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华恒生物: 安徽华恒生物科技股份有限公司关于选举第四届董事会职工代表董事的公告
Zheng Quan Zhi Xing· 2025-09-04 16:18
Core Viewpoint - The company has elected MAO JIANWEN as the employee representative director for its fourth board of directors, ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: Election Details - The election took place during the first employee representative meeting on September 4, 2025, where MAO JIANWEN was approved as the employee representative director [1]. - MAO JIANWEN previously served as a director on the fourth board and will now hold the position of employee representative director, with no changes to the overall composition of the board [1]. Group 2: Compliance and Qualifications - The board's composition, including directors who are also senior management and employee representatives, does not exceed half of the total number of directors [1]. - MAO JIANWEN holds a bachelor's degree in applied chemistry and a PhD from the University of Strathclyde, with extensive experience in leadership roles at Ciba and BASF [4]. - He currently holds 210,250 shares in the company, representing 0.08% of the total share capital, and has no conflicts of interest with major stakeholders [4].
华恒生物: 安徽华恒生物科技股份有限公司关于修订及制定发行境外上市股份后适用的公司治理制度的公告
Zheng Quan Zhi Xing· 2025-09-04 16:18
Core Viewpoint - Anhui Huaheng Biological Technology Co., Ltd. plans to issue H-shares and apply for listing on the Hong Kong Stock Exchange, necessitating revisions and formulations of internal governance systems to comply with relevant regulations [1][2]. Group 1: Governance System Revisions - The company held its 23rd meeting of the 4th Board of Directors on September 4, 2025, where it approved the proposal to revise and formulate internal governance systems applicable after the issuance of H-shares [1]. - The governance systems to be revised or formulated include a total of 18 items, with the first 6 requiring approval from the shareholders' meeting and the remaining 12 approved by the Board of Directors [2]. - The revised governance system drafts were disclosed on the Shanghai Stock Exchange website on the same day as the board meeting [2]. Group 2: Implementation and Authorization - The revised governance systems will take effect from the date of the company's H-share listing, while the existing governance systems will remain in effect until further revisions are made [2]. - The shareholders' meeting is requested to authorize the Board of Directors and/or its authorized personnel to make adjustments and modifications to the approved documents as necessary, based on domestic and foreign laws and regulations [2].
华恒生物: 股份回购管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-04 16:18
Core Points - The article outlines the share repurchase management system of Anhui Huaheng Biotechnology Co., Ltd, aiming to regulate share buybacks and protect investors' rights [2][3][4] Group 1: General Principles - The company establishes this system based on various laws and regulations, including the Company Law and Securities Law, to standardize share repurchase behavior [2] - The company may repurchase shares under specific circumstances, such as reducing registered capital, employee stock ownership plans, or maintaining company value and shareholder rights [2][3] - The board of directors must consider the company's financial status and ensure that repurchase plans align with actual financial conditions [3][4] Group 2: Implementation Regulations - The company must ensure that share repurchases comply with legal requirements and do not harm the rights of shareholders and creditors [3][4] - The repurchase can be conducted through methods such as centralized bidding or tender offers, and the company must disclose the repurchase plan and its purpose [5][10] - The repurchase period is limited to a maximum of twelve months for certain conditions and three months for others [6][12] Group 3: Funding and Pricing - The funds for repurchase must be legally sourced, including self-owned funds, funds raised from issuing preferred shares or bonds, and other legitimate sources [14][15] - The company must set a reasonable price range for the repurchase, ensuring that the upper limit does not exceed 150% of the average trading price over the previous 30 trading days [16][17] Group 4: Disclosure and Reporting - The company is required to disclose the progress of share repurchases regularly, including the number of shares repurchased and the total amount spent [35][36] - Any changes to the repurchase plan must be disclosed promptly, along with the reasons for such changes [36][37] Group 5: Handling of Repurchased Shares - Repurchased shares must be handled according to the disclosed purposes, and if not transferred as planned, they must be canceled after a three-year holding period [46][47] - The company must report the results of the repurchase and any changes in shareholding structure after the completion of the repurchase [48][49]
