大连圣亚旅游控股股份有限公司关于变更注册资本、修订《公司章程》并办理工商变更登记的公告

Group 1 - Company has approved a change in registered capital and amendments to its Articles of Association during the board meeting held on December 24, 2025 [1][18] - The registered capital has been changed from RMB 128,800,000 to RMB 130,445,000, with the number of shares increasing from 128,800,000 to 130,445,000 shares [2] - The amendments to the Articles of Association were made in accordance with the changes in registered capital and total shares, and the board has been authorized to handle the necessary registration and filing procedures [3][4] Group 2 - The wholly-owned subsidiary, Saint Asia Cultural Tourism Industry Group Co., Ltd., plans to reduce its registered capital by RMB 32,374,900 [8][10] - This reduction in capital is within the authority of the board and does not require shareholder approval, nor does it involve related transactions or constitute a major asset restructuring [9][11] - After the reduction, the registered capital of the subsidiary will decrease from RMB 100,000,000 to RMB 67,625,100, with the company retaining 100% ownership [10][13] Group 3 - The board meeting on December 24, 2025, also approved several other proposals, including the internal director remuneration scheme, which is subject to shareholder approval [20][37] - The internal directors will receive an annual salary of RMB 800,000, with performance-based pay making up at least 50% of the total remuneration [40] - The performance pay will be settled quarterly based on assessment results, with specific provisions for adjustments based on performance evaluations [41][44]