棕榈生态城镇发展股份有限公司第六届董事会第四十次会议决议公告

Core Viewpoint - The company is undergoing significant governance changes, including a reduction in the number of board members and adjustments to its articles of association, as well as preparing for the election of a new board of directors. Group 1: Board Restructuring - The company plans to reduce the number of board members from 11 to 9, with non-independent directors decreasing from 7 to 6 and independent directors from 4 to 3 [1][2] - The articles of association will be revised to reflect the new board structure, requiring approval at the upcoming shareholder meeting [2][3] Group 2: Capital Changes - The company has completed a share buyback program, resulting in the cancellation of 10,411,500 shares, which reduces the registered capital from RMB 1,812,816,265 to RMB 1,802,404,765 [3][4] Group 3: Board Elections - The company is preparing for the election of its seventh board of directors, which will consist of 9 members, including 5 non-independent directors, 3 independent directors, and 1 employee representative [27][28] - The candidates for the new board have been nominated, with specific individuals recommended by major shareholders [28][29] Group 4: Upcoming Shareholder Meeting - A second extraordinary general meeting of shareholders is scheduled for February 2, 2026, to vote on the proposed changes and board elections [38][39] - The meeting will allow for both on-site and online voting, ensuring broad participation from shareholders [39][40]