山东晨鸣纸业集团股份有限公司 第十届董事会第二十一次临时会议决议公告

Core Viewpoint - The company, Shandong Chenming Paper Holdings Limited, held its 21st temporary board meeting to discuss and approve various governance structure adjustments and amendments to its articles of association, which will be submitted for shareholder approval at the upcoming extraordinary general meeting [1][3]. Group 1: Governance Structure Adjustments - The board approved a proposal to adjust the governance structure by abolishing the supervisory board, transferring its powers to the audit committee of the board, and corresponding amendments to the articles of association [2][4]. - The proposal to amend the articles of association will be submitted for approval at the 2025 first extraordinary general meeting [3][6]. Group 2: Meeting Resolutions - The board passed a resolution to rename the "Rules of Procedure for Shareholders' Meetings" to "Rules of Procedure for Shareholders' Meetings" [5][7]. - The board approved multiple amendments to governance systems, including the Independent Director Management Measures, Major Transaction Decision-Making System, Related Party Transaction Management System, External Guarantee Decision-Making System, and others, all pending shareholder approval [10][12][14][16][18][20][22][24][25][26][27][28]. Group 3: Board Elections - The board approved the nomination of candidates for the 11th board of directors, including both executive and non-executive directors, with a term of three years pending shareholder approval [33][35]. - The board also approved the remuneration for non-executive and independent non-executive directors, set at RMB 200,000 (including tax) per person per year, to be paid monthly [37][39]. Group 4: Upcoming Shareholder Meeting - The company will hold its 2025 first extraordinary general meeting on October 28, 2025, at 14:00, with both on-site and online voting options available for shareholders [40][44]. - The meeting will address various proposals, including governance structure adjustments and board elections, with specific voting requirements outlined for each proposal [49][50].