华恒生物: 信息披露管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-04 16:18
Core Viewpoint - The document outlines the information disclosure management system of Anhui Huaheng Biotechnology Co., Ltd, emphasizing the importance of accurate, timely, and fair information disclosure to protect the rights of the company and its investors [1][2]. Group 1: General Principles - The information disclosure management system is established to ensure the company's operations are standardized and to manage information disclosure affairs effectively [1]. - The system applies to various personnel and institutions within the company, including the board of directors, senior management, and other relevant parties [1][2]. Group 2: Basic Principles of Information Disclosure - The company must adhere to the principle of fair information disclosure, ensuring all investors receive the same information simultaneously [4][5]. - Information must be disclosed in a timely manner, defined as within two trading days from the triggering event [6]. - Disclosures should be based on objective facts and should not contain misleading statements or exaggerations [7][8]. Group 3: Content of Information Disclosure - Regular reports include annual, semi-annual, and quarterly reports, which must disclose any information that significantly impacts investor decision-making [22][23]. - The annual report must be audited by a qualified accounting firm, while the semi-annual report may not require an audit unless specific conditions are met [22][23]. Group 4: Procedures for Information Disclosure - The process for disclosing information involves several steps, including application, review, and publication, with the board secretary playing a crucial role [35][36]. - Major events must be reported immediately, detailing the cause, current status, and potential impact [29][30]. Group 5: Responsibilities and Management - The chairman of the board is the primary responsible person for information disclosure, while the board secretary manages the day-to-day affairs [42][43]. - The securities investment department is responsible for drafting and managing the disclosure of regular and temporary reports [43][44]. Group 6: Confidentiality Measures - Individuals with insider information are required to maintain confidentiality and are prohibited from disclosing such information before it is officially released [52][53]. - The company may establish internal confidentiality protocols to manage the flow of sensitive information [53][54].
华恒生物: 对外投资管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-04 16:18
Core Points - The article outlines the external investment management system of Anhui Huaheng Biotechnology Co., Ltd, aiming to strengthen internal control and management of external investments, prevent errors, fraud, and risks, and enhance investment efficiency [2][3]. Group 1: External Investment Definition and Principles - External investment refers to the company's investment activities, including risk investments such as securities and derivatives, and long-term equity investments that are not intended for immediate liquidation [2]. - The principles of external investment include compliance with national laws and regulations and alignment with national industrial policies [3]. Group 2: Decision-Making and Approval Process - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and chairman, each with specific authority [4]. - Investments meeting certain thresholds must be submitted for board review, including transactions where total asset value exceeds 10% of the latest audited total assets or where transaction amounts exceed 10% of the company's market value [4][5]. - For significant investments, board approval is required before submission to the shareholders' meeting [5]. Group 3: Management and Oversight - The investment business department is responsible for collecting information, evaluating projects, and monitoring the implementation of annual investment plans [11]. - The board's audit committee conducts regular audits of external investments, ensuring that projects meet expected benefits and reporting any underperforming projects [8]. Group 4: Financial Management and Auditing - The finance department maintains comprehensive financial records for external investment projects, ensuring compliance with accounting standards [23]. - Regular audits of controlling subsidiaries are conducted to analyze financial conditions and protect the company's interests [25][26]. Group 5: Personnel Management - The company appoints or recommends directors and senior management for invested companies, ensuring they fulfill their responsibilities and report on investment conditions [20][21].
