浙江亚厦装饰股份有限公司第六届董事会第十五次会议决议公告

Core Viewpoint - Zhejiang Yasha Decoration Co., Ltd. has made significant amendments to its corporate governance structure, including the abolition of the supervisory board and the transfer of its powers to the audit committee of the board of directors, in compliance with the latest regulations [1][6][8]. Group 1: Board Meeting Resolutions - The board meeting on August 12, 2025, approved the modification of the company's articles of association, eliminating the supervisory board and transferring its powers to the audit committee [1][6]. - The meeting also approved changes to the rules governing shareholder meetings to enhance shareholder rights and optimize the operational mechanism of the shareholder meeting [3]. - Modifications to the board meeting rules were also approved to further optimize the board's operational mechanism [5]. Group 2: Governance Structure Changes - The company will no longer have a supervisory board, and the powers previously held by the supervisory board will now be exercised by the audit committee [1][6]. - The company has made comprehensive amendments to its articles of association to align with the new governance structure [1][6]. Group 3: Election of New Directors - The board approved the nomination of Ding Zecheng and Zhang Xiaoming as candidates for the seventh board of directors, with their terms set for three years upon approval at the upcoming shareholder meeting [20][23]. - The board also nominated independent director candidates Wang Hong and Hao Zhenjiang, both of whom meet the qualifications required for independent directors [22][23]. Group 4: Upcoming Shareholder Meeting - The company will hold its first extraordinary general meeting of 2025 on August 29, 2025, to review the resolutions passed by the board [46][48]. - The meeting will include voting on the election of new directors and other significant proposals that may affect minority shareholders [53][54]. Group 5: Merger Announcement - The company announced the absorption merger of its wholly-owned subsidiary, Chongqing Yasha Decoration Engineering Co., Ltd., with its wholly-owned subsidiary, Chongqing Xuange Construction Engineering Co., Ltd., which has not conducted any actual business since its establishment [33][34][43]. - This merger is expected to enhance the company's market presence in Chongqing and improve its competitive edge in the local market [43].