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深圳市名雕装饰股份有限公司第六届董事会第九次会议决议公告

Core Viewpoint - The company is revising its articles of association to enhance governance and comply with the new Company Law, including the elimination of the supervisory board and the establishment of an audit committee to assume its responsibilities [6][19]. Group 1: Board Meeting Decisions - The sixth board meeting of the company was held on September 25, 2025, with all seven directors present, and it complied with relevant laws and regulations [5]. - The board approved the proposal to amend the articles of association, with a unanimous vote of 7 in favor, and this amendment will be submitted to the shareholders' meeting for approval [6][19]. - The board also approved the establishment of two wholly-owned subsidiaries, with investments of RMB 12 million and RMB 20 million respectively [13][47]. Group 2: Governance and Compliance - The company plans to replace the supervisory board with an audit committee, which will take over the supervisory functions as per the new Company Law [6][19]. - New governance documents will be created to improve the company's governance structure, including rules for information disclosure and management of executive departures [9][10]. - The company will hold its first extraordinary shareholders' meeting on October 17, 2025, to discuss the proposed amendments and other governance matters [22][23]. Group 3: Subsidiary Establishment - The company will establish Guangdong Yaobang Shuju Co., Ltd. with a registered capital of RMB 12 million, focusing on smart building and home IoT platforms [48]. - Guangdong Ruiju Supply Chain Co., Ltd. will be established with a registered capital of RMB 20 million, aimed at enhancing the supply chain in the decoration industry [50]. - Both subsidiaries will be funded entirely by the company's own resources, ensuring no significant impact on the company's financial status [51].