汉得信息: 第五届董事会第二十八次（临时）会议决议公告

Core Viewpoint - The company is enhancing its governance structure by increasing the board size and making changes to its capital structure and stock option plans [1][2][3] Board Meeting Details - The board meeting was held on August 6, 2025, with all five directors participating and the meeting conducted in accordance with relevant laws and regulations [1] - The board approved several key proposals, including changes to the registered capital and board composition [1][2] Changes to Board Composition - The board size will increase from 5 to 7 members, with non-independent directors rising from 2 to 4, including one employee representative [2] - The number of independent directors will remain at 3 [2] Capital Structure Adjustments - The company approved the exercise of 18,868,000 stock options under the 2021 second phase stock option incentive plan, resulting in an increase of 8,991,900 shares as of June 30, 2025 [2] - Additionally, the company approved the first vesting conditions of the 2024 restricted stock incentive plan, leading to an increase of 16,593,000 shares [2][3] Total Share Capital - As of June 30, 2025, the total share capital increased from 984,845,711 shares due to the aforementioned adjustments [3] Amendments to Company Documents - The company plans to amend certain provisions of its Articles of Association in line with the changes in board composition and capital structure [3] - The board proposed to authorize the management to handle the necessary registration and filing for these changes [3] Board Election Proposals - The board proposed candidates for the sixth board of directors, including non-independent and independent directors, to be elected at the upcoming shareholder meeting [4][5][6] - The independent director candidates include professionals with accounting expertise [6] Other Proposals - The board approved amendments to the Rules of Procedure for Shareholders' Meetings and the Rules of Procedure for Board Meetings [7] - The board also approved the revision of the Internal Audit System [7] - A temporary shareholder meeting is scheduled for August 22, 2025, to discuss these proposals [8]