Core Viewpoint - Zhengzhong Design (SZ 002811, closing price: 11.63 yuan) announced on the evening of August 8 that its fifth session of the thirteenth board meeting was held on August 8, 2025, to review the proposal regarding the change of company directors [2] Group 1 - The board meeting was held in the company's fourth-floor conference room [2] - The agenda included the proposal to change company directors [2]

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]

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].

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]

《深圳市郑中设计股份有限公司章程》 （下称"《公司章程》"） 深圳市郑中设计股份有限公司 第一章 总则 第一条 为规范深圳市郑中设计股份有限公司（下称"公司"）高级管理人员 的产生，优化董事会组成，完善公司治理结构，根据《中华人民共和 国公司法》 与承诺》 《独立董事候选人声明与承诺》 《独立董事候选人履历 表》一并向深圳证券交易所报送，并保证公告内容的真实、准 确、完整； 提名委员会中的独立董事委员应当亲自出席委员会会议，因故不能 亲自出席会议的，应当事先审阅会议材料，形成明确的意见，并书面 委托其他独立董事代为出席。 及其他有关规定，公司特设立董事会提名委员会，并制定本规则。 第二条 董事会提名委员会是董事会按照股东会决议设立的专门工作机构， 主要负责对公司董事和经理人员的人选、选择标准和程序进行选择 并提出建议。 第二章 人员组成 第三章 职责权限 第三条 提名委员会成员由三名董事组成，其中两名为独立董事。 第四条 提名委员会委员由董事长、二分之一以上独立董事或者全体董事的 三分之一以上提名，并由董事会选举产生。 第五条 提名委员会设主任委员（召集人）一名，由独立董事委员担任，负责 主持委员会工作；主任 ...

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].

Core Points - The company establishes a mechanism for evaluating and incentivizing its directors and senior management to enhance corporate governance [1] - The Compensation and Assessment Committee is responsible for formulating compensation policies and assessment standards for directors and senior management [2][10] - The committee consists of three directors, with at least two being independent directors, and is chaired by an independent director [6][8] Group 1: Committee Structure and Responsibilities - The Compensation and Assessment Committee is a specialized body set up by the board of directors to develop compensation policies and assessment work for directors and senior management [2] - The committee is responsible for proposing compensation plans for directors and senior management, which must be approved by the board and then submitted to the shareholders' meeting for approval [12] - The committee must consider national laws, industry characteristics, regional economic conditions, and the company's operational status when formulating compensation policies [13] Group 2: Meeting Procedures and Decision-Making - The committee meetings are chaired by the chairperson, and independent directors must attend in person or provide written opinions if unable to attend [4][19] - A quorum for meetings requires the presence of more than half of the committee members, and decisions must be approved by a majority [20] - Meeting records and minutes are confidential documents, and all attendees are bound by confidentiality obligations [28][29]

Core Points - The article outlines the governance structure and decision-making processes of Shenzhen Zhengzhong Design Co., Ltd. [1][2] - The board of directors is established as the business execution and decision-making body of the company, responsible for major operational decisions within the scope authorized by the company's articles of association and shareholders' meetings [1][2] Board Composition and Committees - The board consists of seven directors, with external directors making up more than half, and at least one-third being independent directors [2] - The board has specialized committees including the Strategy Committee, Audit Committee, Compensation and Assessment Committee, and Nomination Committee, all composed of directors [2][5] Board Responsibilities - The board is responsible for ensuring compliance with laws and regulations, treating all shareholders fairly, and considering the interests of other stakeholders [3][4] - Specific powers of the board include convening shareholder meetings, executing resolutions, determining operational plans, and making significant investment decisions [3][4] Chairman's Authority - The chairman of the board is elected by a majority of the directors and has various responsibilities, including managing internal structures and appointing senior management [4][5] Meeting Procedures - The board must hold at least two regular meetings annually, with specific notification requirements for both regular and temporary meetings [6][7] - Decisions require a majority vote from attending directors, and specific procedures are in place for proposing and discussing agenda items [8][9] Documentation and Record-Keeping - Meeting records must be maintained, including attendance, proposals discussed, and voting results, with a retention period of no less than ten years [12][14] - The board secretary is responsible for ensuring compliance with documentation and communication requirements [12][14]