Core Points - The document outlines the rules and regulations governing the board of directors of Shenzhen Guotian Group Co., Ltd, ensuring effective decision-making and compliance with relevant laws and regulations [1][2][3] Group 1: Board Composition and Responsibilities - The board of directors is the decision-making body of the company, responsible for safeguarding the interests of the company and all shareholders [1] - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [2][3] - Independent directors must meet specific criteria, including independence, relevant experience, and good personal character [4][5] Group 2: Meeting Procedures - Board meetings can be regular or temporary, with at least two regular meetings held annually [5][6] - Meetings require a quorum of more than half of the directors to be valid, and decisions are made based on majority votes [14][20] - Directors must attend meetings in person or delegate their voting rights through written authorization [15][16] Group 3: Voting and Decision-Making - Voting is conducted on a one-vote-per-person basis, with options for approval, disapproval, or abstention [20][21] - Directors with conflicts of interest must abstain from voting on related proposals, ensuring that decisions are made by independent directors [23][24] - The board must adhere strictly to the authority granted by the shareholders and the company's articles of association when making decisions [24][25] Group 4: Documentation and Record-Keeping - Meeting records must include details such as attendance, proposals discussed, and voting results, and must be signed by attending directors [29][31] - The board secretary is responsible for maintaining meeting archives for a minimum of ten years [34]

Group 1 - The company reported a new order scale of 6.203 billion yuan in Q1 2025, representing a year-on-year growth of 2.53%, indicating a steady growth trend [1] - The business structure shows significant contributions from hotel, public space, and public transportation projects, with public transportation benefiting from national new infrastructure construction [1] - The company is leveraging technological innovation to strengthen its core competitiveness in smart construction and green low-carbon fields, providing solid support for performance growth [1] Group 2 - The company has entered the cleanroom business, forming a full industry chain service capability covering high-end manufacturing fields such as semiconductors and biomedicine [2] - The company has built a global leading design capability through the acquisition of HBA, which serves top international hotel groups, creating a global design service network [2] - The company is recognized as a national "prefabricated building industry base" by the Ministry of Housing and Urban-Rural Development, providing a competitive advantage in the application of prefabricated technology for hotel projects [2]

Core Viewpoint - The company is focusing on expanding its overseas business while optimizing resource allocation and enhancing core competitiveness to drive sustainable growth in the architectural decoration industry [2][5][6]. Industry Overview - The architectural decoration industry is experiencing increased market concentration and significant differentiation in competition due to macroeconomic factors and heightened client risk awareness [1]. - The domestic curtain wall industry is facing downward pressure and intensified competition, prompting the company to deepen its market penetration and stabilize its domestic base [2]. Domestic Market Strategy - The company is enhancing its internal decoration platform to improve profitability and promote sustainable development in the domestic interior decoration market [2]. - The focus is on creating an ecological development framework for interior decoration to ensure long-term growth [2]. Overseas Market Strategy - The company is prioritizing overseas markets, particularly in the Middle East, Southeast Asia, and developed regions like Australia and Europe, to support its growth strategy [2][3]. - The company aims to leverage its brand advantages to penetrate high-end markets in Singapore, the Philippines, and the Middle East [2]. Order Performance - The company has seen a significant increase in overseas curtain wall project orders, with a total of approximately RMB 10.69 billion in new orders for Q1 2025, including RMB 6.3 billion from the Middle East [5][6]. - The gross margin for overseas curtain wall projects exceeds 25%, compared to 15%-16% for domestic projects, indicating a positive impact on overall profitability as overseas revenue grows [5]. Future Outlook - The company plans to establish a dual-track development model combining project contracting and product sales to enhance its market position and drive high-quality growth [2][6]. - The company has set a target of RMB 20 billion in new orders for the Middle East in 2025, with a strong performance in the first half of the year already exceeding initial targets [6]. Financial Health - The company maintains a robust cash flow management strategy, achieving an average operating cash flow of RMB 11.19 billion over the past five years [9][10]. - The company has a history of stable cash dividends, with a total cash dividend payout of RMB 623 million for 2024, reflecting a high dividend yield of 9.7% [10].

