格隆汇7月30日｜科兴制药公告，股东科益医药计划通过询价转让方式转让603.77万股公司股份，占公 司总股本的3.00%。本次转让价格下限不低于发送认购邀请书之日(含当日)前20个交易日公司股票交易 均价的70%。受让方为具备相应定价能力和风险承受能力的机构投资者。此次转让旨在满足科益医药自 身资金需求，不通过集中竞价交易方式或大宗交易方式进行，不属于通过二级市场减持。转让后6个月 内不得转让。 ...

科兴制药公告，股东科益医药计划通过询价转让方式转让603.77万股公司股份，占公司总股本的 3.00%。本次转让价格下限不低于发送认购邀请书之日(含当日)前20个交易日公司股票交易均价的 70%。受让方为具备相应定价能力和风险承受能力的机构投资者。此次转让旨在满足科益医药自身资金 需求，不通过集中竞价交易方式或大宗交易方式进行，不属于通过二级市场减持。转让后6个月内不得 转让。 ...

从资金流向上来看，当日生物制品板块主力资金净流出2.98亿元，游资资金净流入1.68亿元，散户资金净 流入1.3亿元。生物制品板块个股资金流向见下表： | 代码 | 名称 | 收盘价 | 涨跌幅 | 成交量(手) | 成交额(元) | | --- | --- | --- | --- | --- | --- | | 688136 | 科兴制药 | 47.06 | -6.76% | 8.01万 | 3.86 Z | | 688336 | 三生国健 | 53.43 | -4.59% | 7.91万 | 4.32亿 | | 688180 | 君实生物 | 39.12 | -4.59% | 18.72万 | 7.53亿 | | 688331 | 荣昌生物 | 66.70 | -4.48% | 10.06万 | 6.81亿 | | 688105 | 诺唯赞 | 25.39 | -3.97% | 5.30万 | 1.36 Z | | 688137 | 近岸蛋白 | 45.79 | -3.92% | 1.83万 | 8490.57万 | | 300485 | 赛开药业 | 66"FI | -3.60% | 41.56万 | ...

证券代码：688136 证券简称：科兴制药 公告编号：2025-053 科兴生物制药股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 科兴生物制药股份有限公司（以下简称"公司"）第二届董事会任期已届满， 根据《中华人民共和国公司法》（以下简称"《公司法》"）《上海证券交易所 科创板股票上市规则》《上海证券交易所科创板上市公司自律监管指引第1号— —规范运作》等法律法规、规范性文件以及《公司章程》等规定，公司开展董事 会换届选举工作。现将相关情况公告如下： 一、董事会换届选举情况 经公司董事会提名委员会资格审核通过，公司于 2025 年 7 月 27 日召开第二 届董事会第二十七次会议，审议通过了《关于取消监事会、变更注册资本暨修订 <公司章程> 的议案》《关于董事会换届选举暨提名第三届董事会非独立董事的 议案》《关于董事会换届选举暨提名第三届董事会独立董事的议案》，上述议案 尚需提交公司股东大会审议。 根据董事会审议通过的决议，公司本次换届同步修订《公司章程》，调整董 事会成员组成。调整后公司第三届董事会将由 ...

Group 1 - The company has decided to cancel the supervisory board and allow the audit committee of the board to exercise the powers of the supervisory board as per the new Company Law regulations [1][2][3] - The company will revise its articles of association to reflect the cancellation of the supervisory board and update related governance systems [2][3] - The second supervisory board will continue to perform its supervisory duties until the shareholders' meeting approves the cancellation [2] Group 2 - The company's registered capital has been increased from RMB 199,642,250 to RMB 201,257,250 following the completion of the first vesting period of the restricted stock incentive plan [2][3] - The total number of shares has changed from 199,642,250 to 201,257,250 shares [2] Group 3 - The company is revising its articles of association to enhance operational standards and comply with relevant regulations, including the new Company Law and the Shanghai Stock Exchange rules [3][6] - The revised articles will include new or deleted sections and clauses, with the remaining provisions unchanged [3][6] - The revised articles will be disclosed on the Shanghai Stock Exchange website [3][6] Group 4 - Several governance systems have been revised to improve the company's governance structure and ensure compliance with legal requirements [3][5] - The revised governance systems will be effective after approval from the shareholders' meeting [5][6]

Core Points - The article outlines the management system for the resignation of directors and senior management at Sinovac Biotech Ltd, aiming to enhance corporate governance and protect shareholder rights [3][4][10] Group 1: General Principles - The system is established to strengthen the governance of the company and ensure the stability of its management [3] - It applies to all directors and senior management personnel regarding their resignation, term expiration, or dismissal [3] Group 2: Resignation Conditions and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [4] - If a director's term expires without re-election, they automatically leave office on the day the shareholders' meeting resolution is passed [4] - The company can dismiss directors through a resolution, effective on the day the resolution is made [4] Group 3: Obligations and Responsibilities - Directors and senior management must hand over all relevant documents and materials within three working days after their resignation becomes effective [6] - They are required to comply with confidentiality obligations regarding the company's trade secrets even after leaving [7] - Any violations of commitments or transfer of shares are subject to specific restrictions and obligations [8][9] Group 4: Accountability Mechanism - The board of directors will review any breaches of commitments or obligations by departing directors and senior management, with potential recovery of losses incurred [9] - Departing personnel can appeal the board's decisions regarding accountability within 15 days of notification [9]

