证券代码：603017 证券简称：中衡设计 公告编号：2025-027 中衡设计集团股份有限公司 第五届监事会第十一次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 中衡设计集团股份有限公司（以下简称"公司"）第五届监事会第十一次会议于 符合《中华人民共和国公司法》等法律、行政法规、规范性文件和《中衡设计集团股 份有限公司章程》的有关规定。 公司监事会主席廖晨先生因个人退休原因，申请辞去公司监事、监事会主席职 务，根据《公司法》《公司章程》等相关规定，监事会同意提名徐田田女士（简历附 后）为公司第五届监事会非职工代表监事候选人，任期自股东大会审议通过之日起至 第五届监事会任期届满之日止。 本议案还需提交公司股东大会审议。 表决结果：3 票同意；0 票反对；0 票弃权。 特此公告。 中衡设计集团股份有限公司监事会 附件：徐田田女士简历 徐田田，1981 年出生，中共党员，毕业于苏州大学劳动与社会保障专业， 管理学学士，具备国家薪税师、二级人力资源管理师、企业文化师职业资格。 历任江苏欧索软件有限公司员工部经理 ...

Group 1 - The rules aim to standardize the behavior of China Communications Design Consulting Group Co., Ltd. and enhance the role of independent directors in corporate governance [1] - Independent directors must not hold any other positions in the company and should have no direct or indirect interests that could affect their independent judgment [1][2] - At least one-third of the board members must be independent directors, including at least one accounting professional [2] Group 2 - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must fulfill their responsibilities according to relevant laws and regulations [2] - Independent directors must undergo an annual self-assessment of their independence and submit the results to the board [3] - Candidates for independent directors must meet specific legal and regulatory requirements, including having no significant business relationships with the company [4][5] Group 3 - Independent directors are required to participate in board decisions and provide professional advice to enhance decision-making quality [7][8] - They have special rights, including the ability to independently hire intermediaries for audits or consultations [8] - Independent directors must attend board meetings in person or delegate another independent director if unable to attend [9] Group 4 - The company must provide necessary working conditions and support for independent directors to fulfill their duties [33] - Independent directors should receive equal access to information as other board members and be kept informed about the company's operations [34] - The company is responsible for covering the costs incurred by independent directors when hiring intermediaries [37] Group 5 - Independent directors' remuneration should be commensurate with their responsibilities and approved by the board and shareholders [39] - The rules will take effect upon approval by the shareholders' meeting, and any amendments must also be approved [41][42]

Core Viewpoint - The company has announced the additional repurchase terms for its convertible bonds, allowing bondholders to sell back their bonds under specific conditions, particularly if there are significant changes in the use of raised funds [2][6]. Summary by Sections Repurchase Overview - The company held a bondholders meeting on May 15, 2025, to discuss the repurchase of "Huayang Convertible Bonds" [2]. - The repurchase right is triggered if there are significant changes in the implementation of the investment projects compared to the commitments made in the prospectus [2]. Repurchase Price - The repurchase price is set at 101.644 CNY per bond, which includes interest and tax [5]. - The interest calculation for the bonds is based on a formula that considers the principal amount, interest rate, and the number of days [3]. - The applicable interest rate for the current period is 2.00%, and the interest for the repurchase period is calculated to be 1.644 CNY per bond [4][5]. Other Details - Bondholders can choose to sell back all or part of their bonds, and the repurchase is not mandatory [6]. - The repurchase period is from May 26 to May 30, 2025, during which bondholders must submit their repurchase requests [8]. - The company will publish announcements regarding the repurchase in designated media outlets [7]. Repurchase Process and Payment - The company will process repurchase payments through the China Securities Depository and Clearing Corporation [8]. - The funds will be credited to investors' accounts by June 9, 2025, following the repurchase [8]. Trading and Conversion During Repurchase Period - The "Huayang Convertible Bonds" will continue to be traded during the repurchase period, but conversion to shares will be suspended [9].

