陕西建工集团股份有限公司 章 程 目 录 第一章 总则 第一条. 为维护公司、股东、职工和债权人的合法权益，规范公司的组织 和行为，根据《中华人民共和国公司法》（以下简称《公司法》）、《中华人民 共和国证券法》（以下简称《证券法》）、《中国共产党章程》（以下简称《章 程》）和其他有关规定，制定本章程。 第二条. 公司系依照《公司法》和其他有关规定成立的股份有限公司（以 下简称"公司"）。 公司经陕西省人民政府（陕政函〔1998〕234 号文）批准，以发起方式设立； 在陕西省工商行政管理局注册登记，取得营业执照，统一社会信用代码为 公司简称：陕建股份 公司英文名称缩写：SCEGC 第五条. 公司住所：西安市高新区成章路 1501 号丝路创智谷 4 号楼 2 层 第六条. 公司注册资本为人民币 3,739,735,286 元。 第七条. 公司为永久存续的股份有限公司。 第三条. 公司于 2000 年 5 月 10 日经中国证券监督管理委员会（以下简称 "中国证监会"）核准，首次向社会公众发行人民币普通股 4800 万股，于 2000 年 6 月 22 日在上海证券交易所上市。 第四条. 公司注册名称：陕西建工集团 ...

Core Viewpoint - The internal audit management measures of Shaanxi Construction Engineering Group Co., Ltd. aim to standardize internal audit procedures, enhance audit quality, and promote high-quality development in accordance with national laws and regulations [1][2]. Group 1: General Principles - Internal audit is defined as an independent, objective evaluation and consulting activity aimed at adding value and improving organizational operations [1]. - The internal audit should adhere to principles such as political leadership, independence, comprehensive coverage, efficiency, integrity, and confidentiality [2]. Group 2: Organizational Structure - The internal audit organization consists of the Party Committee, Board of Directors, Audit Committee, and Audit Department, all operating under the leadership of the Party Committee [3][4]. - Each unit under Shaanxi Construction Engineering Group is required to establish its own internal audit institution or appoint dedicated internal audit personnel if conditions do not permit [4]. Group 3: Responsibilities and Authority - The main responsibilities of internal audit institutions include supervising financial activities, evaluating internal control systems, assessing risk management, and conducting special audits on significant projects [5][6]. - The Audit Department is responsible for drafting overall internal audit plans, managing external audit intermediaries, and guiding the internal audit work of subordinate units [7]. Group 4: Audit Procedures - The internal audit process includes defining audit objects, preparing audit plans, conducting pre-audit investigations, and implementing audit activities [11][12]. - Audit reports must be comprehensive, including findings, evaluations, and actionable recommendations, and should be submitted to the relevant authorities for approval [15][16]. Group 5: Quality Control - Quality control measures are emphasized across all stages of the audit process to ensure accuracy, relevance, and effectiveness of audit findings and recommendations [17][18]. Group 6: Audit Team Development - Internal audit personnel are required to possess strong professional ethics, knowledge, and skills, with ongoing training and development programs to enhance their capabilities [24][25]. - An expert pool for internal audit should be established to support the continuous improvement of audit practices [26][27].

Group 1 - The company will hold its 2024 annual general meeting on June 26, 2025, with the record date for shareholders set for June 19, 2025 [1][4] - A temporary proposal has been added to the agenda, which includes the reappointment of Tianzhi International Accounting Firm as the financial audit and internal control audit institution for the fiscal year 2025 [2][3] - The company plans to amend its Articles of Association and related rules, including the rules for shareholder meetings and board meetings, as well as the independent director work system [3][4] Group 2 - The meeting will take place at the headquarters of Shaanxi Construction Group Co., Ltd. in Xi'an, Shaanxi Province, starting at 10:00 AM [4][5] - Online voting will be available through the Shanghai Stock Exchange's shareholder meeting voting system, with specific voting times outlined [5][6] - Certain related shareholders are required to abstain from voting on specific proposals due to conflicts of interest [6]

Group 1 - The company Zhejiang Construction Investment Group Co., Ltd. issued convertible bonds totaling RMB 1 billion, with a face value of RMB 100 per bond, approved by the board and shareholders [2][3][14] - The bonds will be listed on the Shenzhen Stock Exchange starting January 16, 2024, under the name "Zhejiang Convertible Bonds" [3][15] - The initial conversion price for the bonds is set at RMB 11.01 per share, with provisions for adjustments based on various corporate actions [5][6][7] Group 2 - In 2024, the company reported a revenue of RMB 80.64 billion, a decrease of 12.92% year-on-year, primarily due to a reduction in new contracts and ongoing projects [16] - The net profit attributable to shareholders was RMB 194 million, down 50.57% compared to the previous year, influenced by lower revenue and increased non-operating expenses [16] - The company's total assets as of December 31, 2024, were RMB 120.88 billion, showing a slight decrease of 0.63% from the previous year [16] Group 3 - The company has established a dedicated account for the management of the raised funds, ensuring compliance with regulations and protecting investor interests [17] - As of December 31, 2024, the net amount of raised funds was RMB 99.12 million, with RMB 39.77 million utilized for project investments [17] - The company plans to use any remaining funds for project investments or to adjust project allocations as necessary [17]

