Securities code: Hvsen Biotechnology Co.Ltd(300871) securities abbreviation: Hvsen Biotechnology Co.Ltd(300871) Announcement No.: 2022025 convertible bond Code: 123132 convertible bond abbreviation: Huisheng convertible bond
Hvsen Biotechnology Co.Ltd(300871)
Announcement on changing the registered capital and amending the articles of Association
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as "the company") held the 23rd Meeting of the second board of directors on March 10, 2022, deliberated and adopted the proposal on Amending the Hvsen Biotechnology Co.Ltd(300871) articles of Association, and now the relevant matters are announced as follows:
1、 Changes in registered capital
The company's performance assessment results in 2021 failed to meet the performance assessment objectives of the first restricted stock lifting period of the restricted stock incentive plan in 2021. The company plans to repurchase and cancel 195200 shares of the corresponding restricted stock in the first restricted stock lifting period. After the cancellation of this repurchase, the registered capital of the company will be reduced from 16624852700 yuan to 16605332700 yuan, and the total share capital will be reduced from 166248527 shares to 166053327 shares. Therefore, the company plans to reduce its capital in accordance with the provisions of relevant laws and regulations, and modify the provisions on registered capital and total shares in the articles of association accordingly. 2、 Notes on the amendment of the articles of Association
In addition to the revision of the above provisions related to registered capital and total share capital, in order to improve the company's management level and improve the company's governance structure, In accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the guidelines for the articles of association of listed companies (revised in 2022), the Listing Rules of gem shares of Shenzhen Stock Exchange (revised in 2020), the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, through comparison and self inspection, In combination with the actual situation and the regulatory requirements of companies listed on GEM, the company plans to revise and improve other provisions of the articles of association accordingly.
The specific amendments are as follows:
Before and after revision
Article 2 Hvsen Biotechnology Co.Ltd(300871) is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the "company") in accordance with Article 2 Hvsen Biotechnology Co.Ltd(300871) is a joint stock limited company established in accordance with the company law and other relevant provisions. Company (hereinafter referred to as "the company").
The company is a joint-stock company established by Wuhan Hvsen Biotechnology Co.Ltd(300871) Technology Co., Ltd. in the form of overall change; A joint-stock company established by the Administration for Industry and Commerce of Hubei Province; Registered with Wuhan Municipal Administration of Hubei Province and obtained the business license, registered with the unified social information market supervision and administration and obtained the business license. The unified code is 9142011273354032x9. Social Credit Code: 9142011273354032x9.
Article 6 the registered capital of the company is RMB 166248527. Article 6 the registered capital of the company is RMB 166053327. Yuan.
No [new clause] Article 13 the Communist Party of China shall be established to organize and carry out party activities in accordance with the provisions of the constitution of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 20 the total number of shares of the company is 166248527. Article 21 the total number of shares of the company is 166053327, all of which are ordinary shares and no other types of shares. Shares, all ordinary shares, no other types of shares.
Article 25 a company may choose to purchase its own shares. Article 26 a company may purchase its own shares in one of the following ways: public centralized trading, or laws, administrative regulations and (1) centralized bidding trading in stock exchanges; Other methods approved by the CSRC.
（2） Method of offer; Where a company purchases its own shares, it shall comply with the Securities Law (III) and other methods approved by the CSRC. Perform the obligation of information disclosure in accordance with the provisions of. If the company acquires its shares under the circumstances specified in Article 24 (III), Article 15 (III), (V), (VI) and (VI) of the articles of association due to Article 2 of the articles of association, the acquisition of its shares under the specified circumstances shall be carried out through public centralized trading. Centralized trading.
Article 26 Where the company purchases its shares under the circumstances specified in Article 24 (I) and Article 27 of the articles of association, and purchases its shares under the circumstances specified in items (I) and (II) of Article 25 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; The company shall be resolved by the general meeting of shareholders due to Article 24 of the articles of Association; If the company purchases the shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 25 and items (III), (V) and (VI) of Article 25 of the articles of association, and the shares of the company are purchased by more than two-thirds of the directors, it can be resolved at the meeting of the board of directors in accordance with the provisions of the articles of association. Regulations or authorization of the general meeting of shareholders, after more than two-thirds of the directors of the company purchase the shares of the company in accordance with Article 24, the resolution of the meeting of the board of directors attended. In the case of item (I), it shall be cancelled within 10 days after the company purchases its shares in accordance with Article 25 from the date of acquisition; In the case of items (II) and (IV), in the case of item (I), it shall be transferred or cancelled within 6 months from the date of acquisition; Cancellation within the third day; If it falls under the circumstances of items (II), (IV), (V) and (VI), the company shall transfer or cancel it within 6 months; If the number of shares of the company calculated and held in Item (III) shall not exceed the number of shares issued, item (V) and item (VI), 10% of the total shares of the company shall be transferred within 3 years, or the number of shares of the company calculated and held shall not exceed the number of shares issued and cancelled by the company.