Summary of the Conference Call for China Communications Design (中交设计) Company Overview - **Company**: China Communications Design (中交设计) - **Industry**: Engineering and Design Services Key Financial Performance - **2024 Revenue**: Decreased due to the divestment of engineering contracting business, but net profit attributable to shareholders reached 1.751 billion yuan, with a weighted average return on equity of 13% [2][4] - **2024 Gross Margin**: Improved to 29.3%, an increase of 2.2 percentage points year-on-year [4] - **Debt Ratio**: Reduced to 50%, indicating an optimized financial structure [2][4] - **Q1 2025 Performance**: New contracts signed amounted to 5.35 billion yuan, a 7% year-on-year increase; revenue was 1.67 billion yuan, with a net profit of 100 million yuan [5] Business Strategy and Future Growth - **Focus Areas**: - Upgrading core business in smart transportation and digital engineering management [6] - Enhancing high-end consulting services [6] - Expanding into emerging sectors like low-altitude economy and new energy infrastructure [6] - Increasing overseas business, targeting a growth in overseas revenue to 40%-50% [3][17] - **Integration of AI**: AI technology has been deeply integrated into operations, significantly enhancing productivity in design tasks [16] Market Dynamics and Industry Trends - **Order Growth**: Anticipated order growth of 3% in 2024 and 7% in 2025, supported by national market layout and central enterprise system regulation [2][11] - **Low-altitude Economy**: The sector has cooled in 2025 due to the need for improved safety management and market demand not yet reaching scale [12][14] - **Impact of National Policies**: The introduction of a 2 trillion yuan debt relief policy is expected to improve the financial situation of the industry, although its effects on the design sector are still to be observed [18] Competitive Landscape - **Internal Competition**: Minimal internal competition within the group, as the design institutes cover all relevant business areas [8] - **Order Acquisition**: Orders are primarily obtained through partnerships with engineering bureaus in a joint bidding model [9] Challenges and Considerations - **Integration of External Design Companies**: Difficulty in integrating external design companies into the group due to their high proportion of contracting business [10] - **Financial Pressure on Local Governments**: Ongoing financial strain on local governments may slow down the recovery of large projects and infrastructure investments [18] Outlook - **2025 Goals**: Aim for stable profits with a target of 3% profit growth, while maintaining a minimum dividend payout ratio of 30% to protect shareholder interests [20] - **New Five-Year Plan**: Anticipated increase in order volume due to the transition from the 14th to the 15th Five-Year Plan [19]

Core Viewpoint - The company has recently received multiple bid notifications for various projects, indicating a strong position in the market and potential revenue growth opportunities [1] Project Summaries - The company won the bid for the Anhui Jiaokong Group's 2025 Annual Service Area Comprehensive Renovation and Upgrade Project (EPC) with a bid amount of approximately 133 million yuan [1] - The company secured the feasibility study and preliminary design for the G36 Ningluo Expressway expansion project with a bid amount of 45.3 million yuan [1] - The company was awarded the feasibility study, preliminary design, and design consulting for the Ring Jiuhua Mountain Expressway Project (first section) with a bid amount of 32.8 million yuan [1] - The company won the bid for the survey design and design consulting for the Jiuhua River Navigation Channel Improvement Project (first section) with a bid amount of 32.68 million yuan [1] - The company received the bid for the G85 Yinkun Expressway and G93 Chengyu Ring Expressway expansion project with a bid amount of 31.0652 million yuan [1] - The company was awarded the center laboratory project for the S40 Ningguo to Zongyang Expressway with a bid amount of 18.4283 million yuan [1] - The company secured the design for the G345 Jiangdianzi to Xisanthipu section with a bid amount of 16.6 million yuan [1] - The company won the construction supervision for the G3 Jing-Tai Expressway expansion project with a bid amount of 14.8028 million yuan [1] - The company received the bid for the survey design and design consulting for the Qiu Pu River connecting the Yangtze River first-class navigation channel project (first section) with a bid amount of 26.98 million yuan, of which the company's share is 14.0296 million yuan [1] - The company was awarded the construction supervision for the S40 Ningguo to Zongyang Expressway with a bid amount of 13.8622 million yuan [1] - The company secured the construction supervision for the first phase of the S24 Hangzhou to Hefei Expressway with a bid amount of 12.5020 million yuan [1] - The company won the quality inspection service for the center laboratory of the S24 Hangzhou to Hefei Expressway with a bid amount of 12.3260 million yuan [1] - The company received the center laboratory project for the Dongzhi to Poyang Expressway with a bid amount of 12.0901 million yuan [1] - The company was awarded the construction supervision for the Dongzhi to Poyang Expressway with a bid amount of 11.6398 million yuan [1] - The company secured the preliminary consulting service for the Huan Shan County General Airport with a bid amount of 3.7556 million yuan [1]