Core Viewpoint - The company has signed a strategic cooperation agreement with PIVI for the procurement of construction materials and other new materials, valued at approximately $42 million over a three-year period [1] Group 1 - The total value of the intended procurement is approximately $42 million, equivalent to about 302 million RMB based on an exchange rate of approximately 7.18 [1] - The cooperation agreement is classified as a routine business contract and does not constitute a related party transaction or a major asset restructuring [1] - There is no requirement for board or shareholder approval for this agreement [1]

Core Viewpoint - Shaanxi Construction Group (600248.SH) has secured significant contracts totaling 2.827 billion yuan, enhancing its market position in the chemical and municipal engineering sectors [1][2] Group 1: Project Contracts - The company won two major projects, including the EPC general contracting for the gold elephant Indonesia melamine industrial chain project with a contract value of 2.137 billion yuan and the construction of the new museum in Xianyang with a contract value of 690 million yuan [1] - These projects are expected to inject new momentum into the company's business expansion and operational performance improvement [1] Group 2: Market Expansion - Shaanxi Construction Group has established a business layout across three major markets: domestic, provincial, and overseas, with a balanced development strategy [1] - In 2024, the company achieved a new contract amount of 1.453 billion yuan in the provincial market, representing a year-on-year growth of 25.47% [2] - The overseas market is a key area for the company, which has set up operational institutions in 32 countries and constructed six major overseas operating regions [2] Group 3: Financial Performance - In Q1 2025, the company reported total operating revenue of 23.242 billion yuan, a decrease of 16.30% year-on-year, and a net profit attributable to shareholders of 417 million yuan, down 24.50% year-on-year [2] - Despite short-term performance pressures, the company is enhancing its internal growth momentum through optimized operational strategies and adjusted industrial layouts [2] - The net cash flow from operating activities was -6.592 billion yuan, an increase of 2.123 billion yuan year-on-year, while the net cash flow from financing activities was 2.655 billion yuan, an increase of 750 million yuan year-on-year [2]

Core Viewpoint - The article summarizes significant announcements from various listed companies in the Shanghai and Shenzhen stock markets, providing insights for investors regarding corporate actions and market developments. Group 1: Corporate Actions - Jingjin Equipment's actual controller and chairman has been detained for investigation, but the company's operations remain normal and unaffected [3] - Xinhua Insurance plans to invest up to 15 billion yuan in a private equity fund to enhance long-term investment returns [4][5] - Bee Assistant intends to purchase 30% of its subsidiary, Guangdong Fengdang Technology, for 206 million yuan, increasing its ownership to 100% [7] - Duli Technology plans to acquire 52% of Kunshan Fagerland for approximately 91.47 million yuan, focusing on aluminum alloy casting components [9] - Lao Fengxiang's subsidiary plans to establish a wholly-owned subsidiary in Hong Kong with a registered capital of 200 million USD for overseas investments [16] Group 2: Stock Market Developments - *ST Jingfeng has had its delisting risk warning removed but continues to face other risk warnings, with its stock name changing to "ST Jingfeng" [6] - *ST Gongzhi's stock will be delisted, entering a 15-day trading period before the final delisting date [8] - Filinger's stock will resume trading after completing a verification process due to significant price fluctuations [10] - New North Ocean confirms that its operations are normal despite recent stock price volatility [11][12] - ST Xuefa maintains independence from its controlling shareholder, despite being under the same control [15] Group 3: Financial Updates - Jiuzhi Co. has set an inquiry transfer price of 14.62 yuan per share for a total of 2,330,880 shares [13] - Youzu Network's convertible bonds are expected to trigger redemption conditions based on stock price performance [17] - Xintian Pharmaceutical received a cash dividend of 15 million yuan from its wholly-owned subsidiary, which will increase its standalone net profit for 2025 [18] Group 4: Shareholder Actions - Xiehe Electronics' shareholders plan to reduce their holdings by a total of up to 88,000 shares [19] Group 5: Major Contracts - China Electric Power Construction's subsidiary won a 10.77 billion yuan EPC contract for an offshore wind power project [20]

