三祥新材股份有限公司第五届董事会第十一次临时会议决议公告

Group 1 - The company held its 11th temporary board meeting of the 5th board on September 17, 2025, with all 9 directors present, confirming the legality and validity of the meeting [2][4] - The board elected Mr. Lu Taiyi as the vice chairman of the 5th board, effective immediately until the board's term ends [3][4] - The board also approved the appointment of an honorary director, recognizing Mr. Lu Zhuangsi's significant contributions to the company since its founding [5][6][12] Group 2 - Mr. Lu Zhuangsi resigned from his positions as director and vice chairman due to work and age reasons, but he will continue to hold shares indirectly through a trading company [10][11] - The company expressed gratitude for Mr. Lu's dedication and contributions, appointing him as a lifetime honorary director to leverage his experience for the company's ongoing development [12][14] Group 3 - The company held its 8th employee representative meeting on September 17, 2025, to discuss the election of employee representative directors [16] - The meeting approved the removal of an employee representative supervisor and elected Mr. Bao Xiaogang as an employee representative director, ensuring compliance with legal requirements [16][17] - The company established a selection system for employee directors to enhance corporate governance [18] Group 4 - The company convened its second temporary shareholders' meeting on September 17, 2025, where all resolutions were passed without any objections [21][27] - The meeting included the approval of the cancellation of the supervisory board and amendments to the company's articles of association [25][27] - Legal counsel confirmed that the meeting's procedures and resolutions complied with relevant laws and regulations [27] Group 5 - The company announced the return of idle raised funds amounting to 75 million RMB to its dedicated account, which had been temporarily used to supplement working capital [28]