华恒生物: 募集资金管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-04 16:18
Core Viewpoint - The document outlines the fundraising management system of Anhui Huaheng Biotechnology Co., Ltd., emphasizing the importance of proper management, usage, and supervision of raised funds to enhance efficiency and effectiveness in line with national policies and regulations [2][3]. Fundraising Management - The company must ensure that raised funds are used exclusively for designated purposes, primarily in main business areas that enhance competitiveness and innovation [2][3]. - The board of directors is responsible for monitoring the management and usage of raised funds to prevent investment risks and ensure safety [3][4]. - Related parties, including major shareholders and actual controllers, are prohibited from misusing the raised funds for personal gain [3][4]. Fund Storage and Usage - Raised funds must be stored in a dedicated account approved by the board of directors, and a tripartite supervision agreement must be signed with the financial advisor and the bank within one month of fund receipt [4][5]. - The company is required to use the raised funds according to the investment plan outlined in the issuance application documents, and any significant deviations must be promptly disclosed [5][6]. Project Management - The company must establish project management systems to monitor the application of funds, project progress, and quality [6][7]. - If a project faces significant changes in market conditions or delays, the company must reassess its feasibility and disclose the findings [6][7]. Cash Management - Temporarily idle raised funds can be managed through cash management products, which must be safe and liquid, with specific conditions outlined [8][9]. - Any temporary use of raised funds for working capital must be approved by the board and disclosed [9][10]. Use of Excess Funds - Excess funds must be allocated to ongoing or new projects, or for share repurchases, with a clear plan disclosed to shareholders [10][11]. - Any changes in the use of raised funds must be approved by the board and disclosed, ensuring that new projects align with the company's main business [12][13]. Reporting and Supervision - The company must provide accurate and complete disclosures regarding the actual use of raised funds, including any significant impacts on investment plans [26][27]. - An annual report must include verification from accounting firms regarding the management and usage of raised funds [14][15].
华恒生物: 关联交易管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-04 16:18
Core Points - The document outlines the management system for related party transactions of Anhui Huaheng Biotechnology Co., Ltd, aiming to standardize transactions and protect the interests of the company and its shareholders [1][2][3] Group 1: General Principles - Related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [1] - The company should take measures to regulate related party transactions to minimize and avoid them [1] Group 2: Definition of Related Parties - Individuals or entities that control the company directly or indirectly, hold more than 5% of shares, or are company directors or senior management are considered related parties [2][3] - Related transactions include asset purchases or sales, external investments, project transfers, and other transactions that may lead to resource or obligation transfers [3][4] Group 3: Decision-Making Procedures - Related directors must abstain from voting on related party transactions, and decisions require a majority of non-related directors [4][5] - Related shareholders must also abstain from voting, and their shares will not count towards the total valid votes [5][6] Group 4: Approval and Disclosure Requirements - Transactions exceeding certain thresholds must be approved by independent directors and disclosed [6][7] - Transactions with related individuals over 300,000 yuan or with related entities exceeding 0.1% of total assets or 3 million yuan require board approval [6][7] Group 5: Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, except under specific conditions [8][9] - Guarantees for related parties require approval from a majority of non-related directors and must be disclosed to shareholders [7][8] Group 6: Compliance and Accountability - The company must take protective measures against losses caused by related parties and hold responsible individuals accountable [11][12] - Financial management must adhere to strict regulations when dealing with related parties to prevent misuse of company resources [12][14] Group 7: Miscellaneous Provisions - The document specifies that the term "above" includes the stated number, while "below" and "exceed" do not [15] - The market value for related transaction disclosures is defined as the average closing market value over the 10 trading days prior to the disclosure [15]
华恒生物: 对外担保管理制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-04 16:18
