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Stock code: 688139 Stock abbreviation: Haier Bio Bulletin No.: 2023-014
Qingdao Haier Biomedical Co., Ltd.
Regarding the change of registered capital, registered address, amendment of the Articles of Association and registration of industrial and commercial changes and amendment of the Rules of Procedure of the General Meeting of Shareholders
The announcement
the company's board of directors and all directors to ensure that the contents of this announcement does not exist any false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the legal responsibility.
On March 28, 2023, Qingdao Haier Biomedical Co., Ltd. (hereinafter referred to as the "Company",
"The Company" or "Haier Biology") held the 12th meeting of the second session of the Board of Directors and the 11th meeting of the second session of the Board of Supervisors, respectively examined and adopted the "motion on changing the registered capital, registered address, amending the articles of Association> and handling the registration of industrial and commercial changes and amending the rules of procedure of the shareholders' meeting", the specific contents are as follows:
Changes in registered capital of 1. companies
On September 30, 2022, the company held the tenth meeting of the second board of directors and nine meetings of the second board of supervisors.
At the meeting, the motion on the first vesting period of the company's 2021 restricted stock incentive plan meets the vesting conditions was considered and passed. The Board of Directors considers that the vesting conditions for the first vesting period of this Incentive Plan have been fulfilled and agrees that the Company shall handle matters related to the vesting of restricted stock in accordance with the regulations. As of the disclosure date of this announcement, the Company has completed the registration of vested shares for the first vesting period of the 2021 Restricted Stock Incentive. After the registration of the vested shares is completed, the total share capital of the company will be increased from 317,071,758 shares to 317,952,508 shares, and the registered capital of the company will be increased from 317,071,758 yuan to 317,952,508 yuan accordingly.
Change of registered address of 2. company
Due to the needs of the company's business development, it is proposed to change the company's registered address from "Haier Industrial Park, Qingdao Economic and Technological Development Zone" to "No. 280 Fengyuan Road, Qingdao High-tech Zone".
Amendments to the Articles of Association of 3.
In accordance with the provisions of laws, regulations and normative documents such as the the People's Republic of China Company Law, the the People's Republic of China Securities Law, and the guidelines for the articles of Association of listed companies (revised in 2022), and in combination with the actual situation of the company, the company intends to amend the relevant provisions of the articles of Association of Qingdao Haier Biomedical Co., Ltd. The amendments are as follows:
Before revision After revision
Article 5 Company domicile: Qingdao Economic and Technological Development Zone Article 5 Company domicile: Qingdao High-tech Zone Feng
Postal Code of Haier Industrial Park in Fa District: 280 266101 Yuan Road Postal Code: 266114
Article 6 The registered capital of the company is RMB Article 6 The registered capital of the company is RMB
317,071,758 yuan 317,952,508 yuan
Article 20 The total number of shares of the Company is Article 20 The total number of shares of the Company is
317,071,758 shares, all common stock, 317,952,508 shares per par, all common stock, per par
Value of RMB 1 yuan. Value of RMB 1 yuan.
Article 41 The general meeting of shareholders is the power of the company Article 41 The general meeting of shareholders is the power of the company
institutions, in accordance with the law to exercise the following functions and powers: institutions, in accordance with the law to exercise the following functions and powers:
(I) determine the company's business policy and investment plan (I) determine the company's business policy and investment plan.
To draw;
(II) Election and replacement of (II) not held by staff representatives Election and replacement of non-staff representatives
Directors and supervisors, directors and supervisors who decide on the remuneration of directors and supervisors, decide on the report of directors and supervisors.
matters; remuneration matters;
(III) to consider and approve the report of the board of directors; (III) to consider and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) Review and Approval of the Company's Annual Financial Budget Party (V) Review and Approval of the Company's Annual Financial Budget
case, final accounts programme; programme, final accounts programme;
(VI) consideration and approval of the company's profit distribution plan and (VI) consideration and approval of the company's profit distribution plan
proposals for making up losses; and proposals for making up losses;
Before revision After revision
The (VII) (VII) the increase or decrease of the company's registered capital.
make resolutions; make resolutions;
(VIII) resolution on the issuance of corporate bonds or other securities and on the issuance of corporate bonds by the (VIII);
The (IX) makes resolutions on the merger, division, dissolution and liquidation of the company.
The (IX) shall make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the Company;
or change the form of the company to make a resolution; (X) amend the articles of association;
(X) amendment of these Articles of Association; (11) The employment and dismissal of accountants by the Company.
(11) to make resolutions on the employment and dismissal of accounting firms by the company;
Resolutions made; (12) Consideration and approval of Article 42 of these Articles of Association
(12) Deliberating and approving the guarantee matters stipulated in Article 42 of these Articles of Association;
(xiii) consideration of the company's purchase and sale within one year.
(xiii) Consideration of the purchase or sale of significant assets by the company within one year in excess of the company's most recent audited total assets in excess of 30% of the company's most recent audited total assets;
30% of the matter; (xiv) consideration and approval of changes in the use of proceeds
(xiv) Consideration and approval of changes in the use of proceeds;
item; (xv) consideration of equity incentive plans and employee ownership
(xv) Consideration of the formulation, modification and implementation of equity incentive plans and employee stock ownership plans;
The formulation, modification and implementation of the plan; (xvi) the Company's annual general meeting may authorize
(16) Deliberating laws, administrative regulations and departmental rules, the total amount of financing issued by the board of directors to specific objects shall not be included or the articles of association shall be decided by the general meeting of shareholders, which shall exceed RMB 0.3 billion yuan and shall not exceed the end of the latest year.
his matters. Stocks 20% in net assets, the aforementioned authorization under
The above-mentioned powers of the general meeting of shareholders shall not expire on the date of the annual general meeting of shareholders authorized.
Form by the board of directors or other institutions and individuals on behalf of the line (17) to consider laws, administrative regulations, departmental regulations.
Make. Chapter or these Articles of Association shall be decided by the General Meeting of Shareholders.
Other matters.
The powers of the above-mentioned general meeting of shareholders shall not be authorized.
The form is represented by the board of directors or other institutions and individuals.
Exercise.
Except for the above amendments, the other provisions of the Articles of Association remain unchanged. The board of directors of the company also requested the general meeting of shareholders to authorize the management of the company to handle the registration of industrial and commercial changes involved in the above changes, the filing of the articles of association and other matters. The above-mentioned changes shall be subject to the final approval of the industrial and commercial registration authority.
4. amendments to the Rules of Procedure of the General Meeting of Shareholders
In accordance with the provisions of laws, regulations and normative documents such as the Company Law of the the People's Republic of China, the Securities Law of the the People's Republic of China, the Guidelines for the Articles of Association of Listed Companies (as amended in 2022), and taking into account the actual situation of the Company and the amendments to the Articles of Association of the Company, the Company amended the Rules of Procedure of the General Meeting of Shareholders.
The above motion shall be submitted to the general meeting of shareholders of the company for consideration.
The revised "Articles of Association" and "Rules of Procedure of the General Meeting of Shareholders" were disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the same day.
It is hereby announced.
Board of Directors of Qingdao Haier Biomedical Co., Ltd.
29 March 2023
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