股票简称：和元生物 股票代码：688238 2025 年第二次临时股东 大会会议资料 和元生物技术（上海）股份有限公司 OBiO Technology (Shanghai) Corp., Ltd. 2025 年 6 月 和元生物技术（上海）股份有限公司 2025 年第二次临时股东大会会议资料目录 | 2025 年第二次临时股东大会会议须知 | 2 | | --- | --- | | 2025 年第二次临时股东大会会议议程 | 4 | | 2025 年第二次临时股东大会会议议案 | 7 | | 议案一、《关于取消公司监事会并修订<公司章程>的议案》 | 8 | | 议案二、《关于修订公司部分治理制度的议案》 | 9 | | 议案三、《关于公司董事会换届选举暨选举第四届非独立董事（不含职工代表 | | | 董事）的议案》 | 11 | | 议案四、《关于公司董事会换届选举暨选举第四届独立董事的议案》 | 13 | 1 和元生物技术（上海）股份有限公司 2025 年第二次临时股东大会会议资料 和元生物技术（上海）股份有限公司 2025 年第二次临时股东大会会议资料 和元生物技术（上海）股份有限公司 2025 年第二 ...

和元生物技术（上海）股份有限公司（以下简称"公司"）首次公开发行股 票所募集资金已按计划投入使用完毕，公司将专门用于募集资金存储和使用的银 行账户予以注销，并于近日完成了相关银行账户的注销手续，现将具体情况公告 如下： 一、募集资金基本情况 证券代码：688238 证券简称：和元生物 公告编号：2025-044 和元生物技术（上海）股份有限公司 关于募集资金使用完毕并注销募集资金专户的公告 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。 根据中国证券监督管理委员会于 2022 年 1 月 11 日出具的《关于同意和元生 物技术（上海）股份有限公司首次公开发行股票注册的批复》（证监许可〔2022〕 61 号），并经上海证券交易所同意，公司向社会公开发行人民币普通股（A 股） 100,000,000 股，每股面值为人民币 1 元，发行价格为每股人民币 13.23 元，募 集资金总额为人民币 1,323,000,000.00 元，扣除发行费用后实际募集资金净额 为人民币 1,197,464,432.14 元。截至 2022 年 ...

Meeting Information - The shareholder meeting of He Yuan Biotechnology (Shanghai) Co., Ltd. is scheduled for June 27, 2025 [1][3] - The meeting will utilize a combination of on-site and online voting methods [1][3] - Online voting will be conducted through the Shanghai Stock Exchange's shareholder meeting voting system, available from 9:15 AM to 3:00 PM on the meeting day [1][3] Voting Procedures - Shareholders can vote via the trading system or the internet voting platform, with specific time slots for each [5][6] - Shareholders must ensure that their votes do not exceed their entitled voting rights, or those votes will be considered invalid [5] - The first voting result will prevail in case of duplicate votes through different methods [5] Attendance and Registration - Shareholders registered with China Securities Depository and Clearing Corporation Limited as of June 19, 2025, are eligible to attend the meeting [6] - Registration for the meeting will take place on June 20, 2025, at a specified location [8] Proxy Voting - Shareholders may appoint proxies to attend and vote on their behalf, with specific documentation required for the proxy [6][9] - The proxy must present identification and authorization documents to register for the meeting [6][9] Voting Methodology - The meeting will adopt a cumulative voting system for the election of directors and independent directors [9][10] - Each shareholder's voting power is proportional to the number of shares held, allowing for flexible distribution of votes among candidates [10]

Group 1 - The company held its 22nd meeting of the third board of directors on June 10, 2025, with all seven directors present, complying with relevant laws and regulations [1][2] - The board approved the nomination of four candidates for the fourth board of non-independent directors, with a term of three years starting from the approval date by the shareholders' meeting [2][3] - The board also approved the nomination of four candidates for the fourth board of independent directors, with the same term conditions as the non-independent directors [2][3] Group 2 - The company decided to abolish the supervisory board and amend its articles of association to enhance corporate governance, with the supervisory board's powers being transferred to the audit committee of the board [3][4] - The board approved the formulation and revision of several internal governance systems to align with the latest amendments to the articles of association and relevant regulations [4] - A proposal was made to convene the second extraordinary general meeting of shareholders in 2025 on June 27, 2025, which was also approved by the board [4][5]