The total amount of shares transferred shall be cancelled within 10 years.
Article 30 directors, supervisors and senior managers of the company; Article 31 directors, supervisors and senior managers of the company and shareholders holding more than 5% of the company's shares, Sell the company's shares or other equity securities held by them within six months after buying the company's shares or other equity securities, or sell them within six months after selling them, or buy them within six months after selling them, and the proceeds therefrom belong to the company, and the directors of the company buy them, The income thus obtained belongs to the company, and the board of directors of the company will recover its income. However, the securities company will recover its income due to contracting. However, the securities company
Except for those who hold more than 5% of the shares due to the purchase of after-sales surplus stocks or other equity securities, and those who hold more than 5% of the shares due to the purchase of after-sales surplus stocks or other equity securities, and those who hold more than 5% of the shares due to the securities issued by the State Council, as well as other circumstances stipulated by the securities regulatory authority of the CSRC. Except for other circumstances specified.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement the provisions within 30 days. If the board of directors of the company fails to execute within the above-mentioned time limit of the shares or other certificates with the nature of equity held by the shareholders, the shareholders have the right to bring a lawsuit directly to the people's court in their own name for the interests of the company, including those held by their spouses, parents and children. If the board of directors of a company whose shares or other shares are held in a securities account do not comply with the provisions of paragraph 1, it shall be liable.
The responsible directors shall be jointly and severally liable according to law. If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Article 38 The shareholders of the company shall undertake the following obligations: Article 39 The shareholders of the company shall undertake the following obligations:
（1） Abide by laws, administrative regulations and the articles of Association; （1） Abide by laws, administrative regulations and the articles of Association;
（2） Pay the share capital according to the shares subscribed and the way of participation; （2） Pay the share capital according to the shares subscribed and the way of participation; （3） No withdrawal of shares shall be allowed except under the circumstances prescribed by laws and regulations; （3） No withdrawal of shares shall be allowed except under the circumstances prescribed by laws and regulations; （4） (4) not abuse the rights of shareholders to damage the interests of the company or other shareholders; The independent status of the company's legal person and the interests of shareholders shall not be abused; The independent status of the company's legal person and the limited liability of shareholders shall not be abused to damage the interests of the company's creditors; Shareholders of the company abuse limited liability to damage the interests of creditors of the company; If the shareholders' rights cause losses to the company or other shareholders, they shall (V) be liable for compensation according to law if they should be borne according to laws, administrative regulations and the articles of association. Other obligations.
Where a shareholder of a company abuses the independent status of a company as a legal person or a shareholder limited company abuses the rights of a shareholder, thereby causing liability to the company or other shareholders, evading debts and seriously damaging the interests of creditors of the company, and causing losses, he shall be liable for compensation according to law. The company's shares shall be jointly and severally liable for the company's debts. (V) the shareholders and their related parties shall not occupy or transfer the debts of the company, which seriously damages the interests of the creditors of the company, and shall be responsible for the funds, assets and other resources; In case of the above-mentioned circumstances, the company shall be jointly and severally liable for its debts. The directors, supervisors and senior managers of the company are obliged to take necessary and legal measures to recover the occupied and transferred funds, assets and other resources, and the relevant shareholders and their related parties are obliged to return, restore or compensate; (VI) truthfully provide the identity, address, seal and signature to the company, and timely inform the company of any change; (VII) other obligations required by laws, administrative regulations and the articles of association. Article 41 the general meeting of shareholders is the authority of the company. According to Article 42, the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
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（13） Review and approve the equity incentive plan; （13） Review and approve the equity incentive plan and employee stock ownership plan
（14） Deliberating and approving the plan stipulated in Article 42 of the articles of Association;
Guarantee matters of the; （14） Review and approve the guarantee matters specified in the articles of Association; （15） Review and decide that the company will purchase and sell major assets within one year (XV) review and decide that the amount of major assets purchased and sold by the company within one year exceeds the latest audited total assets of the company, and the amount of assets exceeds the latest audited total assets of the company
30% of non related party transactions; 30% of matters;
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The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions or individuals in the form of authorization.
[new clause] Article 44 the external guarantee that should be approved by the general meeting of shareholders can only be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors.
The general meeting of shareholders is considered as a shareholder