Group 1 - The legal opinion letter confirms that the convening and holding of the 2025 Fifth Extraordinary General Meeting of Shenzhen Jianyi Decoration Group Co., Ltd. complies with the Company Law, the Rules of General Meetings of Shareholders, and the company's articles of association [1][4][5] - The meeting was announced on July 3, 2025, detailing the meeting's time, location, and voting procedures, ensuring shareholders' rights to attend and vote [1][2] - A total of 82 participants attended the meeting, representing 51,557,123 shares, which is 32.2992% of the total voting shares [2][3] Group 2 - The meeting utilized a combination of on-site and online voting, with specific time slots for online voting on July 18, 2025 [2] - The board of directors of the company was qualified to convene the meeting, and the attendance of shareholders and their proxies met the legal requirements [2][4] - The voting results showed that 3,687,700 shares were in favor of the proposal, with 26,800 shares abstaining, indicating a valid and effective voting process [4][5] Group 3 - The voting results from minority shareholders indicated that 98.0632% supported the proposal, while 1.0352% opposed it, demonstrating strong approval among minority shareholders [5] - The legal opinion concludes that all procedures and results of the meeting are legitimate and valid, allowing the legal opinion to be disclosed alongside other meeting information [5]

Core Viewpoint - Zhengzhou Mingyang Window Decoration Technology Co., Ltd. (Mingyang Technology) is progressing with its IPO guidance on the Beijing Stock Exchange, focusing on the development, production, and sales of functional building interior shading products [2] Company Overview - Mingyang Technology was established in 2001 with a registered capital of 53.91 million yuan, specializing in products such as rainbow curtains, roller blinds, pleated curtains, and honeycomb shades [2] - The actual controllers of the company are Zhang Nianqing and Han Ling, who collectively control 95.71% of the voting rights [2] Management Team - Zhang Nianqing, aged 62, has a background in mining and has held various positions in the company since its inception [3] - Han Ling, aged 58, has a teaching background and has been involved in the company since 2002, currently serving as the Executive Vice President [3] - Their son, Zhang Han, serves as the Deputy General Manager and has experience in overseas business operations [3] Financial Performance - The company's revenue and net profit from 2022 to 2024 are as follows: - 2022: Revenue of 278 million yuan, Net profit of 22.34 million yuan - 2023: Revenue of 347 million yuan, Net profit of 34.45 million yuan - 2024: Revenue of 293 million yuan, Net profit of 16.84 million yuan [3][4] - Revenue decreased by 15.6% in 2024 compared to 2023, while net profit saw a significant decline of 51.11% [4] - Over 90% of the company's main business income comes from overseas sales, primarily through online B2C platforms like Amazon, eBay, and Shopify [4] Market Challenges - Sales to the Russia-Ukraine region were around 10 million yuan in 2020 and 2021, but significantly decreased in 2022 [4]

Group 1 - The purpose of the rules is to standardize the board's decision-making process, protect shareholders' rights, and enhance the board's operational efficiency [1] - The board consists of 9 directors, including 3 independent directors, elected for a term of three years [3][4] - The board has various powers, including convening shareholder meetings, executing resolutions, and deciding on major investments and management structures [2][4] Group 2 - The board must consult the company's party committee before making significant decisions [3] - The board is responsible for establishing strict review and decision-making procedures for external investments and major transactions [3][4] - Transactions exceeding certain thresholds must be reviewed and disclosed by the board [4][5] Group 3 - The board has established specialized committees, including audit, strategy, nomination, and compensation committees, to assist in its functions [6] - Regular board meetings are held at least twice a year, with procedures for both regular and temporary meetings outlined [7][8] Group 4 - Meeting notifications must be sent out in advance, with specific requirements for both regular and temporary meetings [9][12] - The board meeting requires a quorum of more than half of the directors to be valid [13][14] - Voting procedures are clearly defined, with provisions for proxy voting and the need for independent directors' approval on certain matters [16][17] Group 5 - Decisions made by the board must be reported to the Shenzhen Stock Exchange, including details of the meeting and voting results [19][20] - The board is responsible for ensuring the implementation of its resolutions and maintaining records of meetings for at least ten years [30][31]