Core Viewpoint - The company, He Yuan Biotechnology (Shanghai) Co., Ltd., is preparing for an early board of directors election as the current term will expire in September 2025, in accordance with relevant laws and regulations [1][2]. Board Election Summary - The fourth board of directors is proposed to consist of 9 members, including 5 non-independent directors (1 employee representative) and 4 independent directors [1]. - The board has nominated candidates for the fourth board, including Pan Oudong, Yin Shan, Pan Junyi, and Wang Fujie as non-independent directors, and Gao Guolei, Hao Mei, Wu Danfeng, and Hou Xuchao as independent directors [1][2]. - The independent director candidates must be approved by the Shanghai Stock Exchange before being submitted for shareholder meeting review [2]. - The second extraordinary general meeting of shareholders in 2025 will vote on the board election, with cumulative voting for both non-independent and independent directors [2]. Other Information - The current board has been diligent and contributed positively to the company's operations and development [3]. - The candidates for the board have met the qualifications required by relevant laws and regulations, and none are disqualified from serving as directors [2][3].

General Principles - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of He Yuan Biotechnology (Shanghai) Co., Ltd. and ensure that all shareholders can fully exercise their rights in electing directors, particularly protecting the interests of minority shareholders [2][4] - The cumulative voting system allows shareholders to have voting rights equal to the product of their shares and the total number of directors to be elected, enabling them to concentrate votes on one candidate or distribute them among several candidates [2][6] Nomination of Director Candidates - Non-employee representative director candidates can be nominated by the board or shareholders holding more than 1% of shares for over 90 days, with a limit on the number of candidates nominated [4][5] - Employee representative director candidates are elected through democratic processes by company employees [4][5] Voting Principles - Each shareholder's voting rights during the election of directors are calculated based on their shareholding and the number of directors to be elected [6][7] - Shareholders can choose to concentrate their votes on specific candidates or distribute them among all candidates, but cannot exceed the number of candidates to be elected [6][7] Election of Directors - Directors are elected based on the total votes received, with a requirement that the votes must exceed half of the total voting rights held by attending shareholders [9][10] - In cases of tied votes among candidates, specific procedures are outlined for resolving the tie and ensuring that the board remains compliant with legal requirements [9][10] Special Procedures for Cumulative Voting - The company must clearly state the use of the cumulative voting system in the notice for the shareholders' meeting and provide detailed voting instructions [11][12] - Shareholders can vote in person or authorize others to vote on their behalf, and online voting systems may also be utilized [11][12]

Core Points - The candidate, Hao Mei, has declared their qualifications and commitment to serve as an independent director for Yuan Biotechnology (Shanghai) Co., Ltd. [1] - The candidate possesses the necessary knowledge of company operations and relevant laws, with over five years of experience in legal, economic, accounting, and management fields [1] - The candidate confirms independence and does not fall under any disqualifying conditions as outlined by relevant regulations [1][2] Summary by Sections - **Qualifications**: The candidate meets the requirements set by various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors issued by the China Securities Regulatory Commission [1] - **Independence**: The candidate asserts independence, stating no direct or indirect relationships that could compromise their role, including not holding significant shares or positions in related companies [1] - **No Disciplinary Records**: The candidate has no adverse records in the last 36 months, including no administrative penalties from the China Securities Regulatory Commission or criminal charges [2][3] - **Commitment to Responsibilities**: The candidate acknowledges the responsibilities of an independent director and commits to adhering to all relevant laws and regulations, ensuring sufficient time and effort to fulfill their duties [4]

