南京莱斯信息技术股份有限公司 2025年第三次临时股东大会决议公告

Meeting Overview - The third extraordinary general meeting of shareholders was held on August 14, 2025, at the company's headquarters in Nanjing, Jiangsu Province [2][11] - The meeting was presided over by the chairwoman, Zhou Fei, and utilized a combination of on-site and online voting methods [2][3] Attendance - All 9 current directors and 3 supervisors attended the meeting, along with the financial officer and board secretary, Wang Xu, and several senior management personnel [3] Resolutions Passed - The following key resolutions were approved: - Cancellation of the supervisory board and amendments to the Articles of Association [4][11] - Amendments to various corporate governance systems, including: - Shareholder meeting rules - Board meeting rules - Related party transaction management - Financing and external guarantee management - External investment management - Fundraising management - Cumulative voting implementation details - Compensation management for directors and senior management [5][11] Board Election - The election of the sixth board of directors was conducted, with Zhou Fei, Cheng Xianfeng, Wang Xu, Li Hong, Wang Chao, Zhou Ke, Ren Gang, and Zhou Yueshu elected as directors [11][12] - The term for the new board is set for three years starting from the date of the meeting [11] Committee Appointments - The following committee leaders and members were appointed: - Strategy Committee: Zhou Fei (Chair), Li Hong, Wang Chao, Zhou Ke - Audit Committee: Zhou Yueshu (Chair), Ren Gang, Xing Kexuan - Nomination Committee: Zhou Ke (Chair), Ren Gang, Cheng Xianfeng - Compensation and Assessment Committee: Ren Gang (Chair), Zhou Yueshu, Li Hong [12] Senior Management Appointments - Senior management appointments were made, including: - Cheng Xianfeng as Executive Vice President, authorized to act as General Manager until a new General Manager is appointed - Wang Xu as Board Secretary and Financial Officer - Other Vice Presidents: Wang Keping, Tang Gao, Shan Junquan, Xi Yuhua, Ding Hui [13][14] Changes in Board and Supervisory Roles - Following the election, several directors and supervisors completed their terms and will no longer serve, including Xie Xiaosheng, Wang Zhigang, and others [16] - The supervisory board has been dissolved, with its functions transferred to the audit committee of the board [16]