Revenue projections for 2025-2027 are 1.365 billion yuan, 1.479 billion yuan, and 1.606 billion yuan respectively, with net profits of 121 million yuan, 148 million yuan, and 172 million yuan [10][11] - The company achieved a gross margin of 36.04% in the first half of 2025, an increase of 2.2 percentage points year-on-year [10] - The company’s cash flow from operating activities for the first half of 2025 was 83 million yuan, an increase of 49 million yuan year-on-year [10] Business Segments - The design and soft decoration segments have shown strong growth, with revenues increasing by 29.92% and 43.75% respectively in the first half of 2025 [10] - New orders signed in the first half of 2025 totaled 1.162 billion yuan, a year-on-year increase of 65.9%, with design and soft decoration orders growing by 41.2% and 132.5% respectively [10] - As of June 30, 2025, the total amount of signed but uncompleted orders was 3.561 billion yuan, indicating a solid order reserve [10] Valuation Metrics - The price-to-earnings (PE) ratios for 2025, 2026, and 2027 are projected to be 29.1, 23.7, and 20.4 respectively [10][11] - The return on equity (ROE) is expected to improve from -4.2% in 2023 to 19.5% by 2027 [11]

Group 1 - The decoration and renovation sector saw a rise of 3.04% on August 26, with Jianghe Group leading the gains [1] - The Shanghai Composite Index closed at 3868.38, down 0.39%, while the Shenzhen Component Index closed at 12473.17, up 0.26% [1] - Key stocks in the decoration sector included Jianghe Group, which rose by 7.39% to a closing price of 8.43, and ST Mingjiahui, which increased by 6.49% to 4.10 [1] Group 2 - The decoration sector experienced a net inflow of 137 million yuan from institutional investors, while retail investors saw a net outflow of 59.76 million yuan [2] - Major stocks with significant net inflows included Zhengzhong Design with 107 million yuan and Hainan Development with 29.06 million yuan [3] - Jianghe Group had a net inflow of 14.76 million yuan from institutional investors, indicating strong interest in the stock [3]

Group 1 - The stock price of Yaxiang Integration reached a historical high, increasing by 8.21% to 41.76 yuan, with a trading volume of 3.5768 million shares and a transaction amount of 151 million yuan, resulting in a turnover rate of 1.68% [1][1][1] - The total market capitalization of Yaxiang Integration in A-shares is now 8.91 billion yuan, with a circulating market value of 8 billion yuan [1][1][1] - The construction decoration industry, to which Yaxiang Integration belongs, has an overall decline of 0.54%, with 38 stocks in the industry experiencing price increases, including Yaxiang Integration, which ranks among the top gainers [1][1][1] Group 2 - As of August 20, the number of shareholders for Yaxiang Integration increased to 12,639, up by 1,150 from the previous period, marking a 10.01% increase and indicating a continuous growth in shareholder numbers [1][1][1] - The company's semi-annual report shows that it achieved an operating income of 1.683 billion yuan in the first half of the year, a year-on-year decrease of 40.95%, and a net profit of 161 million yuan, down 32.20% year-on-year, with basic earnings per share of 0.75 yuan and a weighted average return on equity of 8.83% [1][1][1]