General Principles - The information disclosure management system aims to standardize the disclosure behavior of the company and protect investors' rights [1][2] - Information refers to any matters that may significantly impact the company's stock trading price or investment decisions [1][2] Information Disclosure Requirements - Information disclosure must be timely, fair, and ensure the content is true, accurate, complete, and easy to understand [5][6] - The company and related parties must disclose information based on objective facts and avoid misleading statements [3][6] Disclosure of Major Events - The company must disclose significant events that may impact stock prices, even if they do not meet specific legal disclosure standards [8][9] - The company should provide comprehensive information reflecting its business, technology, finance, governance, competitive advantages, industry trends, and policy impacts [9][12] Regular Reporting - The company is required to disclose annual, semi-annual, and quarterly reports within specified timeframes [20][21] - Annual reports must include basic company information, major financial data, stock and bond issuance details, and other regulatory requirements [22][23] Risk Disclosure - The company must disclose risks that could significantly impact its core competitiveness and operational activities [12][29] - Specific risks include technological changes, market competition, and macroeconomic factors [30][31] Temporary Reporting - Temporary reports must be issued for significant events that could affect the trading price of the company's securities [42][43] - Major events include large compensation liabilities, significant asset impairments, and changes in shareholder equity [43][44] Related Party Transactions - The company must ensure the legality, necessity, and fairness of related party transactions and disclose them when they meet certain thresholds [49][50] - Transactions with related parties must be disclosed if they exceed specified financial limits [50][51] Industry Information and Business Risks - The company should proactively disclose industry information that may significantly affect stock prices or investment decisions [56][57] - Information should include industry characteristics, technological advancements, and competitive advantages [57][58]

Core Points - The company, He Yuan Biotechnology (Shanghai) Co., Ltd., was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and is registered with the Shanghai Municipal Market Supervision Administration [1][2] - The company was approved by the Shanghai Stock Exchange on November 4, 2021, and registered with the China Securities Regulatory Commission on January 11, 2022, for its initial public offering of 100 million shares, which were listed on the STAR Market on March 22, 2022 [2] - The registered capital of the company is RMB 649.0367 million [2] - The company aims to develop high-tech industries and expand both domestic and international markets while ensuring reasonable returns for shareholders and creating positive social effects [6] Company Structure - The company is a permanent joint-stock company, with the board of directors acting as the legal representative [2][3] - The legal representative is responsible for civil activities conducted in the company's name, and the company bears civil liability for actions taken by the legal representative [3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3] Business Operations - The company's business scope includes drug production, entrusted drug production, and various technical services in the biomedical field [6] - The company operates under principles of honesty and legality, aiming to optimize management and develop high-tech industries [6] Share Issuance and Management - The company issues registered shares, all of which are ordinary shares, with a total of 649.0367 million shares issued [7] - The shares are stored in a centralized manner at the Shanghai branch of China Securities Depository and Clearing Corporation Limited [7] - The company can increase its registered capital through various methods, including issuing shares to unspecified or specific objects, subject to shareholder approval [9] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and other benefits proportional to their shareholdings [15] - Shareholders are required to comply with laws and the company's articles of association, and they cannot withdraw their capital except as permitted by law [20] - The company has provisions for shareholders to propose and vote on various matters, including the election of directors and approval of financial reports [23][29] Governance and Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [48][52] - The board of directors is responsible for convening shareholder meetings and ensuring compliance with legal and regulatory requirements [52][54] - Shareholder meetings must be documented, and records must be maintained for a minimum of 10 years [78]

Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of the company's and shareholders' legitimate rights and interests [2][4]. Group 1: General Principles - The management system aims to strengthen and standardize the company's fund management and prevent the occupation of company funds by controlling shareholders and related parties [2]. - The system applies to financial interactions between the controlling shareholder, actual controller, related parties, and subsidiaries included in the company's consolidated financial statements [2][4]. - The term "occupation of company funds" includes both operational and non-operational fund occupations [3]. Group 2: Prevention Principles - The company must strictly prevent fund occupation during operational transactions with controlling shareholders and related parties, prohibiting the provision of funds for non-operational expenses [4][5]. - Specific prohibited actions include providing funds for salaries, welfare, and other expenses, as well as unauthorized loans to controlling shareholders and related parties [5][6]. Group 3: Management Measures - The board of directors is responsible for managing the prevention of fund occupation, with directors and senior management having a legal obligation to maintain the safety of company funds [6][7]. - A leadership group is established to oversee daily management and supervision of fund occupation prevention, led by the chairman and including the general manager and financial officer [6][7]. Group 4: Accountability and Penalties - Controlling shareholders and actual controllers who violate the system and cause losses to the company must bear compensation responsibilities, and relevant responsible persons will face corresponding penalties [7][8]. - The board of directors will take serious actions against directors and senior management who facilitate or condone fund occupation, including potential criminal liability [8][9]. Group 5: Additional Provisions - The company must develop a debt recovery plan in case of fund occupation and report to regulatory authorities as required [10]. - The management system will be effective upon approval by the board of directors and will be revised as necessary to comply with national laws and regulations [10].