Core Viewpoint - The document outlines the fundraising management measures of Shenzhen Meizhi Decoration Design Engineering Co., Ltd, aiming to enhance the efficiency and effectiveness of fundraising usage while ensuring compliance with relevant laws and regulations [1]. Group 1: General Principles - The company establishes this management method to improve governance and protect the rights of stakeholders [1]. - Fundraising refers to funds raised through stock issuance or other equity-like securities, excluding funds for equity incentive plans [1][2]. - The company must ensure that fundraising is used specifically for designated purposes and in compliance with national industrial policies [2][3]. Group 2: Fundraising Account Management - Funds must be stored in a special account approved by the board of directors, and no non-fundraising funds should be stored in this account [3][4]. - If the company has multiple financings, separate accounts must be established for each fundraising [3][4]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of fundraising [3][4]. Group 3: Fund Usage - The board must ensure that fundraising projects are feasible and have good market prospects [9]. - Funds should primarily be used for the company's main business and not for high-risk investments or financial assistance to others [5][9]. - The company must establish a detailed ledger for fundraising, recording all financial movements related to the funds [8][9]. Group 4: Changes in Fundraising Projects - Any changes in the use of funds must be approved by the board and disclosed to shareholders [11][12]. - If a project is terminated, the remaining funds can only be used for specific purposes after board approval [23][24]. - The company must disclose reasons for any delays in project completion and the current status of the funds [13]. Group 5: Management and Supervision - The audit department must check the fundraising usage at least quarterly and report findings to the audit committee [31][32]. - The company must provide accurate disclosures regarding the actual use of funds and any discrepancies from the planned usage [14][15]. - The sponsor must conduct ongoing supervision of the fundraising management and report any irregularities [33][34].

Core Viewpoint - The document outlines the management system for the shares held by the directors and senior management of Shenzhen Meizhi Decoration Design Engineering Co., Ltd, emphasizing compliance with relevant laws and regulations to maintain market order and prevent insider trading. Group 1: General Principles - The company establishes this system to manage the shares held by its directors and senior management, ensuring adherence to the Company Law and Securities Law of the People's Republic of China [2][3] - Directors and senior management must be aware of legal prohibitions against insider trading and market manipulation before trading the company's shares [2][3] Group 2: Information Reporting and Disclosure - Directors and senior management are required to report their personal and family information to the Shenzhen Stock Exchange within specified timeframes, including during initial stock registration and upon any changes [4][5] - The company must ensure that the reported information is true, accurate, timely, and complete, and agrees to disclose shareholding changes publicly [4][6] Group 3: Share Transfer Regulations - Directors and senior management can only transfer a maximum of 25% of their shares during their term and within six months after their term ends, with certain exceptions [8] - Shares held by directors and senior management are subject to lock-up periods and cannot be transferred under specific conditions, such as during investigations or legal proceedings [10][11] Group 4: Prohibited Actions - Directors and senior management are prohibited from trading company shares during certain periods, such as before the announcement of financial reports or during significant events that could affect share prices [10][11] - The company must ensure that related parties do not engage in insider trading based on confidential information [11] Group 5: Accountability and Enforcement - Any violations of this system by directors and senior management will result in the company reclaiming any profits made from such trades, and severe cases may lead to disciplinary actions [13][14] - The company is responsible for monitoring compliance with this system and must cooperate with regulatory inquiries regarding share trading activities [14][13]

Meeting Information - The sixth extraordinary general meeting of shareholders will be held on July 30, 2025, at 15:00 [1] - Voting will be conducted both on-site and via online platforms, with specific voting times outlined [1][2] - Shareholders can vote through the Shenzhen Stock Exchange trading system and internet voting system [1][4] Voting Rights and Procedures - All shareholders registered by the close of trading on July 25, 2025, are entitled to attend and vote [2] - Shareholders holding more than 5% of shares, such as Mr. Liu Haiyun, will not exercise voting rights due to a commitment to waive them [2] - Proxy voting is allowed, and the proxy does not need to be a shareholder [2] Agenda Items - The main agenda item includes a proposal regarding guarantees provided by the controlling shareholder and related transactions [2][3] - Votes from minority investors will be counted separately, and results will be disclosed promptly [2] Registration and Attendance - Personal shareholders must present valid identification and proof of shareholding to attend [4][5] - Corporate shareholders must provide documentation proving their legal representative or authorized agent [5] - Remote shareholders can register via mail or fax, with a deadline set for July 29, 2025 [5] Online Voting Process - Detailed procedures for participating in online voting are provided, including identity verification requirements [7] - The voting process emphasizes that the first valid vote will be considered in case of duplicate submissions [7]

Group 1 - The company expects a net profit attributable to the parent company for the first half of 2025 to be approximately between -75 million yuan and -60 million yuan, indicating a loss compared to the same period last year [1][2] - The estimated net profit after deducting non-recurring gains and losses for the first half of 2025 is expected to be between -60 million yuan and -45 million yuan [1][2] - The previous year's financial performance showed a total profit of -334.73 thousand yuan and a net profit attributable to the parent company of -830.02 thousand yuan [1][2] Group 2 - The main reasons for the expected loss include increased non-recurring losses due to the disposal of an asset [2]