Financial Performance - The company's total operating revenue for the first half of 2025 was 632 million yuan, an increase of 116 million yuan compared to the same period last year, representing a year-on-year growth of 22.56% [1] - The net profit attributable to shareholders was 94.13 million yuan, an increase of 29.61 million yuan from the same period last year, achieving a year-on-year increase of 45.90% [1] - The net cash inflow from operating activities was 82.75 million yuan, up by 48.84 million yuan compared to the same period last year, reflecting a year-on-year increase of 144.08% [1] Profitability and Efficiency - The latest asset-liability ratio is 41.45%, a decrease of 5.27 percentage points from the previous quarter and a decrease of 13.23 percentage points from the same period last year [3] - The latest gross profit margin is 36.04%, an increase of 1.32 percentage points from the previous quarter and an increase of 2.20 percentage points from the same period last year, marking two consecutive years of growth [3] - The latest return on equity (ROE) is 6.55%, an increase of 0.82 percentage points from the same period last year [3] - The diluted earnings per share are 0.32 yuan, an increase of 0.08 yuan from the same period last year, achieving a year-on-year increase of 33.33% [3] - The total asset turnover ratio is 0.25 times, an increase of 0.05 times from the same period last year, reflecting a year-on-year increase of 24.40% [3] - The inventory turnover ratio is 3.24 times [3] Shareholder Structure - The number of shareholders is 24,900, with the top ten shareholders holding a total of 189 million shares, accounting for 61.25% of the total share capital [3] - The largest shareholder is Shenzhen Yatai Yizhao Investment Co., Ltd., holding 46.1% of the shares [3]

Core Viewpoint - The company has proposed a profit distribution plan for the first half of 2025, which includes a cash dividend of 2.5 yuan per share, amounting to a total of 74,980,051.75 yuan, representing 79.66% of the net profit attributable to shareholders [1][2][3] Summary by Sections Profit Distribution Plan - The company reported a net profit of 94,130,334.70 yuan for the first half of 2025, with actual distributable profits amounting to 100,003,575.58 yuan [1] - The total share capital is 307,970,005 shares, and the cash dividend will not involve capital reserve transfers or stock dividends, with any undistributed profits carried forward [2] Justification for the Profit Distribution Plan - The plan considers the company's operational status and future business needs, ensuring it aligns with legal and regulatory requirements, and will not adversely affect the company's liquidity [2][3] - The cash dividend amount does not exceed 100% of the current net profit but is over 50% of the available distributable profits [3] Decision-Making Process - The board of directors supports the profit distribution plan, stating it aligns with the company's operational conditions and development stage, balancing shareholder returns with future funding needs [3][4] - The supervisory board also endorses the plan, emphasizing its consideration of the company's profitability and financial health, reflecting a commitment to shareholder returns [3][4]

Group 1 - The company held the ninth meeting of the fifth supervisory board on August 25, 2025, with all three supervisors present, confirming compliance with legal and regulatory requirements [1] - The supervisory board unanimously approved the procedures for the preparation and review of the company's 2025 semi-annual report, affirming that the report accurately reflects the company's actual situation without any false statements or omissions [1][2] - The supervisory board also approved the 2025 semi-annual profit distribution plan, which considers the company's profitability and financial status, aiming to balance immediate and long-term shareholder interests [2]

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on September 12, 2025, at 14:30 [1] - Shareholders can participate through on-site voting or online voting via the Shenzhen Stock Exchange systems on the same date [2][5] - The online voting period is from 9:15 AM to 3:00 PM on September 12, 2025 [1][5] Voting Procedures - Shareholders must choose either on-site or online voting, with the first vote being the valid one in case of duplicates [2] - All shareholders registered by the close of trading on September 8, 2025, are entitled to attend the meeting and vote [2][4] - Proxy voting is allowed, and the proxy does not need to be a shareholder [2][4] Agenda Items - The meeting will review proposals including the establishment of a "Compensation Management System for Directors and Senior Management" [3][9] - The voting results for the proposals will be counted separately for minority investors to protect their rights [4] Registration and Contact Information - Natural person shareholders must present valid identification, while corporate shareholders must provide proof of their legal representative status [4][5] - Registration can also be done via mail or fax for distant shareholders, with a deadline of September 5, 2025 [5] - Contact details for inquiries include phone numbers and email addresses for company representatives [5]

Group 1 - The company Zhengzhong Design has recently obtained one invention patent and three utility model patents, as announced on August 25 [1] - The patents include "Indoor Space Partition Wall for Urban Public Buildings" and "Structure of a Washbasin with a Hidden Storage Box" [1] - As of the announcement, Zhengzhong Design has a market capitalization of 3.5 billion yuan [1]