Securities code: 300871 securities abbreviation: Hvsen Biotechnology Co.Ltd(300871) Announcement No.: 2022-002 convertible bond Code: 123132 convertible bond abbreviation: Huisheng convertible bond
Hvsen Biotechnology Co.Ltd(300871)
Announcement on resolutions of the 22nd Meeting of the second board of directors
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.
1、 Convening of board meeting
The 22nd Meeting of the second board of directors of Hvsen Biotechnology Co.Ltd(300871) (hereinafter referred to as “the company” or ” Hvsen Biotechnology Co.Ltd(300871) “) was held in the company’s conference room on January 21, 2022 by means of on-site and communication. The notice of this meeting was sent by e-mail and telephone on January 17, 2022. Five directors should attend the meeting and five actually attended the meeting. The meeting was presided over by the chairman Mr. Zhang Weiyuan, and the members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening, convening and voting procedures of the meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of Association.
2、 Deliberations of the board meeting
After careful deliberation by the directors present, the following proposals were adopted:
(I) the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses was deliberated and adopted
The funds raised by the company by issuing convertible corporate bonds to unspecified objects (hereinafter referred to as “this issuance”) have been transferred to the special storage account for raised funds opened by the company on December 23, 2021. The audit institution China audit Zhonghuan Certified Public Accountants (special general partnership) (hereinafter referred to as “China audit Zhonghuan”) has verified the arrival of the raised funds in this offering and issued a verification report. Meanwhile, in order to ensure the smooth progress of the company’s raised investment projects and this issuance, the company has used self raised funds to invest some raised investment projects and pay some issuance expenses in advance.
After deliberation, the board of directors agreed to take December 31, 2021 as the base date and use the raised funds of this issuance of RMB 142.2575 million to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses. The replacement time of the raised funds is less than six months from the arrival time of the raised funds, which meets 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 guidelines for the self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc The provisions, contents and procedures of laws, regulations and normative documents are legal and compliant, and there is no change or disguised change in the investment direction of raised funds and damage to the interests of shareholders.
The independent directors of the company have expressed their independent opinions on this matter. The auditor Zhonghuan issued a special assurance report, and the sponsor Haitong Securities Company Limited(600837) issued a no objection verification opinion. For details, please refer to cninfo.com.cn, the gem information disclosure platform designated by the CSRC on January 22, 2022 The announcement on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses disclosed Verification opinions of Haitong Securities Company Limited(600837) Co., Ltd. on Hvsen Biotechnology Co.Ltd(300871) using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses, and assurance report on Hvsen Biotechnology Co.Ltd(300871) using raised funds to replace self raised funds invested in raised projects in advance and paid issuance expenses (Zhonghuan zhuanzi (2022) No. 0100007).
The voting result is: 5 affirmative votes; No negative votes; There were no abstentions. The motion was passed.
(II) the proposal on adjusting the amount and period of cash management using idle raised funds and self owned funds was deliberated and adopted
According to the operation of the company, in order to further improve the use efficiency of funds and cash management income, on the premise of not affecting the construction and daily production and operation of the company’s fund-raising projects, the board of directors agrees that the amount of cash management by the company with idle raised funds shall not exceed RMB 200 million (including this amount),
(the same below) to 250 million yuan (including the funds raised by the initial public offering of shares in August 2020 and the funds raised by the issuance of convertible corporate bonds to unspecified objects in December 2021). The amount of cash management with idle self owned funds is increased from no more than 100 million yuan to 200 million yuan. After adjustment, the total amount of cash management of the company is 45 million yuan, which is valid within 12 months from the date of deliberation and approval by the board of directors. Within the above limit and validity period, the funds can be recycled and used in a rolling manner. The independent directors of the company have expressed their independent opinions on the proposal, and the recommendation institution Haitong Securities Company Limited(600837) has issued no objection verification opinions.
For details, please refer to cninfo.com.cn, the gem information disclosure platform designated by the CSRC on January 22, 2022 The disclosed announcement on adjusting the amount and period of cash management of idle raised funds and self owned funds and the verification opinions of Haitong Securities Company Limited(600837) Co., Ltd. on Hvsen Biotechnology Co.Ltd(300871) adjusting the amount and period of cash management of idle raised funds and self owned funds.
The voting result is: 5 affirmative votes; No negative votes; There were no abstentions. The motion was passed.
(III) the proposal on the appointment of senior managers of the company was deliberated and adopted
Upon the nomination of the general manager of the company and the review of the nomination committee of the second session of the board of directors, the board of Directors considers that Mr. Li Shuo meets the qualifications of senior managers of the company and has relevant work experience, and agrees to appoint Mr. Li Shuo as the deputy general manager of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the second session of the board of directors.
The independent directors of the company have expressed their independent opinions on the proposal.
For details, please refer to cninfo.com.cn, the gem information disclosure platform designated by the CSRC on January 22, 2022 Announcement on the appointment of senior managers disclosed. The voting result is: 5 affirmative votes; No negative votes; There were no abstentions. The motion was passed.
(IV) the proposal on adjusting the performance evaluation indicators of the company’s restricted stock incentive plan in 2021 was deliberated and adopted
After deliberation, given that the downstream aquaculture industry has entered a downward cycle and the overall demand for veterinary drug products will be reduced, in order to effectively stimulate the work enthusiasm and enthusiasm of incentive objects and more effectively deal with the new industrial competition situation in the future, the board of directors of the company agreed to adjust the performance evaluation indicators of the company in 2022-2023 under the restricted stock incentive plan in 2021, Relevant contents in the restricted stock plan for Hvsen Biotechnology Co.Ltd(300871) 2021 (Draft) and its abstract and the administrative measures for the implementation and assessment of the restricted stock incentive plan for Hvsen Biotechnology Co.Ltd(300871) 2021 shall be revised accordingly.
The independent directors of the company have expressed their independent opinions on this proposal, and the legal counsel hired by the company, Guohao law firm (Shenzhen), has issued a legal opinion.
For details, please refer to cninfo.com.cn, the gem information disclosure platform designated by the CSRC on January 22, 2022 The announcement on adjusting the performance evaluation indicators of companies under the restricted stock incentive plan in 2021 and the legal opinion of Guohao law firm (Shenzhen) on Hvsen Biotechnology Co.Ltd(300871) adjusting the performance evaluation indicators of companies under the restricted stock incentive plan in 2021.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by non affiliated shareholders attending the general meeting of shareholders.
The voting result is: 5 affirmative votes; No negative votes; There were no abstentions. The motion was passed.
(V) the proposal on convening the company’s first extraordinary general meeting in 2022 was deliberated and adopted
According to the articles of association, Shenzhen Stock Exchange GEM Listing Rules and relevant provisions, after deliberation by the participating directors, it is agreed that the company will hold the first extraordinary general meeting of shareholders in 2022 at 14:00 p.m. on Thursday, February 10, 2022.
For details, please refer to cninfo.com.cn, the gem information disclosure platform designated by the CSRC on January 22, 2022 Notice on convening the first extraordinary general meeting of shareholders in 2022.
The voting result is: 5 affirmative votes; No negative votes; There were no abstentions. The motion was passed.
3、 Documents for future reference (I) resolutions of the 22nd Meeting of the second board of directors; (II) independent opinions of independent directors on matters related to the 22nd Meeting of the second board of directors. It is hereby announced.
Hvsen Biotechnology Co.Ltd(300871) board of directors January 22, 2022