Group 1: Company Strategy and Operations - The company acquired Guangxi Hualan Hydropower Engineering Design Co., Ltd. in 2023, focusing on water conservancy-related construction design and consulting services. Future mergers and acquisitions will be conducted steadily in line with the company's strategic planning [3]. - The company is emphasizing traditional business areas such as urban renewal and building repair, while also focusing on livelihood projects, including affordable housing and water infrastructure [3]. - In 2024, the company established a joint venture with Keshun Waterproof Technology Co., Ltd. to form the Hualan-Keshun Building Repair Division, targeting old community renovations and area updates [3]. Group 2: Financial Performance and Growth - The company’s contract energy management business saw significant growth in 2024, with a total contract signing amount of CNY 21.9451 million, a year-on-year increase of 166% [3]. - The company’s subsidiary, Guangdong Hualan Energy Development Co., Ltd., has connected projects totaling 97.97 MW to the grid, a substantial increase compared to the previous year [4]. - New signed distributed photovoltaic projects reached 90 MW, with cumulative electricity revenue of approximately CNY 34.86 million in 2024 [4]. Group 3: International Expansion - The company is actively expanding its presence in Southeast Asia under the "Belt and Road" initiative, focusing on infrastructure construction and industrial park development in countries like Cambodia and Laos [3]. - The company has engaged in several international projects, including the KSP Sugar Factory in Thailand and the BELES-1 Sugar Factory in Ethiopia, establishing a comprehensive project construction chain [3]. - An international business division was established in Cambodia in 2025 to enhance localized operations and improve service capabilities in overseas markets [4]. Group 4: Renewable Energy Initiatives - The financing cost for photovoltaic projects is relatively low, and the company has developed comprehensive capabilities in investment, design consulting, and engineering contracting for renewable energy projects [4]. - In 2024, the subsidiary Hualan Design (Group) Co., Ltd. undertook 50 renewable energy design projects, with a total contract amount of approximately CNY 25.59 million, reflecting a year-on-year increase of 145% [4].

证券代码：002949 证券简称：华阳国际 公告编号：2025-041 债券代码：128125 债券简称：华阳转债 深圳市华阳国际工程设计股份有限公司 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 深圳市华阳国际工程设计股份有限公司（以下简称"公司"）于 2025 年 4 月 于注销 2021 年股票期权激励计划部分股票期权的议案》，同意公司注销首次授予 股票期权激励对象持有的第四个行权期和预留授予股票期权激励对象持有的第 三个行权期已获授但不具备行权条件的股票期权及离职激励对象已获授但尚未 行权的股票期权，共影响激励对象 75 人，注销股票期权数量合计 1,402,000 份。 具 体 内 容 详 见 2025 年 4 月 25 日 披 露 在 《 证 券 时 报 》 及 巨 潮 资 讯 网 （http://www.cninfo.com.cn）上的《关于注销 2021 年股票期权激励计划部分 股票期权的公告》（公告编号：2025-026）。 经中国证券登记结算有限责任公司深圳分公司审核确认，公司于 2025 年 5 月 23 日，已完成上述股票期权的注销事 ...

