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]

Core Viewpoint - The company has adjusted its 2025 Restricted Stock Incentive Plan, including changes to the list of incentive targets, the number of shares granted, and the grant price, following the authorization from the 2024 annual general meeting [1][5]. Summary by Sections Approval Process - The incentive plan was approved and submitted for board review, including various related proposals [1][2]. Reasons for Adjustment and Results - Two out of 54 incentive targets voluntarily waived a total of 70,000 shares, leading to adjustments in the number of targets and shares granted. The number of incentive targets has been modified accordingly [2][5]. - The 2024 annual equity distribution was completed on May 26, 2025, with a cash dividend of 3.50 yuan per 10 shares, totaling 63 million yuan [2]. Grant Price Adjustment - The grant price for the restricted stock was adjusted from 8.27 yuan to 7.92 yuan per share after accounting for the cash dividend [4]. Impact on the Company - The adjustments comply with relevant laws and regulations, ensuring no harm to the company or its shareholders, and will not materially affect the company's financial status or operating results [5]. Supervisory Board Opinion - The supervisory board confirmed that the adjustments align with legal regulations and do not harm shareholder interests, thus approving the changes [5]. Compensation and Assessment Committee Opinion - The compensation and assessment committee also found the adjustments compliant with regulations and beneficial to shareholders, thus agreeing to the changes [5]. Legal Opinion - The legal counsel confirmed that the adjustments have received necessary approvals and comply with relevant regulations [5].

Core Viewpoint - The company has approved a cash dividend distribution plan, where it will distribute a cash dividend of 2.00 RMB (including tax) for every 10 shares held, with an expected total cash dividend of approximately 59.98 million RMB [1][2]. Summary by Sections Dividend Distribution Plan - The company will distribute a cash dividend of 2.00 RMB (including tax) for every 10 shares held, based on a total share capital of 307,970,005 shares, excluding 8,049,798 shares that have been repurchased [2][3]. - The total expected cash dividend distribution amounts to 59,984,041.40 RMB [2][3]. Ex-Dividend Date and Record Date - The record date for the dividend distribution is set for May 26, 2025, and the ex-dividend date is May 27, 2025 [3]. Dividend Payment Method - The cash dividends will be directly credited to the shareholders' accounts through their respective securities companies or other custodial institutions on the ex-dividend date [3]. Taxation on Dividends - The company will not withhold individual income tax on dividends for shareholders holding shares before the initial public offering (IPO). Tax will be calculated based on the holding period when shares are sold [2][3].

Group 1 - The stock of Zhengzhong Design has hit the daily limit up for three consecutive trading days, with a current price of 12.36 yuan and a turnover rate of 11.87% as of 9:49 AM [2] - During the consecutive limit-up period, the stock has increased by 33.05%, with a cumulative turnover rate of 31.60% [2] - The latest total market capitalization of the A-shares reached 3.807 billion yuan, while the circulating market capitalization is 3.499 billion yuan [2] Group 2 - The company's Q1 report shows total revenue of 270 million yuan, representing a year-on-year growth of 19.38%, while net profit decreased by 40.25% to 24 million yuan [2] - The stock has appeared on the Dragon and Tiger list due to a cumulative price deviation of 20% over three trading days, with institutional net selling of 16.5792 million yuan and a total net buying of 35.5659 million yuan from brokerage seats [2] - Recent trading data indicates significant fluctuations in daily price changes and net inflows of main funds, with the highest daily increase recorded at 10.01% on May 15, 2025 [2]

Financial Performance - The company's basic earnings per share (EPS) for Q1 2025 remained unchanged at 0.0200 CNY compared to Q1 2024, but decreased from 0.0900 CNY in Q1 2023 [1] - The net profit for Q1 2025 was 0.04 billion CNY, reflecting a 33.33% increase from 0.03 billion CNY in Q1 2024, but a decrease from 0.16 billion CNY in Q1 2023 [1] - The return on equity (ROE) improved to 0.22% in Q1 2025 from 0.20% in Q1 2024, but decreased significantly from 0.88% in Q1 2023 [1] - The total revenue for Q1 2025 was 1.09 billion CNY, a slight decrease of 1.8% from 1.11 billion CNY in Q1 2024, and a marginal increase from 1.06 billion CNY in Q1 2023 [1] Shareholder Structure - The top ten unrestricted shareholders collectively hold 789.63 million shares, accounting for 17.03% of the circulating shares, with an increase of 157.91 million shares compared to the previous period [1] - Notable shareholders include Liu Fang with 135.00 million shares (2.91%), Morgan Stanley & Co. International PLC with 121.56 million shares (2.62%, increased by 77.29 million shares), and several new entrants among the top shareholders [2] - Previous top shareholders such as Wang Zheng, Nomura Securities, and others have exited the top ten list [2][3] Dividend Policy - The company has announced that it will not distribute dividends or bonus shares this time [4]

郑中设计（002811）公告，2024年营业收入11.87亿元，同比增长8.49%。归属于上市公司股东的净利润 9542.19万元，同比增长296.90%。公司经本次董事会审议通过的利润分配预案为：以未来实施权益分派 股权登记日登记的总股本扣除回购专用证券账户股份数量后的股份总额为基数，向全体股东每10股派发 现金红利2元(含税)，送红股0股(含税)，不以公积金转增股本。 ...