Announcement of resolution of the 20th meeting of the third Board of Directors

release time:

2024-04-23 16:21

AnnouncementNumber: 2023-024

Stock code: 832316               Securities abbreviation: Tian Zheng Biotech                Host brokerage: Shenwan Hongyuan underwriting sponsor

 

Jilin Tianzheng Biotechnology Co., Ltd

Announcement of resolution of the 20th meeting of the third Board of Directors

 

The Company and all members of the Board of Directors warrant that the content of the announcement is true, accurate and complete, and there are no false records, misleading statements or material omissions, and assume individual and joint legal responsibility for the authenticity, accuracy and completeness of its content.

 

1. The convening and attendance of the meeting

 (1) Information on the convening of the meeting
 1. Meeting Date: November 3, 2023
 2. Meeting place: Conference room on the third floor of the company
 3. Meeting mode: to be held on site
 4. Time and manner of giving notice of Board meeting: by written notice on November 1, 2023
 5. Meeting Moderator: Mr. CAI Tiyuan, Chairman

 6. Explanation of legality and compliance of the convening situation:
The convening and convening of this meeting are in accordance with the relevant provisions of the Company Law and relevant laws, administrative regulations and the Company Process.
(2) Attendance at the meeting
The meeting shall be attended by 5 directors and shall be attended and authorized by 5 directors.

 

2. Deliberation of bills
(1) Deliberating and adopting the Motion on Not Changing the Full Name of the Company
1. Contents of the motion:
The 19th meeting of the third Board of Directors of Jilin Tianzheng Biotechnology Co., LTD. (hereinafter referred to as the "Company") and the second extraordinary General meeting of shareholders in 2023 deliberated and passed the Motion on the proposed change of the full name of the Company. After deliberation, the company intends to change its name from "Jilin Tianzheng Biotechnology Co., LTD." to "Jilin Tianzheng Biotechnology Group Co., LTD.". On August 18, 2023, the Company disclosed the Announcement on the Proposed Change of Full Name (Announcement Number :2023-022).
Due to the business needs of the company, the company name shall not be changed, and the corresponding information of the articles of association shall be consistent with the current full name of the company.
2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.

(2) Deliberating and passing the motion on nominating CAI Tiyuan to continue to serve as a director of the fourth Board of Directors of the Company
1. Contents of the motion:
In view of the expiration of the third term of the Board of Directors of the Company, the Board of Directors of the Company shall be re-elected in accordance with the relevant provisions of the Company Law and the Articles of Association. The Board of Directors nominated Mr. CAI Tiyuan to continue to serve as a director of the fourth Board of Directors of the Company for a term of three years from the date of approval by the Company's general meeting of shareholders. After verification, Mr. CAI Tiyuan meets the qualifications for office and does not belong to the target of joint punishment for breach of trust.
2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.

(3) Deliberating and passing the motion on nominating Zhu Rong to continue to serve as a director of the fourth Board of Directors of the Company
1. Contents of the motion:
In view of the expiration of the third term of the Board of Directors of the Company, in accordance with the relevant provisions of the Company Law and the Articles of Association
The board of directors of the company will be up for re-election. The Board of Directors nominated Mr. Zhu Rong to continue to serve as a director of the fourth Board of Directors of the Company for a term of three years from the date of approval by the Company's general meeting of shareholders. After verification, Mr. Zhu Rong meets the qualifications for office and does not belong to the target of joint punishment for breach of trust.

2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.

(4) Deliberating and passing the motion on nominating Lv Guisheng to continue to serve as a director of the fourth Board of Directors of the Company
1. Contents of the motion:
In view of the expiration of the third term of the Board of Directors of the Company, the Board of Directors of the Company shall be re-elected in accordance with the relevant provisions of the Company Law and the Articles of Association. The Board of Directors nominated Mr. Lv Guisheng to continue as a director of the fourth Board of Directors of the Company for a term of three years from the date of approval by the Company's general meeting of shareholders. After verification, Mr. Lv Guisheng meets the qualifications for office, and does not belong to the target of joint punishment for breach of trust.

2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.

(5) Deliberating and passing the motion on nominating CAI Timing to continue to serve as a director of the fourth Board of Directors of the Company
1. Contents of the motion:
In view of the expiration of the third term of the Board of Directors of the Company, the Board of Directors of the Company shall be re-elected in accordance with the relevant provisions of the Company Law and the Articles of Association. The Board of Directors nominated Mr. CAI Timing to continue to serve as a director of the fourth Board of Directors of the Company for a term of three years from the date of approval by the Company's general meeting of shareholders. After verification, Mr. CAI Timing meets the qualifications for office and does not belong to the target of joint punishment for breach of trust.

2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.

(6) Deliberating and passing the motion on nominating Li Xueliang to continue to serve as a director of the fourth Board of Directors of the Company
1. Contents of the motion:
In view of the expiration of the third term of the Board of Directors of the Company, the Board of Directors of the Company shall be re-elected in accordance with the relevant provisions of the Company Law and the Articles of Association. The Board of Directors nominated Mr. Li Xueliang to continue to serve as a director of the fourth Board of Directors of the Company for a term of three years from the date of approval by the Company's general meeting of shareholders. After verification, Mr. Li Xueliang meets the qualifications for office and does not belong to the target of joint punishment for breach of trust.

2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.

(7) Deliberating and adopting the motion on the Company's External Financial Assistance
1. Contents of the motion:
On November 27, 2020, Jiaohe Yuanheng Construction Project Management Co., Ltd. signed the "Jiahe City Comprehensive Land Renovation Project Cooperation Agreement" with the Jiahe City people's Government, responsible for the comprehensive land renovation of Jiahe City, raised funds, completed the new cultivated land index, and won the cultivated land index transaction award. In order to increase the company's income, on December 3, 2020, the Company signed a Loan Agreement with Jiaohe Yuanheng Construction Project Management Co., LTD. Due to the epidemic, there is no transaction of the land index for the time being, and the loan agreement has expired. After communication between the two parties, the loan agreement shall be re-signed. For the specific situation, the Loan Agreement signed by the two parties shall prevail. According to relevant regulations, this matter still needs to be submitted to the general meeting of shareholders for consideration.

2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion has yet to be submitted to the shareholders' meeting for consideration.

(8) Deliberating and adopting the motion on proposing the convening of the Third Extraordinary General Meeting of Shareholders in 2023
1. Contents of the motion:
The Company intends to hold the third extraordinary General meeting of shareholders in 2023 on November 22, 2023 in the company's conference room to consider the above related proposals.
2. Motion voting result: 5 votes agreed; Zero votes against; There were zero abstentions.
3. Avoidance of voting:
None.
4. Submission to shareholders' meeting for voting:
This motion does not need to be submitted to the General meeting for consideration.

 

3. File directory for reference
Resolution of the 20th Meeting of the Third Board of Directors of Jilin Tianzheng Biotechnology Co., LTD.

 


Jilin Tianzheng Biotechnology Co., LTD
Board of directors
November 6, 2023