Group 1 - The company establishes a nomination committee to optimize the board composition and improve corporate governance [1][5] - The nomination committee consists of three directors, with two being independent directors [1][5] - The committee is responsible for proposing candidates for directors and senior management, as well as reviewing their qualifications [1][5][6] Group 2 - The nomination committee must submit its proposals to the board, which must document any reasons for not adopting the committee's recommendations [1][5] - The committee is required to conduct thorough research on the needs for new directors and senior management before making recommendations [1][5] - Meetings of the nomination committee must be attended by a majority of its members to be valid, and decisions require a majority vote [5][6]

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 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]

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]

深圳市郑中设计股份有限公司 第一章 总则 第十条 审计委员会审核公司的财务会计报告，对财务会计报告的真实性、 准确性和完整性提出意见，重点关注公司财务会计报告的重大会计 和审计问题，特别关注是否存在与财务会计报告相关的欺诈、舞弊 行为及重大错报的可能性，监督财务会计报告问题的整改情况。 审计委员会向董事会提出聘请或更换外部审计机构的建议，审核外 部审计机构的审计费用及聘用条款，不应受公司主要股东、实际控 制人或者董事、高级管理人员的不当影响。 第二章 人员组成 验。 第三章 职责权限 (一) 披露财务会计报告及定期报告中的财务信息、内部控制评价 报告； 第一条 为强化深圳市郑中设计股份有限公司（下称"公司"）董事会决策功 能，充分发挥审计委员会对上市公司财务信息、内部控制、内外部审 计等工作的监督作用，健全上市公司内部监督机制，做到事前审计、 专业审计，确保董事会对经理层的有效监督，完善公司治理结构，根 据《中华人民共和国公司法》《深圳市郑中设计股份有限公司章程》 （下称"《公司章程》"）及其他有关规定，公司特设立董事会审计委 员会，并制定本规则。 第二条 董事会审计委员会是董事会按照股东会决议设立的专门工作 ...

第四条 公司董事、高级管理人员和公司各部门、公司分公司、控股子公司都 应做好内幕信息的保密工作。 第五条 公司董事、高级管理人员及内幕信息知情人不得泄露内幕信息，不得 进行内幕交易或配合他人操纵证券交易价格。 第二章 内幕信息及其范围 深圳市郑中设计股份有限公司 第一章 总 则 第一条 为了进一步规范深圳市郑中设计股份有限公司（以下简称"公司"） 内幕信息管理行为，加强内幕信息保密工作，维护公司信息披露的公开、公平、 公正原则，根据《中华人民共和国公司法》、《中华人民共和国证券法》、《上 市公司信息披露管理办法》、《深圳证券交易所股票上市规则》等有关法律法规 及公司章程等有关规定，特制定本制度。 第二条 内幕信息的管理工作由董事会负责，董事会秘书组织实施。公司证券 部是公司信息披露管理、投资者关系管理、内幕信息登记备案的日常办事机构， 并负责公司内幕信息的监管工作。 第三条 未经董事会批准同意，公司任何部门和个人不得向外界泄露、报道、 传送有关公司内幕信息及信息披露的内容。对外报道、传送的文件、音像及光盘 等涉及内幕信息及信息披露内容的资料，须经董事会同意后，方可对外报道、传 送。 第十三条 涉及并购重组、发 ...

Group 1 - The company has established a Strategic Committee to enhance its core competitiveness and improve decision-making processes for major investments and long-term development strategies [3][4] - The Strategic Committee consists of three directors, with the chairman of the board serving as the convener [3][4] - The committee is responsible for researching and proposing suggestions on the company's long-term development strategies and significant investment decisions [3][4][9] Group 2 - The Strategic Committee meetings are held as needed, with a requirement for a majority of members to be present for decisions to be valid [5][18] - Meeting records must be maintained for at least ten years, and members are required to sign the records [6][16] - The committee's resolutions and proposals are submitted to the board of directors for review and decision [4][24]

Core Viewpoint - The article outlines the investment management measures of Shenzhen Zhengzhong Design Co., Ltd., aiming to enhance corporate governance, streamline investment decision-making processes, and ensure compliance with relevant laws and regulations [3][4]. Group 1: Investment Definition and Categories - Investment refers to the use of company funds for both main business-related and non-main business-related investments [3]. - Main business-related investments include technological upgrades, new facility construction, and acquisition of intangible assets [3]. - Non-main business-related investments encompass equity investments, securities investments, venture capital, and other forms as defined by laws and regulations [3][4]. Group 2: Approval Procedures - Investment projects requiring government approval must follow necessary procedures to ensure compliance with national macroeconomic policies [5]. - Investment project initiation is subject to approval by the shareholders' meeting, board of directors, and general manager based on their respective authorities [6]. - Specific thresholds for investment projects that require shareholder approval include asset totals exceeding 50% of the latest audited total assets or net assets exceeding 50% of the latest audited net assets, among others [7][8]. Group 3: Decision-Making Authority - The board of directors has the authority to approve investments involving asset totals exceeding 10% of the latest audited total assets [5][6]. - The general manager can decide on investments where the asset total is below 10% of the latest audited total assets or does not exceed 1,000 million [7][8]. - For related party transactions, specific monetary thresholds apply, requiring independent director review before board approval [5][6]. Group 4: Implementation and Oversight - After approval, the general manager is responsible for implementing the investment project [10]. - The board of directors must regularly monitor the progress and effectiveness of major investment projects [10]. - The audit committee and independent directors have the authority to supervise the company's investment activities [10].

Group 1 - The company establishes a system for information disclosure to regulate its operations and protect shareholders' rights, in accordance with relevant laws and regulations [2][21][32] - Information that may significantly impact the company's stock price must be disclosed in a timely manner, typically within two trading days [2][4] - The company must ensure that all shareholders receive information equally and that disclosures are truthful, accurate, complete, and timely [5][6][21] Group 2 - The company is responsible for disclosing various types of reports, including prospectuses, periodic reports, and temporary reports, which must contain significant information affecting investment decisions [13][20][22] - Annual reports must be audited and disclosed within four months after the fiscal year-end, while interim and quarterly reports have specific deadlines as well [20][22][29] - The company must disclose any major transactions that meet certain thresholds, such as asset transactions exceeding 10% of total assets [28][29] Group 3 - The company must maintain confidentiality regarding sensitive business information and can defer disclosure if it poses a risk of unfair competition or harm to interests [11][12][19] - In cases where previously undisclosed information becomes public or if there are rumors, the company must disclose the relevant information promptly [7][18] - The board of directors and senior management are responsible for ensuring the accuracy and completeness of disclosed information [10][23][24] Group 4 - The company must have a designated board secretary to oversee information disclosure and ensure compliance with regulations [20][22][24] - All departments and subsidiaries are required to report significant information to the board secretary to facilitate timely disclosures [46][53] - The company must implement internal controls for financial management and ensure that all disclosures are accurate and compliant with regulations [50][51]