广州酒家集团股份有限公司第四届董事会第三十八次会议决议公告

Core Viewpoint - Guangzhou Restaurant Group Co., Ltd. has held its 38th meeting of the fourth board of directors, where several key resolutions were passed, including the proposal to abolish the supervisory board and amend the company's articles of association [4][5][13]. Group 1: Board Meeting Details - The board meeting was convened on October 31, 2025, with all directors present, and the meeting was conducted in accordance with the company's regulations [4][2]. - All resolutions proposed during the meeting were approved unanimously, with no dissenting or abstaining votes [3][4]. Group 2: Resolutions Passed - The proposal to abolish the supervisory board and amend the articles of association was passed, requiring further approval at the upcoming extraordinary general meeting [5][11][13]. - The proposal to amend the rules of the shareholders' meeting was also approved and will be submitted for shareholder review [6][13]. - The proposal to amend the rules of board meetings was approved, pending shareholder approval [7][13]. - A resolution to convene the 2025 third extraordinary general meeting was passed, scheduled for November 28, 2025 [8][9]. Group 3: Governance Structure Changes - The company will no longer have a supervisory board; the audit committee of the board will assume the supervisory functions [13][14]. - The current supervisors will be relieved of their duties upon shareholder approval of the abolition of the supervisory board [14]. - Amendments to the articles of association and related governance documents will standardize terminology and remove references to the supervisory board [15][16].