Core Viewpoint - Fujian Yong'an Forestry (Group) Co., Ltd. has held its 18th meeting of the 10th Board of Directors and the 12th meeting of the 10th Supervisory Board, where several key resolutions were passed, including the establishment of a wholly-owned subsidiary and amendments to the company's articles of association and related rules [2][3][8][21][22]. Group 1: Board Meeting Details - The 18th meeting of the 10th Board of Directors was held on August 15, 2025, with all 6 directors present, and the meeting complied with relevant laws and regulations [2]. - Resolutions passed include the establishment of a wholly-owned subsidiary, amendments to the articles of association, and revisions to the rules governing shareholder and board meetings, all with unanimous approval [3][8]. Group 2: Supervisory Board Meeting Details - The 12th meeting of the 10th Supervisory Board was also held on August 15, 2025, with all 4 supervisors present, adhering to legal requirements [7]. - Similar to the Board of Directors, the Supervisory Board approved the establishment of a wholly-owned subsidiary and amendments to the company's governing documents, with unanimous votes [8][9]. Group 3: Establishment of Wholly-Owned Subsidiary - The new subsidiary, tentatively named Zhonglin (Putian) Forestry Development Co., Ltd., will have a registered capital of 100 million yuan and will focus on various forestry-related activities [15]. - The investment aims to enhance the company's competitive edge and promote sustainable development without adversely affecting its financial status [18]. Group 4: Amendments to Company Regulations - The company has revised its articles of association and related governance rules, which will be submitted for shareholder approval [22]. - The revisions are part of the company's efforts to align with regulatory requirements and improve operational efficiency [22].

Group 1 - The stock price of Yong'an Forestry closed at 6.87 yuan on August 15, 2025, remaining unchanged from the previous trading day, with a trading volume of 62,308 hands and a transaction amount of 0.43 billion yuan, showing a fluctuation of 1.46% [1] - Yong'an Forestry's main business includes artificial board manufacturing, forestry, and other operations, with artificial board manufacturing accounting for 88.97% of its business [1] - On the evening of August 15, Yong'an Forestry announced that its 10th Board of Directors held a meeting to review the proposal for establishing a wholly-owned subsidiary [1] Group 2 - On August 15, the net inflow of main funds into Yong'an Forestry was 7.81 million yuan, with a cumulative net inflow of 45.09 million yuan over the past five days [1]

Group 1 - The company held its 18th meeting of the 10th Board of Directors on August 15, 2025, with all 6 directors present, confirming compliance with legal and regulatory requirements [1] - The Board approved several resolutions unanimously, including the establishment of a wholly-owned subsidiary and amendments to the company's articles of association and various governance rules [1][2] - A significant resolution was passed regarding the company's dividend return plan for shareholders for the next three years (2025-2027) [1] Group 2 - The resolutions regarding amendments to the articles of association, shareholder meeting rules, board meeting rules, and independent director work system will be submitted for shareholder meeting review [2]

Group 1 - The company held its 12th meeting of the 10th Supervisory Board on August 15, 2025, with all four supervisors present, either in person or via remote voting [1][2] - The meeting approved several proposals unanimously, including the establishment of a wholly-owned subsidiary and amendments to the company's articles of association and various meeting rules [1][2] - A significant proposal regarding the company's dividend return plan for the next three years (2025-2027) was also passed unanimously [1][2] Group 2 - The proposals from the meeting, specifically those related to amendments and the dividend return plan, will be submitted for shareholder approval [2]

Core Points - Fujian Yong'an Forestry (Group) Co., Ltd. has revised its articles of association and related rules to strengthen corporate governance and protect the rights of shareholders and creditors [1][2][3] - The revisions include updates to the company's organizational structure, responsibilities of the board of directors, and the rights of shareholders [4][5][6] Summary by Sections Company Articles Revision - The first article emphasizes the importance of maintaining the rights of the company, shareholders, employees, and creditors while adhering to relevant laws and regulations [1] - The second article confirms the company's establishment as a joint-stock company in accordance with the relevant regulations [2] - The eighth article states that the chairman serves as the legal representative of the company, with provisions for appointing a new representative if the current one resigns [3][4] Shareholder Rights and Responsibilities - Shareholders are limited to their subscribed shares in terms of liability for the company's debts [5][6] - The company must ensure equal rights for all shareholders of the same class of shares [5][6] - Shareholders have the right to transfer, gift, or pledge their shares in accordance with laws and regulations [11][12] Board of Directors and Management - The board of directors is responsible for the company's operations and must act in the best interest of the company and its shareholders [14][15] - The articles outline the procedures for convening shareholder meetings and the voting rights of shareholders [21][22] Capital Increase and Financial Management - The company can increase its capital through various methods, including public offerings and private placements, subject to shareholder approval [9][10] - The company is prohibited from providing financial assistance for the acquisition of its shares, with specific exceptions [8][9] Corporate Governance - The revisions aim to enhance corporate governance by clarifying the roles and responsibilities of the board, management, and shareholders [1][2][3] - The company must comply with legal requirements for information disclosure and ensure transparency in its operations [12][13]