Core Points - The document outlines the external guarantee management system of Anhui Huaheng Biotechnology Co., Ltd, aiming to standardize external guarantee behavior, control risks, and ensure asset safety [1][2] - The system applies to the company and its subsidiaries, defining external guarantees as the guarantees provided by the company for others, including those for its subsidiaries [1][2] - The company emphasizes the need for legal, prudent, mutual benefit, and safety principles in external guarantees, with strict risk control measures [2][3] Group 1 - External guarantees must be managed uniformly by the company, and subsidiaries cannot provide guarantees without approval [2][3] - Guarantees require the counterpart to provide counter-guarantees, which must be from parties with actual capacity to bear responsibility [2][3] - Any guarantee actions must be approved by the shareholders' meeting or the board of directors [2][3] Group 2 - The company does not proactively provide guarantees; requests must come from the guaranteed enterprises, which should have good operational status and repayment ability [10][11] - The company must analyze the credit status and risks of the guaranteed party before deciding on the guarantee [10][11] - Required documentation for guarantee applications includes basic enterprise information, financial reports, and repayment plans [10][11] Group 3 - The board of directors must thoroughly investigate the operational and credit status of the guaranteed party before approving guarantees [10][11] - The highest decision-making body for external guarantees is the shareholders' meeting, with specific thresholds for approval based on net assets and total assets [10][11] - The shareholders' meeting must approve guarantees exceeding certain limits, such as 10% of the latest audited net assets [10][11] Group 4 - Guarantee contracts must be written and include essential details such as the type and amount of the principal debt [10][11] - The company must manage guarantee contracts and related documents properly, ensuring their completeness and accuracy [10][11] - If a guaranteed party fails to fulfill repayment obligations, the company must prepare to initiate counter-guarantee recovery procedures [10][11] Group 5 - The company is responsible for disclosing external guarantee matters in accordance with regulations after board or shareholder approval [10][11] - Any department or individual involved in external guarantees must report to the board secretary and provide necessary documentation for disclosure [10][11] - Individuals responsible for guarantee matters must adhere to procedures and may face liability for violations [10][11]
华恒生物: 独立董事工作制度(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-04 16:18
第一条 为进一步完善安徽华恒生物科技股份有限公司(以下简称"公司") 法人治理结构,促进公司规范运作,保障公司独立董事依法独立行使职权,根据 《中华人民共和国公司法》(以下简称"公司法")、《上市公司治理准则》、 《上市公司独立董事管理办法》(以下简称"管理办法")、《上海证券交易所 科创板股票上市规则》(以下简称"《科创板上市规则》")和其他法律法规以 及《安徽华恒生物科技股份有限公司章程》(以下简称"公司章程"),制定本 制度。 第二章 一般规定 安徽华恒生物科技股份有限公司 独立董事工作制度 第一章 总则 第二条 独立董事是指不在公司担任除董事外的其他职务,并与公司及公司 主要股东、实际控制人不存在直接或者间接利害关系,或者其他可能影响其进行 独立客观判断关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉的义务。独立董事应当 按照相关法律法规、管理办法和公司章程的要求,认真履行职责,在董事会中发 挥参与决策、监督制衡、专业咨询作用,维护公司整体利益,尤其要关注中小股 东的合法权益不受损害。 第四条 独立董事应当独立履行职责,不受公司主要股东、实际控制人或者其 他与公司存在利害关系的单位或个人的 ...
华恒生物: 股东会议事规则(2025年9月修订)
Zheng Quan Zhi Xing· 2025-09-04 16:18
General Principles - The rules are established to regulate the behavior of Anhui Huaheng Biotechnology Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law and Securities Law [2][3] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [2][3] Shareholder Meeting Types - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [2][3] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [2][3] Meeting Convening Procedures - The board of directors must convene meetings within the stipulated time and must respond to requests from independent directors or shareholders holding over 10% of shares within ten days [4][5] - If the board fails to convene a meeting, the audit committee or shareholders can independently call for a meeting [5][6] Proposal and Notification - Shareholders holding over 1% of shares can submit temporary proposals ten days before the meeting, which must be included in the meeting agenda [7][8] - Notifications for annual meetings must be sent at least twenty days in advance, while temporary meetings require a fifteen-day notice [9][10] Meeting Conduct - Meetings must be held at the company's registered location or a specified place in the notice, and the location cannot be changed without valid reasons [10][11] - Shareholders can attend in person or by proxy, and the company must ensure a fair voting process [10][11] Voting and Decision Making - Each share carries one vote, and shareholders must declare their voting intentions as agree, disagree, or abstain [17][18] - Voting results must be announced immediately after the meeting, and detailed records of the meeting must be maintained for at least ten years [19][20] Legal Compliance and Reporting - Any resolutions passed must be reported to the relevant regulatory bodies, and the company must comply with all legal obligations regarding shareholder rights [21][22] - The company must ensure that decisions made at shareholder meetings do not violate laws or regulations [21][22]