Core Insights - The article emphasizes the need for a shift in urban development strategies towards urban renewal and the establishment of a new model for real estate development, focusing on high-quality living and efficient governance [1][2][3] Group 1: Urban Renewal and Development Strategy - The city is transitioning from large-scale construction to a dual focus on quality improvement of existing structures and structural adjustments in new developments [2] - There is a strong emphasis on aligning actions with the central government's directives, respecting urban development laws, and meeting the public's expectations for improved living conditions [2][3] - Key tasks include the renovation of old neighborhoods, industrial sites, and inefficient buildings, as well as the comprehensive development of underground spaces [2] Group 2: Real Estate Development Model - The focus is on creating safe, comfortable, green, and smart housing, encouraging real estate companies to prioritize quality, technology, and service [3] - The article advocates for a diversified housing supply system that includes affordable housing, urban village renovations, and infrastructure development [3] - There is a call for the integration of artificial intelligence with construction technology to enhance efficiency and promote a comprehensive smart construction industry [3]

Investment Rating - The report does not explicitly state an investment rating for the industry Core Insights - The impact of the 924 policy is gradually diminishing, leading to a noticeable decline in real estate sales, with a year-on-year decrease of 17.2% in the total transaction area of commercial housing in 30 major cities in the first week of June [3] - The Consumer Price Index (CPI) has shifted from an increase to a decrease, with a month-on-month decline of 0.2% in May, indicating potential continued downward pressure on CPI [6] - Automotive sales remain resilient, with a year-on-year increase of 13% in retail sales of passenger vehicles in May [8] - The funding availability rate has ended its decline and turned to growth, with a slight increase to 59.13% as of June 3 [10] - GDP growth is estimated to remain around 5.2% based on high-frequency data from the first week of June [12] Summary by Sections Real Estate Sector - The 924 policy's effect is waning, resulting in a significant drop in real estate sales, with the total transaction area for commercial housing in major cities falling to 20.6 million square meters in early June, down from 32.3 million square meters [3] - The average daily sales area of second-hand homes in 11 sample cities decreased to 19.0 million square meters, down from 25.6 million square meters [3] Consumer Price Index (CPI) - In May, the CPI decreased by 0.2% month-on-month and 0.1% year-on-year, primarily due to falling energy prices, with gasoline prices dropping by 3.8% [6] - The report anticipates further downward pressure on CPI due to ongoing supply chain issues and weak demand [6] Automotive Industry - Retail sales of passenger vehicles reached 1.93 million units in May, marking a 13% increase year-on-year, while wholesale sales were 2.329 million units, up 14% year-on-year [8] - The penetration rate of new energy vehicles reached 53.5%, with retail sales of new energy vehicles growing by 30% year-on-year [8] Funding Availability - The funding availability rate for construction sites increased to 59.13%, with non-residential projects seeing a rise to 61.01% [10] - The report notes a slight decline in funding for residential projects, which fell to 49.85% [10] Economic Growth - The GDP growth rate is projected to be around 5.2% based on high-frequency data from early June [12]

Core Viewpoint - Hainan Construction Investment Group (Hainan Jian Tou) is accelerating the development of key projects in the context of Hainan Free Trade Port construction, focusing on high-quality standards and innovative management practices to enhance project quality and efficiency [1][2][3]. Group 1: Project Acceleration - The Haoye Logistics Park affordable housing project (Hainan Jian Ya Ju) is the largest affordable housing project in Haikou, with the main structure of its first residential building completed ahead of schedule [2]. - The project has adopted optimized construction organization and a "aluminum formwork + climbing frame" construction technology, aiming to showcase model homes by October and start sales by the end of the year [2]. - The expansion of Qionghai Boao Airport's third phase has seen a 50% increase in steel structure installation efficiency, completing 6,000 tons of steel structure installation within three months [2]. Group 2: Smart Construction and Management Innovation - Hainan Jian Tou emphasizes the core concept of "building good houses," driving project management upgrades through smart construction, resulting in significant improvements in quality control, safety production, and green construction [3]. - The Jin Cheng·Jin Dian Shui An project has implemented a smart construction system and advanced technology, aiming to set a benchmark for affordable housing construction in the province [3]. - All construction projects have maintained a record of zero major safety incidents due to rigorous safety management practices [3]. Group 3: Contribution to Major Livelihood Projects - As a leading state-owned enterprise in the construction sector, Hainan Jian Tou has undertaken significant livelihood projects, including the Hainan Provincial Children's Hospital and the Hainan Provincial People's Hospital, which have received the "Luban Award" [4]. - The company has developed the largest self-renovation project in the province, integrating over 30 innovative processes and exceeding industry standards in construction quality [4]. - Hainan Jian Tou is working on multiple livelihood projects that will provide approximately 8,000 high-quality affordable housing units [4]. Group 4: Corporate Responsibility and Achievements - Hainan Jian Tou has created 74 construction methods and obtained 33 patents in the past three years, receiving numerous awards for quality and safety in construction [4]. - The company contributes to employment stability, supporting over 50,000 jobs annually, and is expected to contribute over 1.2 billion yuan in comprehensive financial resources in 2024 [4][5].