Securities code: Hvsen Biotechnology Co.Ltd(300871) securities abbreviation: Hvsen Biotechnology Co.Ltd(300871) Announcement No.: 2022014 convertible bond Code: 123132 convertible bond abbreviation: Huisheng convertible bond
Hvsen Biotechnology Co.Ltd(300871)
Announcement of resolutions of the 20th meeting of the second board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as "the company") the 20th meeting of the second board of supervisors was held on site in the company's conference room on March 10, 2022. The notice of this meeting was sent by email and telephone on February 28, 2022. The meeting was presided over by Mr. Chen Peifeng, chairman of the board of supervisors of the company. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association. 2、 Deliberation at the meeting of the board of supervisors
After careful deliberation and voting, the attending supervisors formed the following resolutions:
(I) the proposal on the work report of the board of supervisors in 2021 was considered and adopted
The board of supervisors held that during the reporting period, the company actively carried out work and earnestly performed the functions of the board of supervisors in strict accordance with the company law, securities law and other laws and regulations, as well as the relevant provisions and requirements of the articles of association and rules of procedure of the board of supervisors. Supervise the operation of the company according to law and safeguard the legitimate rights and interests of the whole company and all shareholders.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 Issued the work report of the board of supervisors in 2021. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The result of voting: 3; No negative vote; No abstentions. The motion was passed.
(II) the proposal on the 2021 annual report and its summary was deliberated and adopted
In the opinion of the board of supervisors; The procedures of Hvsen Biotechnology Co.Ltd(300871) 2021 annual report prepared and deliberated by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 Annual report of 2021 and summary of annual report of 2021 issued.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The voting result is: 3 affirmative votes; No negative vote; There were no abstentions. The motion was passed.
(III) the proposal on the company's profit distribution plan for 2021 was deliberated and passed
The company's profit distribution plan for 2021 comprehensively considers the company's current equity structure, profitability, financial status and the reasonable demands of investors, which is conducive to all shareholders to share the operating results of the company's development and enhance shareholders' confidence, In compliance with the relevant provisions of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies No. 2 - standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association and the shareholder return plan for Hvsen Biotechnology Co.Ltd(300871) next three years (20212023)), the board of supervisors unanimously agreed on the company's profit distribution plan for 2021. For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 The announcement on the profit distribution plan of 2021 disclosed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The voting result is: 3 affirmative votes; No negative vote; There were no abstentions. The motion was passed.
(IV) the proposal on the financial final accounts report in 2021 was deliberated and adopted
The board of supervisors believes that this final account report objectively and truly reflects the financial situation, operating results and cash flow of the company in 2021.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The voting result is: 3 affirmative votes; No negative vote; There were no abstentions. The motion was passed.
(V) the proposal on the self-evaluation report on internal control in 2021 was reviewed and approved. After verification, the board of supervisors believed that during the reporting period, the company maintained effective internal control in all major aspects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations, and the self-evaluation report on internal control in 2021 was true It objectively reflects the construction and operation of the company's internal control system.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 The self-evaluation report on internal control in 2021 and other relevant announcements disclosed.
The voting result is: 3 affirmative votes; No negative vote; There were no abstentions. The motion was passed.
(VI) the proposal on the special report on the deposit and use of raised funds in 2021 was considered and adopted
The board of supervisors believes that in 2021, the company has complied with the laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies Laws and regulations and the relevant provisions of the company's management system for raised funds, timely, truly, accurately and completely disclose the storage and use of raised funds, and there are no violations in the storage, use, management and disclosure of raised funds.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 The special report of the board of directors on the deposit and use of raised funds in 2021 and other relevant announcements disclosed.
The voting result is: 3 affirmative votes; No negative vote; There were no abstentions. The motion was passed.
(VII) deliberated and passed the proposal on closing some projects invested by raising shares through initial public offering and permanently replenishing the surplus raised funds with working capital
The board of supervisors held that the company's initial public offering and investment projects "Xingou base - powder / powder / premix automatic production base construction project", "Xingou base - R & D and quality inspection center construction project" and "production base construction project with an annual output of 160 tons of tavanillin fermentation" have been completed and reached the expected state of use, The company's permanent replenishment of working capital from the surplus raised funds of the above projects meets the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies The provisions of relevant laws and regulations are conducive to improving the efficiency of the company's fund use, and there is no situation of changing the investment direction of the raised funds in a disguised form, or damaging the interests of the company and minority shareholders.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 Relevant announcements such as the announcement on closing some projects invested by raising shares in the initial public offering and permanently replenishing the surplus raised funds with working capital.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The voting result is: 3 affirmative votes; No negative vote; No abstentions. The motion was passed.
