荣安地产股份有限公司第十二届董事会第八次会议决议公告

Meeting Overview - The 8th meeting of the 12th Board of Directors of the company was held on August 28, 2025, with all 5 directors present [2][3] - The meeting was chaired by the Chairman Wang Jiufang, with supervisors present [2] Resolutions Passed - The meeting approved the 2025 Half-Year Report and its summary with a unanimous vote of 5 in favor [4] - The meeting also approved the amendment to the company's Articles of Association, which will be submitted to the shareholders' meeting for review [5][6] - Several governance-related proposals were approved, including amendments to the Independent Director Work System, External Guarantee Management Regulations, Related Party Transaction Management Measures, Financial Assistance Management Measures, Fundraising Management System, and Information Disclosure Management System, all requiring shareholder approval [7][9][11][13][15][16] - The meeting approved the proposal to supplement an independent director to the board, which will also be submitted to the shareholders' meeting for review [18] - Authorization for financial assistance to affiliated companies was approved, pending shareholder approval [20] Shareholders' Meeting Notification - The company announced the 2025 First Extraordinary Shareholders' Meeting to be held on September 16, 2025, with a registration date of September 11, 2025 [27][33] - The meeting will include a special resolution regarding the amendment of the Articles of Association, requiring a two-thirds majority vote from attending shareholders [37] Financial Assistance Proposal - The company plans to provide financial assistance to its affiliated companies, with conditions including that the assistance will only be used for real estate development and will not exceed 50% of the company's latest audited net assets, amounting to RMB 2.909 billion [48] - The proposal was approved by the board with a unanimous vote and will be submitted to the shareholders' meeting for review [49] Independent Director Election - The company announced the resignation of independent director Yan Guoqing and proposed the election of Wan Weijun as a new independent director, pending shareholder approval [52][53] - Wan Weijun is a qualified accountant with no conflicts of interest with the company [54]