科兴生物制药股份有限公司 独立董事候选人声明与承诺 （六）中共中央纪委、教育部、监察部《关于加强高等学校反腐倡廉建设的 意见》的相关规定（如适用）； （七）中国人民银行《股份制商业银行独立董事和外部监事制度指引》等的 相关规定（如适用）； 本人 HE RUYI（何如意），已充分了解并同意由提名人深圳科益医药控股有 限公司提名为科兴生物制药股份有限公司第三届董事会独立董事候选人。本人公 开声明，本人具备独立董事任职资格，保证不存在任何影响本人担任科兴生物制 药股份有限公司独立董事独立性的关系，具体声明并承诺如下： 一、本人具备上市公司运作的基本知识，熟悉相关法律、行政法规、部门规 章及其他规范性文件，具有五年以上法律、经济会计、财务、管理等履行独立董 事职责所必需的工作经验。 二、本人任职资格符合下列法律、行政法规和部门规章以及公司规章的要求： （一）《中华人民共和国公司法》等关于董事任职资格的规定； （二）《中华人民共和国公务员法》关于公务员兼任职务的规定（如适用）； （三）中国证监会《上市公司独立董事管理办法》和上海证券交易所自律监 管规则有关独立董事任职资格和条件的相关规定； （四）中共中央纪委、中共中央 ...

Core Points - The article outlines the regulations and procedures for selecting and appointing accounting firms by the company to ensure the quality of audit work and financial information [1][2][3] - The selection process requires approval from the audit committee and the board of directors, followed by a decision from the shareholders' meeting [1][2][3] - The company must ensure that the selected accounting firm meets specific qualifications and has a good track record in audit quality [2][3][5] Group 1: Selection Process - The audit committee is responsible for proposing the selection of accounting firms and must evaluate their performance annually [3][4] - The selection methods include competitive negotiation, public bidding, and other means to ensure fairness and transparency [3][5] - The evaluation criteria for accounting firms include audit fees, qualifications, past performance, and quality management systems [6][7] Group 2: Audit Fees and Adjustments - Audit fees must be approved by the shareholders' meeting, and any significant changes in fees must be disclosed [7][8] - If audit fees decrease by 20% or more compared to the previous year, the company must explain the reasons in its disclosure documents [7][8] Group 3: Termination and Reappointment - The company must reappoint or replace the accounting firm under specific circumstances, such as quality issues or inability to meet obligations [8][9] - The audit committee must conduct a thorough investigation of the previous and proposed accounting firms' performance before making a recommendation for reappointment [9][10] Group 4: Compliance and Oversight - The company is required to maintain records of the selection and appointment process for at least ten years [8][11] - The audit committee must report any violations of the selection process to the board of directors and take appropriate actions against responsible parties [11][12]

Core Viewpoint - The document outlines the management system for fund transactions between the company and its related parties, aiming to prevent fund occupation by related parties and protect the rights of the company and its shareholders [1][2]. Group 1: General Principles - The system is established to regulate fund transactions between the company and its controlling shareholders, actual controllers, and other related parties, in accordance with relevant laws and regulations [2]. - The definition of related parties and related transactions follows the guidelines set by the Science and Technology Innovation Board [2]. Group 2: Prevention of Fund Occupation - The company must prevent both operational and non-operational fund occupation by related parties, ensuring that funds are not used for purposes such as salary payments or debt repayments without proper transactions [3][4]. - The company must maintain independence in assets, personnel, finance, and operations from related parties [3][4]. Group 3: Fund Transaction Procedures - The board of directors is responsible for overseeing fund transactions with related parties, with the chairman being the primary responsible person [6][7]. - The finance department is tasked with daily implementation of measures to prevent fund occupation and must regularly report on non-operational fund transactions [7][8]. Group 4: Audit and Record Management - The finance department must maintain detailed records of fund transactions with related parties and ensure compliance with legal and regulatory requirements [8][9]. - Regular checks by the board of directors are mandated to verify if there are any fund occupations or resource transfers that could harm the company’s interests [9]. Group 5: Accountability and Penalties - Violations of the established regulations by directors, senior management, or finance personnel can lead to disciplinary actions, including financial penalties and potential legal consequences [10]. - The company is required to take legal action to recover funds occupied by related parties and seek compensation for any losses incurred [10].

Core Viewpoint - The company aims to enhance its corporate governance by improving the board structure and protecting the interests of minority shareholders and stakeholders through the establishment of a set of regulations for independent directors [1][2]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any position other than as a director or committee member and have no direct or indirect interests that could affect their independent judgment [2]. - Independent directors have a duty of loyalty and diligence to the company and all shareholders, and they must fulfill their responsibilities according to laws, regulations, and the company's articles of association [2][3]. Group 2: Meetings and Decision-Making - The company is required to hold independent director meetings at least once a year, with special meetings called as needed, ensuring all independent directors are notified in advance [4][5]. - Decisions made in independent director meetings require a majority agreement from all independent directors and must be documented, including the basis for opinions and the legality of discussed matters [4][5][6]. Group 3: Special Powers and Responsibilities - Independent directors have specific powers that require majority approval in their meetings, including hiring external consultants for audits or proposals to convene shareholder meetings [5][6]. - Independent directors must maintain confidentiality regarding meeting discussions and are responsible for signing off on meeting records [6]. Group 4: Implementation and Compliance - The regulations will take effect upon approval by the company's board and will be modified as necessary to comply with national laws and the company's articles of association [6]. - The board of directors holds the authority to interpret these regulations [6].