(VIII) the proposal on the remuneration of the company's supervisors in 2021 and the remuneration scheme in 2022 was deliberated and adopted
According to the articles of association and other relevant regulations, the company confirmed the remuneration of the company's supervisors in 2021. At the same time, considering the actual operation of the company, the salary level of industry and region, job contribution and other factors, the company has formulated the salary plan for supervisors in 2022 as follows:
1. Applicable period: January 1, 2022 to December 31, 2022
2. Salary (allowance) standard: supervisors who hold actual positions in the company shall receive salary according to their management positions and relevant salary and performance appraisal standards of the company; Supervisors who do not take up the actual work will not be paid.
3. Other matters: the above salaries are all pre tax amounts, and the company withholds and pays individual income tax, social insurance, housing provident fund and other expenses in accordance with relevant national regulations. The annual salary can be adjusted appropriately according to the industry situation and the actual production and operation situation of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The voting result is: 3 affirmative votes; No negative vote; No abstentions. The motion was passed.
(IX) the proposal on repurchasing and cancelling some equity incentive restricted shares that have been granted but have not been lifted was deliberated and adopted
In accordance with the measures for the administration of equity incentive of listed companies, the 2021 restricted stock incentive plan (Draft), the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan and other relevant provisions, the board of supervisors reviewed the assessment conditions and the corresponding number of restricted shares in the first lifting period of the incentive plan, and the board of supervisors agreed that the company should, in accordance with the relevant provisions of the incentive plan, Buy back 195200 restricted shares of equity incentive granted to the incentive object but not lifted at the grant price (subject to the adjusted grant price in case of any adjustment), and go through the cancellation procedures.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 The announcement on repurchasing and cancelling some equity incentive restricted shares that have been granted but have not been lifted, and other relevant announcements disclosed.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The voting result is: 3 affirmative votes; No negative vote; No abstentions. The motion was passed.
(x) the proposal on signing engineering project contracts between wholly-owned subsidiaries of the company and related parties was deliberated and adopted
The purpose of the related party transaction between the wholly-owned subsidiary of the company and related parties is to make the construction of the "1000 ton tylosin project" of the raised investment project smoothly implemented and meet the production and operation needs of the company. The pricing policy and basis of the related party transaction are fair and reasonable, will not have an adverse impact on the financial status, sustainable operation ability and independence of the listed company, and will not damage the interests of the company and shareholders, especially the interests of minority shareholders. It meets the regulatory requirements, and the board of supervisors unanimously agrees to this transaction.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 Announcement on signing engineering project contracts between wholly-owned subsidiaries and related parties and other relevant announcements disclosed.
The voting result is: 3 affirmative votes; No negative vote; No abstentions. The motion was passed.
（11） The proposal on adjusting the amount and period of cash management using idle self owned funds was deliberated and adopted
The board of supervisors believes that the adjustment of the amount and period of cash management of idle self owned funds complies with the relevant laws and regulations such as the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and the relevant provisions of the articles of association, which is conducive to improving the efficiency of capital use and increasing investment income. This matter is carried out on the premise of ensuring the safety of the company's funds and normal production and operation, will not affect the normal development of the company's daily operation, and will not damage the interests of the company and all shareholders, especially minority shareholders. Therefore, the board of supervisors agreed to adjust the amount and duration of cash management with idle self owned funds.
For details, please refer to cninfo.com (www.cn. Info. Com. CN), the gem information disclosure platform designated by the CSRC on March 11, 2022 Announcement on adjusting the amount and period of cash management using idle self owned funds and other relevant announcements disclosed.
The voting result is: 3 affirmative votes; No negative vote; No abstentions. The motion was passed.
3、 Documents for future reference
Resolution of the 20th meeting of the second board of supervisors.
It is hereby announced.
Hvsen Biotechnology Co.Ltd(300871) board of supervisors March 11, 2022
