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*ST松发: 第六届董事会第十二次会议决议公告

Core Viewpoint - Guangdong Songfa Ceramics Co., Ltd. is undergoing significant changes in its corporate structure and governance due to a strategic transformation from traditional ceramics manufacturing to research, production, and sales in the shipbuilding and high-end equipment sectors [1][2][3] Group 1: Corporate Governance Changes - The company plans to change its registered capital and address, cancel the supervisory board, and amend its articles of association to reflect the changes in its main business and corporate structure [1][2] - The supervisory board's functions will be transferred to the audit committee of the board of directors, and relevant supervisory board regulations will be abolished [2] - The proposal to cancel the supervisory board and amend the articles of association requires approval from the shareholders' meeting [2][3] Group 2: Board of Directors Restructuring - The company intends to hold an early election for the seventh board of directors, which will consist of 9 members, including 3 independent directors and 6 non-independent directors [3][4] - The board's term will be three years from the date of approval by the shareholders' meeting [3][4] - Candidates for the non-independent directors have been nominated and will be submitted for shareholder approval [3][4] Group 3: Compensation and Committee Adjustments - The proposed compensation for independent directors is set at 200,000 yuan per year (before tax), while non-independent directors will not receive director allowances [4][5] - Adjustments to the specialized committees of the board will be made, including the establishment of a nomination committee and changes to the strategic committee [5][6] Group 4: Upcoming Shareholder Meeting - The company plans to hold its third extraordinary general meeting of shareholders on August 21, 2025, to review the aforementioned proposals [7][8]