黄山旅游发展股份有限公司第九届监事会第十二次会议决议公告

Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association to enhance corporate governance and operational efficiency, aligning with the latest legal regulations and the company's actual situation [1][2][27]. Group 1: Supervisory Board Cancellation - The supervisory board will be canceled, and its functions will be transferred to the audit committee of the board of directors, in compliance with relevant laws and regulations [2][27]. - The decision to cancel the supervisory board was unanimously approved by the supervisory board and the board of directors, with all votes in favor [2][6]. - The supervisory board will continue to fulfill its supervisory duties until the shareholders' meeting approves the cancellation [2][27]. Group 2: Amendments to Articles of Association - The company will revise certain provisions of its articles of association to improve governance and operational standards, including increasing the board of directors from 9 to 11 members, with 4 independent directors and 7 non-independent directors [29]. - The term "shareholders' meeting" will be changed to "shareholders' assembly" throughout the articles of association [29]. - The articles will no longer mention the supervisory board, and related terms will be removed [29]. Group 3: Governance System Revisions - Several governance documents, including the rules for shareholders' meetings and board meetings, will be revised to align with the changes in the articles of association [8][10][11][12][13][14][15][18]. - The company will also abolish the original cumulative voting system implementation rules and integrate them into the articles of association [29]. Group 4: Independent Director Nomination - The board has nominated Liu Zhaohui as an independent director candidate, pending approval from the shareholders' meeting [20][21]. - The independent director candidate meets all qualifications and has no disqualifying conditions as per relevant laws and regulations [20]. Group 5: Upcoming Shareholders' Meeting - The company plans to hold its second extraordinary shareholders' meeting of 2025 to discuss the proposed changes [22][23].