华兰疫苗: 关于修订《公司章程》及制定、修订部分治理制度的公告

Core Viewpoint - The company, Hualan Biological Engineering Inc., is revising its articles of association and related governance documents to comply with new regulations and improve corporate governance practices [1]. Summary by Sections Revision of Articles of Association - The company is amending its articles of association and related rules to align with the new Company Law and relevant regulations [1]. - Specific changes include the role of the chairman as the legal representative and the process for appointing a new legal representative within 30 days of resignation [2]. - The company can now provide financial assistance for acquiring its shares, with a limit of 10% of the total issued capital, subject to board approval [2]. Governance Procedures - Shareholders have the right to request the court to declare board resolutions invalid if they violate laws or regulations [3]. - Minor procedural flaws in meetings do not invalidate resolutions unless they have a substantial impact [4]. - Shareholders holding more than 5% of shares must report any pledging of their shares to the company [5]. Responsibilities of Directors and Shareholders - Directors and senior management must act in the best interests of the company and its shareholders, with specific duties outlined to prevent conflicts of interest [6][7]. - The company’s controlling shareholders and actual controllers are required to exercise their rights without harming the interests of the company or other shareholders [8]. Independent Directors - Independent directors must maintain their independence and are subject to specific qualifications and responsibilities to protect minority shareholders' rights [27][28]. - The company is required to evaluate the independence of its independent directors annually [27]. Committees and Decision-Making - The board of directors will establish various committees, including an audit committee, to oversee financial reporting and compliance [30]. - Major investment decisions must be reviewed by relevant experts and approved by the shareholders [24][30].