Group 1 - The company announced the approval of multiple proposals, including the issuance of H-shares and listing on the Hong Kong Stock Exchange [2]

Group 1 - The company held its 23rd meeting of the 4th Board of Directors on September 4, 2025, to discuss various proposals, all of which were approved unanimously by the attending directors [2][3]. - The board approved a proposal to issue H-shares and apply for listing on the Hong Kong Stock Exchange to enhance global development strategy and optimize capital structure [2][5][12]. - The issuance of H-shares will not exceed 15% of the total share capital post-issuance, subject to market conditions and regulatory approvals [12][14]. Group 2 - The board agreed on the issuance method, which includes public offerings in Hong Kong and international placements, with specific allocation strategies based on demand and investor qualifications [9][10][19]. - The board approved the use of proceeds from the H-share issuance for global expansion, technology development, capacity upgrades, and general corporate purposes [27][30]. - The company will transition to a foreign-funded joint-stock company after the H-share issuance and listing, allowing it to be publicly listed on both the Shanghai Stock Exchange and the Hong Kong Stock Exchange [30][32]. Group 3 - The board proposed to cancel the supervisory board, transferring its responsibilities to the audit committee, and to revise the company's articles of association accordingly [78][79]. - The company will appoint a new independent director and adjust the board's specialized committees to enhance governance structure [42][46]. - The board plans to hold a second extraordinary general meeting in 2025 to review the proposals discussed in the board meeting [73].

证券代码:688639 证券简称:华恒生物 公告编号:2025-036 安徽华恒生物科技股份有限公司 关于取消监事会、修订《公司章程》暨修订、制定及 废止公司内部管理制度的公告 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。 安徽华恒生物科技股份有限公司（以下简称"公司"）于2025年9月4日召 开第四届董事会第二十三次会议审议通过了《关于取消监事会及修订 <公司章> 程>的议案》《关于制定、修订及废止公司内部治理制度的议案》，现将有关事 项公告如下： 一、取消监事会的情况 根据《中华人民共和国公司法》（以下简称"《公司法》"）《关于新 <公> 司法>配套制度规则实施相关过渡期安排》等规定，结合公司实际情况，公司将 不再设置监事会，其职权由董事会审计委员会行使，公司《监事会议事规则》 相应废止。 在公司股东大会审议通过取消监事会事项前，公司第四届监事会仍将严格 按照《公司法》等法律法规和规范性文件的要求，勤勉尽责履行监督职能，继 续对公司经营、公司财务及公司董事、高级管理人员履职的合法合规性进行监 督，维护公司和全体股东的 ...

Core Viewpoint - Anhui Huaheng Biological Technology Co., Ltd. plans to appoint RSM Hong Kong as the auditing firm for its H-share issuance and listing on the Hong Kong Stock Exchange [1][2]. Group 1: Appointment of Auditing Firm - The company intends to hire RSM Hong Kong as the auditing institution for its H-share listing [1]. - RSM Hong Kong is a limited liability accounting firm established in Hong Kong in 2008, providing audit, tax, and consulting services to clients globally [1][2]. - RSM Hong Kong is registered as a public interest entity auditor under Hong Kong law and has not faced any criminal or administrative penalties in the past five years [2]. Group 2: Audit Fee Determination - The audit fee will be determined based on the complexity and requirements of the H-share issuance and listing, as well as the expertise and experience of the staff involved [2]. Group 3: Approval Process - The Audit Committee of the company has reviewed and approved the appointment of RSM Hong Kong, confirming its qualifications and independence [2][3]. - The Supervisory Board also approved the appointment of RSM Hong Kong for the H-share listing [3]. - The Board of Directors has agreed to propose the appointment to the shareholders' meeting for final approval [3][4].

Core Viewpoint - The company has announced a delay in the "Malic Acid Co-production Tryptophan Project," extending the expected operational date from 2025 to October 2026 due to project implementation and investment progress considerations [5][6][7]. Fundraising and Investment Project Overview - The company raised approximately RMB 699.99 million through a private placement of 21,122,510 shares at RMB 33.14 per share, with net proceeds after expenses amounting to RMB 683.81 million [1][2]. - The total planned investment for the projects was adjusted from RMB 700 million to RMB 683.81 million, with specific allocations for projects detailed in a table [2][3]. Fund Usage and Project Status - As of June 30, 2025, the company has fully utilized the raised funds for the "Succinic Acid Co-production Valine/Inositol Project" and the "Malic Acid Co-production Tryptophan Project," with investment ratios exceeding 100% for both projects [4]. - The company has established a special account for the management of the raised funds, ensuring compliance with regulatory requirements [2][3]. Delay Reasons and Impact - The delay in the "Malic Acid Co-production Tryptophan Project" is based on the need for technical upgrades to production equipment and alignment with market demand [5][6]. - The company asserts that the delay will not affect the project's investment direction, implementation entity, or method, and it does not pose any risk to shareholder interests [6][7]. Approval and Compliance - The board of directors and the supervisory board have approved the delay, and the decision complies with relevant regulations and internal governance [7][8].

Core Points - The candidate, Chen Jizhong, has been nominated as an independent director for Anhui Huaheng Biotechnology Co., Ltd. and confirms his qualifications and independence [1][4] - The candidate has over 5 years of relevant work experience in law, economics, accounting, finance, or management, and commits to attending the necessary training for independent directors [1][4] - The candidate declares that he meets the legal and regulatory requirements for independent directors as outlined by various Chinese laws and regulations [2][3][4] Summary by Sections - **Qualifications and Experience** - The candidate possesses basic knowledge of listed company operations and relevant laws and regulations, with over 5 years of experience in necessary fields [1][4] - The candidate has not yet obtained the required training certification but commits to completing the training [1][4] - **Independence Criteria** - The candidate confirms independence by stating he does not fall under any disqualifying conditions, such as holding significant shares or having close relationships with major stakeholders [2][3] - The candidate has no adverse records in the last 36 months, including no administrative or criminal penalties from regulatory bodies [3][4] - **Commitment to Responsibilities** - The candidate acknowledges the responsibilities of an independent director and guarantees the truthfulness and completeness of his statements [5][6] - The candidate commits to complying with all relevant laws and regulations during his tenure and will resign if he no longer meets the independence criteria [6]

Group 1 - The company held its 23rd meeting of the fourth board of directors, where it approved the election of a new independent director and adjustments to the specialized committees and their members [1][2] - Independent director Zhang Qifeng will step down after serving for six years, and the company will continue to fulfill his duties until a new independent director is elected at the shareholders' meeting [1][2] - Chen Jizhong has been nominated as the independent director candidate, pending approval from the Shanghai Stock Exchange and the shareholders' meeting [2][5] Group 2 - The company has restructured its specialized committees, changing the original nomination, remuneration, and assessment committee into separate nomination and remuneration committees [2][3] - The new composition of the specialized committees includes the Strategy and ESG Committee, Audit Committee, Nomination Committee, and Remuneration and Assessment Committee, each consisting of three members [3] - Chen Jizhong will serve as the convener of the Audit Committee upon his election as an independent director [3]

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].

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].

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]