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].

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].

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].

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]

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]

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 ...

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]

Core Points - The document outlines the rules governing the board of directors of Anhui Huaheng Biotechnology Co., Ltd, aiming to ensure efficient operation and scientific decision-making [2][4][5] Chapter Summaries Chapter 1: General Principles - The rules are established based on the Company Law, Corporate Governance Guidelines, and the company's articles of association [2] Chapter 2: Directors - Directors must not be in situations that disqualify them from serving as per the Company Law and articles of association [2] - Directors are elected for a term of three years and can be re-elected [3] - Directors must fulfill their duties with loyalty and diligence, and failure to attend meetings may lead to replacement [3][4] - Directors can resign before their term ends, but must complete handover procedures [3][4] Chapter 3: Composition and Powers of the Board - The board consists of nine directors, including three independent directors, and has a chairperson [4][5] - The board is responsible for convening shareholder meetings, executing resolutions, and making key operational decisions [5][6] Chapter 4: Board Meetings - The chairperson convenes meetings, and a quorum requires the presence of more than half of the directors [11][12] - Regular meetings must occur at least twice a year, with timely notifications to all directors [12][13] Chapter 5: Voting Procedures - Each director has one vote, and decisions require a majority of present directors [41][42] - Directors must declare conflicts of interest and abstain from voting in such cases [44][45] Chapter 6: Implementation of Resolutions - Resolutions passed by the board must be executed by the general manager and monitored for compliance [51][52] Chapter 7: Independent Directors - The board includes three independent directors who have specific rights and responsibilities as per the company's regulations [50] Chapter 8: Amendments and Effectiveness - The rules take effect upon approval by the shareholders and are subject to amendments as necessary [54][55]

安徽华恒生物科技股份有限公司 董事和高级管理人员所持公司股份及其 变动管理制度 第一条 为加强对安徽华恒生物科技股份有限公司（以下简称"公司"）董 事和高级管理人员持有公司股份及买卖公司股票行为的申报、披露与监督，根据 《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证 券法》（以下简称"《证券法》"）、中国证监会《上市公司董事和高级管理人 员所持本公司股份及其变动管理规则》《上海证券交易所科创板股票上市规则》 《上海证券交易所上市公司自律监管指引第 15 号——股东及董事、高级管理人 员减持股份》法律、法规、规范性文件以及《安徽华恒生物科技股份有限公司章 程》（以下简称"《公司章程》"）的有关规定，结合本公司的实际情况，特制 定本制度。 第二条 公司董事和高级管理人员在买卖公司股票及其衍生品种前，应知悉 《公司法》《证券法》等法律、法规、规范性文件关于内幕交易、操纵市场等禁 止行为的规定，不得进行违法违规的交易。 第三条 公司董事和高级管理人员所持公司股份，是指登记在其名下和利用 他人账户持有的所有本公司股份。公司董事和高级管理人员从事融资融券交易 的，其所持本公司股份还包括记载在其信用 ...

证券代码：688639 证券简称：华恒生物 公告编号：2025-035 安徽华恒生物科技股份有限公司 第四届监事会第十八次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况 安徽华恒生物科技股份有限公司（以下简称"公司"）第四届监事会第十八 次会议于 2025 年 9 月 4 日在公司会议室以现场结合通讯方式召开。本次会议应 到监事 3 人，实到监事 3 人。会议通知已于 2025 年 8 月 25 日以专人递送方式送 达全体监事。会议由监事会主席刘洋召集和主持。本次会议的召集、召开符合《中 华人民共和国公司法》和《公司章程》的有关规定。 二、监事会会议审议情况 经与会监事审议，议案表决结果如下： （一） 审议通过《关于公司发行 H 股股票并在香港联合交易所有限公司上 市的议案》 为深入推进公司全球化发展战略，提升品牌影响力与核心竞争力，巩固行业 领先地位，充分借助国际资本市场的资源与机制优势，优化资本结构，拓宽多元 融资渠道，全面提升公司治理水平和综合实力，公司拟发行境外上市外资股（H ...