温州宏丰: 第五届董事会第三十五次（临时）会议决议公告

Core Viewpoint - The company is undergoing a board restructuring, with nominations for both non-independent and independent directors for the sixth board, which will serve a three-year term starting from the approval date at the first extraordinary shareholders' meeting in 2025 [1][2][3]. Group 1: Board Restructuring - The fifth board's term will expire on May 15, 2025, prompting the nomination of candidates for the sixth board [1][2]. - Non-independent director candidates include Chen Xiao, Yan Xuewen, Wei Shaohua, Chen Linchi, and Fan Gaihuan, all of whom received unanimous approval from the board [2][3]. - Independent director candidates include Yang Ying, Wang Zongzheng, and Zhu Jun, also receiving unanimous approval [3][4]. Group 2: Compensation and Capital Changes - The proposed annual compensation for independent directors is set at RMB 80,000 (pre-tax), to be paid monthly [4]. - The company plans to change its registered capital from RMB 437,135,321 to RMB 437,282,217 due to the conversion of "Hongfeng Convertible Bonds" that began on September 21, 2022 [4][5]. Group 3: Governance Structure Adjustments - The company intends to adjust its governance structure by transferring the supervisory board's powers to the audit committee of the board, necessitating amendments to the company’s articles of association [5][6]. - The company will revise its governance rules, including the rules for shareholders' meetings and board meetings, in line with the new structure [6]. Group 4: Shareholders' Meeting - The company plans to convene the first extraordinary shareholders' meeting on May 26, 2025, to vote on the proposed changes and nominations [6][7].