Group 1 - The company's profit distribution plan for the fiscal year 2024 was approved at the shareholders' meeting held on May 16, 2025, with the announcement published on May 17, 2025 [1] - The profit distribution plan involves a cash dividend of 3.5 RMB per 10 shares (before tax) to all shareholders, with specific tax treatments for different types of shareholders [1][2] - The total share capital of the company as of the dividend application date (May 20, 2025) is 196,042,743 shares, and adjustments will be made if there are changes in share capital before the distribution [1] Group 2 - The record date for the profit distribution is set for May 28, 2025, and the ex-dividend date is May 29, 2025 [2] - The distribution will be directly credited to the shareholders' accounts through their custodial securities companies on the ex-dividend date [2] - The conversion price of the company's convertible bonds will be adjusted from 18.39 RMB per share to 18.04 RMB per share, effective May 29, 2025 [2]

Group 1 - The company has received approval from the China Securities Regulatory Commission for the public issuance of convertible bonds, with a total issuance amount of RMB 450 million and a net fundraising amount of RMB 441.07 million after deducting issuance costs [1] - The convertible bonds, named "Huayang Convertible Bonds," have been trading on the Shenzhen Stock Exchange since August 21, 2020, and are currently in the conversion period [1] - At the annual general meeting held in May 2025, the company approved the proposal to terminate certain fundraising projects and permanently supplement the remaining funds into working capital [2] Group 2 - According to the regulations, the convertible bonds will suspend conversion during the buyback application period, starting from May 26, 2025, for five trading days until May 30, 2025 [3] - Trading of the convertible bonds will continue normally during the suspension period, and conversion will resume on June 3, 2025, the day after the buyback application period ends [3]

Core Points - The company reported a significant decline in revenue and net profit for the year 2024, with revenue decreasing by 17.28% to approximately 4.43 billion yuan and net profit dropping by 45.05% to approximately 392 million yuan [1][24][25] - The company failed to meet its budget targets for both revenue and net profit, with actual revenue falling short by 13.93 percentage points and net profit by 42.03 percentage points compared to the budgeted figures [1][25] - The company aims to achieve a revenue of at least 4.68 billion yuan and a net profit of at least 400 million yuan in 2025, indicating a focus on recovery and growth [26] Financial Performance - The company's operating income for 2024 was approximately 4.43 billion yuan, down from approximately 5.35 billion yuan in 2023, marking a 17.28% decrease [24] - The net profit for 2024 was approximately 392 million yuan, a decrease of 45.05% compared to the previous year [24] - The cash flow from operating activities was approximately 307 million yuan, which is a 38.60% decline from the previous year [24] Budget Execution - The budgeted revenue for 2024 was set at 5.145 billion yuan, but the actual revenue fell short by 13.93 percentage points [1][25] - The target for net profit was set at no less than 660 million yuan, but the actual net profit was 392 million yuan, resulting in a shortfall of 42.03 percentage points [1][25] - The target for cash flow from operating activities was set at no less than 400 million yuan, but the actual cash flow was 307 million yuan, missing the target by 23.34 percentage points [2][25] Board Responsibilities - The board held multiple meetings throughout the year to discuss various proposals, including employee stock ownership plans and financial reports [2][3][4] - The board approved significant actions such as the establishment of a technology fund and the management of cash flow from idle funds [2][3][4] - The board emphasized the importance of compliance and strategic planning to navigate the challenging market environment [9][10] Strategic Direction - The company is focusing on high-quality transformation and aims to become a comprehensive technology integrator, moving beyond traditional engineering design [10][26] - The strategic plan includes enhancing operational efficiency and expanding into new markets, particularly in Southeast Asia and Central Asia [12][26] - The company is also investing in digital transformation and innovation to improve its service offerings and operational capabilities [10][12]