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深圳市天健(集团)股份有限公司关于公司第九届董事会第三十四次会议的决议公告

Group 1 - The company held its 34th meeting of the 9th Board of Directors on October 14, 2025, via communication, with all 8 directors participating in the voting [2][4] - The Board approved the amendment of the Articles of Association, which will be submitted to the shareholders' meeting for review [3][6] - The Board also approved the amendment of the Rules of Procedure for Board Meetings and the Rules of Procedure for Shareholder Meetings, both of which will require shareholder approval [5][8] Group 2 - The company plans to hold the second extraordinary shareholders' meeting on October 30, 2025, combining on-site voting and online voting [9][12] - The meeting will include proposals that require a special resolution, needing more than two-thirds of the voting rights held by attending shareholders to pass [13][18] - The company will provide a network platform for shareholders to participate in voting, with specific voting times outlined [20][23] Group 3 - The company approved the signing of a competitive business management agreement with its controlling shareholder, Shenzhen Special Zone Construction Group, for a period of three years [10][33] - The agreement aims to resolve competition issues between the company and its controlling shareholder, ensuring fair pricing and no harm to shareholder interests [44][50] - The management fee for the agreement is set at 1 million yuan per year, and the agreement can be extended upon mutual consent [49][50] Group 4 - The independent directors and the supervisory board both approved the competitive business management agreement, emphasizing its alignment with the company's business needs and legal compliance [52][54] - The agreement allows the company to manage certain subsidiaries while maintaining the controlling shareholder's rights [45][46] - The company has engaged in non-routine related transactions with the controlling shareholder totaling 40.37 million yuan in the past 12 months, representing 0.28% of the latest audited net assets [51]