天津桂发祥十八街麻花食品股份有限公司第五届董事会第九次会议决议公告

Core Points - The company held its fifth board meeting on November 12, 2025, where significant governance changes were approved, including the expansion of the board and adjustments to the company's articles of association [1][2][4]. Group 1: Board Meeting Details - The board meeting was conducted with all nine directors present, including two participating via remote voting [1]. - The meeting adhered to the requirements of the Company Law and the company's articles of association [1]. Group 2: Governance Structure Changes - The board approved a proposal to expand its operational scope and adjust its governance structure, which includes eliminating the supervisory board and increasing the board size to 11 members [2][25]. - The proposal also involves amending the articles of association and abolishing the supervisory board's rules [2][25]. Group 3: Institutional Adjustments - The board approved the revision, formulation, and abolition of several internal governance systems to align with the new governance structure [5][26]. - Specific governance documents, including rules for shareholder meetings and board meetings, will be revised or abolished [14][26]. Group 4: Independent Director Appointment - The board approved the appointment of He Zhen as an independent director, pending approval from the shareholders' meeting [7][10]. - The independent director's role is part of the broader governance adjustments aimed at enhancing board functionality [19]. Group 5: Upcoming Shareholders' Meeting - A temporary shareholders' meeting is scheduled for November 28, 2025, to review and approve the board's proposals [14][29]. - The meeting will include discussions on the governance structure changes and the appointment of the independent director [14][35].