Core Viewpoint - The company has established a shareholder return plan for the next three years (2025-2027) to ensure a scientific, sustainable, and stable dividend decision-making and supervision mechanism, aiming to actively reward investors and promote a long-term investment mindset [1][2]. Group 1: Principles and Considerations - The planning is in accordance with relevant laws, regulations, and the company's articles of association, emphasizing the importance of investor returns while balancing short-term profits and long-term development [1][2]. - The company aims for long-term sustainable development by analyzing operational realities, shareholder demands, social capital costs, and external financing environments to create a stable dividend return mechanism [2]. Group 2: Specific Shareholder Return Plan - The company will distribute profits through cash, stock, or a combination of both, with a preference for cash dividends when conditions allow [2][3]. - The company commits to distributing at least 30% of the average distributable profits over the last three years in cash after covering losses and required reserves [2][4]. Group 3: Profit Distribution Conditions - The company plans to conduct annual cash dividends post the annual shareholder meeting, with the possibility of mid-term dividends based on current profitability and cash flow [3][4]. - Specific cash dividend ratios are set based on the company's development stage and capital expenditure plans, with minimum cash dividend ratios of 80% for mature stages without major expenditures, 40% for mature stages with major expenditures, and 20% for growth stages with major expenditures [4]. Group 4: Decision Mechanism and Procedures - The profit distribution proposal will be communicated with independent directors and minority shareholders before board review, ensuring their opinions are considered [5]. - The board must obtain majority approval from all directors and independent directors for the profit distribution proposal, with a two-thirds majority required from shareholders for stock dividend proposals [5][6]. Group 5: Adjustment Mechanism - The company will consider adjustments to the profit distribution policy based on various factors, including shareholder opinions and significant changes in the external operating environment, ensuring compliance with regulatory requirements [7]. Group 6: Other Matters - Any matters not covered in the plan will be executed according to relevant laws, regulations, and the company's articles of association, with the board responsible for interpretation [6].

Group 1 - The company has established a wholly-owned subsidiary named Zhonglin (Putian) Forestry Development Co., Ltd. to engage in various forestry-related activities [1][2] - The investment aligns with national strategies for timber security and ecological construction, emphasizing the importance of state reserve forest bases [1] - The subsidiary will focus on artificial afforestation, forest management, timber sales, and ecological restoration services, among other activities [1][2] Group 2 - The investment is expected to enhance the company's overall competitiveness and promote sustainable development without adversely affecting its financial status [2] - The subsidiary's financial performance will be included in the company's consolidated financial statements, ensuring comprehensive oversight [2] - The company will maintain a focus on risk management and control to ensure the subsidiary's successful operation [2]

Group 1 - The company Yong'an Forestry (SZ 000663) announced the convening of its 18th meeting of the 10th board of directors on August 15, 2025, to discuss the proposal for establishing a wholly-owned subsidiary [1] - For the year 2024, Yong'an Forestry's revenue composition is as follows: 88.97% from engineered wood manufacturing, 6.03% from forestry, and 4.99% from other businesses [1] - As of the report date, Yong'an Forestry has a market capitalization of 2.3 billion yuan [1]

福建省永安林业（集团）股份有限公司 独立董事工作制度 （经第十届董事会第十八次会议审议通过，待提交股东会表决） 第一章 总 则 第一条 为进一步完善福建省永安林业（集团）股份有限公 司（以下简称公司）的法人治理结构，强化对内部董事及经理层 的约束和监督机制，保护中小股东及债权人的利益，促进公司的 规范运作，参照中国证监会颁布的《上市公司独立董事管理办法》 《上市公司治理准则》，深圳证券交易所（以下简称深交所）颁 布的《深圳证券交易所上市公司自律监管指引第 1 号——主板上 市公司规范运作》（以下简称《监管指引》）、《深圳证券交易所股 票上市规则》（以下简称《上市规则》）及《福建省永安林业（集 团）股份有限公司章程》（以下简称《公司章程》）等有关规定， 并结合公司实际，特制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务， 并与其所受聘的公司及其主要股东、实际控制人不存在直接或者 间接利害关系，或者其他可能影响其进行独立客观判断关系的董 事。 独立董事应当独立履行职责，不受公司及其主要股东、实际 控制人等单位或者个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务， — 1 — 应当按 ...

福建省永安林业（集团）股份有限公司章程 （经第十届董事会第十八次会议审议通过，待提交股东会表决） 目 录 第五章 董事和董事会 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东会 第一节 股东的一般规定 第二节 控股股东和实际控制人 第三节 股东会的一般规定 第四节 股东会的召集 第五节 股东会的提案与通知 第六节 股东会的召开 第七节 股东会的表决和决议 第一节 董事的一般规定 第二节 董事会 第三节 独立董事 第四节 董事会专门委员会 第六章 公司党组织 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第九章 通知、公告 第一节 通知 第二节 公告 第十章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十一章 修改章程 第十二章 附则 第七章 高级管理人员 第八章 财务会计制度、利润分配和审计 第—章 总则 第一条 为维护公司、股东、职工和债权人的合法权益， 规范公司的组织和行为，根据《中华人民共和国公司法》（以下 简称《公司法》）、《中华人民共和国证券法》（以 ...